Exhibit No. Ex-99.d.1
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of May, 2007
between NATIONWIDE VARIABLE INSURANCE TRUST (formerly Gartmore Variable
Insurance Trust) (the "Trust"), a Delaware statutory trust, and NATIONWIDE FUND
ADVISORS (formerly Gartmore Mutual Fund Capital Trust) (the "Adviser"), a
Delaware business trust, registered under the Investment Advisers Act of 1940,
as amended (the "Advisers Act").
W I T N E S S E T H:
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust desires to retain the Adviser to furnish certain
investment advisory services, as described herein, with respect to certain of
the series of the Trust, all as now are or may be hereafter listed on Exhibit A
to this Agreement (each, a "Fund"); and
WHEREAS, the Adviser represents that it is willing and possesses legal
authority to render such services subject to the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, the Trust and the Adviser do mutually agree and promise
as follows:
1. APPOINTMENT AS ADVISER. The Trust hereby appoints the Adviser to act
as investment adviser to each Fund subject to the terms and conditions set forth
in this Agreement. The Adviser hereby accepts such appointment and agrees to
furnish the services hereinafter described for the compensation provided for in
this Agreement.
2. DUTIES OF ADVISER.
(a) INVESTMENT MANAGEMENT SERVICES. (1) Subject to the
supervision of the Trust's Board of Trustees (and except as otherwise
permitted under the terms of any exemptive relief obtained by the
Adviser from the SEC, or by rule or regulation), the Adviser will
provide, or arrange for the provision of, a continuous investment
program and overall investment strategies for each Fund, including
investment research and management with respect to all securities and
investments and cash equivalents in each Fund. The Adviser will
determine, or arrange for others to determine, from time to time what
securities and other investments will be purchased, retained or sold by
each Fund and will implement, or arrange for others to implement, such
determinations through the placement, in the name of a Fund, of orders
for the execution of portfolio transactions with or through such
Brokers or dealers as may be so selected. The Adviser will provide, or
arrange for the provision of, the services under this Agreement in
accordance with the stated investment policies and restrictions of each
Fund as set forth in that Fund's current prospectus and statement of
additional information as currently in effect and as supplemented or
amended from time to time (collectively referred to hereinafter as the
"Prospectus") and subject to the directions of the Trust's Board of
Trustees.
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(2) Subject to the provisions of this Agreement and the 1940
Act and any exemptions thereto, the Adviser is authorized to appoint
one or more qualified subadvisers (each a "Subadviser") to provide each
Fund with certain services required by this Agreement. Each Subadviser
shall have such investment discretion and shall make all determinations
with respect to the investment of a Fund's assets as shall be assigned
to that Subadviser by the Adviser and the purchase and sale of
portfolio securities with respect to those assets and shall take such
steps as may be necessary to implement its decisions. The Adviser shall
not be responsible or liable for the investment merits of any decision
by a Subadviser to purchase, hold, or sell a security for a Fund.
(3) Subject to the supervision and direction of the Trustees,
the Adviser shall (i) have overall supervisory responsibility for the
general management and investment of a Fund's assets; (ii) determine
the allocation of assets among the Subadvisers, if any; and (iii) have
full investment discretion to make all determinations with respect to
the investment of Fund assets not otherwise assigned to a Subadviser.
(4) The Adviser shall research and evaluate each Subadviser,
if any, including (i) performing initial due diligence on prospective
Subadvisers and monitoring each Subadviser's ongoing performance; (ii)
communicating performance expectations and evaluations to the
Subadvisers; and (iii) recommending to the Trust's Board of Trustees
whether a Subadviser's contract should be renewed, modified or
terminated. The Adviser shall also recommend changes or additions to
the Subadvisers and shall compensate the Subadvisers.
(5) The Adviser shall provide to the Trust's Board of Trustees
such periodic reports concerning a Fund's business and investments as
the Board of Trustees shall reasonably request.
(b) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS.
In the performance of its duties and obligations under this Agreement,
the Adviser shall act in conformity with the Trust's Agreement and
Declaration of Trust, as from time to time amended and/or restated, and
By-Laws, as from time to time amended and/or restated, and the
Prospectus and with the instructions and directions received from the
Trustees of the Trust and will conform to and comply with the
requirements of the 1940 Act, the Internal Revenue Code of 1986, as
amended (the "Code") (including the requirements for qualification as a
regulated investment company) and all other applicable federal and
state laws and regulations.
The Adviser acknowledges and agrees that subject to the
supervision and directions of the Trust's Board of Trustees, it shall
be solely responsible for compliance with all disclosure requirements
under all applicable federal and state laws and regulations relating to
the Trust or a Fund, including, without limitation, the 1940 Act, and
the rules and regulations thereunder, except that each Subadviser shall
have liability in connection with information furnished by the
Subadviser to a Fund or to the Adviser.
(c) CONSISTENT STANDARDS. It is recognized that the Adviser
will perform various investment management and administrative services
for entities other than the Trust and the Funds; in connection with
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providing such services, the Adviser agrees to exercise the same skill
and care in performing its services under this Agreement as the Adviser
exercises in performing similar services with respect to the other
fiduciary accounts for which the Adviser has investment
responsibilities.
(d) BROKERAGE. The Adviser is authorized, subject to the
supervision of the Trust's Board of Trustees, (1) to establish and
maintain accounts on behalf of each Fund with, and to place orders for
the purchase and sale of assets not allocated to a Subadviser, with or
through, such persons, brokers or dealers ("Brokers") as Adviser may
select; and (2) to negotiate commissions to be paid on such
transactions. In the selection of such Brokers and the placing of such
orders, the Adviser shall seek to obtain for a Fund the most favorable
price and execution available, except to the extent it may be permitted
to pay higher brokerage commissions for brokerage and research
services, as provided below. In using its reasonable efforts to obtain
for a Fund the most favorable price and execution available, the
Adviser, bearing in mind the Fund's best interests at all times, shall
consider all factors it deems relevant, including price, the size of
the transaction, the nature of the market for the security, the amount
of the commission, if any, the timing of the transaction, market prices
and trends, the reputation, experience and financial stability of the
Broker involved, and the quality of service rendered by the Broker in
other transactions. Subject to such policies as the Trustees may
determine, the Adviser shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely
by reason of its having caused a Fund to pay a Broker that provides
brokerage and research services (within the meaning of Section 28(e) of
the Securities Exchange Act of 1934, as amended) to the Adviser an
amount of commission for effecting a Fund's investment transaction that
is in excess of the amount of commission that another broker would have
charged for effecting that transaction if, but only if, the Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided
by such Broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Adviser with respect
to the accounts as to which it exercises investment discretion.
It is recognized that the services provided by such Brokers
may be useful to the Adviser in connection with the Adviser's services
to other clients. On occasions when the Adviser deems the purchase or
sale of a security to be in the best interests of a Fund as well as
other clients of the Adviser, the Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation
to, aggregate the securities to be sold or purchased in order to obtain
the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of securities so sold or
purchased, as well as the expenses incurred in the transaction, will be
made by the Adviser in the manner the Adviser considers to be the most
equitable and consistent with its fiduciary obligations to each Fund
and to such other clients.
(e) SECURITIES TRANSACTIONS. The Adviser will not purchase
securities or other instruments from or sell securities or other
instruments to a Fund; provided, however, the Adviser may purchase
securities or other instruments from or sell securities or other
instruments to a Fund if such transaction is permissible under
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applicable laws and regulations, including, without limitation, the
1940 Act and the Advisers Act and the rules and regulations promulgated
thereunder or any exemption therefrom.
The Adviser agrees to observe and comply with Rule 17j-l under
the 1940 Act and the Trust's Code of Ethics, as the same may be amended
from time to time.
(f) BOOKS AND RECORDS. In accordance with the 1940 Act and the
rules and regulations promulgated thereunder, the Adviser shall
maintain separate books and detailed records of all matters pertaining
to the Funds and the Trust (the "Fund's Books and Records"), including,
without limitation, a daily ledger of such assets and liabilities
relating thereto and brokerage and other records of all securities
transactions. The Adviser acknowledges that the Fund's Books and
Records are property of the Trust. In addition, the Fund's Books and
Records shall be available to the Trust at any time upon request and
shall be available for telecopying without delay to the Trust during
any day that the Funds are open for business.
3. EXPENSES. During the term of this Agreement, the Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction charges, if any)
purchased for a Fund. The Adviser shall, at its sole expense, employ or
associate itself with such persons as it believes to be particularly fitted to
assist it in the execution of its duties under this Agreement. The Adviser shall
be responsible for the expenses and costs for the officers of the Trust and the
Trustees of the Trust who are "interested persons" (as defined in the 0000 Xxx)
of the Adviser.
It is understood that the Trust will pay all of its own expenses
including, without limitation, (1) all charges and expenses of any custodian or
depository appointed by the Trust for the safekeeping of its cash, securities
and other assets, (2) all charges and expenses paid to an administrator
appointed by the Trust to provide administrative or compliance services, (3) the
charges and expenses of any transfer agents and registrars appointed by the
Trust, (4) the charges and expenses of independent certified public accountants
and of general ledger accounting and internal reporting services for the Trust,
(5) the charges and expenses of dividend and capital gain distributions, (6) the
compensation and expenses of Trustees of the Trust who are not "interested
persons" of the Adviser, (7) brokerage commissions and issue and transfer taxes
chargeable to the Trust in connection with securities transactions to which the
Trust is a party, (8) all taxes and fees payable by the Trust to Federal, State
or other governmental agencies, (9) the cost of stock certificates representing
shares of the Trust, (10) all expenses of shareholders' and Trustees' meetings
and of preparing, printing and distributing prospectuses and reports to
shareholders, (11) charges and expenses of legal counsel for the Trust in
connection with legal matters relating to the Trust, including without
limitation, legal services rendered in connection with the Trust's existence,
financial structure and relations with its shareholders, (12) insurance and
bonding premiums, (13) association membership dues, (14) bookkeeping and the
costs of calculating the net asset value of shares of the Trust's Funds, and
(15) expenses relating to the issuance, registration and qualification of the
Trust's shares.
4. COMPENSATION. For the services provided and the expenses assumed
with respect to a Fund pursuant to this Agreement, the Adviser will be entitled
to the fee listed for each Fund on Exhibit A. Such fees will be computed daily
and payable monthly at an annual rate based on a Fund's average daily net
assets.
The method of determining net assets of a Fund for purposes hereof
shall be the same as the method of determining net assets for purposes of
establishing the offering and redemption price of the Shares as described in
each Fund's Prospectus. If this Agreement shall be effective for only a portion
of a month, the aforesaid fee shall be prorated for the portion of such month
during which this Agreement is in effect.
Notwithstanding any other provision of this Agreement, the Adviser may
from time to time agree not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof would
otherwise accrue). Any such fee reduction may be discontinued or modified by the
Adviser at any time.
5. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents
and warrants to the Trust as follows:
(a) The Adviser is registered as an investment adviser under
the Advisers Act;
(b) The Adviser is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware
with the power to own and possess its assets and carry on its business
as it is now being conducted;
(c) The execution, delivery and performance by the Adviser of
this Agreement are within the Adviser's powers and have been duly
authorized by all necessary action on the part of its shareholders
and/or trustees, and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of the
Adviser for the execution, delivery and performance by the Adviser of
this Agreement, and the execution, delivery and performance by the
Adviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii) the
Adviser's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Adviser;
(d) The Form ADV of the Adviser previously provided to the
Trust is a true and complete copy of the form, including that part or
parts of the Form ADV filed with the SEC, that part or parts maintained
in the records of the Adviser, and/or that part or parts provided or
offered to clients, in each case as required under the Advisers Act and
rules thereunder, and the information contained in such Form ADV is
accurate and complete in all material respects and does not omit to
state any material fact necessary in order to make the statements made,
in light of the circumstances under which they were made, not
misleading.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE
INFORMATION. All representations and warranties made by the Adviser pursuant to
Section 5 shall survive for the duration of this Agreement and the parties
hereto shall promptly notify each other in writing upon becoming aware that any
of the foregoing representations and warranties are no longer true.
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7. LIABILITY AND INDEMNIFICATION.
(a) LIABILITY. In the absence of willful misfeasance, bad
faith or gross negligence on the part of the Adviser or a reckless
disregard of its duties hereunder, the Adviser shall not be subject to
any liability to a Fund or the Trust, for any act or omission in the
case of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of Fund
assets; PROVIDED, HOWEVER, that nothing herein shall relieve the
Adviser from any of its obligations under applicable law, including,
without limitation, the federal and state securities laws.
(b) INDEMNIFICATION. The Adviser shall indemnify the Trust and
its officers and trustees, for any liability and expenses, including
attorneys fees, which may be sustained as a result of the Adviser's
willful misfeasance, bad faith, gross negligence, reckless disregard of
its duties hereunder or violation of applicable law, including, without
limitation, the federal and state securities laws.
8. Duration and Termination.
(a) DURATION. Unless sooner terminated, this Agreement shall
continue until May 1, 2008 with respect to any Fund covered by this
Agreement initially and, for any Fund subsequently added to this
Agreement, an initial period of no more than two years that terminates
on the second May 1st that occurs following the effective date of this
Agreement with respect to such Fund, and thereafter shall continue
automatically for successive annual periods; provided that such
continuance is specifically approved at least annually by the Trust's
Board of Trustees or the vote of the lesser of (a) 67% of the shares of
a Fund represented at a meeting if holders of more than 50% of the
outstanding shares of the Fund are present in person or by proxy or (b)
more than 50% of the outstanding shares of the Fund; and PROVIDED
FURTHER that in either event its continuance also is approved by a
majority of the Trust's Trustees who are not "interested persons" (as
defined in the 0000 Xxx) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such
approval.
(b) TERMINATION. Notwithstanding whatever may be provided
herein to the contrary, this Agreement may be terminated at any time,
without payment of any penalty by vote of a majority of the Trust's
Board of Trustees, or, with respect to a Fund, by "vote of a majority
of the outstanding voting securities" (as defined in the 0000 Xxx) of
that Fund, or by the Adviser, in each case, not less than sixty (60)
days' written notice to the other party.
This Agreement shall not be assigned (as such term is defined in the
0000 Xxx) and shall terminate automatically in the event of its assignment.
9. SERVICES NOT EXCLUSIVE. The services furnished by the Adviser
hereunder are not to be deemed exclusive, and the Adviser shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. It is understood that the action taken by the Adviser
under this Agreement may differ from the advice given or the timing or nature of
action taken with respect to other clients of the Adviser, and that a
transaction in a specific security may not be accomplished for all clients of
the Adviser at the same time or at the same price.
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10. AMENDMENT. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment shall be approved by the
Trust's Board of Trustees or by a vote of a majority of the outstanding voting
securities of a Fund (as required by the 1940 Act).
11. CONFIDENTIALITY. Subject to the duties of the Adviser and the Trust
to comply with applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as confidential
all information pertaining to a Fund and the Trust and the actions of the
Adviser and the Funds in respect thereof.
12. NOTICE. Any notice that is required to be given by the parties to
each other under the terms of this Agreement shall be in writing, delivered, or
mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
If to the Adviser:
Nationwide Fund Advisors
0000 Xxxxx Xxxx - Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
If to the Trust:
Nationwide Variable Insurance Trust
0000 Xxxxx Xxxx - Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
13. JURISDICTION. This Agreement shall be governed by and construed to
be in accordance with substantive laws of the State of Delaware without
reference to choice of law principles thereof and in accordance with the 1940
Act. In the case of any conflict, the 1940 Act shall control.
14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
together constitute one and the same instrument.
15. CERTAIN DEFINITIONS. For the purposes of this Agreement,
"interested person," "affiliated person," "assignment" shall have their
respective meanings as set forth in the 1940 Act, subject, however, to such
exemptions as may be granted by the SEC.
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16. CAPTIONS. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
17. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision or applicable law, the remainder of the
Agreement shall not be affected adversely and shall remain in full force and
effect.
18. NATIONWIDE VARIABLE INSURANCE TRUST AND ITS TRUSTEES. The terms
"Nationwide Variable Insurance Trust" and the "Trustees of Nationwide Variable
Insurance Trust" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under an
Agreement and Declaration of Trust, dated as of September 30, 2004, as has been
or may be amended from time to time, and to which reference is hereby made.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
ADVISER:
NATIONWIDE FUND ADVISORS
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TRUST:
NATIONWIDE VARIABLE INSURANCE
TRUST
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
8
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN NATIONWIDE VARIABLE INSURANCE TRUST AND
NATIONWIDE FUND ADVISORS
Effective May 1, 2007*
FUNDS OF THE TRUST ADVISORY FEES
------------------ -------------
NVIT Nationwide Fund 0.60% on assets up to $250 million
0.575% on assets of $250 million
or more but less than $1 billion
0.55% on assets of $1 billion or
more but less than $2 billion
0.525% on assets of $2 billion
or more but less than $5 billion
0.50% for assets of $5 billion
or more
Nationwide NVIT Growth Fund 0.60% on assets up to $250 million
0.575% on assets of $250 million
and more but less than $1
billion
0.55% on assets of $1 billion and more
but less than $2 billion
0.525% on assets of $2 billion and more
but less than $5 billion
0.50% for assets of $5 billion and more
Nationwide NVIT Government Bond Fund 0.50% on assets up to $250 million
0.475% on assets of $250 million
and more but less than $1
billion
0.45% on assets of $1 billion and more
but less than $2 billion
0.425% on assets of $2 billion and more
but less than $5 billion
0.40% for assets of $5 billion and more
Nationwide NVIT Money Market Fund 0.40% on assets up to $1 billion
0.38% on assets of $1 billion
and more but less than $2
billion
0.36% on assets of $2 billion and more
but less than $5 billion
0.34% for assets of $5 billion and more
Nationwide NVIT Money Market Fund II 0.50% on assets up to $1 billion
0.48% on assets of $1 billion
and more but less than $2
billion
0.46% on assets of $2 billion and more
but less than $5 billion
0.44% for assets of $5 billion and more
XX Xxxxxx NVIT Balanced Fund 0.75% on assets up to $100 million
0.70% for assets of $100 million and
more
NVIT S&P 500 Index Fund 0.13% on assets up to $1.5 billion
0.12% on assets of $1.5 billion
and more but less than $3
billion
0.11% on assets of $3 billion and more
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EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN NATIONWIDE VARIABLE INSURANCE TRUST AND
NATIONWIDE MUTUAL FUND CAPITAL TRUST
Effective May 1, 2007
FUNDS OF THE TRUST ADVISORY FEES
------------------ -------------
Xxx Xxxxxx NVIT Xxxxxxxx Value Fund 0.80% on assets up to $50 million
0.65% for assets of $50 million
and more but less than $250
million
0.60% on assets of $250 million and
more but less than $500 million
0.55% for assets of $500 million and
more
Gartmore NVIT Worldwide Leaders Fund1 0.90% on assets up to $50 million
0.85% for assets of $50 million and
more
Federated NVIT High Income Bond Fund 0.80% on assets up to $50 million
0.65% for assets of $50 million
and more but less than $250
million
0.60% on assets of $250 million and
more but less than $500 million
0.55% for assets of $500 million and
more
Xxx Xxxxxx NVIT Multi Sector Bond Fund 0.75% on assets up to $200 million
0.70% for assets of $200 million and
more
NVIT Mid Cap Index Fund 0.22% on assets up to $1.5 billion
0.21% on assets of $1.5 billion
and more but less than $3
billion
0.20% on assets of $3 billion and more
Nationwide Multi-Manager NVIT Small Cap 0.95% of the Fund's average daily net
assets
Growth Fund
Nationwide Multi-Manager NVIT Small Cap 0.90% on assets up to $200 million
Value Fund 0.85% for assets of $200 million and
more
Nationwide NVIT Mid Cap Growth Fund 0.75% on assets up to $200 million
0.70% for assets of $200 million and
more
Nationwide Multi-Manager NVIT Small 0.93% of the Fund's average daily net
assets
Company Fund
Nationwide NVIT Global Technology and 0.88% on assets up to $500 million
Communications Fund1 0.83% on assets of $500 million or
more but less than $2 billion
0.78% for assets of $2 billion and more
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EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN NATIONWIDE VARIABLE INSURANCE TRUST AND
NATIONWIDE MUTUAL FUND CAPITAL TRUST
Effective May 1, 2007
FUNDS OF THE TRUST ADVISORY FEES
------------------ -------------
Nationwide NVIT Global Health Sciences 0.90% on assets up to $500 million
Fund1 0.85% on assets of $500 or more but
less than $2 billion
0.80% for assets of $2 billion and more
Nationwide NVIT U.S. Growth Leaders
Fund2 0.90% on assets up to $500 million
0.80% on assets of $500 million
or more but less than $2 billion
0.75% on assets of $2 billion
and more
Nationwide NVIT Investor Destinations 0.13% of the Fund's average daily net
Aggressive Fund assets
Nationwide NVIT Investor Destinations
Moderately Aggressive Fund
Nationwide NVIT Investor Destinations
Moderate Fund
Nationwide NVIT Investor Destinations
Moderately Conservative Fund
Nationwide NVIT Investor Destinations
Conservative Fund
NVIT Nationwide Leaders Fund1 0.80% 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
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
NVIT Small Cap Index Fund 0.20% on assets up to $1.5 billion
0.19% on assets of $1.5 billion
and more but less than $3
billion
0.18% on assets of $3 billion and more
NVIT International Index Fund 0.27% on assets up to $1.5 billion
0.26% on assets of $1.5 billion
and more but less than $3
billion
0.25% on assets of $3 billion and more
NVIT Bond Index Fund 0.22% on assets up to $1.5 billion
0.21% on assets of $1.5 billion
and more but less than $3
billion
0.20% on assets of $3 billion and more
00
Xxxxxxxx XXXX Emerging Markets Fund1 1.05% on assets up to $500 million
1.00% on assets of $500 million
and more but less than $2
billion
0.95% for assets of $2 billion and more
Gartmore NVIT International Growth Fund1 0.90% on assets up to $500 million
0.85% on assets of $500 million
and more but less than $2
billion
0.80% for assets of $2 billion and more
Nationwide NVIT Global Financial
Services 0.90% on assets up to $500 million
Fund1 0.85% on assets of $500 million and
more but less than $2 billion
0.80 % for assets of $2 billion and
more
Gartmore NVIT Global Utilities Fund{1) 0.70% on assets up to $500 million
0.65% on assets of $500 million
and more but less than $2
billion
0.60% for assets of $2 billion and more
Gartmore NVIT Developing Markets Fund(1) 1.05% on assets up to $500 million
1.00% on assets of $500 million
and more but less than $2
billion
0.95% for assets of $2 billion and more
NVIT Enhanced Income Fund 0.35% on assets up to $500 million
0.34% on assets of $500 million
and more but less than $1
billion
0.325% for assets of $1 billion and
more but less than 3 billion
0.30% on assets of $3 illion and more
but less than 5 billion
0.285% on assets of 5 billion and more
but less han $10 billion
0.275% on ssets of $10 billion and more
* As approved at the January 11, 2007 Board Meeting.
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(1) Performance fees for the Gartmore NVIT Worldwide Leaders Fund; Nationwide
NVIT Global Technology and Communications Fund; Nationwide NVIT Global
Health Sciences Fund; NVIT Nationwide Leaders Fund; Gartmore NVIT Emerging
Markets Fund; Gartmore NVIT International Growth Fund; Nationwide NVIT
Global Financial Services Fund; Gartmore NVIT Global Utilities Fund;
Gartmore NVIT Developing Markets Fund:
The base advisory fee for each of these Funds, as set forth above, is
adjusted each quarter beginning one year after implementation of the
Performance Fee, depending upon a Fund's investment performance for the 12
months preceding the end of that month relative to the investment
performance of each respective Fund's benchmark as listed below. The base
fee is either increased or decreased proportionately by the following
amounts at each breakpoint, based upon whether a Fund has out-performed or
under-performed its respective benchmark (using the performance of each
12
such Fund's Class III Shares to measure), by more or less than a maximum of
500 basis points over the preceding rolling 12 month period as follows:
+/- 100 bps under/outperformance +/- 2bps
+/- 200 bps under/outperformance +/- 4bps
+/- 300 bps under/outperformance +/- 6bps
+/- 400 bps under/outperformance +/- 8bps
+/- 500 bps or more under/outperformance +/- 10bps
The investment performance of each Fund will be the sum of: (1) the change
in each Fund's value during such period; (2) the value of the Fund's cash
distributions (from net income and realized net gains) having an
ex-dividend date during such calculation period; and (3) the value of any
capital gains taxes paid or accrued during such calculation period for
undistributed realized long-term capital gains from the Fund. For this
purpose, the value of distributions per share of realized capital gains, of
dividends per share paid from investment income and of capital gains taxes
per share reinvested in the Fund will be the Fund's value in effect at the
close of business on the record date for the payment of such distributions
and the date on which provision is made for such taxes, after giving effect
to such distribution, dividends and taxes.
A description of the specific methodology for calculating, accruing and
paying the performance fees for the above-referenced Funds is set forth in
Exhibit B to this Agreement.
Benchmark Index Performance:
The performance of each respective benchmark Index for a calculation
period, expressed as a percentage of each Index, at the beginning of such
period will be the sum of: (1) the change in the level of the Index during
such period; and (2) the value, as calculated consistent with the Index, of
cash distributions having an ex-dividend date during such period made by
those companies whose securities comprise the Index. For this purpose, cash
distributions on the securities that comprise the Index will be treated as
if they were reinvested in the Index at least as frequently as the end of
each calendar quarter following payment of the dividend.
BENCHMARK INDICES:
-----------------
1. NVIT Worldwide Leaders Fund MSCI World Index
2. Nationwide NVIT Global Technology
and Communications Fund Xxxxxxx Sachs Technology
Composite Index
3. Nationwide NVIT Global Health
Sciences Fund Xxxxxxx Xxxxx Healthcare Index
4. NVIT Nationwide Leaders Fund S&P 500 Index
5. Gartmore NVIT Emerging Markets Fund MSCI Emerging Markets Index
6. Gartmore NVIT International Growth
Fund MSCI All Country World Free ex
U.S. Index
7. Nationwide NVIT Global Financial
Services Fund MSCI World Financial Index
8. Gartmore NVIT Global Utilities Fund 60% MSCI World Telecom Service
Index/40%
MSCI World Utilities Index
9. Gartmore NVIT Developing Markets Fund MSCI Emerging Markets Index
2 Performance fee for the Nationwide NVIT U.S. Growth Leaders Fund.
This base advisory fee listed above is adjusted each quarter, beginning one
year after commencement of operations, depending on the Fund's investment
performance for the 36 months preceding the end of that month, relative to
the investment performance of the Fund's benchmark, the S&P 500 Index. The
base fee is either increased or decreased by the following amounts at each
13
breakpoint, based on whether the Fund has out- or under-performed the S&P
500 Index by more or less than 1200 basis points over the preceding rolling
36 month period:
For assets up to $500 million +/- 22 basis points
Next $1.5 billion in assets +/- 18 basis points
Assets of $2 billion and more +/- 16 basis points
The investment performance of the Nationwide NVIT U.S. Growth Leaders Fund
will be the sum of: (1) the change in the Fund's value during such period;
(2) the value of the Fund's cash distributions (from net income and
realized net gains) having an ex-dividend date during such calculation
period; and (3) the value of any capital gains taxes paid or accrued during
such calculation period for undistributed realized long-term capital gains
from the Fund. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income
and of capital gains taxes per share reinvested in the Fund at the Fund's
value in effect at the close of business on the record date for the payment
of such distributions and dividends and the date on which provision is made
for such taxes, after giving effect to such distribution, dividends and
taxes.
S&P 500 Index Performance:
The performance of the S&P 500 Index for a calculation period, expressed as
a percentage of the S&P 500 Index, at the beginning of such period will be
the sum of: (1) the change in the level of the S&P 500 Index during such
period; and (2) the value, as calculated consistent with the S&P 500 Index,
of cash distributions having an ex-dividend date during such period made by
those companies whose securities comprise the S&P 500 Index. For this
purpose, cash distributions on the securities that comprise the S&P 500
Index will be treated as if they were reinvested in the S&P 500 Index at
least as frequently as the end of each calendar quarter following payment
of the dividend.
NATIONWIDE VARIABLE INSURANCE TRUST
By:
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Name:
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Title:
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NATIONWIDE FUND ADVISORS
By:
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Name:
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Title:
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