SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
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NATIONWIDE VARIABLE INSURANCE TRUST
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NATIONWIDE VARIABLE INSURANCE TRUST
1200 River Road, Suite 1000
Conshohocken, Pennsylvania 19428
(800) 848-6331
February [xx], 2008
Dear Shareholders:
The enclosed Information Statement details a recent subadviser change
relating to the NVIT International Value Fund (the "Fund"), a series of
Nationwide Variable Insurance Trust (the "Trust").
Specifically, the Board of Trustees (the "Board") of the Trust has
approved, with respect to the Fund, the selection of AllianceBernstein L.P.
("AllianceBernstein") to serve as subadviser to the Fund to manage a portion of
the Fund's assets. The addition of AllianceBernstein as subadviser to the Fund
was effective on November 14, 2007. The Trust has received an exemptive order
from the U.S. Securities and Exchange Commission that allows certain subadviser
changes to be made without shareholder approval (the "Manager of Managers
Order"). The Manager of Managers Order instead requires that this Information
Statement be sent to you.
The Board selected AllianceBernstein to serve as subadviser to the Fund
upon the recommendation of Nationwide Fund Advisors ("NFA"), the investment
adviser to the Fund. This recommendation was based on several factors,
including:
o the desire to allocate management of the assets of the Fund in
consideration of the recent significant growth of assets of the Fund;
o the desire for more investment strategy diversification in the management
of the Fund with the goal to increase Fund performance;
o AllianceBernstein's investment process, experience, and performance with
international value portfolios; and
o AllianceBernstein's investment personnel who would be managing a portion of
the Fund.
Please read the enclosed Information Statement for additional information.
We look forward to continuing to serve you and the Fund in the future.
Sincerely,
Eric E. Miller
Secretary, Nationwide Variable Insurance Trust
NATIONWIDE VARIABLE INSURANCE TRUST
1200 River Road, Suite 1000
Conshohocken, Pennsylvania 19428
(800) 848-6331
INFORMATION STATEMENT
The Board of Trustees (the "Board") of Nationwide Variable Insurance Trust
(the "Trust") is furnishing this Information Statement with respect to the NVIT
International Value Fund (the "Fund"). All owners ("Contract Owners") of
variable annuity contracts or variable life insurance policies ("variable
contracts") who, as of November 14, 2007, had selected the Fund as an underlying
investment option within their variable contract will receive this Information
Statement. This Information Statement will be sent to Contract Owners on or
about February [xx], 2008. The Trust has received an exemptive order (the
"Manager of Managers Order") from the U.S. Securities and Exchange Commission
(the "SEC"), which permits Nationwide Fund Advisors ("NFA"), the Fund's
investment adviser, to hire new subadvisers which are unaffiliated with NFA, to
terminate subadvisory relationships, and to make changes to existing subadvisory
agreements with the approval of the Board, but without obtaining shareholder
approval; provided, among other things, that the Fund sends to its shareholders
(or, in this case, the Contract Owners who have selected the Fund as an
investment option) an information statement describing any new subadviser within
90 days of hiring such subadviser.
WE ARE NOT ASKING YOU FOR A PROXY OR VOTING INSTRUCTIONS AND
WE REQUEST THAT YOU NOT SEND US A PROXY OR VOTING INSTRUCTIONS.
INTRODUCTION
The Trust, on behalf of the Fund, has entered into an Investment Advisory
Agreement with NFA. Pursuant to the Investment Advisory Agreement, NFA may
select one or more subadvisers for the Fund and supervises the Fund's daily
business affairs, subject to the supervision and direction of the Board. NFA
selects subadviser(s) it believes will provide the Fund with high quality
investment management services consistent with the Fund's investment objective.
NFA is responsible for the overall monitoring of the Fund's subadviser(s).
Effective November 14, 2007, AllianceBernstein L.P. ("AllianceBernstein")
is a subadviser to a portion of the Fund's assets. AllianceBernstein is
independent of NFA, and discharges its responsibilities subject to the oversight
and supervision of NFA. AllianceBernstein is paid by NFA from the fees NFA
receives from the Fund. In accordance with procedures adopted by the Board, the
subadvisers may effect portfolio transactions through an affiliated
broker-dealer that receives brokerage commissions in connection therewith as
permitted by applicable law.
The purpose of this Information Statement is to report the selection of
AllianceBernstein, located at 1345 Avenue of the Americas, New York, New York
10105, as a subadviser to the Fund. AllianceBernstein began serving as a Fund
subadviser on November 14, 2007, following action taken by the Board on October
25, 2007 to approve AllianceBernstein as a subadviser to the Fund. The decision
by the Board to approve AllianceBernstein as a subadviser, as well as other
important information, is described in more detail below.
RECOMMENDATION TO APPROVE SUBADVISER
As part of NFA's duties to select and supervise the Fund's subadviser(s),
NFA is responsible for communicating performance expectations to, and evaluating
the performance of a subadviser and recommending to the Board whether new
subadvisers should be hired or whether a subadviser's contract with the Trust
should be renewed, modified or terminated. NFA periodically provides written
reports to the Board describing the results of its evaluation and monitoring
functions.
In recent years, there has been significant growth of the assets of the
Fund attributable to the capital appreciation of assets of the Fund and the
increased number of shareholders investing in the Fund. In order to manage the
Fund effectively in consideration of this significant growth, NFA believes it is
in the best interest of the Fund and its shareholders to allocate management of
the assets of the Fund to an additional subadviser. In addition, NFA believes
that there should be more investment strategy diversification in the management
of the Fund with the goal to increase Fund performance.
NFA conducted a broad search and review of potential subadvisers. NFA
extensively researched and analyzed many factors before choosing to recommend
AllianceBernstein as a subadviser, including the performance record, investment
strategies, and strength and depth of management of potential subadvisers. All
potential subadvisers, with at least a five-year track record in international
value portfolios, were identified. The universe of potential subadvisers was
then reviewed on relative performance. For those potential subadvisers that met
the performance requirements, a number of qualitative and quantitative factors
were applied, including whether the potential subadviser is recognized within
the mutual fund industry for its international value capabilities and
performance, whether the potential subadviser is a competitor with NFA or any of
its affiliates, and whether the potential subadviser is able to manage a
significant amount of additional assets before reaching its maximum capacity in
the applicable international value strategy. Discussions and on-site due
diligence visits were then conducted with a number of the potential subadvisers
that met the above qualitative and quantitative measures.
AllianceBernstein
Of the list of proposed subadvisers, NFA believed AllianceBernstein to be
the best overall selection as an additional subadviser to the Fund.
AllianceBernstein was selected for a number of reasons, including its: (1)
investment strategy; (2) screening process; (3) portfolio construction
methodology; (4) buy/sell discipline; and (5) performance and investment
management team. AllianceBernstein's investment strategy is to buy stocks with
the greatest amount of long-term earnings for the best price. AllianceBernstein
believes that investors often overreact to near-term events, assuming that
current conditions - good or bad - will remain unchanged. This, according to
AllianceBernstein, causes securities to become mispriced relative to their true
values or long-term earnings prospects and create compelling buying
opportunities. AllianceBernstein uses its deep fundamental research capabilities
to distinguish those companies that are undergoing temporary stress from those
that deserve their depressed valuations, and looks to exploit mispricing created
by investor overreaction.
The management of and investment decisions for the portion of the Fund
allocated to AllianceBernstein is made by the AllianceBernstein International
Value Portfolio through the International Value Investment Policy Group. Sharon
E. Fay, Kevin F. Simms, Henry S. D'Auria and Eric Franco are the senior-most
members of the Investment Policy Group.
Ms. Fay, CFA, executive vice president of AllianceBernstein, is the chief
investment officer of Global Value Equities and senior portfolio manager. Ms.
Fay has been responsible for all portfolio management and research activities
relating to international cross-border and non-U.S. value investment portfolios
of the firm since 2003. Since 1999, Ms. Fay has been chief investment officer of
the firm's U.K. and European Value Equities. Ms. Fay joined AllianceBernstein in
1990 as a research analyst in investment management and was promoted to senior
portfolio manager in 1995. She has a BA from Brown University and an MBA from
Harvard University.
Mr. Simms is co-chief investment officer of International Value Portfolio
for AllianceBernstein in addition to his role as director of research of Global
and International Value Equities, a position he has held since 2000. Between
1998 and 2000, Mr. Simms served as director of research of Emerging Markets
Value Equities. He joined AllianceBernstein in 1992 as a research analyst, and
his industry coverage over the next six years included financial services,
telecommunications and utilities. He earned a BSBA from Georgetown University
and an MBA from Harvard Business School.
Mr. D'Auria is co-chief investment officer of International Value Portfolio
of AllianceBernstein as well as chief investment officer of Emerging Markets
Value Equities. Mr. D'Auria was one of the chief architects of
AllianceBernstein's global research department, which he managed from 1998
through 2002. Over the years, he has also served as director of research of
Small Cap Value Equities and director of research of Emerging Markets Value
Equities. Mr. D'Auria joined the firm in 1991 as a research analyst covering
consumer and natural gas companies, and he later covered the financial services
industry. He earned a BA from Trinity College and is a Chartered Financial
Analyst.
Mr. Franco is a senior portfolio manager for International and Global Value
Equities, a position he has held since joining AllianceBernstein in 1998. Mr.
Franco's efforts focus on the firm's quantitative and risk-control strategies
within the Value Equities unit, and works extensively with international and
global value clients, primarily in North America. Prior to joining Bernstein, he
was an actuary in the consulting practice at Kwasha Lipton for 16 years, working
with large multinationals on the design and funding of their pension and other
employee benefits plans. Mr. Franco earned a BA in Economics from Georgetown
University and is a Chartered Financial Analyst.
Based on the foregoing factors, NFA decided to recommend that
AllianceBernstein serve as a subadviser to the Fund.
BOARD CONSIDERATIONS
At an in-person Board meeting held on September 13, 2007 and at a special
meeting of the Board on October 25, 2007, the Board, including the Trustees who
are not considered "interested persons" under the Investment Company Act of
1940, (the "1940 Act") ("Independent Trustees"), discussed and unanimously
approved the subadvisory agreement among the Trust, NFA, and AllianceBernstein,
on behalf of the Fund. The Trustees had been provided with detailed materials
relating to AllianceBernstein in advance of the meetings. The Independent
Trustees met in executive session with their independent legal counsel prior to
the meetings to discuss information relating to the change and the possible
effect on the Fund. The material factors and conclusions that formed the basis
for the approval are discussed below.
The Nature, Extent, and Quality of the Services Provided by
AllianceBernstein, as Subadviser. The Board believed that increased strategy
diversification in the management of the Fund could increase Fund performance.
The Board noted AllianceBernstein's investment experience and positive
performance with international value portfolios. The Board also examined and
considered the investment personnel of AllianceBernstein that would be managing
the portion of the Fund allocated to AllianceBernstein.
The Board then considered whether to approve the subadvisory agreement with
AllianceBernstein. The Board considered that the addition of AllianceBernstein
as a subadviser to a portion of the Fund and AllianceBernstein's complimentary
investment style could increase Fund performance. The Board stated their belief
that any change in subadviser should not result in a change in the fees paid by
the Fund. The Board noted that NFA proposed to pay AllianceBernstein's
subadvisory fees out of the advisory fee that NFA receives. As a result, there
would be no change in the advisory fees paid by the Fund.
Based on this information, the Board concluded that the nature, extent, and
quality of the subadvisory services to be provided by AllianceBernstein were
appropriate for the Fund in light of its investment objective, and thus,
unanimously agreed to approve the subadvisory agreement.
The Investment Performance of the Fund. As previously discussed above, the
Board evaluated the Fund's investment performance and considered the performance
of the portfolio managers who are expected to manage the Fund on behalf of
AllianceBernstein. The Board also reviewed the comparative performance of the
Fund based on data provided by Lipper. The Trustees concluded that the
historical investment performance record of the portfolio managers who are
expected to manage the Fund, in combination with various other factors,
supported a decision to approve the subadvisory agreement.
Fee Levels. The Board considered the Fund's overall fee level and noted
that the overall expenses of the Fund would remain the same under the
subadvisory agreement, as AllianceBernstein's fees are paid out of the advisory
fee that NFA receives from the Fund.
Economies of Scale. The Board noted that the Fund's current advisory and
subadvisory fee schedules include breakpoints that are intended to result in fee
reductions over time as assets increase.
Profitability; Fall-Out Benefits. The Board considered the factor of
profitability to AllianceBernstein as a result of the subadvisory relationship
with the Fund. In addition, the Board considered the factor of whether or not
any "fall-out" or ancillary benefits would accrue to AllianceBernsetin as a
result of its relationship with the Fund. However, since the subadvisory
relationship with AllianceBernstein is new, the Board determined that it was not
possible to accurately assess either factor at this time.
Terms of the Subadvisory Agreement. The Board reviewed the terms of the
subadvisory agreement and noted that the terms are identical in all material
respects as the terms of the subadvisory agreements that the Trust currently has
in place with its other unaffiliated subadvisers. The Board concluded that the
terms were fair and reasonable.
Conclusion. The Board, including all of the Independent Trustees, having
considered each of the foregoing factors, concluded that each factor supported a
determination to approve the subadvisory agreement. No single factor alone was
determinative in the decision of the Board, rather the totality of the factors
taken together informed the Board's decisions. The Board of Trustees concluded
that the approval of the subadvisory agreement was in the best interests of the
Fund and its respective shareholders and unanimously approved the subadvisory
agreement.
THE SUBADVISORY AGREEMENT
The subadvisory agreement with AllianceBernstein, dated October 25, 2007
(the "Agreement"), was approved by the Board on October 25, 2007. In accordance
with the Manager of Managers Order, the Agreement will not be submitted to the
Fund's shareholders for their approval. The following is a brief summary of the
material terms of the Agreement.
Term. The Agreement has an initial term that expires on May 1, 2009 and
continues for successive one-year terms thereafter as long as its continuance is
approved by the Board. The Agreement can be terminated on not more than 60 days
written notice by NFA, the Trust on behalf of the Fund, a majority of the
outstanding voting securities of the Fund, or AllianceBernstein. The Agreement
terminates automatically if assigned by any party.
Fees. Under the Agreement, the annual fee payable by NFA to
AllianceBernstein (as a percentage of the Fund's average daily net assets) is
set forth in the table attached as Exhibit A.
Duties. Under the Agreement, NFA is responsible for assigning all or a
portion of the Fund's assets to AllianceBernstein and for overseeing and
reviewing the performance of AllianceBernstein. Under the current arrangement,
AllianceBernstein will manage approximately 55% of the assets of the Fund.
AllianceBernstein is required to manage the Fund in accordance with the Fund's
investment objective and policies, subject to the supervision of NFA and the
Board.
Brokerage. Under the Agreement, AllianceBernstein is authorized to purchase
and sell securities on behalf of the Fund through brokers or dealers
AllianceBernstein selects and to negotiate commissions to be paid on such
transactions. In doing so, AllianceBernstein is required to use reasonable
efforts to obtain the most favorable price and execution available but is
permitted, subject to certain limitations, to pay brokerage commissions that are
higher than what another broker might have charged in return for brokerage and
research services.
Indemnification. Under the Agreement, AllianceBernstein and its affiliates
and controlling persons cannot be held liable to NFA, the Trust, the Fund or the
Fund's shareholders in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties under the Agreement. The
Agreement provides that nothing in the Agreement, however, relieves
AllianceBernstein from any of its obligations under federal and state securities
laws and other applicable law.
AllianceBernstein is required, under the Agreement, to indemnify NFA, the
Trust, the Fund and their respective affiliates and controlling persons for any
liability or expenses sustained by them as a result of AllianceBernstein's
willful misfeasance, bad faith, gross negligence, reckless disregard of its
duties or violation of applicable law. The Agreement contains provisions
pursuant to which NFA is required to indemnify AllianceBernstein for any
liability and expenses which may be sustained as a result of NFA's willful
misfeasance, bad faith, gross negligence, reckless disregard of its duties or
violation of applicable law. The Trust is required, under the Agreement, to
indemnify AllianceBernstein, its affiliates and its controlling persons, for any
liability and expenses sustained by them as a result of the Trust's willful
misfeasance, bad faith, gross negligence, reckless disregard of its duties or
violation of applicable law.
Regulatory Pronouncements. The Agreement also includes provisions arising
from regulatory changes. These provisions include a requirement that
AllianceBernstein establish and maintain written proxy voting procedures in
compliance with current, applicable laws and regulations, including, but not
limited to, Rule 30b1-4 under the 1940 Act. Also, the provisions include
language required by Rule 17a-10 under the 1940 Act that permits
AllianceBernstein to execute securities transactions under limited circumstances
through broker-dealers deemed to be affiliated with the Fund, subject to certain
prohibitions on consultations between AllianceBernstein and other subadvisers to
funds affiliated with the Fund.
Further Information. The foregoing description of the Agreement is only a
summary and is qualified in its entirety by reference to the text of the
Agreement. A copy of the Agreement is on file with the SEC and is available (i)
in person at the SEC's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549-2000 (upon payment of any applicable fees); (ii) by mail at the SEC,
Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-2000 (upon
payment of any applicable fees); or (iii) at the SEC's website -
http://www.sec.gov - through the EDGAR system.
OTHER INFORMATION ABOUT ALLIANCEBERNSTEIN
AllianceBernstein is located at 1345 Avenue of the Americas, New York, New
York 10105 and is wholly-owned by AllianceBernstein Corporation ("ABC"). The
following table sets forth the name and principal occupation of each principal
executive officer and each director of ABC. The address of each person listed
below is 1345 Avenue of the Americas, New York, New York 10105.
--------------------------------- ----------------------------------------
Name Title
--------------------------------- ----------------------------------------
Lewis Allan Sanders Chairman and Chief Executive Officer
of ABC
--------------------------------- ----------------------------------------
Robert Henry Joseph Jr. Senior Vice President and Chief
Financial Officer of ABC
--------------------------------- ----------------------------------------
Mark R. Manley Senior Vice President, Deputy General
Counsel, Assistant Secretary of ABC,
and Chief Compliance Officer
--------------------------------- ----------------------------------------
Gerald M. Lieberman Director, President and Chief
Operating Officer of ABC
--------------------------------- ----------------------------------------
Christopher Mark Condron Director of ABC
--------------------------------- ----------------------------------------
Lorie A. Slutsky Director of ABC
--------------------------------- ----------------------------------------
Dominique Carrel-Billiard Director of ABC
--------------------------------- ----------------------------------------
Peter Etzenbach Director of ABC
--------------------------------- ----------------------------------------
Weston Milliken Hicks Director of ABC
--------------------------------- ----------------------------------------
Richard Dziadzio Director of ABC
--------------------------------- ----------------------------------------
Alan Wright Smith Director of ABC
--------------------------------- ----------------------------------------
Henri de la Croix de Castries Director of ABC
--------------------------------- ----------------------------------------
Denis Duverne Director of ABC
--------------------------------- ----------------------------------------
Peter Joseph Torbin Director of ABC
--------------------------------- ----------------------------------------
AllianceBernstein does not act as an investment adviser or investment
subadviser for any other series of the Trust having a similar investment
objective as the Fund.
MORE ABOUT FEES AND EXPENSES
The Fund pays NFA an investment advisory fee at an effective annual rate
(as a percentage of the Fund's average daily net assets) as set forth in the
table attached as Exhibit B.
During the fiscal year ended December 31, 2007, the Fund paid the amounts
to NFA as set forth in the table attached as Exhibit C.
ADDITIONAL INFORMATION
As of November 14, 2007, the Fund had issued and outstanding the shares in
the amounts as set forth in the table attached as Exhibit D.
As of November 14, 2007, to the Trust's knowledge, no person, except as set
forth in the table at Exhibit E, had or shared voting or investment power over
more than 5% of the outstanding shares of any class of the Fund.
As of November 14, 2007, the Executive Officers and Trustees of the Trust
as a group owned less than 1% of the outstanding shares of any class of the
Fund.
Although Contract Owners are not being asked to vote on the approval of
AllianceBernstein as subadviser to the Fund, the Trust is required by the rules
of the SEC to summarize the voting rights of Contract Owners. Whenever a matter
affecting the Fund requires shareholder approval, a shareholder meeting
generally will be held and a proxy statement and proxy/voting instruction forms
will be sent to the Fund's shareholders and to Contract Owners who have selected
the Fund as an underlying mutual fund option. Contract Owners do not vote on
such matters directly because they are not shareholders of the Fund. These
separate accounts will then vote the shares of the Fund attributable to the
Contract Owners. If voting instructions are not received, the separate accounts
will vote the shares of the Fund for which voting instructions have not been
received in proportion (for, against, or abstain) to those for which timely
voting instructions have been received. As a result, those Contract Owners that
choose to vote, as compared with their actual percentage of ownership of the
Fund, may control the outcome of the vote. Each share of the Fund is entitled to
one vote, and each fraction of a share is entitled to a proportionate fractional
vote. Contract Owners will also be permitted to revoke previously submitted
voting instructions in accordance with instructions contained in the proxy
statement sent to the Fund's shareholders and to Contract Owners.
The foregoing description of Contract Owner voting rights with respect to
the Fund is only a brief summary of these rights. Whenever shareholder approval
of a matter affecting the Fund is required, the proxy statement sent to
shareholders and to Contract Owners will fully describe the voting rights of
Contract Owners and the voting procedures that will be followed at the
shareholder meeting.
Currently, Nationwide Fund Distributors LLC ("NFD"), an affiliate of NFA,
acts as the Trust's principal underwriter. Under the terms of a Fund
Administration and Transfer Agency Agreement, Nationwide Fund Management LLC
("NFM"), an indirect wholly-owned subsidiary of Nationwide Financial Services,
Inc. ("Nationwide Financial"), provides various administrative and accounting
services, including daily valuation of the Fund's shares, preparation of
financial statements, tax returns, and regulatory reports, and presentation of
quarterly reports to the Board of Trustees. NFM also serves as transfer agent
and dividend disbursing agent for the Fund. Prior to May 1, 2007, Nationwide SA
Capital Trust (then known as "Gartmore SA Capital Trust") served as
administrator to the Fund, although NFM (which was then known as "Gartmore
Investors Services, Inc.") served as transfer agent. The address for NFA, NFD,
and NFM is 1200 River Road, Suite 1000, Conshohocken, Pennsylvania 19428.
NFA is a wholly owned subsidiary of Nationwide Financial, a holding company
which is a direct majority-owned subsidiary of Nationwide Corporation. All of
the common stock of Nationwide Corporation is held by Nationwide Mutual
Insurance Company (95.2%) and Nationwide Mutual Fire Insurance Company (4.8%),
each of which is a mutual company owned by its policy holders. The address for
each of Nationwide Financial, Nationwide Corporation, Nationwide Mutual
Insurance Company and Nationwide Mutual Fire Insurance Company is One Nationwide
Plaza, Columbus, Ohio 43215.
No Officer or Trustee of the Trust is an officer, employee, or director of
AllianceBernstein, nor do any such Officers or Trustees own securities issued by
AllianceBernstein or have any other material direct or indirect interest in
AllianceBernstein.
The Trust will furnish without charge, a copy of the Trust's most recent
Annual Report to shareholders and Semiannual Report to shareholders succeeding
the Annual Report, if any, upon request. This request may be made either by
writing to the Trust at the address contained on the first page of this
Information Statement or by calling toll-free (800) 848-6331. The Annual Report
and the Semiannual Report will be mailed to you by first-class mail within three
business days of receipt of your request.
By Order of the Board of Trustees of
Nationwide Variable Insurance Trust,
Eric E. Miller, Secretary
February [xx], 2008
EXHIBIT A
SUBADVISORY FEES
The annual fee payable by NFA to AllianceBernstein (as a percentage of the
Fund's average daily net assets under AllianceBernstein's management) is set
forth in the following table.
-------------------------------- ---------------------------------------------------------
Fund Name Subadvisory Fees
-------------------------------- ---------------------------------------------------------
NVIT International Value Fund 0.72% on assets up to $25 million;
0.54% on assets of $25 million and more but less than
$50 million;
0.45% on assets of $50 million and more but less than
$100 million;
0.36% on assets of $100 million or more.
-------------------------------- ---------------------------------------------------------
EXHIBIT B
INVESTMENT ADVISORY FEES
The Fund pays NFA an investment advisory fee at an effective annual rate
(as a percentage of the Fund's average daily net assets) as set forth in the
following table.
------------------------------------------------------------------------------------------
Fund Name Advisory Fees
------------------------------------------------------------------------------------------
NVIT International Value Fund 0.75% on assets up to $500 million;
0.70% on assets of $500 million or more but less than
$2 billion;
0.65% on assets of $2 billion and more.
------------------------------------------------------------------------------------------
EXHIBIT C
INVESTMENT ADVISORY FEES PAID TO NFA
The chart below sets forth the investment advisory fees paid by the Fund to
NFA for the year ended December 31, 2007. The amount indicated is net of
waivers.
-------------------------------------------------------------------------------
Fund Advisory Fees ($)
-------------------------------------------------------------------------------
NVIT International Value Fund $1,689,385.95
-------------------------------------------------------------------------------
EXHIBIT D
As of November 14, 2007, the Fund had issued and outstanding the shares in
the amount set forth in the table attached below.
--------------------------------- ---------------------------------------------
Fund Number of Shares Outstanding
--------------------------------- ---------------------------------------------
NVIT International Value Fund
--------------------------------- ---------------------------------------------
Class I 169,015.144
--------------------------------- ---------------------------------------------
Class II 145,390.628
--------------------------------- ---------------------------------------------
Class III 8,155,089.781
--------------------------------- ---------------------------------------------
Class IV 3,370,041.983
--------------------------------- ---------------------------------------------
Class VI 15,223,329.56
--------------------------------- ---------------------------------------------
EXHIBIT E
As of November 14, 2007, to the Trust's knowledge, no person, except as set
forth in the table below, had or shared voting or investment power over more
than 5% of the outstanding shares of any class (collectively, the "shares") of
the Fund:
------------------------------------------- -------------------------------------- ----------------------
Name and Address of Shareholder Number of Shares Beneficially Owned Percentage of the class
Held by the Shareholder
------------------------------------------- ---------------------- --------------------------------------
NVIT International Value Fund Class I
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP. 169,015.144 100.00%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
NVIT International Value Fund Class II
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP 145,390.628 100.00%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
NVIT International Value Fund Class III
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP. 5,299,842.159 64.99%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP. 1,649,541.083 20.23%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP. 1,128,333.300 13.84%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
NVIT International Value Fund Class IV
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP. 2,651,802.957 78.69%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP. 718,239.026 21.31%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
NVIT International Value Fund Class VI
------------------------------------------- ---------------------- --------------------------------------
NATIONWIDE INVESTMENT SERVICES CORP. 15,223,236.374 100.00%
C/O IPO PORTFOLIO ACCOUNTING
ONE NATIONWIDE PLAZA
COLUMBUS OH 43215
------------------------------------------- ---------------------- --------------------------------------
