UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934 (Amendment No. __)
Check the appropriate box:
| [_] | Preliminary Information Statement |
| [_] | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| [X] | Definitive Information Statement |
NATIONWIDE VARIABLE INSURANCE TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box)
| [X] | No fee required. |
| [_] | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| [_] | Fee paid previously with preliminary materials. |
| [_] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
NATIONWIDE VARIABLE INSURANCE TRUST
One Nationwide Plaza
Mail Code 5-02-210
Columbus, Ohio 43215
(800) 848-0920
June 24, 2020
Dear Shareholder:
The enclosed Information Statement details a recent subadviser change relating to the NVIT Newton Sustainable U.S. Equity Fund (the “Fund”), a series of Nationwide Variable Insurance Trust (the “Trust”). Until recently, the Fund was known as the “Neuberger Berman NVIT Socially Responsible Fund.”
Specifically, Nationwide Fund Advisors recommended, and the Board of Trustees of the Trust (the “Board”) approved, the selection of Newton Investment Management Limited to serve as the new subadviser to the Fund. At the same time, the Board approved the termination of Neuberger Berman Investment Advisers, LLC as the Fund’s subadviser. These changes became effective on May 11, 2020. The Trust has received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission (the “SEC”) that allows certain subadviser changes to be made without shareholder approval. The Manager of Managers Order requires that this Information Statement be sent to you. Additionally, the Trust has received interpretive guidance from the staff of the SEC’s Division of Investment Management allowing the Trust, in lieu of physical delivery of the Information Statement, to make the Information Statement available to you online. The Information Statement will be available on the Trust’s website at nationwide.com/personal/investing/mutual-funds/shareholder-news/ until October 31, 2020. A paper or email copy of the Information Statement may be obtained, without charge, by contacting the Trust at 866-619-8906.
Please read the enclosed Information Statement for additional information.
We look forward to continuing to serve you and the Fund in the future.
Sincerely,
Stephen R. Rimes
Secretary, Nationwide Variable Insurance Trust
1
NATIONWIDE VARIABLE INSURANCE TRUST
One Nationwide Plaza
Mail Code 5-02-210
Columbus, Ohio 43215
(800) 848-0920
INFORMATION STATEMENT
Nationwide Variable Insurance Trust (the “Trust”) is furnishing this Information Statement with respect to the NVIT Newton Sustainable U.S. Equity Fund (the “Fund”), a series of the Trust. Until recently, the Fund was known as the “Neuberger Berman NVIT Socially Responsible Fund.” All owners (“Contract Owners”) of variable annuity contracts or variable life insurance policies (“variable contracts”) who, as of June 12, 2020, had selected the Fund as an underlying investment option within their variable contract will receive this Information Statement.
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 that are unaffiliated with NFA, to terminate subadvisory relationships, and to make changes to existing subadvisory agreements with the approval of the Trust’s Board of Trustees (the “Board” or the “Trustees”), 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 underlying 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 Fund is an investment portfolio, or series, of the Trust. 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 oversight of the Board. NFA selects one or more 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 May 11, 2020, Newton Investment Management Limited (“Newton”) began serving as the subadviser to the Fund, following the termination of Neuberger Berman Investment Advisers, LLC (“Neuberger”), the Fund’s previous subadviser.
Newton is independent of NFA and discharges its responsibilities subject to the supervision of NFA and the oversight of the Board. Newton is paid a subadvisory fee by NFA from the management fees NFA receives from the Fund. In accordance with procedures adopted by the Board, the subadviser of the Fund 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 Newton, located at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, as the new subadviser to the Fund. The Board approved the appointment of Newton as the subadviser to the Fund on March 11, 2020, and Newton began serving as the subadviser to the Fund on May 11, 2020, following the termination of Neuberger. The factors considered by the Board in making its decision to approve Newton as the subadviser, as well as other important information, are described in more detail below.
RECOMMENDATION TO APPROVE SUBADVISER
As part of NFA’s duties to select and supervise the Fund’s subadviser, NFA is responsible for communicating performance expectations to, and evaluating the performance of, the subadviser and recommending to the Board whether a new subadviser 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.
The Fund’s investment objective is to seek long-term growth of capital by investing primarily in securities of companies that meet the Fund’s financial criteria and social policy. Neuberger invested primarily in equity securities of mid- to large-cap
2
companies that Neuberger believed to follow principles of good corporate citizenship, as demonstrated by leadership in environmental concerns, diversity in the work force, progressive employment and workplace practices, and community relations. Neuberger also typically considered a company’s record in public health and the nature of its products. Neuberger employed a “value” style of investing, which means investing in equity securities that Neuberger believed to be trading at prices that did not reflect a company’s intrinsic value.
Neuberger had been the Fund’s subadviser since its inception in March 2008. NFA observed that the strategy employed by Neuberger was not performing in line with NFA’s expectations and recommended the subadviser change discussed herein due to Neuberger’s underperformance relative to its category peers and benchmark index. NFA also noted that Neuberger’s strategy was not differentiated from the many competing investment products now available, which could have the effect of limiting the growth of the Fund.
For the foregoing reasons, NFA determined to replace Neuberger as the Fund’s subadviser.
NEWTON
NFA recommended to the Board that Newton be appointed to serve as the Fund’s subadviser in place of Neuberger due to its sustainability investment philosophy and process and strong risk-adjusted performance. Newton also agreed to charge a lower subadvisory fee rate that would enable NFA to provide a reduction in operating expenses to the Fund’s shareholders.
Under normal circumstances, Newton invests at least 80% of the Fund’s net assets in equity securities of U.S. issuers. For purposes of the Fund's 80% policy, a U.S. issuer is defined as a company whose stock is listed on the New York Stock Exchange or NASDAQ. The Fund invests in companies that demonstrate attractive investment attributes and sustainable business practices and have no material unresolvable environmental, social and governance (“ESG”) issues. Newton considers a company to be engaged in sustainable business practices if the company engages in such practices in an economic sense (i.e., the company’s strategy, operations and finances are stable and durable), and if the company takes appropriate measures to manage any material consequences or impact of its policies and operations in relation to ESG matters (e.g., the company’s environmental footprint, labor standards, board structure, etc.). Newton also may invest in companies where it believes it can promote sustainable business practices through ongoing company engagement and active proxy voting, such as by encouraging a company’s management to improve the company’s environmental footprint or by voting the shares a company it holds to improve that company’s governance structure.
Newton will invest the Fund’s assets primarily in common stock. The Fund may invest in stocks of companies with any market capitalization but focuses on companies with market capitalizations of $5 billion or more at the time of purchase. Newton may also invest up to 20% of the Fund’s net assets in stocks of foreign companies, including up to 10% of its net assets in the securities of issuers in emerging market countries.
Newton, utilizing both quantitative and qualitative fundamental analysis, seeks attractively priced companies with good products, strong management and strategic direction that have adopted, or are making progress towards, a sustainable business approach. Newton believes that these companies should benefit from favorable long-term trends. Newton uses an investment process that combines investment themes with fundamental research and analysis to select stocks for the Fund’s portfolio. Newton’s global industry analysts and the Fund’s investment team begin their process by considering the context provided by a series of macroeconomic investment themes, which are designed to define the broader social, financial and political environment as a framework for understanding events, trends and competitive pressures worldwide. Newton next conducts rigorous fundamental analysis of the competitive position and valuation of potential investments, systematically integrating the consideration of ESG issues through its proprietary ESG quality review, which is designed to ensure that Newton appropriately accounts for any material ESG issues of the company in determining the potential investment’s valuation.
The Fund is managed by Jeff Munroe, Yuko Takano and Rob Stewart, who are jointly and primarily responsible for the day-to-day management of the Fund.
Mr. Munroe is a portfolio manager and investment leader of the Global Equity team at Newton. He has been employed by Newton since 1993.
3
Ms. Takano is a portfolio manager and a member of the Global Equity team at Newton. She has been employed by Newton since 2011.
Mr. Stewart is a portfolio manager and Head of Responsible Research at Newton. He has been employed by Newton since 2003.
Based on the foregoing considerations, NFA recommended to the Board that Newton be approved as the subadviser to the Fund.
BOARD CONSIDERATIONS
At a meeting held on March 11, 2020, the Board, of which eight of the nine members are not considered to be “interested persons” of the Fund under the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Trustees”), discussed and, upon NFA’s recommendation, unanimously approved the appointment of Newton as the subadviser to the Fund. The Trustees were provided with detailed materials related to Newton in advance of the meeting. The Independent Trustees met in executive session with their independent legal counsel prior to the meeting to discuss information relating to the subadvisory agreement. The material factors and conclusions that formed the basis for the Board’s approval are discussed below.
The Nature, Extent and Quality of the Services to be Provided by Newton as the Subadviser. The Board considered the information provided by NFA as to Newton, including, among other things, information relating to Newton’s investment strategy and process for the Fund. The Board also considered the experience of the investment personnel of Newton who would be managing the Fund.
Investment Performance. The Board considered information concerning the past performance record of Newton in managing the investment strategy it intended to use in managing the Fund’s assets..
Fee Level. The Board considered that the sub-advisory fee rate that NFA would pay to Newton with respect to the Fund would be lower than the rate at which NFA previously paid sub-advisory fees to Neuberger. The Board took into account that NFA agreed to a voluntary waiver of its advisory fee in an amount equal to 50% of the sub-advisory fee reduction.
Profitability; Fallout Benefits. No information was presented to the Board regarding Newton’s expected profitability as a result of the Sub-advisory Agreement. The Board reviewed information regarding the expected profitability of the Fund with respect to NFA. Terms of the Subadvisory Agreement. The Board also considered that the non-compensatory terms of the subadvisory agreement are substantially similar in all material respects to the terms of the subadvisory agreements that the Trust currently has in place with other unaffiliated subadvisers.
Conclusion. Based on these and other considerations, none of which was individually determinative of the outcome, and after discussion and consideration among themselves, and with NFA, Trust counsel, and independent legal counsel, the Trustees, including all of the Independent Trustees voting separately, unanimously approved the subadvisory agreement for a two-year period commencing from the execution of the subadvisory agreement.
THE SUBADVISORY AGREEMENT
The subadvisory agreement with Newton, dated March 12, 2020 (the “Agreement”), was approved by the Board, including the Independent Trustees, on March 11, 2020. In accordance with the Manager of Managers Order, the Agreement was not submitted to the Fund’s shareholders for their approval. The terms of the Agreement are substantially similar to the terms of the previous subadvisory agreement with Neuberger. The following is a brief summary of the material terms of the Agreement.
Term. The Agreement, solely with respect to the Fund, has an initial term that expires on January 1, 2022, and continues for successive one-year terms thereafter as long as its continuance is approved by the Board or by a vote of a majority of outstanding shares of the Fund, provided that, in either case, the terms and the renewal have been approved by the vote of a majority of the Independent Trustees, cast in person, at a meeting called for the purpose of voting on such approval. The Agreement can be terminated on not more than 60 days’ written notice by NFA, by a vote of a majority of the Independent Trustees on behalf of the Fund or a majority of the outstanding voting securities of the Fund, or on not less than 120 days’ written notice by Newton. The Agreement terminates automatically if assigned by any party.
4
Fees. Under the Agreement, the annual subadvisory fee payable by NFA to the subadviser is set forth in the table attached as Exhibit A. The overall advisory fees of the Fund will not change due to the change in subadviser and based on the overall assets of the Fund.
Duties. Under the Agreement, NFA is responsible for assigning all or a portion of the Fund’s assets to the subadviser and for overseeing and reviewing the performance of the subadviser. The subadviser is required to manage the Fund’s portfolio in accordance with the Fund’s investment objectives and policies, subject to the supervision of NFA and the oversight of the Board.
Brokerage. Under the Agreement, the subadviser is authorized to purchase and sell securities on behalf of the Fund through brokers or dealers the subadviser selects and to negotiate commissions to be paid on such transactions. In doing so, the subadviser 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, the subadviser 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, reckless disregard of its duties under the Agreement, or violation of applicable law.
The subadviser 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 the subadviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties or violation of applicable law, as well as under certain other circumstances. The Agreement also contains provisions pursuant to which NFA and the Trust are required to indemnify the subadviser for any liability and expenses which may be sustained by the subadviser as a result of NFA’s or the Trust’s willful misfeasance, bad faith, gross negligence, reckless disregard of their respective duties or violation of applicable law.
Regulatory Pronouncements. The Agreement also includes provisions arising from regulatory requirements. These provisions include a requirement that the subadviser 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 the subadviser to execute securities transactions under limited circumstances through broker-dealers deemed to be affiliated with the Fund, subject to certain prohibitions on consultations between the subadviser and other subadvisers to the Fund or funds affiliated with the Fund.
Further Information. The above 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 will be on file with the SEC and will be available: (i) on the SEC’s EDGAR database via the internet at www.sec.gov; (ii) by electronic request to publicinfo@sec.gov; or (iii) by mail by sending your request to Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1520.
OTHER INFORMATION ABOUT NEWTON
Newton is located at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom. The following table sets forth the names and principal occupations of the principal executive officers of Newton. The address of each person listed below is 160 Queen Victoria Street, London EC4V 4LA, United Kingdom.
| Name | Title |
Hanneke Smits (nmi) | Chief Executive Officer and Director |
Andrew Downs | Chief Operating Officer and Director |
Curtis William Custard | Chief Investment Officer and Director |
Elizabeth Anne Roach | Chief Compliance Officer |
Newton is a registered investment adviser and is a subsidiary of The Bank of New York Mellon Corporation.
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.
5
During the fiscal year ended December 31, 2019, the Fund paid investment advisory fees to NFA as set forth in the table attached as Exhibit C.
NFA serves as the Fund’s investment adviser pursuant to an Investment Advisory Agreement that was last approved by the Board, including a majority of the Independent Trustees, on December 4, 2019. The Investment Advisory Agreement was last approved by shareholders of the Fund on April 23, 2007. The key features of the Investment Advisory Agreement are described below.
Advisory Services. Under the Investment Advisory Agreement, NFA, subject to the oversight of the Board: (i) sets the overall investment strategy for the Fund; (ii) has overall supervisory responsibility for the general management and investment of the Fund’s assets; (iii) determines the allocation of assets among one or more subadvisers, if any; and (iv) has full investment discretion to make all determinations with respect to the investment of the Fund’s assets not otherwise assigned to a subadviser. With regard to subadvisers, NFA, subject to the oversight of the Board: (i) researches and evaluates each subadviser, if any; (ii) performs initial due diligence on prospective subadvisers; (iii) monitors each subadviser’s ongoing performance; (iv) communicates performance expectations and evaluations to each subadviser; and (v) recommends to the Board whether a subadviser’s contract should be renewed, modified or terminated. NFA also is responsible for recommending changes or additions to the subadvisers and is responsible for compensating each subadviser. Finally, NFA is responsible for providing periodic reports to the Board concerning the Fund’s business and investments as the Board requests.
Continuance. The Investment Advisory Agreement may be continued from year to year by a majority vote of the Board or by a vote of a majority of the outstanding shares of the Fund, provided that, in either case, the terms and the renewal have been approved by the vote of a majority of the Independent Trustees, cast in person, at a meeting called for the purpose of voting on such approval.
Termination. The Investment Advisory Agreement provides that it may be terminated, without the payment of any penalty, by vote of a majority of the Board or by vote of a majority of the outstanding voting securities of the Fund, or by NFA, in each case, upon not less than 60 days’ written notice to the other party. The Investment Advisory Agreement also provides that it will automatically and immediately terminate in the event of its assignment.
As of June 12, 2020, the Fund had issued outstanding shares in the amounts as set forth in the table attached as Exhibit D.
As of June 12, 2020, to the Trust’s knowledge, no person, except as set forth in the table attached as 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 June 12, 2020, 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 Newton as subadviser to the Fund, the Trust is required 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. Shares of the Fund are available exclusively as a pooled funding vehicle for variable contracts offered by the separate accounts, or subaccounts thereof, of certain life insurance companies (“Participating Insurance Companies”). The Participating Insurance Companies own shares of the Fund as depositors for the Contract Owners. Thus, individual Contract Owners do not vote on such matters directly because they are not shareholders of the Fund. Rather, the Participating Insurance Companies and their separate accounts are shareholders and will vote the shares of the Fund attributable to the Contract Owners in accordance with the Contract Owners’ voting instructions. 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 are also 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.
6
The foregoing description of Contract Owner voting rights with respect to the Fund is only a 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 Joint 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. The address for NFA, NFD and NFM is One Nationwide Plaza, Mail Code 5-02-210, Columbus, Ohio 43215.
NFA is a wholly owned subsidiary of Nationwide Financial, a holding company which is a direct wholly 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 policyholders. 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 Newton, nor do any such Officers or Trustees own securities issued by Newton or have any other material direct or indirect interest in Newton.
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 800-848-0920. 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. Copies of the Information Statement may be obtained, without charge, by calling toll-free 866-619-8906.
By Order of the Board of Trustees of Nationwide Variable Insurance Trust,
Stephen R. Rimes, Secretary
June 24, 2020
7
EXHIBIT A
SUBADVISORY FEES
The annual subadvisory fees payable by NFA to Newton are set forth in the following table:
| Fund | Subadvisory Fees |
NVIT Newton Sustainable U.S. Equity Fund (formerly, Neuberger Berman NVIT Socially Responsible Fund) | 0.25% on all Subadviser Assets |
A-1
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 | Advisory Fees |
NVIT Newton Sustainable U.S. Equity Fund (formerly, Neuberger Berman NVIT Socially Responsible Fund) | 0.65% on assets up to $1 billion; and 0.60% on assets of $1 billion and more. |
B-1
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 fiscal year ended December 31, 2019. The amount indicated is after fee waivers and expense reimbursements.
| Fund | Advisory Fees |
NVIT Newton Sustainable U.S. Equity Fund (formerly, Neuberger Berman NVIT Socially Responsible Fund) | $753,333 |
C-1
EXHIBIT D
OUTSTANDING SHARES
As of June 12, 2020, the Fund had issued outstanding shares in the amounts set forth in the table below:
| Fund | Number of Shares Outstanding |
NVIT Newton Sustainable U.S. Equity Fund – Class I | 512,396.497 |
NVIT Newton Sustainable U.S. Equity Fund – Class II | 8,050,061.033 |
NVIT Newton Sustainable U.S. Equity Fund – Class Y | NONE |
D-1
EXHIBIT E
5% SHAREHOLDERS
As of June 12, 2020, 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 Newton Sustainable U.S. Equity Fund – Class I | ||
JEFFERSON NATIONAL LIFE INS CO LOUISVILLE, KY 40223 | 165,782.231 | 32.35% |
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218 | 128,645.492 | 25.11% |
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218 | 178,355.164 | 34.81% |
| NVIT Newton Sustainable U.S. Equity Fund – Class II | ||
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218 | 7,561,416.079 | 93.93% |
| NVIT Newton Sustainable U.S. Equity Fund – Class Y | ||
N/A | ||
E-1
NATIONWIDE VARIABLE INSURANCE TRUST
One Nationwide Plaza
Mail Code 5-02-210
Columbus, Ohio 43215
(800) 848‐0920
NVIT Newton Sustainable U.S. Equity Fund
(formerly, Neuberger Berman NVIT Socially Responsible Fund)
NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
June 24, 2020
This communication presents only an overview of the more complete Information Statement that is available to you on the internet relating to the NVIT Newton Sustainable U.S. Equity Fund (the “Fund”), a series of Nationwide Variable Insurance Trust (the “Trust”). Until recently, the Fund was known as the “Neuberger Berman NVIT Socially Responsible Fund.” We encourage you to access and review all of the important information contained in the Information Statement.
The following material is available for review: NVIT Newton Sustainable U.S. Equity Fund Information Statement
The Information Statement details a recent subadviser change relating to the Fund. Specifically, the Board of Trustees of the Trust (the “Board”) approved the selection of Newton Investment Management Limited to serve as the new subadviser to the Fund. At the same time, the Board approved the termination of Neuberger Berman Investment Advisers, LLC as the subadviser to the Fund. This change became effective on May 11, 2020. The Trust has received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission (the “SEC”) that allows certain subadviser changes to be made without shareholder approval. The Manager of Managers Order instead requires that the Information Statement be sent to you. Additionally, the Trust has received interpretive guidance from the staff of the SEC’s Division of Investment Management allowing the Trust, in lieu of physical delivery of the Information Statement, to make the Information Statement available to you online.
All owners (“Contract Owners”) of variable annuity contracts or variable life insurance policies (“variable contracts”) who, as of June 12, 2020, had selected the Fund as an underlying investment option within their variable contract will receive this Notice. This Notice will be sent to Contract Owners on or about July 24, 2020. The full Information Statement will be available on the Trust’s website at nationwide.com/personal/investing/mutual-funds/shareholder-news/ until October 31, 2020. A paper or email copy of the full Information Statement may be obtained, without charge, by contacting the Trust at 866-619-8906.
If you want to receive a paper or email copy of the above listed document, you must request one. There is no charge to you for requesting a copy.