DEF 14C 1 nvitlargecapgrowth.htm nvitlargecapgrowth.htm
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
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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NATIONWIDE VARIABLE INSURANCE TRUST
1000 Continental Drive, Suite 400
King of Prussia, Pennsylvania 19406
(800) 848-6331

December 8, 2011

Dear Shareholder:

The enclosed Information Statement details a recent subadviser change relating to the NVIT Large Cap Growth Fund (formerly, Oppenheimer NVIT Large Cap Growth Fund) (the “Fund”), a series of Nationwide Variable Insurance Trust (the “Trust”).

Specifically, the Board of Trustees of the Trust (the “Board”) has approved the selection of The Boston Company Asset Management, LLC (“The Boston Company”) to serve as the new subadviser to the Fund. At the same time, the Board approved the termination of OppenheimerFunds, Inc. (“Oppenheimer”) as subadviser to the Fund. These changes became effective on September 21, 2011. 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 full information statement will also be available on the Fund’s website at http://www.nationwide.com/mutualfundsshareholdernews until March 31, 2012. A paper or email copy of the full information statement may be obtained, without charge, by contacting the Fund at 877-216-4304.

The Board approved the appointment of The Boston Company as a 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:

·  
NFA’s lack of confidence in the methods, inputs and processes Oppenheimer used in applying the Fund’s investment strategies;
·  
NFA’s dissatisfaction with the inconsistent performance of the Fund; and
·  
The Boston Company’s internal resources, capability, and willingness to manage the Fund in accordance with its investment objective and principal investment strategies.

Please read the enclosed Information Statement for additional information.

We look forward to continuing to serve you and the Fund in the future.

Sincerely,
 
/s/Eric E. Miller
Eric E. Miller
Secretary, Nationwide Variable Insurance Trust
 
 

 
 

 

NATIONWIDE VARIABLE INSURANCE TRUST
1000 Continental Drive, Suite 400
King of Prussia, Pennsylvania 19406
 (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 Large Cap Growth Fund (formerly, Oppenheimer NVIT Large Cap Growth Fund) (the “Fund”), a series of the Trust. All owners (“Contract Owners”) of variable annuity contracts or variable life insurance policies (“variable contracts”) who, as of the date hereof, 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 December 19, 2011. The Information Statement is also available online at www.nationwide.com/mutualfundsshareholdernews. 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 Board, but without obtaining shareholder approval provided, among other things, that the Fund sends to its respective 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 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 September 21, 2011, The Boston Company Asset Management, LLC (“The Boston Company”) began serving as subadviser to the Fund, following the termination of Oppenheimer Funds, Inc. (“Oppenheimer”). As a result of this change, assets of the Fund previously subadvised by Oppenheimer are now subadvised by The Boston Company and the name of the Fund changed from “Oppenheimer NVIT Large Cap Growth Fund” to “NVIT Large Cap Growth Fund.”

The Boston Company is independent of NFA and discharges its responsibilities subject to the oversight and supervision of NFA and the Board. The Boston Company is paid by NFA from the 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 The Boston Company, located at One Boston Place, 14th Floor, Boston, Massachusetts 02108, as a new subadviser to the Fund. The Boston Company began serving as the Fund’s subadviser on  September 21, 2011, following action taken by the Board on September 9, 2011, to approve The Boston Company as subadviser to the Fund. The decision by the Board to approve The Boston Company as 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.

 
 

 


The Fund’s investment objective seeks long-term capital growth. Under normal conditions, the Fund invests at least 80% of its net assets in equity securities issued by large-cap companies.

As part of its ongoing monitoring duties, NFA has experienced a lack of confidence in the methods, inputs and processes Oppenheimer used in applying the Fund’s investment strategies. In particular, NFA has questioned the extent that the Oppenheimer portfolio management team employs a coordinated, partially sector-oriented process on behalf of the Fund. The Oppenheimer portfolio management team has not satisfactorily addressed these concerns.  In addition, the Fund’s performance remains inconsistent. In view of this information, NFA conducted a formal search for a single subadviser that would replace Oppenheimer.

 
NFA employed a subadviser selection process that was driven by qualitative, quantitative, and risk-related criteria, including performance record, investment strategies, and strength and depth of management. For those potential subadvisers that met the performance requirements, a number of other factors were applied, including how the potential subadviser’s strategy had performed during both up and down markets, and whether the potential subadviser could appropriately subadvise the Fund in accordance with its investment objective and principal investment strategies. Discussions and on-site due diligence visits were then conducted with the potential subadvisers that met NFA’s qualitative, quantitative, and risk due diligence processes
 
 
 
The Boston Company

Of the potential subadvisers that were evaluated, NFA found The Boston Company to be the most qualified and appropriate candidate to subadvise the Fund considering the results of a detailed due diligence process as well as the Fund’s investment objectives and strategies. The Boston Company invests in stocks selected by a team of core research analysts, with each analyst responsible for investments in his or her area of expertise. As the Fund’s portfolio managers, these analysts utilize a fundamental, bottom‐up (i.e., based on factors that are specific to individual companies) research process to identify investments for the Fund. The Fund invests in those companies in which the analysts have the highest degree of conviction or have identified a strong near‐term catalyst for earnings growth or share price appreciation. The analysts, under the direction of a lead portfolio manager, determine the Fund’s allocations among market sectors. The Fund’s portfolio is structured so that its sector weightings generally are similar to those of the Fund’s benchmark index. The Boston Company may sell securities when they reach their price targets, if it believes a company’s fundamentals are deteriorating, or if it identifies a stock that it believes offers a better investment opportunity.

Investment decisions for the Fund are made by members of The Boston Company’s core research team. The team members primarily responsible for managing the Fund are Elizabeth Slover, David Sealy and Barry Mills. Ms. Slover is a managing director of The Boston Company and is the director of The Boston Company’s core research team. She has been employed by The Boston Company since July 2005. Mr. Sealy is an analyst on the core research team of The Boston Company, where he has been employed since July 2005. Mr. Mills is an analyst on the core research team of The Boston Company,
where he has been employed since July 2005.

Based on the foregoing considerations, NFA recommended to the Board that The Boston Company be approved as subadviser to the Fund.

BOARD CONSIDERATIONS

At a Board meeting held in-person on September 9, 2011, the Board, none of the members of which are considered to be “interested persons” under the Investment Company Act of 1940 (the “1940 Act”) (“Independent Trustees”), discussed and unanimously approved the termination of Oppenheimer as subadviser to the Fund and the hiring of The Boston Company as subadviser to the Fund. The Trustees were provided with detailed materials relating to The Boston Company in advance of and at the meeting.
 
The Nature, Extent, and Quality of the Services Provided by The Boston Company as Subadviser. The Board considered the information provided by NFA relating to The Boston Company, including information relating to the impact to the Fund’s risk/return profile anticipated by NFA. The Board also examined and considered the experience of the investment
personnel of The Boston Company that would be managing the Fund. The Board concluded that the nature and extent of services were consistent with industry standards and that the quality of services was expected to be good.

Investment Performance. The Board evaluated the Fund’s investment performance and considered the performance of the portfolio managers who were expected to manage the Fund on behalf of The Boston Company. The Board found that the prospects were reasonable that The Boston Company would provide satisfactory investment performance.

Fee Level. The Board considered the Fund’s overall fee level.  The Board noted that NFA and The Boston Company agreed to a lower subadvisory fee schedule than the subadvisory fee schedule with Oppenheimer. As a result of the new fee structure, NFA proposed to share the savings with shareholders of the Fund by entering into a Fee Waiver Agreement with the Trust whereby NFA would waive 50% of the amount by which NFA will realize savings due to the new fee structure. The Board concluded that the subadvisory fees to be paid to The Boston Company were fair and reasonable in relation to the services and benefits provided to the Fund.
 
Profitability; Fall-Out Benefits. The Board considered the factor of profitability to The Boston Company as a result of the subadvisory relationship with the Fund and concluded that profitability could only be assessed after a reasonable time of service under the new arrangement. In addition, the Board considered whether any “fall-out” or ancillary benefits would accrue to The Boston Company as a result of its relationship with the Fund.

Terms of the Subadvisory Agreement. The Board reviewed the terms of the subadvisory agreement and noted that the non-compensatory terms are substantially similar in all material respects as the terms of the subadvisory agreements that the Trust currently has in place with other unaffiliated subadvisers. The Board concluded that the terms were fair and reasonable.

Conclusion. Based on the totality of multiple factors taken together, instead of any single factor, the Board concluded that the approval of the subadvisory agreement was in the best interests of the Fund and its shareholders and unanimously approved the subadvisory agreement.

THE SUBADVISORY AGREEMENT

The Boston Company has served as a subadviser to a separate series of the Trust since 2010. The subadvisory agreement with The Boston Company, dated June 25, 2010 (the “Agreement”), was approved by the Board on September 9, 2011, in order to add the Fund to the Agreement. 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, with respect to the Fund, has an initial term that expires on May 1, 2013 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, the Trust on behalf of the Fund, a majority of the outstanding voting securities of the Fund, or The Boston Company. The Agreement terminates automatically if assigned by any party.

Fees. Under the Agreement, the annual fee payable by NFA to The Boston Company (as a percentage of the Fund’s average daily net assets) is set forth in the table attached as Exhibit A. The overall net advisory fees of the Fund would decrease under the Agreement, as a result of a lower subadvisory fee schedule with The Boston Company than the previous subadvisory fee schedule with Oppenheimer and the new Fee Waiver Agreement between NFA and the Trust.

Duties. Under the Agreement, NFA is responsible for assigning all or a portion of the Fund’s assets to The Boston Company and for overseeing and reviewing the performance of The Boston Company. The Boston Company is required to manage the  Fund in accordance with the Fund’s investment objectives and policies, subject to the supervision of NFA and the Board.

 
 

 


Brokerage. Under the Agreement, The Boston Company is authorized to purchase and sell securities on behalf of the Fund through brokers or dealers The Boston Company selects and to negotiate commissions to be paid on such transactions. In doing so, The Boston Company 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 Boston Company 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 Boston Company 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 Boston Company’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 is required to indemnify The Boston Company for any liability and expenses which may be sustained by The Boston Company unless they were the result of The Boston Company’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 The Boston Company 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 Boston Company 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 Boston Company 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 in Washington, D.C. (upon payment of any applicable fees); (ii) by mail by sending your request to SEC Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102 (upon payment of any applicable fees); or (iii) at the SEC’s website – http://www.sec.gov – through the EDGAR system.

OTHER INFORMATION ABOUT THE BOSTON COMPANY

The Boston Company is located at One Boston Place, 14th Floor, Boston, Massachusetts 02108. The following table sets forth the name and principal occupation of the principal executive officer and each director of The Boston Company. The address of each person listed below is One Boston Place, 14th Floor, Boston, Massachusetts.

Name
Title
Jennifer Cassedy
Chief Compliance Officer
Corey A. Griffin
Manager
David H. Cameron
Manager
Edward H. Ladd
Manager
Scott E. Wennerholm
Manager/Trustee of Sole Member
MAM (MA) Holding Trust
Sole Member
Joseph P. Gennaco
President & Chief Operating Officer
Cyrus R. Taraporevala
Manager
John A. Park
Trustee of Sole Member

 
 

 


Mitchell E. Harris
Trustee of Sole Member
Bart A. Grenier
Chairman, CEO & CIO/Manager
Charles P. Dolan
Manager

The Boston Company is a wholly‐owned subsidiary of BNY 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.

During the fiscal year ended December 31, 2010, the Fund paid the amount to NFA as set forth in the table attached as Exhibit C.

ADDITIONAL INFORMATION

NFA serves as the Fund’s investment adviser pursuant to an Investment Advisory Agreement that was last approved by the Board, including the Independent Trustees, on March 11, 2011. The Investment Advisory Agreement was last approved by shareholders of the Fund on April 25, 2007. The key features of the Investment Advisory Agreement are described below.

Advisory Services. Under the Investment Advisory Agreement, NFA, subject to the supervision and direction of the Board:
(i) sets 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 a Fund’s assets not otherwise assigned to a subadviser. With regard to subadvisers, NFA, subject to the supervision and direction 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 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 Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund, or by NFA, in each case, upon not more 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 November 30, 2011, the Fund had issued outstanding shares in the amounts as set forth in the table attached as Exhibit D.

As of  November 30, 2011, 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 30, 2011, 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 The Boston Company 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. Shares of the Fund are available exclusively as a pooled funding vehicle for variable contracts offered by the separate accounts, or sub-accounts 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 then vote the shares of the Fund attributable to the Contract Owners in accordance with Contract Owners’ voting instructions. If voting instructions are not received, the separate accounts will vote the shares of a 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 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 1000 Continental Drive, Suite 400, King of Prussia, Pennsylvania 19406.

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 The Boston Company, nor do any such Officers or Trustees own securities issued by The Boston Company or have any other material direct or indirect interest in The Boston Company.

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,


/s/Eric E. Miller
Eric E. Miller, Secretary

December 8, 2011

 
 

 

EXHIBIT A

SUBADVISORY FEES

The annual fee payable by NFA to The Boston Company (as a percentage of the Fund’s average daily net assets under The Boston Company’s management) is set forth in the following table.

Fund
Subadvisory Fees
NVIT Large Cap Growth Fund
 
0.25% on subadviser assets up to $500 million;
0.20% on subadviser assets of $500 million and more but less than $1 billion; and
0.175% on subadviser assets of $1 billion and more.
 

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 Large Cap Growth Fund
0.50% of the Fund’s average daily net assets


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, 2010. The amount indicated is net of waivers and reimbursements.

Fund
Advisory Fees
NVIT Large Cap Growth Fund
 
$ 475,167

C-1
 
 

 
 
EXHIBIT D

As of November 30, 2011, the Fund had issued outstanding shares in the amount set forth in the table below.

Fund
Number of Shares Outstanding
NVIT Large Cap Growth Fund
Class Y
0
NVIT Large Cap Growth Fund
Class I
71,412,459.411
NVIT Large Cap Growth Fund
Class II
19,347,420.189

D-1
 
 
 

 

EXHIBIT E

As of November 30, 2011, 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 Large Cap Growth Fund Class I
   
NATIONWIDE LIFE INSURANCE COMPANY
26,050,841.174
36.48%
NWVA9
   
C/O IPO PORTFOLIO ACCOUNTING
   
PO BOX 182029
   
COLUMBUS, OH  43218-2029
   
     
NATIONWIDE LIFE INSURANCE COMPANY
22,739,232.476
31.84%
NWVAII
   
C/O IPO PORTFOLIO ACCOUNTING
   
PO BOX 182029
   
COLUMBUS, OH  43218-2029
   
     
NATIONWIDE LIFE INSURANCE COMPANY
7,114,004.465
9.96%
NWVLI4
   
C/O IPO PORTFOLIO ACCOUNTING
   
PO BOX 182029
   
COLUMBUS, OH  43218-2029
   
     
NATIONWIDE LIFE INSURANCE COMPANY
5,733,180.898
8.03%
PMLIC-VLI
   
C/O IPO PORTFOLIO ACCOUNTING
   
PO BOX 182029
   
COLUMBUS, OH  43218-2029
   
     
NVIT Large Cap Growth Fund Class II
   
NATIONWIDE LIFE INSURANCE COMPANY
15,929,619.655
82.33%
NWVAII
   
C/O IPO PORTFOLIO ACCOUNTING
   
PO BOX 182029
   
COLUMBUS, OH  43218-2029
   
     
     
NATIONWIDE LIFE INSURANCE COMPANY
2,684,720.128
13.88%
NWVA7
   
C/O IPO PORTFOLIO ACCOUNTING
   
PO BOX 182029
   
COLUMBUS, OH  43218-2029
   

E-1
 
 

 
 
NATIONWIDE VARIABLE INSURANCE TRUST
1000 Continental Drive, Suite 400
King of Prussia, Pennsylvania 19406
(800) 848-6331

NVIT Large Cap Growth Fund
(formerly, Oppenheimer NVIT Large Cap Growth Fund)

NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT

This communication presents only an overview of the more complete information statement that is available to you on the internet relating to the NVIT Large Cap Growth Fund (formerly, Oppenheimer NVIT Large Cap Growth Fund) (the “Fund”) of Nationwide Variable Insurance Trust (the “Trust”). We encourage you to access and review all of the important information contained in the information statement.

The following material is available for view: Information Statement

The Information Statement details a recent subadviser change relating to the Fund. Specifically, the Board of Trustees of the Trust (the “Board”) has approved the selection of The Boston Company Asset Management, LLC to serve as the new subadviser to the Fund. At the same time, the Board approved the termination of OppenheimerFunds Inc. as subadviser to the Fund. These changes became effective on September 21, 2011. The Trust has received an exemptive order from the U.S. Securities and Exchange Commission (“SEC”) that allows certain subadviser changes to be made without shareholder approval (the “Manager of Managers Order”). 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.

The full information statement will be available on the Fund’s website at http://www.nationwide.com/mutualfundsshareholdernews until March 31, 2012. A paper or e-mail copy of the full Information Statement
may be obtained, without charge, by contacting the Fund at 877-216-4304.

If you want to receive a paper or e-mail copy of the above listed document, you must request one.
 
There is no charge to you for requesting a copy.