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

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__)

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive additional materials

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Soliciting material pursuant to Rule 14a-12

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January __, 2015

Dear Contract Owner:

You are an owner of a variable annuity contract or variable life insurance policy (each one a “Contract” and together “Contracts”) issued by a separate account (each one a “Separate Account” and together “Separate Accounts”) of Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Company of New York, Security Benefit Life Insurance Company, First Security Benefit Life Insurance Company, Symetra Life Insurance Company or The Guardian Insurance & Annuity Company, Inc. (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.

I encourage you to take the time to read the enclosed proxy statement and cast your ballot for a special February 20, 2015 meeting of shareholders of the Virtus Capital Growth Series, Virtus Growth & Income Series, Virtus International Series, Virtus Multi-Sector Fixed Income Series, Virtus Premium AlphaSector® Series, Virtus Real Estate Securities Series, Virtus Small-Cap Growth Series, Virtus Small-Cap Value Series and Virtus Strategic Allocation Series (individually and collectively, the “Series”) of the Trust. Your vote is vital to the outcome of two proposals that are being presented by the Board of Trustees of the Trust.

The first proposal being presented to the shareholders of the Trust is the election of seven Trustees to serve on the Board of Trustees. Shareholders are also being asked to approve a proposal to permit Virtus Investment Advisers, Inc., as the Series’ investment adviser, to hire and replace certain subadvisers or to modify subadvisory agreements without shareholder approval. Neither of the Proposals is contingent on shareholder approval of the other Proposal.

As record owner of the Series’ shares, the Insurance Companies have been asked by the Trust’s Trustees to approve these proposals. In this regard, and as is more fully explained in the attached proxy statement, the Trust is holding a meeting of its shareholders to consider approval of each of the proposals. As you may know, your Contract gives you the right to instruct the Insurance Company on how to vote the Series shares supporting 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.

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

The Board of Trustees has carefully assessed these proposals, and unanimously recommends that shareholders vote FOR the proposals. To confirm the Board recommendations, please vote FOR each of the proposals 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
100 Pearl Street
Hartford, CT 06103

Notice of Special Meeting of Shareholders

To be held on February 20, 2015

To owners of variable annuity contracts or variable life insurance policies (each one a “Contract” and together, “Contracts”) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Company of New York, Security Benefit Life Insurance Company, First Security Benefit Life Insurance Company, Symetra Life Insurance Company or The Guardian Insurance & Annuity Company, Inc. (each an “Insurance Company” and, collectively, the “Insurance Companies”) entitled to give voting instructions in connection with a separate account of an Insurance Company.

NOTICE IS HEREBY GIVEN THAT a special meeting of the Shareholders of the Virtus Capital Growth Series, Virtus Growth & Income Series, Virtus International Series, Virtus Multi-Sector Fixed Income Series, Virtus Premium AlphaSector® Series, Virtus Real Estate Securities Series, Virtus Small-Cap Growth Series, Virtus Small-Cap Value Series and Virtus Strategic Allocation Series (individually and collectively, the “Series”) of Virtus Variable Insurance Trust (the “Trust”), a Delaware statutory trust, will be held at the offices of Virtus Investment Partners, Inc., 100 Pearl Street, Hartford, Connecticut 06103, on February 20, 2015 at 10:00 a.m. Eastern Time and any adjournments thereof  (the “Meeting”) for the following purposes:

1.

To elect seven Trustees to serve on the Board of Trustees (Proposal 1). Shareholders of all of the Series will vote on this proposal together.

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To approve a proposal to permit Virtus Investment Advisers, Inc., as the Series’ investment adviser, to hire and replace subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). Shareholders of all of the Series will vote on this proposal separately as to their respective Series.

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To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

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Neither of the Proposals is contingent on shareholder approval of the other Proposal. The Trust’s Board of Trustees recommends that shareholders of the Series vote to approve each of the proposals.

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 Contracts 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. Neither of the Proposals is contingent on shareholder approval of the other Proposal.

The Board of Trustees has fixed the close of business on January 5, 2015 as the Record Date for determination of shareholders entitled to notice of and to vote at the Meeting. As a Contract owner of record at the close of business on the Record Date, you have the right to instruct the Insurance Company as to the manner in which shares of the Series attributable to your Contract should be voted. To assist you in giving your instructions, a voting instruction form is enclosed. In addition, a Proxy Statement is attached to this Notice and describes the matters to be voted upon at the Meeting or any adjournment(s) thereof.

By order of the Board of Trustees

Jennifer S. Fromm
Secretary
Virtus Variable Insurance Trust

January __, 2015

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

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INSTRUCTIONS FOR SIGNING VOTING INSTRUCTION FORMS

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

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Individual Accounts: Sign your name exactly as it appears in the registration on the voting instruction form.

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Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the voting instruction form.

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All Other Accounts: The capacity of the individual signing the voting instruction form should be indicated unless it is reflected in the form of registration. For example:

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Virtus Variable Insurance Trust
100 Pearl Street
Hartford, CT 06103
(800) 367-5877

Special Meeting of Shareholders

To be held on February 20, 2015

PROXY STATEMENT

This Proxy Statement (the “Proxy Statement”) is being furnished on behalf of the Board of Trustees (the “Board” or “Trustees”) of Virtus Variable Insurance Trust (the “Trust”) by Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Company of New York, Security Benefit Life Insurance Company, First Security Benefit Life Insurance Company, Symetra Life Insurance Company or The Guardian Insurance & Annuity Company, Inc. (each an “Insurance Company” and, collectively, the “Insurance Companies”) to owners (each one a “Contract Owner” and together, “Contract Owners”) of certain variable annuity contracts and variable life insurance policies (each one a “Contract” and together “Contracts”) issued by the Insurance Companies and having contract values on the record date allocated to separate accounts (each one a “Separate Account” and together the “Separate Accounts”) of the Insurance Companies invested in shares of Virtus Capital Growth Series, Virtus Growth & Income Series, Virtus International Series, Virtus Multi-Sector Fixed Income Series, Virtus Premium AlphaSector® Series, Virtus Real Estate Securities Series, Virtus Small-Cap Growth Series, Virtus Small-Cap Value Series and Virtus Strategic Allocation Series (individually and collectively, the “Series”), each an investment portfolio of the Trust.

As an owner of a Contract issued by an Insurance Company, you have the right to instruct the Insurance Company 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 one or more Series. For simplicity, in this Proxy Statement:

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“Record Holder” of the Series refers to each Insurance Company which holds Series’ shares of record;

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

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

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This Proxy Statement is being furnished in connection with the solicitation of voting instructions from Contract Owners for use at a special meeting of shareholders of the Trust and each of the Trust’s Series (the “Meeting”). The Meeting is to be held on February 20, 2015 at 10:00 a.m. Eastern time, at the offices of Virtus Investment Partners, Inc. at 100 Pearl Street, Hartford, Connecticut 06103, for the purposes 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 January __, 2015, or as soon as practicable thereafter. Shareholders of record at the close of business on January 5, 2015 (the “Record Date”) are entitled to vote on the proposals, as set forth below.

At the Meeting, shareholders will be asked:

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To elect seven Trustees to serve on the Board of Trustees (Proposal 1). Shareholders of all of the Series will vote on this proposal together.

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To approve a proposal to permit Virtus Investment Advisers, Inc., as the Series’ investment adviser, to hire and replace certain subadvisers or to modify subadvisory agreements without shareholder approval (Proposal 2). Shareholders of all of the Series will vote on this proposal separately as to their respective Series.

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To transact such other business as may properly come before the Meeting or any adjournment(s) thereof.

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Neither of the Proposals is contingent on shareholder approval of the other Proposal.

Certain Insurance Company Separate Accounts are the only holders of shares of the Series. However, each Insurance Company has agreed to vote the shares of the Series at the Meeting in accordance with the timely instructions received from the owners of Contracts issued by such Insurance Company having contract values allocated to its Separate Accounts and invested in such Series shares on the record date. Each Insurance Company will vote all of its shares of the Series held by a Separate Account in the same proportion (for, against or abstain) as those shares of the Separate Account for which the Insurance Company receives timely instructions from persons entitled to give voting instructions.

The Trust is registered with the Securities and Exchange Commission (the “Commission” or “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). It was formed on February 18, 1986 as a Massachusetts business trust and commenced operations on December 5, 1986, and was reorganized as a Delaware statutory trust on February 14, 2011. The Trust

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currently issues nine series of shares, each series representing a fractional undivided interest in a particular investment portfolio and having a different investment objective and different investment policies. The proposals in this Proxy Statement apply to shareholders of each Series.

Virtus Investment Advisers, Inc. (“VIA” or the “Adviser”) currently serves as the investment adviser to each Series. VIA is a wholly-owned subsidiary of Virtus Partners, Inc., which is a wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”). VP Distributors, LLC (“VPD”), another wholly-owned indirect subsidiary of Virtus, serves as principal underwriter of shares of the Series. Virtus Fund Services, LLC (“Virtus Fund Services”), another wholly-owned indirect subsidiary of Virtus, serves as the administrative agent for the Trust. The principal office of each of these entities is located at 100 Pearl Street, Hartford, Connecticut 06103.

A copy of the Series’ most recent annual and/or semi-annual reports is available free of charge via the Internet at www.virtus.com or by calling 800-367-5877. A copy of this proxy statement is also available via the Internet at the Internet address provided on the proxy card.

General Voting Information

This Proxy Statement is being furnished to Contract Owners on behalf of the Board of Trustees in connection with the solicitation by the Trust of voting instructions from Contract Owners indirectly invested in the Series in connection with a meeting of the Series’ shareholders to be held on February 20, 2015. The Board has called the Meeting to consider the matters 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 (and in some cases annuitants and/or beneficiaries) 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.

If a properly executed voting instruction form is received that does not specify a choice, the Insurance Company will consider its timely receipt as an

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instruction to vote in favor of the relevant Proposal. In certain circumstances, an Insurance Company has the right to disregard voting instructions from certain Contract Owners. The Trust does not believe that these circumstances exist with respect to matters currently before Series shareholders.

Contract Owners may revoke previously submitted voting instructions given to an Insurance Company at any time prior to the Meeting by mailing a notice of revocation to the Secretary at the principal office of the Trust, by executing a superseding voting instructions form by mail, telephone or through the Internet, or by attending the Meeting in person and instructing the Insurance Company how to vote your shares and giving oral notice of revocation to the Chair of the Meeting. For any Contract Owner who desires to execute a superseding voting instructions form by mail, the Secretary of the Trust will send the Contract Owner a new voting instruction form, upon request.

The Board has fixed January 5, 2015 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 were outstanding representing the following number of votes for each Series:

The Trustees and current executive officers of the Trust beneficially own, directly or indirectly, less than 1% of the shares of any Series. To the best knowledge of the Trust and the Board, there are no Contract Owners, as of the record date, who have the right to instruct an Insurance Company as to 5% or more of the Series’ shares.

To be counted, the Insurance Companies must receive a Contract Owner’s voting instructions either by telephone or through the internet or via a properly executed voting instruction form mailed to the Proxy Tabulator, Computershare, by 5:00 p.m. Eastern time on February 19, 2015 or by attendance at the Meeting.

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Each share of beneficial interest of the Series is entitled to one vote. Fractional shares are entitled to a proportionate fractional vote, which will be counted. A Contract Owner may vote his beneficial shares out of his ownership of units in the Separate Account that funds a Contract and that are attributable to the relevant Series entitled to vote on 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. All Nominees under Proposal 1 receiving a plurality of the votes cast will be elected as Trustees of the Trust. Approval of Proposal 2 with respect to each Series 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 each 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. Shareholders 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 a reasonable time after the date originally set for the Meeting without further notice to shareholders or Contract Owners. 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. Neither of the Proposals is contingent on shareholder approval of the other Proposal.

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The Trust will bear all of the expenses of soliciting voting instructions. The solicitation of instructions will be made primarily by mail but may include telephone, electronic or oral communications by employees of Virtus or its affiliates. This Proxy Statement and voting instruction form(s) were first mailed to Contract Owners on or about January __, 2015.

BOARD OF TRUSTEES RECOMMENDATION

The Board of Trustees met on November 17, 2014 to discuss the proposals contained in this Proxy Statement. The Board, including those Trustees who are not considered to be “interested persons” (as defined in the 1940 Act), voted unanimously to approve the proposals. The Board of Trustees recommends that you vote “FOR” each of the proposals contained in this Proxy Statement.

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PROPOSAL 1: TO ELECT SEVEN TRUSTEES
TO THE BOARD OF TRUSTEES

It is proposed that the seven nominees described herein (the “Nominees”), six of whom currently serve as Trustees of the Trust, be elected to the Trust’s Board at the Meeting. The seven Nominees would constitute the Trust’s entire Board, and would serve until their successors have been duly elected and qualified or until their earlier death, resignation, retirement or removal. The Trust’s Agreement and Declaration of Trust (“Declaration of Trust”) does not require the annual election of Trustees. Further, the Declaration of Trust provides that any vacancy resulting from any reason, including the resignation of a Trustee, may be filled by a majority of the remaining Trustees, provided that immediately after filling any such vacancy at least two-thirds of the Trustees holding office have been elected to such office by the shareholders at a meeting called for the purpose. Biographical information regarding each of the nominees is provided below.

The role of the Trust’s Board is to provide general oversight of the Trust’s business, and to ensure that the Trust is operated for the benefit of shareholders. The Trustees meet at least quarterly and review the Series’ performance and oversee the services provided to the Trust by the investment adviser, subadvisers and the Trust’s other service providers. During the fiscal year ended December 31, 2014, the Board of Trustees met four times in regularly scheduled meetings and three times in special meetings, with all Trustees attending at least 75 percent of the meetings.

There are a number of legal and regulatory requirements applicable to the composition of the Trust’s Board. In addition to the requirements of the governing documents of the Trust discussed above, the 1940 Act permits the existing members of a mutual fund’s board of directors/trustees to appoint new members in certain circumstances. Mutual funds are required to call a shareholder meeting to elect board members if at any time less than a majority of the members holding office have been elected by shareholders. The 1940 Act also requires that at least a majority of a mutual fund’s board be comprised of directors/trustees who are not considered to be “interested persons” (as defined in the 1940 Act) of a fund or its advisor, underwriter or their controlling companies, in order to meet certain “fund governance standards” under the 1940 Act. These non-interested directors/trustees are referred to herein as “Independent Trustees.” Six of the Nominees will be considered non-interested with respect to the Trust’s Adviser and subadvisers; Mr. Aylward is an “interested person” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus and his positions with various Virtus affiliates including the Adviser.

At the meeting held on November 17, 2014, the Governance and Nominating Committee of the Board determined to recommend to the full Board the Nominees described below for election or re-election, as

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applicable, to the Board of the Trust. 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 or re-election, as applicable, of the Nominees. If elected, any newly elected Trustees will join the Trust’s Board on or about February 23, 2014.

With regard to the current Trustees, Messrs. Gelfenbien, Mallin, McClellan and McLoughlin have previously been elected as such by shareholders and are being proposed for re-election. Messrs. Aylward and Brown were appointed to the Board by the then-existing Trustees of the Board. Ms. McNamara, who does not currently serve as a Trustee, is also a Nominee. She currently serves as a trustee for a number of other funds within the Virtus Funds complex.

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 Nominees. Unless otherwise noted, the address of each Nominee is c/o Virtus Variable Insurance Trust, 100 Pearl Street, Hartford, Connecticut 06103. There is no stated term of office for Trustees.

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1.

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

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Executive Officers of the Trust who are not Trustees

The following table contains information about the individuals who are the principal executive officers of the Trust, who are not listed above as Trustee nominees. Unless otherwise noted, the address of each individual is 100 Pearl Street, Hartford, Connecticut 06103.

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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 in person at regularly scheduled meetings four times throughout the year. In addition, the Trustees may meet in person or by telephone at special meetings or on an informal basis at other times. The Independent Trustees also regularly meet without the presence of any representatives of management. As described below, the Board has three standing committees — the Audit, Governance and Nominating, and Investment

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Performance Committees — and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Although each Committee is composed exclusively of Independent Trustees, any interested Trustee may also attend the Committee meetings. The responsibilities of each Committee, including its oversight responsibilities, are described further below. The Independent Trustees have also engaged independent legal counsel, Sullivan & Worcester LLP, to assist them in performing their oversight responsibilities. In addition, the Trustees have engaged a Chief Compliance Officer (“CCO”) for the Trust.

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

The Governance and Nominating Committee of the Board, which is composed of all the Independent Trustees, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board, and conducted a similar review with respect to the current Trustees and Nominees being nominated for election by shareholders prior to their appointment or election to the Board. In evaluating candidates for nomination or election as a Trustee, the Governance and Nominating Committee takes into account the contribution that the candidate would be expected to make and the experience, qualifications, attributes and skills that the Governance and Nominating Committee believes contribute to good governance for the Trust.

The Board has concluded that, based on each existing Trustee’s or Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees, each Nominee is qualified to serve as Trustee. In determining that a particular Nominee was qualified to serve as a Trustee, the Board considered a variety of criteria. In addition, the Board has taken into account the actual service, commitment and participation of each Nominee during his or her past tenure with the Trust or with other funds in the Virtus Fund complex in concluding that each Nominee should serve as Trustee. In addition to the information set forth above, the following provides further information about each Nominee’s specific experience, qualifications, attributes or skills. The information in this section should not be understood to mean that any of the Trustees or Nominees is an “expert” within the meaning of the federal securities laws.

George R. Aylward

In addition to his positions with the Trust, Mr. Aylward is a Director and the President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser. He also holds various executive positions with the

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Adviser, certain Series’ subadvisers, VPD and Virtus Fund Services, and previously held such positions with the former parent company of Virtus. He therefore has experience in all aspects of the development and management of registered investment companies, and the handling of various financial, staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as an officer and director of the Virtus Mutual Funds, the Virtus Alternative Solutions Funds, three closed-end funds managed by an affiliate of the Adviser and three closed-end funds managed by the Adviser.

Thomas J. Brown

Mr. Brown, currently retired, was employed in senior business and accounting roles with financial services companies for over twenty-five years, and he has over sixteen years of experience as a director/trustee of unaffiliated funds.

Roger A. Gelfenbien

Mr. Gelfenbien, currently retired, was employed as an accountant and consultant in the financial services sector for over thirty years, as well as having over eleven years of experience with an unaffiliated fund as a director.

John R. Mallin

Mr. Mallin is a real estate partner and the former practice group leader for the Real Property Practice Group at McCarter & English LLP. During his career, he has been involved in all aspects of real estate development and financial transactions related to real estate. Mr. Mallin also has oversight and corporate governance experience as a director, including as a chair, of non-profit entities.

Hassell H. McClellan

Mr. McClellan, currently retired, has extensive business experience in advising and consulting with companies to improve the companies’ management and operations, as well as serving as a business educator at several colleges. Mr. McClellan also has over eleven years of experience as a director of unaffiliated funds.

Philip R. McLoughlin

Mr. McLoughlin has extensive investment advisory experience. He was the Chairman (1997-2002) and Chief Executive Officer (1995-2002) for Phoenix Investment Partners, Ltd. (now known as Virtus Investment

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Partners). He was also the Chief Investment Counsel (1994-2002) for Phoenix Investment Partners, Ltd. and the General Counsel (1983-1988) for Phoenix Mutual Life Insurance Company.

Geraldine M. McNamara

Ms. McNamara was an executive at U.S. Trust Company of New York for 24 years, where she rose to the position of Managing Director. Her responsibilities at U.S. Trust included the oversight of U.S. Trust’s personal banking business. In addition to her managerial and banking experience, Ms. McNamara has experience in advising individuals on their personal financial management, which has given her an enhanced understanding of the goals and expectations that individual investors may have. Ms. McNamara is also a director of the Virtus Mutual Funds and four closed-end funds managed by an affiliate of the Adviser.

The Board believes that, collectively, the Nominees have the appropriate experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Trust and protecting the interests of shareholders. Common attributes to all Trustees are their ability to review, evaluate, question and discuss information provided to them (and to request additional information), to interact effectively with VIA, the subadvisers, Virtus Fund Services, VPD, and other service providers, the Trust’s Chief Financial Officer, CCO, Chief Legal Officer and the Trust’s independent registered public accounting firm.

Leadership Structure

The Board has appointed Mr. McLoughlin, an Independent Trustee, to serve in the role of Chairman and, if re-elected, he would continue to so serve. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and between meetings generally acts as a liaison with the Trust’s service providers, officers, legal counsel, and the other Trustees. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, or as assigned by the Board, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among

 - 18 - 

committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chairman and Chief Executive Officer of the company that is now Virtus; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc. (which was its parent company when Mr. McLoughlin retired), (b) the passage of time and (c) the manner in which Mr. McLoughlin conducts his trusteeship. As a result of this balance, it is believed that Mr. McLoughlin has the ability to provide independent oversight of the Trust’s operations within the context of his detailed understanding of the perspective of the Adviser and the Trust’s other service providers. The Board therefore considers leadership by Mr. McLoughlin as enhancing the Board’s ability to provide effective independent oversight of the Trust’s operations and meaningful representation of the shareholders’ interests.

The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Series’ shareholders. Nevertheless, the Board also believes that having an interested person serve on the Board brings corporate and financial viewpoints that are, in the Board’s view, crucial elements in its decision-making process. In addition, the Board believes that Mr. Aylward, who is currently the Chairman and President of VIA, and the President and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of VIA that provide services to the Trust, provides the Board with the Adviser’s perspective in managing and sponsoring the Series as well as the perspective of other service providers to the Trust.

The leadership structure of the Board may be changed at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.

Risk Oversight

As a registered investment company, the Trust is subject to a variety of risks, including investment risks, financial risks, compliance risks and regulatory risks. As part of its overall activities, the Board oversees the management of the Trust’s risk management structure by VIA, Virtus Fund Services, VPD, the Trust’s officers and others. The responsibility to manage the Series’ risk management structure on a day-to-day basis is subsumed within the other responsibilities of these parties.

The Board considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Board and its committees, and within the context of any ad hoc communications with the Trust’s service providers and officers. The Trust’s Adviser, subadvisers, distributor, officers and legal counsel prepare regular

 - 19 - 

reports to the Board that address certain investment, valuation, compliance and other matters, and the Board as a whole or its committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee, the Chairman or a senior officer.

The Board, through its Investment Performance Committee, receives regular written reports describing and analyzing the investment performance of the Series. In addition, the portfolio managers of the Series and senior management of the Series’ subadvisers meet with the Board periodically to discuss portfolio performance and answer the Board’s questions with respect to portfolio strategies and risks. To the extent that a Series changes a principal investment strategy, the Board generally is consulted in advance with respect to such change.

The Board receives regular written reports from the Trust’s Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Series’ portfolios, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within the Series’ portfolios. The Board and/or the Audit Committee may also review valuation procedures and pricing results with the Series’ independent auditors in connection with the review of the results of the audit of the Series’ year-end financial statements.

The Board also receives regular compliance reports prepared by VIA’s compliance staff and meets regularly with the Trust’s CCO to discuss compliance issues, including compliance risks. As required under applicable rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The CCO, as well as the compliance staff of VIA and Virtus, provide the Board with reports on their examinations of functions and processes within VIA and the subadvisers that affect the Series. The Board also adopts compliance policies and procedures for the Trust and approves such procedures for the Trust’s service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.

In its annual review of the Series’ advisory, subadvisory and underwriting agreements, the Board reviews information provided by the Adviser, the Series’ subadvisers and VPD relating to their operational capabilities, financial conditions and resources. The Board may also discuss particular risks that are not addressed in its regular reports and processes.

The Board recognizes that it is not possible to identify all of the risks that may affect the Series or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board periodically reviews the

 - 20 - 

effectiveness of its oversight of the Series, and the processes and controls in place to limit identified risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

Committees of the Board

Audit Committee. The Audit Committee is responsible for overseeing the Series’ accounting and auditing policies and practices. The Audit Committee reviews the Series’ financial reporting procedures, their system of internal control, the independent audit process, and the Series’ procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Audit Committee met two times during the Trust’s last fiscal year.

Governance and Nominating Committee. The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Series, for nominating individuals to serve as Trustees, including as Independent Trustees and annually evaluating the Board and Committees. The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Governance and Nominating Committee met four times during the Trust’s last fiscal year.

The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to the Board with respect to such candidates. There are no specific required qualifications for trusteeship. The committee considers all relevant qualifications of candidates for trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and whether the 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 Contract Owner submitting a nomination must hold for at least two full years 5% of the shares of a Series of the Trust. Shareholder nominees for Trustee will be given the same consideration as any candidate provided the

 - 21 - 

nominee meets certain minimum requirements. A copy of the Trust’s Governance and Nominating Committee charter is available free of charge, upon request directed to the Secretary of the Trust, and is included herewith as Attachment A.

Investment Performance Committee. The Investment Performance Committee monitors and reviews the investment performance of the Series of the Trust. The Investment Performance Committee is composed entirely of Independent Trustees; its members are Thomas J. Brown, Roger A. Gelfenbien, John R. Mallin, Hassell H. McClellan and Philip R. McLoughlin. The Investment Performance Committee met in person four times during the Trust’s last fiscal year.

Compensation Table

Trustee costs are allocated pro-rata based on average total net assets to each of the Series of the Trust. Officers and employees of the Adviser who are “interested persons” are compensated by the Adviser and receive no compensation from the Trust. Each Trustee who is not employed by the Adviser receives from the Trust a $38,000 retainer plus $8,000 for each regularly scheduled in person Board meeting attended, $4,000 for attendance at each special in person or telephonic attendance at a regularly scheduled in person meeting and $1,000 per telephonic attendance at a special telephonic Board or Committee meeting. The Chairman of the Board receives an annual flat fee of  $90,000, paid quarterly, covering retainer, meeting fees and chairperson duties. The Chairperson of the Governance and Nominating Committee generally receives an additional $2,000 retainer fee, although Mr. McLoughlin has agreed to waive this fee while he serves as the Chairperson of the Committee. The Chairperson of the Investment Performance Committee receives an additional $5,000 retainer fee. The Chairperson of the Audit Committee receives an additional $5,000 retainer fee. In addition, the Trust reimburses each of the Independent Trustees for travel and other expenses incurred in connection with attendance at such meetings. The Trust does not have any retirement plan for its Trustees.

 - 22 - 

For the Trust’s fiscal year ended December 31, 2014, the current Trustees received the following compensation:

*

Eunice S. Groark retired from the Board as of December 31, 2014.

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      A deferred compensation plan is available to the Trustees. Neither the Trust nor any affiliates provide additional compensation with respect to this deferred compensation plan. Under this deferred compensation plan, the following trustees have deferred compensation in 2014 as follows:

Mr. Gelfenbien — $
Mr. Mallin — $

Trustee Ownership of Securities

As of the Record Date, no Trustee owned directly any shares of the Trust. The Trustees and officers as a group owned variable contracts that entitled them to give voting instructions with respect to less than 1% of the outstanding shares of any Series of the Trust.

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

Any shareholder who wishes to send a communication to the Board of Trustees of the Trust should send the communication to the attention of the Trust’s Secretary at 100 Pearl Street, Hartford, CT 06103. If a shareholder wishes to send a communication directly to an individual Trustee or to a Committee of the Board, then the communication should be specifically addressed to such individual Trustee or Committee and sent in care of the Trust’s Secretary at the same address.

 - 23 - 

After reviewing the communication, the Trust’s Secretary will then immediately forward the communication to the Board. Communications to individual Trustees or to a Committee sent in care of the Trust’s Secretary will be immediately forwarded to the individual Trustee or to the Committee, as applicable.

The Trust is not required to hold an annual meeting of shareholders. However, if a shareholder meeting is held, it is the policy of the Trust to encourage Trustee attendance at such meetings in person or by teleconference.

Required Vote

All Nominees receiving a plurality of the votes cast will be elected as Trustees of the Trust.

 - 24 - 

PROPOSAL 2: APPROVAL OF A PROPOSAL TO PERMIT VIA TO
HIRE AND REPLACE SUBADVISERS OR TO MODIFY
SUBADVISORY AGREEMENTS WITHOUT
SHAREHOLDER APPROVAL

(TO BE VOTED UPON BY SHAREHOLDERS OF ALL SERIES VOTING SEPARATELY)

Introduction

One of the duties of an investment adviser is to recommend to a board of trustees, if conditions warrant, the reallocation of assets managed by a subadviser or to recommend a subadviser’s hiring, termination or replacement, if the adviser deems it appropriate to achieve the overall objectives of a fund. The Trust proposes that VIA, subject to approval of the Board of Trustees and certain conditions, be permitted to, without obtaining the prior approval of a majority of the outstanding voting securities of the Series as is otherwise required by Section 15 of the 1940 Act: (i) select both certain wholly-owned and unaffiliated investment advisers (“Subadvisers”) to manage all or a portion of the assets of a Series and enter into subadvisory agreements with Subadvisers, and (ii) materially amend subadvisory agreements with Subadvisers. For these purposes, an unaffiliated Subadviser is an investment subadviser for that Series that is not an “affiliated person” (as defined in section 2(a)(3) of the 1940 Act) of the Series or VIA, except to the extent that affiliation arises solely because the subadviser serves as a subadviser to a Series (an “Unaffiliated Subadviser”) and a wholly-owned Subadviser for a Series is an indirect or direct “wholly-owned subsidiary” (as defined in the 1940 Act) of VIA or a sister company of VIA that is an indirect or direct “wholly-owned subsidiary” (as defined in the 1940 Act) of the same company that, indirectly or directly, wholly owns VIA (a “Wholly-Owned Subadviser”). As described further below, VIA and the Trust currently have the authority to hire, terminate or replace Unaffiliated Subadvisers or materially amend subadvisory agreements with such Unaffiliated Subadvisers, and are seeking similar authority with respect to Wholly-Owned Subadvisers.

Description of Current Applicable Order

VIA and the Trust currently have an exemptive order from the SEC granting exemptions from certain provisions of the 1940 Act, pursuant to which VIA is, subject to supervision and approval of the Board of Trustees, permitted to enter into and materially amend subadvisory agreements with Unaffiliated Subadvisers without such agreements being approved by the shareholders of the applicable Series. The Trust and VIA therefore, with approval from the Board of Trustees, have the right to hire, terminate, or

 - 25 - 

replace Unaffiliated Subadvisers without shareholder approval, including, without limitation, the replacement or reinstatement of any Unaffiliated Subadviser with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. VIA continues to have the ultimate responsibility to oversee the subadvisers and recommend their hiring, termination and replacement to the Board of Trustees. Within 90 days of the hiring of any new Unaffiliated Subadviser for a Series, Contract Owners that are invested in the Series through their contract will be furnished with all information about the new subadviser that would be in a proxy statement seeking shareholder approval of the new subadviser.

Description of Exemptive Relief for which Application will be Filed

VIA and the Trust will file an application for an exemptive order from the SEC to permit VIA and any future and existing Series of the Trust, subject to certain conditions and with the approval of such Series’ Board of Trustees, to also engage or retain Wholly-Owned Subadvisers, in addition to Unaffiliated Subadvisers, subsequently change such Subadvisers, or continue the employment of existing Subadvisers, after events that under the 1940 Act and the relevant subadvisory agreements would otherwise cause an automatic termination of the subadvisory agreements, without submitting the subadvisory agreements or material amendments to those agreements to a vote of the shareholders. The exemptive order would not apply to any subadviser that is an affiliated person of VIA or the Trust and who is not a Wholly-Owned Subadviser. The hiring of, replacement of, or changing of a subadvisory agreement with, such a subadviser must still be approved by shareholders of the applicable Series. In addition, any subadvisory agreement or amendment to a Series’ existing agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Series must be submitted to the Series’ shareholders for approval.

If the SEC grants such exemptive order, before the Series may rely on such exemptive order to hire Wholly-Owned Subadvisers without shareholder approval, the Trust’s shareholders must approve the proposal to allow VIA to hire, terminate, replace or materially amend subadvisory agreements with Wholly-Owned Subadvisers, similar to VIA’s current authority with respect to Unaffiliated Subadvisers. If the Trust’s shareholders approve this proposal, the Trust and VIA will have the right upon the grant of an exemptive order by the SEC, to hire, terminate or replace Subadvisers without shareholder approval, including, without limitation, the replacement or reinstatement of any such Subadviser with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. VIA will continue to have the ultimate responsibility to oversee the subadvisers and recommend their hiring, termination, and replacement.

 - 26 - 

Even if the Series’ shareholders approve this arrangement, if an exemptive order is granted by the SEC, any new Subadviser(s) engaged or terminated or any change in a subadvisory agreement will still require the approval of the Trust’s Board of Trustees, including a majority of the Independent Trustees. For any subadviser change proposed for a Series with a Wholly-Owned Subadviser or an affiliated subadviser that is not a Wholly-Owned Subadviser, the Board, including a majority of the Independent Trustees must make a separate finding that such change is in the best interests of the Series and its shareholders, and does not involve a conflict of interest from which VIA or the subadviser derives an inappropriate advantage. Within 90 days of a change in a Series’ subadviser or a material change to a subadvisory agreement, the Trust would be required to provide the Contract Owners who are invested in that Series with an information statement containing information about the subadviser and the subadvisory agreement, containing information similar to that which would have been provided in a proxy statement seeking shareholder approval of such an arrangement or change thereto.

Although shareholder approval would not be required for the termination of subadvisory agreements, shareholders of any Series will continue to have the right to terminate such subadvisory agreements for the Series at any time by a vote of a majority of the outstanding voting securities of the Series.

The Board has concluded that, by approving the proposal, shareholders will afford the Trust the opportunity to forego the costly expense of, and unnecessary delays associated with, proxy solicitations due to necessary subadviser changes.

Required Vote

Approval of this proposal as to each Series requires a majority vote of the outstanding voting securities of such Series, with each Series voting separately. Under the 1940 Act, a majority of a 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 a Series’ shareholders do not approve this proposal, the Series would continue to rely on the existing order that permits VIA to hire, terminate or replace only Unaffiliated Subadvisers without shareholder approval, but not affiliated subadvisers.

 - 27 - 

The Fund’s Auditor

The Board, including a majority of the Independent Trustees, has approved the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent accountants for the Fund for the fiscal year ending December 31, 2014.

PwC has extensive experience in investment company accounting and auditing and has served as independent accountant for the Trust since its inception in 1986. PwC examines the financial statements included in the Trust’s Annual Reports. It is not expected that representatives of PwC will be present at the Meeting, and, therefore, they will not be making a statement and will not be available to respond to questions.

The SEC’s auditor independence rules require the Audit Committee to pre-approve (a) all audit and permissible non-audit services provided by the Fund’s independent accountants directly to the Fund and (b) those permissible non-audit services provided by the Fund’s independent accountants to the Fund’s investment advisers and any entity controlling, controlled by or under common control with the investment advisers that provides ongoing services to the Fund (the “Affiliated Service Providers”), if the services relate directly to the operations and financial reporting of the Trust.

The aggregate fees billed by PwC for the indicated services rendered to the Fund for the last two fiscal years were:

“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.

The Board has adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services provided to the Trust on an annual basis require specific

 - 28 - 

pre-approval by the Board. As noted above, the Board must also approve other non-audit services provided to the Trust and those non-audit services provided to the Trust’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Trust. Certain of these non-audit services that the Board believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent auditors may be approved by the Board without consideration on a specific case-by-case basis (“general pre-approval”).

The Audit Committee has determined that Mr. Thomas Brown, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the event such approval is sought between regularly scheduled meetings. In any event, the Board is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. In 2013 and 2014, 100% of the non-audit services provided to the Trust were pre-approved by the Audit Committee under the policies and procedures described above.

The percentage of hours expended by PwC on the audit of the Trust ‘s financial statements for the fiscal year ended December 31, 2014 that were attributed to work performed by individuals other than PwC full-time, permanent employees was less than fifty percent.

The aggregate non-audit fees billed by PwC to the Trust’s Adviser and other Affiliated Services Providers for the Trust’s last two fiscal years were:

The Audit Committee has considered and determined that the provision of non-audit services provided to the Trust’s investment advisers and other Affiliated Service Providers that were not pre-approved in accordance with the Trust’s pre-approval policy is compatible with its auditor’s independence. PwC, the independent accountants for the Trust’s most recently completed fiscal year, has confirmed to the Audit Committee that it is independent with respect to the Trust.

SHARE OWNERSHIP INFORMATION

Phoenix Life Insurance Company (“PLIC”), PHL Variable Insurance Company (“PHL Variable”) and Jefferson National Life Insurance Co. (“Jefferson National”) offer variable insurance and annuity products, and are control persons of certain Series of the Trust.

 - 29 - 

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. Jefferson National (a Texas insurance company) is a wholly-owned subsidiary of Jefferson National Financial Corp. Jefferson National is located at 10350 Ormsby Park Place, Suite 600, Louisville, Kentucky.

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

PORTFOLIO TRANSACTIONS

The Trust does not allocate portfolio brokerage on the basis of the sales of shares, although brokerage firms whose customers purchase Contracts which are funded by shares of the Trust may receive brokerage commissions. The Trust does not make portfolio transactions through affiliated brokers.

OTHER BUSINESS

The Board of Trustees 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 for inclusion in the proxy statement for any subsequent meeting must be received by the Trust within a reasonable period of time prior to any such shareholder 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.

 - 30 - 

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 ENLOSED VOTING INSTRUCTION FORM(S) AND RETURNING THE CARD(S) BY FEBRUARY 19, 2015 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.

By order of the Board of Trustees

 - 31 - 

ATTACHMENT A​

VIRTUS VARIABLE INSURANCE TRUST (the “Fund”)

GOVERNANCE AND NOMINATING
COMMITTEE CHARTER

Purpose

The purposes of the Committee are: (1) to identify individuals qualified to become Board members and to recommend that the Board select particular Trustee nominees; (2) to develop and recommend to the Board a set of governance principles applicable to the Fund; (3) to oversee annually the evaluation of the Board, this Committee and management of other committees of the Fund; and (4) to assist the Board in fulfilling its oversight responsibilities with respect to matters relating to the interests of the shareholders of the Fund.

Committee Composition

The Committee shall be composed of three (3) or more members of the Board of Trustees of the Fund, each of whom shall be an Independent Trustee and not an interested person (as such term is defined by section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)). One member of the Committee shall serve as Chairperson. The Board shall select the members of the Committee. Other Trustees of the Fund, 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.

Board Nominations/Independence

1.

The Committee shall recommend to the Board Trustee nominees for election at the next meeting of the Fund’s shareholders, as required. Additionally, in the event of any vacancies on or additions to the Board, the Committee shall evaluate the qualifications of candidates and make nominations for membership on the Board, as the case may be. The Committee may also recommend that a vacancy in the membership of the Board not be filled based on the then current Board’s size, composition and structure. In carrying out its responsibilities under this paragraph, the Committee shall have sole authority to retain and terminate any search firm to be used to identify Trustee candidates, including sole authority to approve the search firm’s fees and other retention terms.

​

A-1

2.

Persons nominated as Independent Trustees may not be “interested persons” of the Fund as that term is defined in the 1940 Act or such other interpretations and rules and regulations adopted in connection therewith. The Committee shall also review the composition of the Board to ensure that at least two-thirds (2/3) of the Trustees are not interested persons. With respect to such consideration of nominees and existing Trustees, the Committee shall carefully evaluate their independence from any investment adviser, principal underwriter or other principal service provider to the Fund (and any affiliate thereof). The Committee shall also take into consideration any affiliations disclosed in the then current registration statement for the Fund and any person who the Committee considers to be unlikely to exercise an appropriate degree of independence as a result of: (a) a material business or professional relationship with the Fund, its investment advisers or principal underwriter (or any of their affiliated persons); or (b) a close familial relationship with any natural person who is an investment adviser or principal underwriter (or any of their affiliated persons). The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair the independence of any existing or prospective Independent Trustee. It shall consult with counsel to the Fund concerning the requirements of the 1940 Act applicable to the selection and qualification of Independent Trustees.

​

3.

In assessing the qualifications of an existing or potential candidate for Independent Trustee membership on the Board, the Committee shall consider such other factors, as it may deem relevant.

​

Committee Nominations and Responsibilities

1.

The Committee shall make recommendations to the Board concerning the responsibilities or establishment of Board committees.

​

2.

The Committee shall review and make recommendations from time to time to the Board regarding the nature and duties of Board committees, including: (i) committee member qualifications (including, without limitation, “financial expert” status); (ii) committee member appointment and removal; (iii) committee structure and operations (including authority to delegate to subcommittees); and (iv) committee reporting to the Board. In the event of any vacancies on or additions to any committee, the Committee shall evaluate the qualifications of candidates and make recommendations on membership on any committee to the Board.

​

A-2

Fund Governance

1.

The Committee shall recommend to the Board for its approval a set of governance guidelines and shall review such guidelines from time to time as it deems necessary or appropriate and recommend any proposed changes to the Board for approval. Such procedures shall consider, among other things, whether the Board is properly constituted, if matters entrusted to the Board have been properly considered, and any other matters that the Board should properly consider.

​

2.

The Committee shall coordinate an annual self-assessment by the Board of its effectiveness. The self-assessment may include, e.g., consideration of the Board’s committee structure; the appropriateness of rotating the composition of each Committee; and whether each Board member is capable of providing sufficient oversight to the number of funds they monitor. The Committee shall promptly report its findings and conclusions to the Board.

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Other Powers and Responsibilities

1.

The Committee shall meet as necessary in connection with any vacancy on or addition to the Board (or Committee) and otherwise from time to time as it deems appropriate, but no less frequently than annually, to perform its responsibilities.

​

2.

The Committee shall have the resources and authority appropriate to discharge its responsibilities.

​

3.

The Committee shall annually review the sufficiency of the retainer and fees paid to each member of the Board and to the members of the several Committees. If the Committee finds the retainer or fees to be insufficient, they will make a recommendation to the Board.

​

4.

The Committee shall recommend to the Board any revisions or modifications to this Charter that the Committee deems necessary or appropriate to the effective exercise of its responsibilities. In addition, the Committee shall review all other Board Committee Charters from time to time and recommend the approval of all Charters, as amended, to the Board.

​

5.

The Committee shall annually consider the retention of legal counsel for the Disinterested Trustees, and if retained, shall recommend approval of legal counsel to the Disinterested Trustees to the Board. If the Committee decides to retain legal counsel, then it negotiates the retainer and fees.

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6.

The agenda and minutes for each meeting of the Committee, including the resolutions, shall be prepared and maintained by the Secretary or an Assistant Secretary of the Board and copies thereof shall be provided to the Board within a reasonable period of time following each meeting.

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A-3

7.

A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of the majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee.

​

8.

The Committee shall ordinarily meet in person; however, members may attend telephonically, and the Committee may act by written consent, to the extent permitted by law.

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9.

The Committee shall have the authority to meet privately and to admit non-members individually by invitation.

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Amended and Restated: November 15, 2010

A-4

VOTING INSTRUCTION FORM

Instructions to Policyholder/Contract Owner for Voting Shares of
Virtus Variable Insurance Trust

These proposals are 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:

•

Through the Internet, at proxy-direct.com;

​

•

By telephone, with a toll-free call to the Trust’s proxy tabulator, at 866-298-8476;

​

•

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

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•

In person, at the Special Meeting.

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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 life insurance policy (“Policyholder”) or variable annuity contract (“Contract Owner “) issued by Phoenix Life Insurance Company, PHL Variable Insurance Company, Phoenix Life and Annuity Company, Jefferson National Life Insurance Company, Jefferson National Life Insurance Company of New York, Security Benefit Life Insurance Company, First Security Benefit Life Insurance Company, Symetra Life Insurance Company or The Guardian Insurance & Annuity Company, Inc. (each an “Insurance Company”), hereby instructs the Insurance Company to cause the shares of the Trust allocable to Policyholder’s or Contract Owner’s account identified on this Voting Instruction Form, to be voted at the Special Meeting of Shareholders of the Trust to be held at 10:00 a.m. Eastern Time on February 20, 2015 at the offices of Virtus Investment Partners, Inc. at 100 Pearl Street, 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: __________________________________

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

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:

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Through the Internet, at proxy-direct.com;

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By telephone, with a toll-free call to the Trust’s proxy tabulator, at 1-800-337-3503;

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

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In person, at the Special Meeting.

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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 Stephanie Benton 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 February 20, 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 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: __________________________________

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.