Exhibit No. Ex-99.h.7
MASTER-FEEDER SERVICES AGREEMENT
AGREEMENT made as of May 1, 2007, by and between NATIONWIDE VARIABLE
INSURANCE TRUST (formerly Gartmore Variable Insurance Trust), a Delaware
statutory trust (hereinafter referred to as the "Trust") on behalf of each of
the Trust's series listed on Appendix A hereto, as said appendix may be amended
from time to time (each a "Fund," and collectively, the "Funds"), and NATIONWIDE
FUND MANAGEMENT LLC, a Delaware limited liability company (hereinafter referred
to as the "Service Provider").
WITNESSETH:
WHEREAS, the Trust is engaged in business as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (hereinafter referred to as the "Investment Company Act"); and
WHEREAS, the Board of Trustees of the Trust (the "Trustees") are
authorized to establish separate series relating to separate portfolios of
securities, each of which may offer separate classes of shares; and
WHEREAS, the Trustees have established and designated each Fund as a
series of the Trust; and
WHEREAS, the Trust desires to retain the Service Provider to provide
MASTER-FEEDER operational support services to each Fund in the manner and on the
terms hereinafter set forth; and
WHEREAS, the Service Provider is willing to provide master-feeder
operational support services to each Fund on the terms and conditions hereafter
set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Service Provider hereby agree as
follows:
ARTICLE I. DUTIES OF THE SERVICE PROVIDER
(a) GENERAL DUTIES. The Trust hereby employs the Service Provider to
direct the master-feeder operational support services described below, subject
to review by and overall control of the Trustees, for the period and on the
terms and conditions set forth in this Agreement. The Service Provider hereby
accepts such employment and agrees that, during such period, at the Service
Provider's own expense, to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the compensation
provided for herein. The Trust acknowledges that certain services provided for
hereunder may be performed by entities that are affiliates of the Service
Provider ("Affiliates"), although in any such instance the Service Provider
shall remain liable to the Trust therefore. The Service Provider and its
Affiliates, for all purposes herein, shall be deemed to be independent
contractors and, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed agents of the Trust or any Fund.
(b) MASTER-FEEDER SERVICES. The Service Provider shall provide
effective operational support for the Trust and each Fund that invests all of
said Fund's net assets in another investment company with the identical
investment objectives and policies (herein each a "Feeder Fund" and a "Master
Fund," respectively), including the services required of the Feeder Funds as set
forth in a Master-Feeder Participation Agreement between the Trust on behalf of
one or more Feeder Funds and a Master Fund (the "Participation Agreement"). The
Service Provider shall arrange for or conduct the full operations of the Feeder
Funds, such duties and obligations to include, but not be limited to:
(i) providing information to the Board of Trustees to enable the
Trustees to make all necessary decisions of whether to invest the assets of a
Feeder Fund in shares of a particular Master Fund, if any;
(ii) monitoring the ongoing investment performance of the Master Fund
and its respective service providers, and the level of expenses borne by
shareholders of the Master Fund;
(iii) coordination with the Master Fund's board of directors, officers
and service providers to obtain all information, reports, certifications,
signatures and other materials necessary for the composition and filing of the
Feeder Fund's registration statements, shareholder reports and other disclosure
materials;
(iv) coordinating financial statement reports with those of the Master
Fund;
(v) coordination with the Master Fund's board of directors, officers
and service providers to obtain all information, reports, certifications,
signatures and other materials necessary to enable the Feeder Funds to prepare
and maintain such processes, materials and/or reports (including effecting the
filing thereof with the appropriate regulatory agencies) as may be necessary or
prudent pursuant to the Xxxxxxxx-Xxxxx Act of 2002;
(vi) effecting daily trades into or from the Master Fund, settling all
such transactions and performing trading and settlement reconciliations;
(vii) establishing and maintaining operational connectivity between the
Feeder Fund and the Master Fund and continuing monitoring to prevent or minimize
any resulting disadvantage to Feeder Fund shareholders;
(viii) facilitation of distribution of Master Fund proxy solicitation
materials to Feeder Fund shareholders and/or coordination with the Master Fund's
officers and service providers to incorporate Master Fund proxy information into
Feeder Fund proxy solicitation materials;
(ix) coordination with the Master Fund's officers and service providers
to enable the Feeder Funds to compile and maintain their respective books and
records as may be legally required or reasonably necessary or prudent;
(x) such activities as are necessary for the design, development and
maintenance of each Feeder Fund as a product offering to Trust shareholders;
(xi) providing regular and special reports, information and other
educational materials to the Board of Trustees concerning any particular Feeder
Fund-Master Fund structure or of master-feeder fund structures in general; and
(xii) providing such other services as are necessary or appropriate to
the efficient operation of the Feeder Funds with respect to their investment in
corresponding Master Funds.
Notwithstanding any provision herein to the contrary, it is understood
and acknowledged that the Service Provider shall have no responsibility to
provide direct portfolio management services, including but not limited to
making recommendations as to the selection of individual investment securities,
the amounts thereof or the timing or nature of their respective purchases and/or
sales.
ARTICLE II. ALLOCATION OF CHARGES AND EXPENSES
(a) THE SERVICE PROVIDER. The Service Provider assumes and shall pay,
or cause the Service Provider's Affiliate to pay, for maintaining the staff and
personnel necessary to perform the Service Provider's obligations under this
Agreement, and, at the Service Provider's own expense, shall provide the office
space, facilities and necessary personnel to perform the services which the
Service Provider is obligated to provide under Article I hereof. The Service
Provider shall pay, or cause the Service Provider's Affiliate to pay,
compensation of all Officers of the Trust and all Trustees of the Trust who are
affiliated persons of the Service Provider or of an Affiliate of the Service
Provider.
(b) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust and each Feeder Fund under this Agreement,
including, without limitation: (i) interest and taxes; (ii) insurance premiums
for fidelity and other coverage requisite to the Trust's operations; (iii)
compensation and expenses of the Trust's Trustees other than those associated or
affiliated with the Service Provider; (iv) legal and audit expenses; (v)
custodian and transfer agent fees and expenses; (vi) expenses incident to the
redemption of the Trust's shares; (vii) expenses incident to the issuance of the
Trust's shares against payment therefor by or on behalf of the subscribers
thereto; (viii) fees and expenses, other than as herein above provided, incident
to the registration under Federal and state securities laws of shares of each
Fund for public sale; (ix) expenses of printing and mailing reports,
prospectuses, notices and proxy materials to shareholders of each Fund; (x)
except as noted above, all other expenses incidental to holding meetings of the
Funds' shareholders; and (xi) such extraordinary non-recurring expenses as may
arise, including litigation, affecting a Fund and any legal obligation which the
Trust may have on behalf of a Fund to indemnify its officers and trustees with
respect thereto.
ARTICLE III. COMPENSATION OF THE SERVICE PROVIDER
MASTER-FEEDER SERVICES FEES. For the services rendered hereunder, the
facilities furnished and expenses assumed by the Service Provider, each Feeder
Fund shall pay to the Service Provider at the end of each calendar month a fee
based upon the average daily value of the net assets of such Feeder Fund, as
determined and computed in accordance with the description of the determination
of net asset value contained in the Feeder Fund's prospectus and statement of
additional information, at the annual rate of twenty-five basis points (0.25%),
commencing on the day following effectiveness hereof. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month that this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fee as set forth above. Payment of the Service Provider's compensation for
the preceding month shall be made as promptly as possible after completion of
the computations contemplated above. During any period when the determination of
net asset value is suspended by the Trustees, the net asset value of a share as
of the last business day prior to such suspension shall for this purpose be
deemed to be the net asset value at the close of each succeeding business day
until it is again determined.
ARTICLE IV. LIMITATION OF LIABILITY
OF THE SERVICE PROVIDER
The Service Provider shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in the
performance of the Service Provider's obligations hereunder, EXCEPT for willful
misfeasance, bad faith or gross negligence in the performance of Service
Provider's duties, or by reason of reckless disregard of Service Provider's
obligations and duties hereunder. As used in this Article IV, the term "Service
Provider" shall include any affiliates of the Service Provider performing
services for the Trust or a Fund contemplated hereby and partners, shareholders,
directors, officers and employees of the Service Provider and such Affiliates.
ARTICLE V. ACTIVITIES OF THE SERVICE PROVIDER
The services of the Service Provider to the Trust and the Funds are not
to be deemed to be exclusive, and the Service Provider and each Affiliate is
free to render services to others. It is understood that Trustees, officers,
employees and shareholders of the Trust and any Fund are or may become
interested in the Service Provider and Service Provider's affiliates, as
directors, officers, employees, partners, shareholders or otherwise, and that
the Service Provider and directors, officers, employees, partners and
shareholders of the Service Provider and Service Provider's Affiliates are or
may become similarly interested in the Trust or a Fund as shareholders or
otherwise.
ARTICLE VI. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective with respect to a Fund as of the
date such Fund commences investment operations as a Feeder Fund, and shall
remain in force with respect to such Fund for two (2) years thereafter, and
thereafter continue from year to year, but only so long as the Fund continues to
operate as a Feeder Fund and such continuance is specifically approved at least
annually by (i) the Trustees, and (ii) a majority of those Trustees who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Trustees or with respect to a Fund by the vote of a majority
of the outstanding voting securities of such Fund, or by the Service Provider,
on sixty (60) days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
ARTICLE VII. AMENDMENTS OF THIS AGREEMENT
This Agreement may be amended, with respect to all or only certain of
the Funds, by the parties only if such amendment is specifically approved by a
majority of those Trustees who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval.
ARTICLE VIII. DEFINITIONS OF CERTAIN TERMS
The terms "vote of majority of the outstanding voting securities,"
"assignment," "affiliated persons" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act and the Rules and Regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
said Act.
ARTICLE IX. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the
State of Delaware and the applicable provisions of the Investment Company Act.
To the extent that the applicable laws of the State of Delaware, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE X. LIMITATION OF OBLIGATION OF EACH FUND
The obligations of each Fund hereunder shall be limited to the assets
of that Fund, shall be separate from the obligations of each other series of the
Trust, and no Fund shall be liable for the obligations of any other series of
the Trust.
ARTICLE XI. DISCLAIMER OF TRUSTEE
OR SHAREHOLDER LIABILITY
The Service Provider understands and agrees that the obligations of the
Trust under this Agreement are not binding upon any trustee or shareholder of
the Trust or Fund personally, but bind only the Trust, but only with respect to
the Fund's property. The Service Provider represents that it has notice of the
provisions of the Declaration of Trust of the Trust disclaiming trustee or
shareholder liability for acts or obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written. This Agreement may be executed by
the parties hereto on any number of counterparts, all of which shall constitute
one and the same instrument.
NATIONWIDE VARIABLE INSURANCE TRUST
By:
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Name:
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Title:
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NATIONWIDE FUND MANAGEMENT LLC
By:
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Name:
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Title:
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APPENDIX A
TO THE MASTER-FEEDER SERVICES AGREEMENT BETWEEN
NATIONWIDE VARIABLE INSURANCE TRUST
AND NATIONWIDE FUND MANAGEMENT LLC
EFFECTIVE MAY 1, 2007*
NAME OF FUND
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American Funds NVIT Growth Fund
American Funds NVIT Global Growth Fund
American Funds NVIT Asset Allocation Fund
American Funds NVIT Bond Fund
American Funds NVIT Growth-Income Fund
*As most recently approved at the January 11, 2007 Board Meeting.
