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:

(as permitted by Rule 14a-6(e)(2))

Definitive additional materials

Soliciting material pursuant to Rule 14a-12

Virtus Variable Insurance Trust

Registration Nos. 811-04642 and 033-05033

(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):

Virtus Variable Insurance Trust One Financial Plaza Hartford, CT 06103

Toll Free 800-367-5877 Virtus.com

June __, 2019

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 Insurance Trust (the “Trust”) have been purchased at your direction by an Insurance Company through one or more of the Separate Accounts to support contract values or fund benefits payable under your Contract. The Insurance Company (through its Separate Accounts through which your Contract was issued) is the record owner of shares of the series held in connection with your Contract, including shares of Virtus SGA International Growth Series (formerly Virtus Duff & Phelps International Series) (the “Series”).

As record owner of the Series’ shares, the Insurance Companies have been asked by the Trust’s Board of Trustees to approve a proposal to appoint a new subadviser to the Series by approving a new Subadvisory Agreement by and among the Trust, Virtus Investment Advisers, Inc., the Series’ Investment Adviser, and Sustainable Growth Advisers, LP. In this regard, and as is more fully explained in the attached proxy statement, the Trust is holding a meeting of its shareholders to consider approval of the proposal. As you may know, your Contract gives you the right to instruct the Insurance Company on how to vote the shares of each of the Series that are attributable to your Contract at any meeting of the Series’ shareholders at which shareholders are being asked to vote. We are writing to you to ask that you instruct us, either by telephone, internet or mail, in order that we may vote on your behalf at the meeting of shareholders of the Series. After you have given us instructions, you have the right to revoke those instructions prior to or at the meeting of shareholders.

I encourage you to take the time to read the enclosed proxy statement and cast your ballot for a special meeting of shareholders of the Series to be held on July 30, 2019. Your vote is vital to the outcome of the proposal that is being presented by the Board of Trustees of the Trust.

Proposal details are included in the enclosed Proxy Statement, which also provides information about the voting process and the shareholder meeting.

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

Your vote is important. Please take a moment after reviewing the enclosed materials to provide us with your voting instructions. Please follow the steps on the enclosed

voting instruction form(s) to instruct us by internet or telephone, or by signing and returning the voting instruction form(s) in the enclosed postage pre-paid envelope. To request more information, please call us at the telephone number shown below.

If you have any questions, please call (800) 367-5877 between 8:30 a.m. and 6:00 p.m. Eastern time, Monday through Thursday, Friday until 5:00 p.m. Thank you for your continued investment in Virtus Variable Insurance Trust.

Sincerely,

George R. Aylward

President, Virtus Variable Insurance Trust

VIRTUS SGA INTERNATIONAL GROWTH SERIES

(formerly VIRTUS DUFF & PHELPS INTERNATIONAL SERIES)

A SERIES OF VIRTUS VARIABLE INSURANCE TRUST

One Financial Plaza

Hartford, CT 06103

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on July 30, 2019

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

NOTICE IS HEREBY GIVEN THAT a special meeting of the Shareholders of the Virtus SGA International Growth Series (formerly Virtus Duff & Phelps International Series) (the “Series”) of Virtus Variable Insurance Trust (the “Trust”), a Delaware statutory trust, will be held at the offices of Virtus Investment Partners, Inc., One Financial Plaza, Hartford, Connecticut 06103, on July 30, 2019 at 10:00 a.m. Eastern Time and any adjournments thereof (the “Meeting”) for the following purpose:

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 Companies supporting Contracts issued by the Insurance Companies are the only shareholders of the Series. However, each Insurance Company hereby solicits, and agrees to vote the shares of the Series at the Meeting in accordance with, timely instructions received from Contract Owners having contract values allocated to a Separate Account invested in such shares. Each Insurance Company will vote all of its shares of the Series held by a Separate Account in the same proportion (for, against or abstain) as those shares held by the Separate Account for which the Insurance Company receives timely instructions from persons entitled to give voting instructions. This may result in a relatively small number of Contract Owners determining the vote with respect to the proposal.

The Board of Trustees has fixed the close of business on June 7, 2019 as the Record Date for determination of shareholders entitled to notice of and to vote at the

Meeting. As a Contract Owner of record at the close of business on the Record Date, you have the right to instruct the Insurance Company as to the manner in which shares of the Series attributable to your Contract should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. In addition, a Proxy Statement is attached to this Notice and describes the matters to be voted upon at the Meeting or any adjournment(s) thereof.

By order of the Board of Trustees

June __, 2019

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

INSTRUCTIONS FOR SIGNING VOTING INSTRUCTION FORMS

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

VIRTUS SGA INTERNATIONAL GROWTH SERIES

(formerly VIRTUS DUFF & PHELPS INTERNATIONAL SERIES)

A SERIES OF VIRTUS VARIABLE INSURANCE TRUST

One Financial Plaza

Hartford, CT 06103

(800) 367-5877

SPECIAL MEETING OF SHAREHOLDERS

To be held on July 30, 2019

PROXY STATEMENT

This Proxy Statement (the “Proxy Statement”) is being furnished on behalf of the Board of Trustees (the “Board” or “Trustees”) of Virtus Variable Insurance Trust (the “Trust”) by the participating insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”) to owners (each one a “Contract Owner” and together, “Contract Owners”) of certain variable annuity contracts and variable life insurance policies (each one a “Contract” and together “Contracts”) issued by the Insurance Companies and having contract values on the record date allocated to separate accounts (each one a “Separate Account” and together the “Separate Accounts”) of the Insurance Companies invested in shares of Virtus SGA International Growth Series (formerly Virtus Duff & Phelps International Series) (the “Series”), 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 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 the 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 July 30, 2019 at 10:00 a.m. Eastern time, at the offices of Virtus Investment Partners, Inc. at One Financial Plaza, 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 June 24, 2019, or as soon as practicable thereafter. Shareholders of record at the close of business on June 7, 2019 (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” or “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). It was formed on February 18, 1986 as a Massachusetts business trust, commenced operations on December 5, 1986, and was reorganized as a Delaware statutory trust on February 14, 2011. The Trust currently issues eight 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 only to shareholders of Virtus SGA International Growth 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 One Financial Plaza, Hartford, Connecticut 06103.

A copy of the Series’ most recent annual and/or semi-annual reports is available free of charge via the Internet at https://www.virtus.com/investor-center/variable-insurance-trust-fund-documents, by calling 800-367-5877, or by 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 instructions 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 July 30, 2019. The Board has called the Meeting to consider the matter 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 June 7, 2019 as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting. As of the record date, the following shares and classes of the Series were outstanding and entitled to vote: Class A — ____________ and Class I — _______________.

The Trustees and current executive officers of the Trust beneficially own, directly or indirectly, less than 1% of the shares of the Series. To the 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, [Broadridge], by 5:00 p.m. Eastern time on July 29, 2019 or by attendance at the Meeting.

Each dollar of net asset value of the Series is entitled to one vote. Fractional dollars 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 (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 and each Insurance Company will vote all of its shares of the Series held by a Separate Account in the same proportion (for, against or abstain) as those shares held by the Separate Account for which the Insurance Company receives timely instructions from persons entitled to give voting instructions. Record Holders present at the Meeting may adjourn the meeting for various reasons including the following: (1) insufficient votes are cast in favor of a proposal to approve the proposal, or (2) the Insurance Companies receive voting instructions from so few Contract Owners that they cannot in good faith vote shares for which instructions are not received in proportion to those for which instructions are received. Neither the 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 sixty (60) days after the date originally set for the Meeting without further notice to shareholders or Contract Owners, unless a new record date is set for the determination of shareholders entitled to notice of and to vote at the Meeting. The chairperson of the Meeting may propose adjournment of the Meeting in order to solicit additional votes for a proposal to be voted on at the Meeting, and adjournment of the Meeting requires a simple majority of the votes cast. Therefore, the Insurance Companies will vote: (1) shares represented by instructions to vote in favor of the proposal, in favor of adjournment, (2) shares represented by instructions to vote against the proposal, against adjournment, and (3) remaining shares, in favor or against adjournment in proportion to the shares voted pursuant to instructions.

[The Series] will bear all of the expenses of soliciting voting instructions. The solicitation of instructions will be made primarily by mail but may include telephone, electronic or oral communications by employees of Virtus or its affiliates. This Proxy Statement and voting instruction form(s) were first mailed to Contract Owners on or about June 24, 2019.

BOARD OF TRUSTEES RECOMMENDATION

The Board of Trustees met on May 21-22, 2019 to discuss the proposal 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. The Board recommends that you vote “FOR” the proposal contained in this Proxy Statement.

PROPOSAL 1: APPROVAL OF THE SUBADVISORY AGREEMENT

WITH SUSTAINABLE GROWTH ADVISERS, LP

Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) serves as investment adviser to the Series, pursuant to an investment advisory agreement between VIA and the Trust with respect to the Series, as last amended on September 7, 2016 (the “Advisory Agreement”). Duff & Phelps Investment Management Co. (“DPIM”) was appointed as investment subadviser to the Series, pursuant to a subadvisory agreement dated November 2, 2016, by and among the Trust, VIA and DPIM (the “Previous Subadvisory Agreement”). The Board, including a majority of the Trustees who are not “interested persons” as that term is defined in the 1940 Act (“Independent Trustees”), last renewed the Advisory Agreement and the Previous Subadvisory Agreement with respect to the Series at a meeting held on November 13-15, 2018.

In the role of Adviser to the Series, VIA is responsible for, among other activities, (i) setting the Series’ overall investment strategies and monitoring and evaluating investment programs and results, including performance; (ii) reviewing the Series’ compliance with investment objectives, policies, restrictions; (ii) 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 management of the Series, the Adviser initiated actions that resulted in the Adviser’s recommendation to terminate DPIM as subadviser. As a result, the Adviser recommended to the Board of Trustees of the Trust that the Series would benefit from replacement of DPIM with Sustainable Growth Advisers, LP (the “Subadviser” or “SGA”).

In connection with the recommendation to replace DPIM and appoint a new subadviser for the Series, at a meeting of the Board of Trustees of the Trust held on May 21-22, 2019, the Trustees (including the Independent Trustees) determined to terminate the Previous Subadvisory Agreement and approved an interim subadvisory agreement by and among the Trust, VIA and SGA with respect to the Series, which took effect as of June 4, 2019 (the “Interim Subadvisory Agreement”). The Interim Subadvisory Agreement has a term of the earlier of 150 days or the date on which a new subadvisory agreement is entered into.

The Board of Trustees subsequently approved and recommended for shareholder approval a new investment subadvisory agreement by and among the Trust,VIA and the Subadviser with respect to the Series (the “Subadvisory Agreement”). If approved by the shareholders, the Subadvisory Agreement will become effective on August 1, 2019. As discussed below, the Subadvisory Agreement and the Interim Subadvisory Agreement are similar to the Previous Subadvisory Agreement, except for the subadviser, the effective date and term of the Agreement, and certain other exceptions. As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement or the Interim 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.

The Previous Subadvisory Agreement

The Previous Subadvisory Agreement provided that it would remain in effect until December 31, 2017, 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 Independent Trustees, specifically approved its continuance at least annually. The Previous Subadvisory Agreement was subject to termination by the Board of Trustees, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of the Series, or by VIA or DPIM, in each case upon 30 days’ written notice, and would terminate automatically in the event of its assignment or in the event that the Advisory Agreement between VIA and the Series was terminated.

The Previous Subadvisory Agreement obligated DPIM to: (i) make investment decisions on behalf of the Series; (ii) place all orders for the purchase and sale of investments for the Series with brokers or dealers selected by DPIM; (iii) be responsible for voting (or refraining from voting) all proxies for portfolio securities in accordance with policies and procedures adopted by the Series or by DPIM and approved by VIA; and (iv) perform certain limited related administrative functions in connection therewith.

The Previous Subadvisory Agreement also generally provided that, absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties under the Agreement on the part of DPIM, DPIM 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 DPIM, consisting of a fee computed at the rate of 50% of the net advisory fee paid by the Series to the Adviser. For the fiscal year ended December 31, 2018, the Adviser paid DPIM $652,269 in aggregate subadvisory fees for its services with regard to the Series.

The Interim Subadvisory Agreement

The terms of the Interim Subadvisory Agreement and the Subadviser’s obligations thereunder are substantially similar to the Previous Subadvisory Agreement, except for the effective date and term of the Agreement, and certain other immaterial exceptions. The Interim Subadvisory Agreement provides that it will remain in effect for no greater than 150 days or until a new subadvisory agreement is entered into with respect to the Series. The Interim Subadvisory Agreement may be terminated at any time, without the payment of any penalty, by the Board of Trustees, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of the Series, or by VIA or SGA, upon thirty (30) days' prior written notice. The Interim Subadvisory Agreement will also terminate automatically in the event of its assignment or in the event that the Advisory Agreement between VIA and the Series is terminated.

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 effective date and term of the Agreement, and certain other exceptions. The Subadvisory Agreement provides that it will remain in effect until for an initial period of two years, and thereafter for successive periods of one year only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approves its continuance at least annually. The Subadvisory Agreement would be subject to termination by the Board of Trustees, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of the Series, or by VIA or the Subadviser, upon sixty (60) days’ written notice and would terminate automatically in the event of its assignment and/or in the event of termination of the Series’ Advisory Agreement with VIA.

Like the Previous Subadvisory Agreement, the Subadvisory Agreement would generally provide that, absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties under the Agreement on the part of SGA, SGA would not be liable for any act or omission in the course of, or connected with, rendering services under the Subadvisory Agreement; however, SGA would be responsible for any losses arising out of or resulting from a “trade error” caused by the negligent action or negligent omission of SGA or an agent of SGA.

Subadvisory Fee

Under the Subadvisory Agreement, VIA will continue to pay the same subadvisory fee as under the Previous Subadvisory Agreement. VIA will pay a subadvisory fee to SGA at the rate of 50% of the net advisory fee paid by the Series. The advisory fee paid to VIA by the Series is 0.75% for the first $250 million of net assets, 0.70% for the next $250 million, and 0.65% for amounts greater than $500 million. This is identical to the fee under the Previous Subadvisory Agreement, so there will be no change to either the advisory or subadvisory fee under the Subadvisory Agreement. The fees paid under the Previous Subadvisory Agreement for the last fiscal year are identical to what would have been paid if the Subadvisory Agreement would have been in effect over that time period. The fees 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.

As with the Previous Subadvisory Agreement, the Series does not pay the subadvisory fee under the Subadvisory Agreement. The Advisory Agreement between the Trust and the Adviser relating to the Series remains in effect and the fees payable to the Adviser by the Series under the Advisory Agreement will not change, so there is no increase in the management fees paid by the Series as a result of the subadvisory fees paid under the Subadvisory Agreement.

INFORMATION ABOUT VIA

VIA is located at One Financial Plaza, 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 which are located at One Financial Plaza, 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 December 31, 2018, Virtus’ affiliated investment advisers had in aggregate approximately $92 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 $428,746 during the last fiscal year for performing distribution services for the Series. The principal office of VP Distributors is located at One Financial Plaza, 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 $162,580 during the last fiscal year for performing these services for the Series. The principal office of Virtus Fund Services is located at One Financial Plaza, 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 December 31, 2018, VIA had approximately $26.6 billion in assets under management. For the fiscal year ended December 31, 2018, VIA was paid $1,304,538 in net aggregate investment advisory fees for its services with regard to the Series.

VIA does not currently serve as investment adviser to any funds or accounts that are managed similarly to the Series.

George Aylward, Kevin J. Carr, Jennifer Fromm and Frank Waltman, each serve as an officer of the Trust and as an officer and/or director of VIA. The other principal executive officers and directors of VIA are: Michael Angerthal, Executive Vice President, Chief Financial Officer and a Director; Mark Flynn, Executive Vice President, General Counsel and Assistant Clerk; David Fusco, Vice President and Chief Compliance Officer; and David Hanley, Senior Vice President and Treasurer. The address of each such individual is VIA’s address listed above..

For the year ended December 31, 2018, the Series paid $184,477 in brokerage commissions. No brokerage commissions were paid by the Series to any affiliated broker of VIA or SGA.

INFORMATION ABOUT THE SUBADVISER

Sustainable Growth Advisers, LP, a majority owned affiliate of Virtus, is located at 301 Tresser Boulevard, Suite 1310, Stamford, CT 06901. SGA was co-founded by George P. Fraise, Gordon M. Marchand, and Robert L. Rohn in 2003. SGA is a registered investment advisor and

provides investment advice to institutional and individual clients, private investment companies and mutual funds. SGA manages approximately $12.5 billion as of March 31, 2019, of which $10.8 billion is regulatory assets under management and $1.7 billion is model/emulation assets under contract.

The following individuals are jointly and primarily responsible for the day-to-day management of the Series’ investments, and serve as portfolio managers of the Series under the Interim Subadvisory Agreement and will continue to serve as portfolio managers under the Subadvisory Agreement:

The following persons serve as the principal executive officers of the Subadviser at the 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 with its adviser (an affiliate of VIA), under which SGA contributes its proportionate amount of the subadvisory fee for any amount of the advisory fee that is waived by the fund’s adviser.

Investment Strategies and Risk Changes

The Board believes that Series shareholders can benefit from management of the Series’ assets by the Subadviser through the application of its International Growth Equity Strategy. The Subadviser’s strategy invests in companies that it believes have a high degree of predictability, strong profitability and above average earnings and cash flow growth. The Subadviser selects investments for the Series’ portfolio that it believes have superior long-term earnings prospects and attractive valuation. The Subadviser may also consider certain environmental, social, and governance (“ESG”) factors, in addition to including the use of analysis and rankings from third-party ESG research providers.

The Board noted that the investment objective of the Series will not change, although the Subadviser will manage the Series using different strategies. Following is a comparison of the Series’ investment strategies upon the change from DPIM to the Subadviser:

Under the Subadviser’s management, the principal risks of the Series would change. The following are now principal risks:

Convertible Securities Risk. The risk that the value of a convertible security held by the Series will decline as interest rates rise and/or vary with fluctuations in the market value of the underlying securities, or that the security will be called for redemption at a time and/or price unfavorable to the Series.

Currency Rate Risk. The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the Series’ shares.

ESG Consideration Risk. The risk that the Series’ consideration of ESG factors results in the Series’ forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so, or selling securities for ESG reasons when it might be otherwise disadvantageous for it to do so, or that the companies identified by the ESG factors do not operate as expected when addressing ESG issues.

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the Series focuses its investments will cause the value of the Series’ shares to decrease, perhaps significantly.

Growth Stocks Risk. The risk that the Series investments in growth stocks will be more volatile than investments in other types of stocks, or will perform differently from the market as a whole and from other types of stocks.

Large Market Capitalization Companies Risk. The risk that the value of investments in larger companies may not rise as much as smaller companies, or that larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes.

Preferred Stock Risk. The risk that a preferred stock will decline in price, fail to pay dividends when expected, or be illiquid.

Sector Focused Investing Risk. The risk that events negatively affecting a particular market sector in which the Series focuses its investments will cause the value of the Series’ shares to decrease, perhaps significantly.

Small and Medium Market Capitalization Companies Risk. The risk that the Series’ investments in small and medium market capitalization companies will increase the volatility and risk of loss to the Series, as compared with investments in larger, more established companies.

In addition, “Derivatives Risk” and “Value Stocks Risk” are no longer principal risks of investing in the Series.

Basis for the Board’s Recommendation

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. 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:

In considering the profitability to the Subadviser of its relationship with the Series and the profitability to VIA 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 SGA, the Board noted that, as an affiliate of VIA, such profitability to SGA might be directly or indirectly shared by VIA, and therefore the Board considered the profitability of VIA and SGA together. The Board noted that the subadvisory fees would be paid at the same level as under the Previous Subadvisory Agreement. For these reasons, the profitability to the Subadviser of its relationship with the Series was not a material factor in the Board’s deliberations at this time.

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 Subadviser.

Required Vote

Approval of the Subadvisory Agreement with the Subadviser requires the affirmative vote of a majority of the outstanding voting securities of the Series with both 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 Series outstanding voting securities.

If the Series’ shareholders do not approve this proposal and the new Subadvisory Agreement is not approved, the Board of Trustees will consider the options available to the Series that are in the best interests of shareholders.

SHARE OWNERSHIP INFORMATION

Phoenix Life Insurance Company (“PLIC”) and PHL Variable Insurance Company (“PHL Variable”) provide variable insurance and annuity products, and are control persons of the Series.

PLIC (a New York insurance company) and PHL Variable (a Connecticut insurance company) are direct, wholly owned subsidiaries of The Phoenix Companies, Inc. PLIC and PHL Variable are located at 31 Tech Valley Drive, East Greenbush, New York 12061.

The following table sets forth information for each class of shares of the Series as of the Record Date, with respect to each person who owns of record or is known by the Trust to own of record or beneficially own 5% or more of any class of the Series’ outstanding securities, as noted.

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 does not allocate portfolio brokerage on the basis of the sales of shares, although brokerage firms whose customers purchase Contracts which are funded by shares of the

Trust may receive brokerage commissions. The Trust does not conduct portfolio transactions through affiliated brokers.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. If other business should properly come before the meeting, the proxy holders will vote thereon in their discretion.

Under the provisions of the Trust’s charter documents and applicable law, no annual meeting of shareholders is required, and the Trust does not currently intend to hold such a meeting. Ordinarily, there will be no shareholder meeting unless required by the 1940 Act or otherwise. Shareholder proposals to be presented at any subsequent shareholder meeting of the Trust must be received by the Trust in care of the Trust’s Secretary at One Financial Plaza, Hartford, CT 06103, within a reasonable period of time before the Trust solicits proxies for that meeting in order for such proposals to be considered for inclusion in the proxy materials for that meeting. Shareholders collectively holding at least 10% of the outstanding shares of the Trust may request a shareholder meeting at any time for the purpose of voting to remove one or more of the Trustees. The Trust will assist in communicating to other shareholders about such meeting.

PLEASE PROVIDE VOTING INSTRUCTIONS BY LOGGING ON AT THE INTERNET ADDRESS PROVIDED ON YOUR VOTING INSTRUCTION FORM(S) OR BY TELEPHONE BY CALLING THE TOLL-FREE NUMBER LOCATED ON YOUR VOTING INSTRUCTION FORM(S) OR BY COMPLETING THE ENCLOSED VOTING INSTRUCTION FORM(S) AND RETURNING THE CARD(S) BY JULY 29, 2019 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.

By order of the Board of Trustees

	Name: Jennifer S. Fromm
	Title:   Vice President, Chief Legal Officer and Secretary
	Virtus Variable Insurance Trust

VIRTUS VARIABLE INSURANCE TRUST

Virtus SGA International Growth Series

FORM OF SUBADVISORY AGREEMENT

Sustainable Growth Advisers, LP

301 Tresser Blvd.

Suite 1310

Stamford, CT 06901

RE: Subadvisory Agreement

Ladies and Gentlemen:

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

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

Virtus Investment Advisers, Inc.

One Financial Plaza

Hartford, Connecticut 06103

Attn: Jennifer Fromm

Telephone: (860) 263-4790

Facsimile: (860) 241-1005

E-mail: jennifer.fromm@virtus.com

Sustainable Growth Advisers, LP

301 Tresser Blvd.

Suite 1310

Stamford, CT 06901

Attn: Daniel Callaway

Telephone: (203) 348-4742, Ext. 160

Facsimile:

E-mail: dcallaway@sgadvisers.com

[signature page follows]

ACCEPTED:

SUSTAINABLE GROWTH ADVISERS, LP

SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied in a secure manner by Subadviser to the Trust’s service providers, including: The Bank of New York Mellon (the "Custodian"), Virtus Fund Services, LLC (the “Fund Administrator”), BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required.

The Subadviser must furnish the Trust’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Trust. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series.

The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Trust is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (Subadviser will be responsible for reimbursement to the Trust for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Trust and shall include (without limitation) the following:

When opening accounts with brokers for, and in the name of, the Trust, the account must be a cash account. No margin accounts are to be opened by the Subadviser in the name of the Trust or any Series except as specifically approved by the Trust and the Fund Administrator. 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 Trust, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, equal to 50% of the net advisory fee applicable to the Designated Series, calculated as follows: 

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.

[Name of Designated Series].

In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Trust.

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 SGA International Growth Series

VOTING INSTRUCTION FORM

Instructions to Policyholder/Contract Owner for Voting Shares of

Virtus Variable Insurance Trust

The proposal is discussed in detail in the attached Proxy Statement. The Board of Trustees of Virtus Variable Insurance Trust (the “Trust”) is soliciting the enclosed proxy. As a convenience, you can now provide voting instructions in any one of four ways:

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

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

The undersigned, being the owner of a variable annuity contract or variable life insurance policy (each one a “Contract” and together “Contracts”) issued by of one of a number of participating insurance companies (each an “Insurance Company” and, collectively, the “Insurance Companies”), hereby instructs the Insurance Company to cause the shares of the Trust allocable to Contract Owner's account identified on this Voting Instruction Form, to be voted at the Special Meeting of Shareholders of the Trust to be held at 10:00 a.m. Eastern Time on July 30, 2019, at the offices of Virtus Investment Partners, Inc. at One Financial Plaza, Hartford, Connecticut 06103, and at any and all adjournments or postponements thereof, in the manner directed on the reverse with respect to the matters described in the notice and accompanying Proxy Statement for said meeting which have been received by the undersigned.

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

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

Please fill in box(es) as shown using black or blue ink or No. 2 pencil.

PLEASE DO NOT USE FINE POINT PENS. x

NAME OF SERIES: VIRTUS SGA INTERNATIONAL GROWTH SERIES

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

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

VIRTUS VARIABLE INSURANCE TRUST

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 30, 2019

The proposal is discussed in detail in the attached Proxy Statement. The Board of Trustees of Virtus Variable Insurance Trust (the “Trust”) is soliciting the enclosed proxy. As a convenience, you can now vote in any one of four ways:

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

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

The undersigned shareholder of the Trust hereby appoints [Jennifer S. Fromm], [Ann Flood] and ___________ and any and each of them, proxies of the undersigned, with power of substitution to each, for and in the name of the undersigned to vote and act upon all matters (unless and except as expressly limited below) at the Special Meeting of Shareholders of the Trust to be held at 10:00 a.m. Eastern Time on July 30, 2019 at the offices of Virtus Investment Partners, Inc. at One Financial Plaza, Hartford, Connecticut 06103, notice of which meeting and the Proxy Statement enclosed with the same have been received by the undersigned, or at any and all adjournments or postponements thereof, with respect to all shares of the Trust for which the undersigned is entitled to vote or with respect to which the undersigned would be entitled to vote or act, with all the powers the undersigned would possess if personally present voting with respect to the specific matters set forth on the reverse. Any proxies heretofore given by the undersigned with respect to said meeting are hereby revoked.

THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST WHO RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS.

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

Please fill in box(es) as shown using black or blue ink or No. 2 pencil.

PLEASE DO NOT USE FINE POINT PENS. x

NAME OF SERIES: VIRTUS SGA INTERNATIONAL GROWTH SERIES

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

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