[Federal Register: June 18, 2009 (Volume 74, Number 116)]
[Notices]
[Page 28967-29005]
[DOCID:fr18jn09-58]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-28767; File No. 812-13495]

Nationwide Life Insurance Company, et al.

June 12, 2009.
AGENCY: Securities and Exchange Commission.

ACTION: Notice of application for an order pursuant to Section 26(c) of
the Investment Company Act of 1940 (the ``1940 Act'') and an order of
exemption pursuant to Section 17(b) of the 1940 Act from Section 17(a)
of the 1940 Act.

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    Applicants: Nationwide Life Insurance Company (``NWL''), Nationwide
Variable Account--II (``Account II''), Nationwide Variable Account--7
(``Account 7''), Nationwide Variable Account--9 (``Account 9''),
Nationwide Variable Account--14 (``Account 14''), Nationwide Multi-Flex
Variable Account (``Flex Account''), Nationwide VLI Separate Account--2
(``Account 2''), Nationwide VLI Separate Account--4 (``Account 4''),
Nationwide VLI Separate Account--7 (``VLI Account 7''), Nationwide Life
and Annuity Insurance Company (``NLAIC''), Nationwide VL Separate
Account--G (``Account G''), Nationwide Life Insurance Company of
America (``NLICA''), Nationwide Provident VLI Separate Account 1
(``Account 1''), Nationwide Life and Annuity Company of America
(``NLACA'' and together with NWL, NLAIC and NLICA, ``Insurance Company
Applicants''), Nationwide Provident VA Separate Account A (``Account
A''), and Nationwide Provident VLI Separate Account A (``VLI Account
A'' and together with Account II, Account 7, Account 9, Account 14,
Flex Account, Account 2, VLI Account 7, Account G, Account 1, and
Account A, ``Separate Accounts'' and, together with Insurance Company
Applicants, ``Section 26 Applicants''), and Nationwide Variable
Insurance Trust (``NVIT'' and together with Section 26 Applicants,
``Section 17 Applicants'').
SUMMARY: Summary of Application: Section 26 Applicants seek an order
pursuant to Section 26(c) of the 1940 Act, approving the substitutions
of certain securities (the ``Substitutions'') issued by certain
management investment companies and held by Separate Accounts to
support certain

variable annuity contracts and variable life insurance contracts (the
``Contracts'') issued by Insurance Company Applicants. Section 17
Applicants seek an order pursuant to Section 17(b) of the 1940 Act
exempting them from Section 17(a) of the 1940 Act to the extent
necessary to permit them to effectuate the proposed Substitutions by
redeeming a portion of the securities of one or more of the Existing
Funds (as defined herein) in-kind and using those securities received
to purchase shares of the Replacement Funds (as defined herein) (the
``In-Kind Transactions'').

DATES: Filing Date: The application was originally filed on February
11, 2008 and amended on June 25, 2008, March 9, 2009 and June 12, 2009.
    Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Secretary of
the Commission and serving Insurance Company Applicants and NVIT with a
copy of the request, personally or by mail. Hearing requests must be
received by the Commission by 5:30 p.m. on July 7, 2009, and should be
accompanied by proof of service on Insurance Company Applicants and
NVIT in the form of an affidavit or, for lawyers, a certificate of
service. Hearing requests should state the nature of the requester's
interest, the reason for the request, and the issues contested. Persons
who wish to be notified of a hearing may request notification by
writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090. Insurance Company Applicants and NVIT,
c/o Jamie Ruff Casto, Managing Counsel, Nationwide Insurance, One
Nationwide Plaza 1-34-201, Columbus, Ohio 43215.

FOR FURTHER INFORMATION CONTACT: Craig Ruckman, Attorney-Adviser, at
(202) 551-6753 or Harry Eisenstein, Branch Chief, Office of Insurance
Products, Division of Investment Management, at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.

Applicants' Representations

    1. NWL is a stock life insurance company organized under the laws
of the State of Ohio. NLAIC is a stock life insurance company organized
under the laws of the State of Ohio. NLICA is a stock life insurance
company organized under the laws of the State of Pennsylvania. NLACA is
a stock life insurance company organized under the laws of the State of
Pennsylvania.
    2. Each of the following separate accounts are registered as unit
investment trusts under the 1940 Act and are used to fund certain
variable contracts issued by NWL: Account II (File No. 811-3330);
Account 7 (File No. 811-8666); Account 9 (File No. 811-08241); Account
14 (File No. 811-21205); Flex Account (File No. 811-3338); Account 2
(File No. 811-5311); Account 4 (File No. 811-8301); and, VLI Account 7
(File No. 811-21610).
    Each of the following separate accounts are registered as unit
investment trusts under the 1940 Act and are used to fund certain
variable contracts issued by NLACA: Account A (File No. 811-6484); and,
VLI Account A (File No. 811-8722).
    Account G is registered as a unit investment trust under the 1940
Act (File No. 811-21697) and is used to fund certain variable contracts
issued by NLAIC.
    Account 1 is registered as a unit investment trust under the 1940
Act (File No. 811-4460) and is used to fund certain variable contracts
issued by NLICA.
    3. For purposes of the 1940 Act, NWL is the depositor and sponsor
of Account II, Account 7, Account 9, Account 14, Flex Account, Account
2, Account 4, and VLI Account 7; NLAIC is the depositor and sponsor of
Account G; NLICA is the depositor and sponsor of Account 1; and NLACA
is the depositor and sponsor of Account A and VLI Account A as those
terms have been interpreted by the Commission with respect to variable
annuity and variable life insurance separate accounts.
    4. The Contracts can be issued as individual or group contracts,
with participants of group contracts acquiring certain ownership rights
as described in the group contract or the plan documents. Contract
owners and participants in group contracts (each a ``Contract Owner'')
may allocate some or all of their Contract value to one or more sub-
accounts available as investment options under the Contract (each an
``Investment Option''). Each such Investment Option corresponds to an
underlying mutual fund in which the Separate Account invests.
Additionally, the Contract Owner may, if provided for under the
Contract, allocate some or all Contract value to a fixed account and/or
guaranteed term option, both of which are supported by the assets of
the depositor's general account.
    Each Contract permits the Contract Owner to transfer Contract value
from one Investment Option to another Investment Option available under
the Contract at any time, subject to certain restrictions and charges
described in the prospectuses for the Contracts. To the extent that the
Contracts contain restrictions or limitations on a Contract Owner's
right to transfer, such restrictions or limitations will not apply in
connection with the proposed Substitutions.
    5. Each Contract's prospectus contains provisions reserving
Insurance Company Applicants' right to substitute shares of one
Investment Option for shares of another Investment Option already
purchased or to be purchased in the future if either of the following
occurs: (i) Shares of a current Investment Option are no longer
available for investment by the Separate Account; or (ii) in the
judgment of Insurance Company Applicants' management, further
investment in such Investment Option is inappropriate in view of the
purposes of the Contract. Each Insurance Company Applicant's management
has determined that further investment in the Existing Funds is no
longer appropriate in view of the purposes of the Contracts.
    6. Each Insurance Company Applicant, on its own behalf and on
behalf of its Separate Accounts, proposes to exercise its contractual
right to substitute a different Investment Option for one of the
current Investment Options available under the Contracts. In
particular, Section 26 Applicants request an order from the Commission
pursuant to Section 26(c) of the 1940 Act approving the proposed
Substitutions of shares of the following Funds (as defined herein) of
NVIT (the ``Replacement Funds'') for shares of the corresponding
underlying mutual funds (the ``Existing Funds''), as shown in the
following Substitution table (``Substitution Table''):

------------------------------------------------------------------------
     Ref. No.             Existing funds           Replacement funds
------------------------------------------------------------------------
1.................  AIM Variable Insurance     NVIT--NVIT Multi-Manager
                     Funds--AIM V.I. Basic      Large Cap Value Fund:
                     Value Fund: Series I       Class I.
                     Shares.

2.................  AIM Variable Insurance     NVIT--NVIT Multi-Manager
                     Funds--AIM V.I. Basic      Large Cap Value Fund:
                     Value Fund: Series II      Class II.
                     Shares.
3.................  AIM Variable Insurance     NVIT--NVIT Multi-Manager
                     Funds--AIM V.I. Large      Large Cap Growth Fund:
                     Cap Growth Fund: Series    Class I.
                     I Shares.
4.................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         Mid Cap Growth Fund:
                     American Century VP        Class I.
                     Capital Appreciation
                     Fund: Class I.
5.................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         International Growth
                     American Century VP        Fund: Class III.
                     International Fund:
                     Class I.
6.................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         International Growth
                     American Century VP        Fund: Class VI.
                     International Fund:
                     Class II.
7.................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         International Growth
                     American Century VP        Fund: Class III.
                     International Fund:
                     Class III.
8.................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         International Growth
                     American Century VP        Fund: Class VI.
                     International Fund:
                     Class IV.
9.................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         Large Cap Growth Fund:
                     American Century VP        Class I.
                     Ultra Fund: Class I.
10................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         Large Cap Growth Fund:
                     American Century VP        Class II.
                     Ultra Fund: Class II.
11................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         Mid Cap Growth Fund:
                     American Century VP        Class I.
                     Vista Fund: Class I.
12................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         Mid Cap Growth Fund:
                     American Century VP        Class I.
                     Vista Fund: Class II.
13................  American Century Variable  NVIT--NVIT Multi-Manager
                     Portfolios, Inc.--         Mid Cap Growth Fund:
                     American Century VP        Class II.
                     Vista Fund: Class II.
14................  Credit Suisse Trust--      NVIT--Gartmore NVIT
                     International Equity       International Equity
                     Flex I Portfolio           Fund: Class I.
                     (formerly, International
                     Focus Portfolio).
15................  Credit Suisse Trust--      NVIT--Gartmore NVIT
                     International Equity       International Equity
                     Flex I Portfolio           Fund: Class III.
                     (formerly, International
                     Focus Portfolio).
16................  Federated Insurance        NVIT--NVIT Core Bond
                     Series--Federated          Fund: Class I.
                     Quality Bond Fund II:
                     Primary Shares.
17................  Federated Insurance        NVIT--NVIT Core Bond
                     Series--Federated          Fund: Class II.
                     Quality Bond Fund II:
                     Service Shares.
18................  Franklin Templeton         NVIT--Gartmore NVIT
                     Variable Insurance         Emerging Markets Fund:
                     Products Trust--           Class III.
                     Templeton Developing
                     Markets Securities Fund:
                     Class 3.
19................  Franklin Templeton         NVIT--Gartmore NVIT
                     Variable Insurance         Emerging Markets Fund:
                     Products Trust--           Class VI.
                     Templeton Developing
                     Markets Securities Fund:
                     Class 3.
20................  Janus Aspen Series--       NVIT--NVIT Nationwide
                     INTECH Risk-Managed Core   Fund: Class I.
                     Portfolio: Service
                     Shares.
21................  Janus Aspen Series--       NVIT--NVIT Nationwide
                     INTECH Risk-Managed Core   Fund: Class II.
                     Portfolio: Service
                     Shares.
22................  Neuberger Berman Advisers  NVIT--NVIT Multi-Manager
                     Management Trust--AMT      Mid Cap Growth Fund:
                     Growth Portfolio: I        Class I.
                     Class.
23................  Neuberger Berman Advisers  NVIT--Neuberger Berman
                     Management Trust--AMT      NVIT Multi Cap
                     Guardian Portfolio: I      Opportunities Fund:
                     Class.                     Class I.
24................  Neuberger Berman Advisers  NVIT--Gartmore NVIT
                     Management Trust--AMT      International Equity
                     International Portfolio:   Fund: Class III.
                     S Class.
25................  Neuberger Berman Advisers  NVIT--Gartmore NVIT
                     Management Trust--AMT      International Equity
                     International Portfolio:   Fund: Class VI.
                     S Class.
26................  Neuberger Berman Advisers  NVIT--NVIT Multi-Manager
                     Management Trust--AMT      Mid Cap Growth Fund:
                     Mid-Cap Growth             Class I.
                     Portfolio: I Class.
27................  Neuberger Berman Advisers  NVIT--NVIT Multi-Manager
                     Management Trust--AMT      Mid Cap Growth Fund:
                     Mid-Cap Growth             Class I.
                     Portfolio: S Class.
28................  Neuberger Berman Advisers  NVIT--NVIT Multi-Manager
                     Management Trust--AMT      Mid Cap Growth Fund:
                     Mid-Cap Growth             Class II.
                     Portfolio: S Class.
29................  Neuberger Berman Advisers  NVIT--Neuberger Berman
                     Management Trust--AMT      NVIT Multi Cap
                     Partners Portfolio: I      Opportunities Fund:
                     Class.                     Class I.
30................  Neuberger Berman Advisers  NVIT--NVIT Multi-Manager
                     Management Trust--AMT      Mid Cap Value Fund:
                     Regency Portfolio: S       Class II.
                     Class.
31................  T. Rowe Price Equity       NVIT--NVIT Short Term
                     Series, Inc.--T. Rowe      Bond Fund: Class II.
                     Price Limited Term Bond
                     Portfolio: Class II.
32................  The Universal              NVIT--NVIT Multi-Manager
                     Institutional Funds,       Mid Cap Growth Fund:
                     Inc.--Mid Cap Growth       Class I.
                     Portfolio: Class I.
33................  The Universal              NVIT--Van Kampen NVIT
                     Institutional Funds,       Real Estate Fund: Class
                     Inc.--U.S. Real Estate     I.
                     Portfolio: Class I.
34................  The Universal              NVIT--Van Kampen NVIT
                     Institutional Funds,       Real Estate Fund: Class
                     Inc.--U.S. Real Estate     II.
                     Portfolio: Class II.
35................  Van Eck Worldwide          NVIT--Gartmore NVIT
                     Insurance Trust--          Emerging Markets Fund:
                     Worldwide Emerging         Class I.
                     Markets Fund: Initial
                     Class.
36................  Van Eck Worldwide          NVIT--Gartmore NVIT
                     Insurance Trust--          Emerging Markets Fund:
                     Worldwide Emerging         Class III.
                     Markets Fund: Initial
                     Class.
37................  Van Eck Worldwide          NVIT--Gartmore NVIT
                     Insurance Trust--          Emerging Markets Fund:
                     Worldwide Emerging         Class III.
                     Markets Fund: Class R1.
38................  Wells Fargo Advantage      NVIT--NVIT Multi-Manager
                     Variable Trust--Wells      Mid Cap Growth Fund:
                     Fargo Advantage VT         Class I.
                     Discovery Fund.

39................  Wells Fargo Advantage      NVIT--NVIT Multi-Manager
                     Variable Trust--Wells      Mid Cap Growth Fund:
                     Fargo Advantage VT         Class II.
                     Discovery Fund.
40................  Wells Fargo Advantage      NVIT--NVIT Multi-Manager
                     Variable Trust--Wells      Mid Cap Value Fund:
                     Fargo Advantage VT         Class II.
                     Opportunity Fund:
                     Investor Class.
------------------------------------------------------------------------

    7. All of the Replacement Funds that correspond to the Existing
Funds are available as Investment Options in the Contracts.
    8. Each Replacement Fund is a series of NVIT, a Delaware statutory
trust. NVIT is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended, on Form N-1A (1933 Act File No. 02-73024).
NVIT is a series investment company and currently offers 58 separate
series (each a ``Fund'' and collectively, the ``Funds''). Shares of
NVIT are sold exclusively to insurance company separate accounts to
fund benefits under variable annuity contracts and variable life
insurance policies, and to employer pension and profit-sharing plans.
    9. Nationwide Fund Advisors (``NFA'') is a registered investment
adviser (Reg. No. 801-56370) and is an affiliate of Section 26
Applicants. NFA currently serves as investment adviser (``Adviser'') to
each of the Funds, including the Replacement Funds, pursuant to
investment management agreements between NVIT, on behalf of each Fund,
and NFA (the ``Management Agreements''). NFA employs a sub-advised
strategy whereby NFA serves as a ``manager of managers'' and delegates
the fund management responsibilities for each Fund to one or more third
party investment advisors (each a ``Sub-Adviser'') via investment
advisory agreements (``Sub-Advisory Agreements'').
    Pursuant to the Management Agreements, NFA's responsibilities
include general management of each Fund, including full discretion to
(i) select a new sub-adviser or an additional Sub-Adviser for each
Fund; (ii) terminate a Sub-Adviser for each Fund; (iii) enter into,
modify, and terminate Sub-Advisory Agreements; and (iv) allocate and
reallocate a Fund's assets among the Adviser and one or more Sub-
Advisers. In addition, the Adviser monitors and reports to NVIT's Board
of Trustees on the performance of each Sub-Adviser relative to such
Sub-Adviser's responsibilities of complying with the investment
objectives, policies, and restrictions of any Fund under the management
of such Sub-Adviser.
    10. NVIT received an exemptive order from the Commission on April
28, 1998 (Investment Company Act Release No. 23133) (the ``Manager of
Managers Order'') that permits the Adviser, subject to certain
conditions, including approval of the NVIT Board of Trustees, and
without the approval of shareholders, to: (i) Select a new Sub-Adviser
or additional Sub-Adviser for each Fund; (ii) terminate any existing
Sub-Adviser and/or replace the Sub-Adviser; (iii) enter into new Sub-
Advisory Agreements \1\ and/or materially modify the terms of, or
terminate, any existing Sub-Advisory Agreement; and (iv) allocate and
reallocate a Fund's assets among the Adviser and one or more Sub-
Advisers.
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    \1\ Relating to NVIT, the Adviser will not enter into any Sub-
Advisory Agreement with any Sub-Adviser that is an ``affiliated
person,'' as defined in Section 2(a)(3) of the 1940 Act, of NVIT or
the Adviser, other than by reason of serving as a Sub-Adviser to a
Fund, without such Sub-Advisory Agreement, including the
compensation to be paid thereunder, being approved by the unit
holders of any separate account for which that Fund serves as a
funding medium.
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    If a new Sub-Adviser is retained for a Fund, Contract Owners would
receive all information about the new Sub-Adviser that would be
included in a proxy statement, including any change in disclosure
caused by the addition of a new Sub-Adviser.
    11. Section 26 Applicants represent that, after the Substitution
date, the Replacement Funds will not change sub-advisers, retain any
new sub-adviser, or otherwise rely on the Manager of Managers Order
without first obtaining shareholder approval of: the new sub-adviser,
the fund's ability add or to replace a sub-adviser in reliance on the
Manager of Managers Order, or otherwise rely on the Manager of Managers
Order.
    12. The Appendix includes a comparison of the management fees, the
total operating expenses (before and after any waivers and
reimbursements) expressed as an annual percentage of average daily net
assets, and the asset levels of each Existing Fund and its
corresponding Replacement Fund. The 12b-1 fees listed in the fee tables
provided in the Appendix for each Existing Fund and Replacement Fund
represents the maximum 12b-1 fee that could be assessed by the
particular fund, except with regard to the Franklin Templeton Variable
Insurance Products Trust--Templeton Developing Markets Securities Fund:
Class 3, which is disclosed in a footnote.
    13. Set forth below is a description of the investment objectives,
the advisers, the principal investment strategies and principal risk
factors of each Existing Fund and its corresponding Replacement Fund.
BILLING CODE 8010-01-P

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BILLING CODE 8010-01-C
    14. As a result of the Substitutions, the number of Investment
Options under each Contract will either not be decreased, or, in those
cases where the number of Investment Options is being reduced, continue
to offer a significant number of alternative Investment Options.
Specifically, the number of Investment Options is currently expected to
range in number from 21 to 129 after the Substitutions versus 23 to 149
before the Substitutions.
    15. Prospectus supplements for the Contracts will be delivered to
Contract Owners at least thirty (30) days before the Substitution date.
The supplements will: (i) Notify all Contract Owners of the Insurance
Company Applicants' intent to implement the Substitutions, and that an
application has been filed in order to obtain the necessary orders to
do so; (ii) advise Contract Owners that from the date of the supplement
until the Substitution date, Contract Owners are permitted to transfer
Contract value out of any Existing Fund sub-account to any other sub-
account(s) offered under the Contract without the transfer being
treated as a transfer for purposes of transfer limitations and short-
term trading fees that would otherwise be applicable under the terms of
the Contract; (iii) instruct Contract Owners how to submit transfer
requests in light of the proposed Substitutions; (iv) advise Contract
Owners that any Contract value remaining in an Existing Fund sub-
account on the Substitution date will be transferred to the
corresponding Replacement Fund sub-account, and that the Substitutions
will take place at relative net asset value; (v) inform Contract Owners
that for at least thirty (30) days following the Substitution date, the
Insurance Company Applicants will permit Contract Owners to make
transfers of Contract value out of each Replacement Fund sub-account to
any other sub-account(s) offered under the Contract without the
transfer being treated as a transfer for purposes of transfer
limitations and short-term trading fees that would otherwise be
applicable under the terms of the Contract; and (vi) inform Contract
Owners that the respective Insurance Company Applicant will not
exercise any rights reserved by it under the Contracts to impose
additional restrictions on transfers out of a Replacement Fund for at
least thirty (30) days after the Substitution date.\2\
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    \2\ One exception to this is that the Insurance Companies may
impose restrictions on transfers to the extent necessary to prevent
or limit disruptive trading activity, as described in the
prospectuses for the Contracts and the underlying mutual funds.
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    16. The Insurance Company Applicants will cause the appropriate
prospectus supplements containing this disclosure and the prospectus
and/or supplement for the Replacement Funds to be sent to all existing
Contract Owners. New purchasers of the Contracts will be provided the
prospectus supplement, the Contract prospectus, and the prospectus and/
or supplement for the Replacement Funds in accordance with all
applicable legal requirements. Prospective purchasers of the Contracts
will be provided the prospectus supplement and the Contract prospectus.
    17. In addition to the Contract prospectus supplements distributed
to Contract Owners, within five (5) business days after the
Substitution date, Contract Owners will be sent a confirmation of the
Substitutions in accordance with Rule 10b-10 under the Securities
Exchange Act of 1934, as amended. The confirmation statement will
reiterate that the Insurance Company Applicant will not exercise any
right reserved by it under the Contracts to impose any restrictions or
fees on transfers from the Replacement Funds until at least thirty (30)
days after the Substitution date.
    18. The proposed Substitutions will take place at relative net
asset value determined on the Substitution date pursuant to Section 22
of the 1940 Act and Rule 22c-1 thereunder with no change in the amount
of any Contract Owner's Contract value, cash value, death benefit, or
dollar value of his or her investment in the Separate Accounts. Each
Substitution will be effected by redeeming shares of the Existing Fund
in cash and/or in-kind on the Substitution date at their net asset
value and using the proceeds of those redemptions to purchase shares of
the Replacement Fund at their net asset value on the same date.\3\
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    \3\ For administrative convenience, the In-Kind Transactions may
be effected through a direct transfer of securities and cash between
the custodian(s) for the Existing Fund and its corresponding
Replacement Fund, followed by the distribution of shares of the
Replacement Fund to the applicable Separate Account(s).
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    19. Contract Owners will not incur any fees or charges as a result
of the proposed Substitutions, nor will their rights or insurance
benefits or the Insurance Company Applicants' obligations under the
Contracts be altered in any way. All expenses incurred in connection
with the proposed Substitutions, including any brokerage, legal,
accounting, and other fees and expenses, will be paid by the Insurance
Company Applicants. In addition, the proposed Substitutions will not
impose any tax liability on Contract Owners. The proposed

Substitutions will not cause the Contract fees and charges currently
being paid by Contract Owners to be greater after the proposed
Substitution than before the proposed Substitution. No fees will be
charged on transfers made on the Substitution date because each
Substitution redemption and purchase will not be treated as a transfer
for purposes of assessing transfer charges or computing the number of
permissible transfers under the Contracts.
    20. For all Substitutions other than Janus Aspen Series--INTECH
Risk-Managed Core Portfolio: Service Shares to be replaced by NVIT--
NVIT Nationwide Fund: Class II (Ref. No. 21) (the ``Aspen
Substitution''), for a period of two (2) years following the
Substitution date and for those Contracts with assets allocated to the
Existing Fund on the date of the Substitution, the issuing Insurance
Company, as applicable, will reimburse, on the last business day of
each fiscal quarter, the sub-accounts investing in the applicable
Replacement Fund to the extent that the Replacement Fund's net annual
expenses for such period exceeds, on an annualized basis, the net
annual expenses of the Existing Fund for fiscal year 2008. In addition,
the Insurance Company Applicants will not increase the Contract fees
and charges that would otherwise be assessed under the terms of the
Contracts for a period of at least two (2) years following the
Substitution date.
    21. For the Aspen Substitution, where the sum of the management fee
and 12b-1 fee of the Replacement Fund is greater than (or could be
greater than) that of the Existing Fund, for those Contracts with
assets allocated to the Existing Fund on the date of the Substitution,
the issuing Insurance Company Applicant, as applicable, will reimburse,
on the last business day of each fiscal quarter, the sub-accounts
investing in the applicable Replacement Fund to the extent that the
Replacement Fund's net annual expenses for such period exceeds, on an
annualized basis, the net annual expenses of the Existing Fund for
fiscal year 2008. In addition, for those same Contracts, the Insurance
Company Applicants will not increase the Contract fees and charges that
would otherwise be assessed under the terms of the Contracts for the
duration of the Contracts.

Section 26 Applicants' Legal Analysis

    1. Section 26 Applicants request that the Commission issue an order
pursuant to Section 26(c) of the 1940 Act approving the proposed
Substitutions.
    2. Section 26 Applicants assert that Section 26(c) of the 1940 Act
makes it unlawful for the depositor of a registered unit investment
trust that invests in the securities of a single issuer to substitute
another security for such security without Commission approval. Section
26(c) further states that the Commission shall issue an order approving
such a substitution ``if the evidence establishes that it is consistent
with the protection of investors and the purposes fairly intended by
the policy and provisions of this title.''
    3. Section 26 Applicants represent that the Contracts have reserved
the right to substitute shares of another underlying mutual fund for
one of the current underlying mutual funds offered as an investment
option under the Contracts. The Contract prospectuses disclose this
right.
    4. Section 26 Applicants represent that each Replacement Fund and
its corresponding Existing Fund have similar, and in some cases
substantially similar or identical, investment objectives and
strategies. In addition, Section 26 Applicants maintain that each
proposed Substitution retains for Contract Owners the investment
flexibility and expertise in asset management, which are core
investment features of the Contracts and any impact on the investment
programs of affected Contract Owners should be negligible.
    Furthermore, Section 26 Applicants assert that the ultimate effect
of the Substitutions would be to continue to provide Contract Owners
with a wide array of investment options and managers, while at the same
time increasing administrative efficiencies of the Contracts.
Additionally, Section 26 Applicants claim that information pertaining
to the underlying mutual funds available under the Contracts will be
more consistent and thus easier for Contract Owners to navigate and
understand.
    5. Section 26 Applicants represent that after the Substitution
date, Contract Owners with Contract value invested in a Replacement
Fund will have the same or lower net operating expense ratio(s) as
before the Substitution. As indicated previously, certain expense
limits have been put in place to ensure that Contract Owners do not
incur higher expenses as a result of a Substitution for a period of
either two (2) years after the Substitution, or for the lifetime of the
Contract.
    6. Section 26 Applicants submit that the proposed Substitutions are
not of the type that Section 26 was designed to prevent, i.e.,
overreaching on the part of the depositor by permanently impacting the
investment allocations of the entire trust. In the current situation,
the Contracts provide Contract Owners with investment discretion to
allocate and reallocate their Contract value among the available
underlying mutual funds. Section 26 Applicants claim this flexibility
provides Contract Owners with the ability to reallocate their assets at
any time--either before the Substitution date, or after the
Substitution date--if they do not wish to invest in the Replacement
Fund. Thus, Section 26 Applicants assert that the likelihood of being
invested in an undesired underlying mutual fund is minimized, with the
discretion remaining with the Contract Owners, and the Substitutions,
therefore, will not result in the type of costly forced redemption that
Section 26(c) was designed to prevent.
    7. Section 26 Applicants submit that the proposed Substitutions are
also unlike the type of substitution that Section 26(c) was designed to
prevent in that the Substitutions have no impact on other aspects of
the Contracts. Specifically, Section 26 Applicants maintain that the
type of insurance coverage offered by the Insurance Company Applicants
under the applicable Contract, as well as numerous other rights and
privileges associated with the Contract, are not impacted by the
proposed Substitution. Section 26 Applicants note that Contract Owners
also may have considered the Insurance Company Applicant's size,
financial condition, and its reputation for service in selecting their
Contract. Section 26 Applicants assert that these factors will not
change as a result of the proposed Substitutions, nor will the annuity,
life, or tax benefits afforded under the Contracts held by any of the
affected Contract Owners.
    8. Section 26 Applicants submit that, for all the reasons stated
above, the proposed Substitutions are consistent with the protection of
investors and the purposes fairly intended by the policy and provisions
of the 1940 Act.

Section 17 Applicants' Legal Analysis

    1. Section 17 Applicants request that the Commission issue an order
pursuant to Section 17(b) of the 1940 Act exempting them from the
provisions of Section 17(a) of the 1940 Act to the extent necessary to
permit them to carry out the In-Kind Transactions.
    2. Section 17(a)(1) of the 1940 Act, in relevant part, generally
prohibits any affiliated person of a registered investment company (or
any affiliated person of such a person), acting as principal, from
knowingly selling any security or other property to that

company. Section 17(a)(2) of the 1940 Act generally prohibits the same
persons, acting as principals, from knowingly purchasing any security
or other property from the registered investment company. Section
2(a)(3) of the 1940 Act defines the term ``affiliated person'' of
another person, in relevant part, as:

    (A) any person directly or indirectly owning, controlling, or
holding with power to vote, 5 per centum or more of the outstanding
voting securities of such other person; (B) any person 5 per centum
or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote, by such
other person; [or] (C) any person directly or indirectly
controlling, controlled by, or under common control with, such other
person* * *

    3. Section 2(a)(9) of the 1940 Act states that any person who owns
beneficially, either directly or through one or more controlled
companies, more than 25% of the voting securities of a company shall be
presumed to control such company. Shares held by an insurance company
separate account are legally owned by the insurance company. Thus, the
Insurance Company Applicants collectively own substantially all of the
shares of NVIT. Accordingly, NVIT and its respective funds are arguably
under the control of the Insurance Company Applicants, as per Section
2(a)(9) of the 1940 Act (notwithstanding the fact that the Contract
Owners are the beneficial owners of those Separate Account shares). If
NVIT is under the common control of the Insurance Company Applicants,
then each of the Insurance Company Applicants is an affiliated person
of NVIT and its respective Funds. If NVIT and its respective Funds are
under the control of the Insurance Company Applicants, then NVIT and
its respective affiliates are affiliated persons of the Insurance
Company Applicants. Regardless of whether or not the Insurance Company
Applicants can be considered to actually control NVIT and its Funds,
because the Insurance Company Applicants and their affiliates own of
record more than 5% of the shares of each Fund and are under common
control with NFA, the Insurance Company Applicants are affiliated
persons of NVIT and its Funds. Likewise, NVIT and its respective Funds
are each an affiliated person of the Insurance Company Applicants.
    4. Section 17 Applicants represent that the proposed In-Kind
Transactions could be seen as the indirect purchase of shares of
certain Replacement Funds with portfolio securities of certain Existing
Funds and the indirect sale of portfolio securities of certain Existing
Funds for shares of certain Replacement Funds. Pursuant to this
analysis, the proposed In-Kind Transactions also could be categorized
as a purchase of shares of certain Replacement Funds by certain
Existing Funds, acting as principal, and a sale of portfolio securities
by certain Existing Funds, acting as principal, to certain Replacement
Funds. In addition, the proposed In-Kind Transactions could be viewed
as a purchase of securities from certain Existing Funds, and a sale of
securities to certain Replacement Funds, by the Insurance Company
Applicants (or their Separate Accounts), acting as principal. If
categorized in this manner, the proposed In-Kind Transactions may be
deemed to contravene Section 17(a) due to the affiliated status of
these participants.
    5. Section 17(b) of the 1940 Act provides that any person may apply
to the Commission for an exemption from the provisions of Section
17(a), and the Commission shall issue such exemptive order, if evidence
establishes that:

    (1) The terms of the proposed transaction, including the
consideration to be paid or received, are reasonable and fair and do
not involve overreaching on the part of any person concerned;
    (2) The proposed transaction is consistent with the policy of
each registered investment company concerned, as recited in its
registration statement and reports filed under [the 1940 Act]; and
    (3) The proposed transaction is consistent with the general
purposes of [the 1940 Act].

    6. The Section 17 Applicants submit that the In-Kind Transactions
meet the conditions set forth in Section 17(b) of the 1940 Act.
    7. The Section 17 Applicants submit that the terms of the In-Kind
Transactions, including the consideration to be paid and received, are
reasonable, fair, and do not involve overreaching because: (1) The
Contract Owners' Contract values will not be adversely impacted or
diluted; (2) with respect to those securities for which market
quotations are readily available, the In-Kind Transactions will comply
with the conditions set forth in Rule 17a-7, other than the requirement
relating to cash consideration; and (3) with respect to those
securities for which market quotations are not readily available, the
In-Kind Transactions will be effected in accordance with the relevant
Existing Funds' and the relevant corresponding Replacement Funds'
normal valuation procedures, as described in the relevant fund's
registration statement.
    8. Section 17 Applicants represent that Contract Owners' Contract
values will not be adversely impacted or diluted because the In-Kind
Transactions will be effected at the respective net asset values of the
Existing Funds and the Replacement Funds, as described in each fund's
registration statement and as required by Rule 22c-1 under the 1940
Act. The In-Kind Transactions will not change the dollar value of any
Contract, the accumulation unit value or annuity unit value of any
Contract, or the death benefit payable under any Contract. After the
In-Kind Transactions, the value of a Separate Account's investment in a
Replacement Fund will equal the value of its investments in the
corresponding Existing Fund (in addition to any pre-existing investment
in the Replacement Fund) before the In-Kind Transactions.
    9. The adopting release of Rule 17a-7 states that the purpose of
the rule is to set forth ``conditions as to the availability of the
exemption to those situations where the Commission, upon the basis of
its experience, considers that there is no likelihood of overreaching
of the investment companies participating in the transaction.'' \4\
Because the proposed In-Kind Transactions would comply in substance
with the conditions of the rule and since the In-Kind Transactions will
be effected at the respective net asset values of the relevant funds,
as per the registration statement for each fund and as required by Rule
22c-1 under the 1940 Act, the Section 17 Applicants submit that the
terms of the In-Kind Transactions do not present a situation where the
investment companies participating in the transaction could overreach
and potentially harm investors. Section 17 Applicants claim that the
purposes intended by implementation of the rule are therefore met by
the terms of the In-Kind Transactions.
---------------------------------------------------------------------------

    \4\ 1940 Act Rel. Nos. 4604 (May 20, 1966) (proposing release)
and 4697 (Sept. 8, 1966) (adopting release).
---------------------------------------------------------------------------

    10. Section 17 Applicants represent that the proposed In-Kind
Transactions will be effected based upon the independent current market
price of the portfolio securities as specified in Rule 17a-7(b).
Section 17 Applicants claim that the proposed In-Kind Transactions will
be consistent with the policy of each registered investment company and
separate series thereof participating in the In-Kind Transactions, as
recited in the relevant registered investment company's registration
statement and reports in accordance with Rule 17a-

7(c). No brokerage commission, fee (except for any customary transfer
fees), or other remuneration will be paid in connection with the
proposed In-Kind Transactions as specified in Rule 17a-7(d). NVIT's
board of directors has adopted and implemented the fund governance and
oversight procedures as required by Rule 17a-7(e) and (f). Finally, a
written record of the procedures for the proposed In-Kind Transactions
will be maintained and preserved in accordance with Rule 17a-7(g).
    11. Although the proposed In-Kind Transactions will not comply with
the cash consideration requirement of Rule 17a-7(a), Section 17
Applicants assert that the terms of the proposed In-Kind Transactions
will offer to each of the relevant Existing Funds and each of the
relevant Replacement Funds the same degree of protection from
overreaching that Rule 17a-7 generally provides in connection with the
purchase and sale of securities under that Rule in the ordinary course
of business. Specifically, Insurance Company Applicants and their
affiliates cannot effect the proposed In-Kind Transactions at a price
that is disadvantageous to any Replacement Fund and the proposed In-
Kind Transactions will not occur absent an exemptive order from the
Commission.
    12. Section 17 Applicants represent that for those Existing Funds
that will redeem their shares in-kind as part of the In-Kind
Transactions, such transactions will be consistent with the investment
policies of the Existing Fund because: (1) The redemption in-kind
policy is stated in the relevant Existing Fund's current registration
statement; and (2) the shares will be redeemed at their net asset value
in conformity with Rule 22c-1 under the 1940 Act. Likewise, for the
Replacement Funds that will sell shares in exchange for portfolio
securities as part of the In-Kind Transactions, such transactions will
be consistent with the investment policies of the Replacement Fund
because: (1) NVIT's policy of selling shares in exchange for investment
securities is stated in NVIT's current registration statement; (2) the
shares will be sold at their net asset value; and (2) the investment
securities will be of the type and quality that a Replacement Fund
could have acquired with the proceeds from the sale of its shares had
the shares been sold for cash. For each of the proposed In-Kind
Transactions, the Adviser and relevant Sub-Adviser(s) will analyze the
portfolio securities being offered to each relevant Replacement Fund
and will retain only those securities that it would have acquired for
each such Fund in a cash transaction.
    13. Section 17 Applicants represent that all in-kind redemptions
from an Existing Fund of which any Section 17 Applicants is an
affiliated person will be effected in accordance with the conditions
set forth in the Commission's no-action letter issued to Signature
Financial Group, Inc. (available December 28, 1999).
    14. Section 17 Applicants assert that the proposed In-Kind
Transactions, as described herein, are consistent with the general
purposes of the 1940 Act set forth in Section 1 of the 1940 Act. In
particular, the proposed In-Kind Transactions do not present any
conditions or abuses that the 1940 Act was designed to prevent.
    15. Section 17 Applicants request that the Commission issue an
order pursuant to Section 17(b) of the 1940 Act to permit them, to the
extent necessary, to carry out the proposed In-Kind Transactions.
Section 17 Applicants submit that, for all the reasons stated above:
(1) The terms of the proposed In-Kind Transactions, including the
consideration to be paid and received, are reasonable and fair to each
of the relevant Replacement Funds, each of the relevant Existing Funds,
and Contract Owners, and that the proposed In-Kind Transactions do not
involve overreaching on the part of any person concerned; (2) the
proposed In-Kind Transactions are, or will be, consistent with the
policies of the relevant Replacement Funds and the relevant Existing
Funds as stated in the relevant investment company's registration
statement and reports filed under the 1940 Act; and (3) the proposed
In-Kind Transactions are, or will be, consistent with the general
purposes of the 1940 Act.

Conclusion

    Section 26 Applicants submit that for the reasons summarized above
the proposed Substitutions meet the standards of Section 26(c) of the
1940 Act and request that the Commission issue an order of approval
pursuant to Section 26(c) of the 1940 Act. Section 17 Applicants submit
that the proposed In-Kind Transactions meet the standards of Section
17(b) of the 1940 Act and request that the Commission issue an order of
exemption pursuant to Section 17(b) of the 1940 Act.

    For the Commission, by the Division of Investment Management
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.

Appendix

1. AIM Variable Insurance Funds--AIM V.I. Basic Value Fund Replaced by
the NVIT--NVIT Multi-Manager Large Cap Value Fund (Substitution Table
Reference Nos. 1 & 2)

    AIM Variable Insurance Funds--AIM V.I. Basic Value Fund: Series I
Shares will be replaced by the NVIT--NVIT Multi-Manager Large Cap Value
Fund: Class I shares. AIM Variable Insurance Funds--AIM V.I. Basic
Value Fund: Series II Shares will be replaced by the NVIT--NVIT Multi-
Manager Large Cap Value Fund: Class II shares.
    The following chart compares the management fees, the total
operating expenses (before and after any waivers and reimbursements)
expressed as an annual percentage of average daily net assets, and the
asset levels of the AIM Variable Insurance Funds--AIM V.I. Basic Value
Fund: Series I Shares, AIM Variable Insurance Funds--AIM V.I. Basic
Value Fund: Series II Shares, NVIT--NVIT Multi-Manager Large Cap Value
Fund: Class I, and NVIT--NVIT Multi-Manager Large Cap Value Fund: Class
II.
---------------------------------------------------------------------------

    \5\ Through April 30, 2010, the fund's advisor has contractually
agreed to waive a portion of its advisory fees to the extent
necessary so that the advisory fees payable by the fund do not
exceed a specified maximum annual advisory fee rate, wherein the fee
rate is based upon average net asset levels as follows:
    0.695% of the first $250 million,
    0.67% of the next $250 million,
    0.645% of the next $500 million,
    0.62% of the next $1.5 billion,
    0.595% of the next $2.5 billion,
    0.57% of the next $2.5 billion,
    0.545% of the next $2.5 billion,
    0.52% of the excess over $10 billion.
    \6\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.02% and 1.27%, respectively.
    \7\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.77% until May 1, 2010. This limit excludes
certain Fund expenses, including interest, taxes, brokerage
commissions, Rule 12b-1 fees, fees paid pursuant to an
Administrative Services Plan, short sale dividend expenses, other
expenditures which are capitalized in accordance with generally
accepted accounting principles and other non-routine expenses not
incurred in the ordinary course of the Fund's business. NVIT is
authorized to reimburse the NFA for management fees previously
waived or reduced and/or for expenses previously paid by NFA,
provided, however, that any reimbursements must be paid at a date
not more than three years after the fiscal year in which NFA waived
the fees or reimbursed the expenses and the reimbursements do not
cause the Fund to exceed the expense limitation in the agreement.
    \8\ Represents assets held by the fund or listed share class, as
applicable.
    \9\ Based on asset levels as of 3/31/09, approximately 2% of AIM
V.I. Basic Value Fund Shares: Series I assets will be transferred to
NVIT Multi-Manager Large Cap Value Fund: Class I pursuant to the
Substitution. This transfer represents approximately 1% of the
Existing Fund's total assets.
    \10\ Based on asset levels as of 3/31/09, approximately 19% of
AIM V.I. Basic Value Fund Shares: Series II assets will be
transferred to NVIT Multi-Manager Large Cap Value Fund: Class II
pursuant to the Substitution. This transfer represents approximately
9% of the Existing Fund's total assets.

----------------------------------------------------------------------------------------------------------------
                                                           Existing fund                 Replacement fund
                                                 ---------------------------------------------------------------
                                                  AIM variable insurance funds--   NVIT-NVIT multi-manager large
                                                     AIM V.I. basic value fund            cap value fund
                                                              shares             -------------------------------
                                                 --------------------------------
                                                     Series I        Series II        Class I        Class II
----------------------------------------------------------------------------------------------------------------
Management Fees.................................       \5\ 0.68%       \5\ 0.68%           0.65%           0.65%
12b-1 Fees......................................           0.00%           0.25%           0.00%           0.25%
Other Expenses..................................           0.35%           0.35%       \6\ 0.37%       \6\ 0.37%
Total Gross Expenses............................           1.03%           1.28%           1.02%           1.27%
Waivers/Reimbursements..........................           0.00%           0.00%       \7\ 0.10%       \7\ 0.10%
Total Net Expenses..............................           1.03%           1.28%           0.92%           1.17%
Fund/Class \8\ Asset Level ($MMs) (5/20/09).....      \9\ $170.3     \10\ $143.4            $0.2            $5.9
----------------------------------------------------------------------------------------------------------------

2. AIM Variable Insurance Funds--AIM V.I. Large Cap Growth Fund: Series
I Shares Replaced by the NVIT--NVIT Multi-Manager Large Cap Growth
Fund: Class I (Substitution Table Reference No. 3)
    The following chart compares the management fees, the total
operating expenses (before and after any waivers and reimbursements)
expressed as an annual percentage of average daily net assets, and the
asset levels of the AIM Variable Insurance Funds--AIM V.I. Large Cap
Growth Fund: Series I Shares and the NVIT--NVIT Multi-Manager Large Cap
Growth Fund: Class I.
---------------------------------------------------------------------------

    \11\ Through April 30, 2010, the fund's advisor has
contractually agreed to waive a portion of its advisory fees to the
extent necessary so that the advisory fees payable by the fund do
not exceed a specified maximum annual advisory fee rate, wherein the
fee rate is based upon average levels as follows:
     0.695% of the first $250 million,
     0.67% of the next $250 million,
     0.645% of the next $500 million,
     0.62% of the next $1.5 billion,
     0.595% of the next $2.5 billion,
     0.57% of the next $2.5 billion,
     0.545% of the next $2.5 billion,
     0.52% of the excess over $10 billion.
    \12\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.00%.
    \13\ The fund's advisor has contractually agreed to waive
advisory fees and/or reimburse expenses to the extent necessary to
limit Total Annual Fund Operating Expenses (excluding certain items
discussed below) to 1.01% of average daily net assets. In
determining the advisor's obligation to waive advisory fees and/or
reimburse expenses, the following expenses are not taken into
account, and could cause the Total Annual Fund Operating Expenses to
exceed the number reflected above: (i) Interest; (ii) taxes; (iii)
dividend expense on short sales; (iv) extraordinary items; (v)
expenses related to a merger or reorganization, as approved by the
fund's Board of Trustees; and (vi) expenses that the fund has
incurred but did not actually pay because of an expense offset
arrangement. Currently, the expense offset arrangements from which
the fund may benefit are in the form of credits that the fund
receives from banks where the fund or its transfer agent has deposit
accounts in which it holds uninvested cash. These credits are used
to pay certain expenses incurred by the fund. This expense
limitation agreement is in effect through at least April 30, 2010.
    \14\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.75% until at least May 1, 2010. This limit
excludes certain Fund expenses, including any taxes, interest,
brokerage fees, Rule 12b-1 fees, short-sale dividend expenses,
administrative services fees, other expenses which are capitalized
in accordance with generally accepted accounting principles and may
exclude other non-routine expenses not incurred in the ordinary
course of the Fund's business. NVIT is authorized to reimburse NFA
for management fees previously waived and/or for expenses previously
paid by NFA, provided however, that any reimbursements must be paid
at a date not more than three years after the fiscal year in which
NFA waived the fees or reimbursed the expenses and the
reimbursements do not cause the Fund to exceed the expense
limitation in the agreement.
    \15\ Represents assets held by the fund or listed share class,
as applicable.
    \16\ Based on asset levels as of 3/31/09, approximately 0.1% of
the Existing Fund's Series I assets will be transferred to the
Replacement Fund pursuant to the Substitution. This transfer
represents approximately 0.3% of the Existing Fund's total assets.
    \17\ The fund pays the advisor a single, unified management fee
for arranging all services necessary for the fund to operate. The
fee shown is based on assets during the fund's most recent fiscal
year. The fund has a stepped fee schedule, which is reflected in the
following table:
    1.00% of first $500 million,
    0.95% of the next $500 million, and
    0.90% over $1 billion.
    \18\ ``Other Expenses'' include administrative services fees
which currently are 0.07%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.07%.
    \19\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.82% until at least May 1, 2010. This limit
excludes certain Fund expenses, including any interest, taxes,
brokerage commissions, Rule 12b-1 fees, fees paid pursuant to an
Administrative Services Plan, short-sale dividend expenses, other
expenditures which are capitalized in accordance with generally
accepted accounting principles and other non-routine expenses not
incurred in the ordinary course of the Fund's business. NVIT is
authorized to reimburse NFA for management fees previously waived or
reduced and/or for expenses previously paid by NFA, provided
however, that any reimbursements must be paid at a date not more
than three years after the fiscal year in which NFA waived the fees
or reimbursed the expenses and the reimbursements do not cause the
Fund to exceed the expense limitation in the agreement.

----------------------------------------------------------------------------------------------------------------
                                                     Existing fund                     Replacement fund
                                         -----------------------------------------------------------------------
                                           AIM Variable Insurance Funds--AIM
                                          V.I. Large Cap Growth Fund: Series  NVIT--NVIT Multi-Manager Large Cap
                                                       I Shares                      Growth Fund: Class I
----------------------------------------------------------------------------------------------------------------
Management Fees.........................                          \11\ 0.70%                               0.65%
12b-1 Fees..............................                               0.00%                               0.00%
Other Expenses..........................                               0.40%                          \12\ 0.36%

Total Gross Expenses....................                               1.10%                               1.01%
Waivers/Reimbursements..................                          \13\ 0.09%                          \14\ 0.11%
Total Net Expenses......................                               1.01%                               0.90%
Fund/Class \15\ Asset Level ($MMs) (5/20/                         \16\ $63.5                                $0.6
 09)....................................
----------------------------------------------------------------------------------------------------------------

3. American Century Variable Portfolios, Inc.--American Century VP
Capital Appreciation Fund: Class I Replaced by the NVIT--NVIT Multi-
Manager Mid Cap Growth Fund: Class I (Substitution Table Reference No.
4)
    The following chart compares the management fees, the total
operating expenses (before and after any waivers and reimbursements)
expressed as an annual percentage of average daily net assets, and the
asset levels of the American Century Variable Portfolios, Inc.--
American Century VP Capital Appreciation Fund: Class I and the NVIT--
NVIT Multi-Manager Mid Cap Growth Fund: Class I.

----------------------------------------------------------------------------------------------------------------
                                                     Existing fund                     Replacement fund
                                         -----------------------------------------------------------------------
                                               American Century Variable
                                          Portfolios, Inc.--American Century   NVIT--NVIT Multi-Manager Mid Cap
                                             VP Capital Appreciation Fund:           Growth Fund: Class I
                                                        Class I
----------------------------------------------------------------------------------------------------------------
Management Fees.........................                          \17\ 1.00%                               0.75%
12b-1 Fees..............................                               0.00%                               0.00%
Other Expenses..........................                               0.01%                          \18\ 0.22%
Total Gross Expenses....................                               1.01%                               0.97%
Waivers/Reimbursements..................                               0.00%                          \19\ 0.08%
Total Net Expenses......................                               1.01%                               0.89%
Fund/Class \20\ Asset Level ($MMs) (9/30/                        \21\ $288.0                               $87.7
 08)....................................
----------------------------------------------------------------------------------------------------------------

4. American Century Variable Portfolios, Inc.--American Century VP
International Fund Replaced by the NVIT--NVIT Multi-Manager
International Growth Fund (Substitution Table Reference Nos. 5, 6, 7, &
8)
    American Century Variable Portfolios, Inc.--American Century VP
International Fund: Class I will be replaced by NVIT--NVIT Multi-
Manager International Growth Fund: Class III. American Century Variable
Portfolios, Inc.--American Century VP International Fund: Class II will
be replaced by NVIT--NVIT Multi-Manager International Growth Fund:
Class VI. American Century Variable Portfolios, Inc.--American Century
VP International Fund: Class III will be replaced by NVIT--NVIT Multi-
Manager International Growth Fund: Class III. American Century Variable
Portfolios, Inc.--American Century VP International Fund: Class IV will
be replaced by NVIT--NVIT Multi-Manager International Growth Fund:
Class VI. The following chart compares the management fees, the total
operating expenses (before and after any waivers and reimbursements)
expressed as an annual percentage of average daily net assets, and the
asset levels of the American Century Variable Portfolios, Inc.--
American Century VP International Fund: Class I, American Century
Variable Portfolios, Inc.--American Century VP International Fund:
Class II, American Century Variable Portfolios, Inc.--American Century
VP International Fund: Class III, American Century Variable Portfolios,
Inc.--American Century VP International Fund: Class IV, NVIT--NVIT
Multi-Manager International Growth Fund: Class III and NVIT--NVIT
Multi-Manager International Growth Fund: Class VI.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Existing fund                                 Replacement fund
                                                         -----------------------------------------------------------------------------------------------
                                                           American Century Variable Portfolios, Inc.--American Century      NVIT--NVIT Multi-Manager
                                                                               VP International Fund                         International Growth Fund
                                                         -----------------------------------------------------------------------------------------------
                                                              Class I        Class II        Class III       Class IV        Class III       Class VI
--------------------------------------------------------------------------------------------------------------------------------------------------------
Management Fees.........................................      \22\ 1.36%      \23\ 1.26%      \22\ 1.36%      \23\ 1.26%           0.85%           0.85%
12b-1 Fees..............................................           0.00%           0.25%           0.00%           0.25%           0.00%           0.25%
Other Expenses..........................................           0.01%           0.01%           0.01%           0.01%      \24\ 0.30%      \24\ 0.30%
Total Gross Expenses....................................           1.37%           1.52%           1.37%           1.52%           1.15%           1.40%
Waivers/Reimbursements..................................           0.00%           0.00%           0.00%           0.00%      \25\ 0.04%      \25\ 0.04%
Total Net Expenses......................................           1.37%           1.52%           1.37%           1.52%           1.11%           1.36%
Fund/Class \26\ Asset Level ($MMs) (4/30/09)............     \27\ $258.2     \28\ $105.1      \29\ $52.0       \30\ $9.8            $9.8           $90.6
--------------------------------------------------------------------------------------------------------------------------------------------------------

5. American Century Variable Portfolios, Inc.--American Century VP
Ultra Fund Replaced by NVIT--NVIT Multi-Manager Large Cap Growth Fund
(Substitution Table Reference Nos. 9 & 10)

    American Century Variable Portfolios, Inc.--American Century VP
Ultra Fund: Class I will be replaced by NVIT--NVIT Multi-Manager Large
Cap Growth Fund: Class I and American Century Variable Portfolios,
Inc.--American Century VP Ultra Fund: Class II will be replaced by
NVIT--NVIT Multi-Manager Large Cap Growth Fund: Class II. The following
chart compares the management fees, the total operating expenses
(before and after any waivers and reimbursements) expressed as an
annual percentage of average daily net assets, and the asset levels of
the American Century Variable Portfolios, Inc.--American Century VP
Ultra Fund: Class I, American Century Variable Portfolios, Inc.--
American Century VP Ultra Fund: Class II, NVIT--NVIT Multi-Manager
Large Cap Growth Fund: Class I and NVIT--NVIT Multi-Manager Large Cap
Growth Fund: Class II.
---------------------------------------------------------------------------

    \20\ Represents assets held by the fund or listed share class,
as applicable.
    \21\ Based on asset levels as of 3/31/09, approximately 27% of
the Existing Fund's Class I assets will be transferred to the
Replacement Fund pursuant to the Substitution. This transfer
represents approximately 27% of the Existing Fund's total assets.
    \22\ The fund pays the advisor a single, unified management fee
for arranging all services necessary for the fund to operate. The
fund has a stepped fee schedule, which is as follows: 1.50% of first
$250 million, 1.20% of the next $250 million, 1.10% of the next $500
million, and 1.00% over $1 billion. The fee shown has been restated
based on strategy assets for the period from the most recent fiscal
year end through March 31, 2009. As a result, the Total Annual Fund
Operating Expenses in this table differ from those shown in the
fund's prospectus or statement of additional information. The fee
for the fiscal year ended December 31, 2008 was 1.23%.
    \23\ The fund pays the advisor a single, unified management fee
for arranging all services necessary for the fund to operate. The
fund has a stepped fee schedule, which is as follows: 1.40% of first
$250 million, 1.10% of the next $250 million, 1.00% of the next $500
million, and 0.90% over $1 billion. The fee shown has been restated
based on strategy assets for the period from the most recent fiscal
year end through March 31, 2009. As a result, the Total Annual Fund
Operating Expenses in this table differ from those shown in the
fund's prospectus and statement of additional information. The fee
for the fiscal year ended December 31, 2008 was 1.13%.
    \24\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.21% and 1.46%, respectively.
    \25\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.96% until at least May 1, 2010. This limit
excludes certain Fund expenses, including any taxes, interest,
brokerage fees, Rule 12b-1 fees, short-sale dividend expenses,
administrative services fees, other expenses which are capitalized
in accordance with generally accepted accounting principles and may
exclude other non-routine expenses not incurred in the ordinary
course of the Fund's business. NVIT is authorized to reimburse NFA
for management fees previously waived and/or for expenses previously
paid by NFA, provided however, that any reimbursements must be paid
at a date not more than three years after the fiscal year in which
NFA waived the fees or reimbursed the expenses and the
reimbursements do not cause the Fund to exceed the expense
limitation in the agreement.
    \26\ Represents assets held by the fund or listed share class,
as applicable.
    \27\ Based on asset levels as of 3/31/09, approximately 23% of
the Existing Fund's Class I assets will be transferred to the
Replacement Fund's Class III pursuant to the Substitution. This
transfer represents approximately 16% of the Existing Fund's total
assets.
    \28\ Based on asset levels as of 3/31/09, approximately 2% of
the Existing Fund's Class II assets will be transferred to the
Replacement Fund's Class VI pursuant to the Substitution. This
transfer represents approximately 0.3% of the Existing Fund's total
assets.
    \29\ Based on asset levels as of 3/31/09, approximately 87% of
the Existing Fund's Class III assets will be transferred to the
Replacement Fund's Class III pursuant to the Substitution. This
transfer represents approximately 12% of the Existing Fund's total
assets.
    \30\ Based on asset levels as of 3/31/09, approximately 90% of
the Existing Fund's Class IV assets will be transferred to the
Replacement Fund pursuant to the Substitution. This transfer
represents approximately 2% of the Existing Fund's total assets.

----------------------------------------------------------------------------------------------------------------
                                                           Existing fund                 Replacement fund
                                                 ---------------------------------------------------------------
                                                     American Century Variable    NVIT--NVIT Multi-Manager Large
                                                    Portfolios, Inc.--American            Cap Growth Fund
                                                       Century VP Ultra Fund     -------------------------------
                                                 --------------------------------
                                                      Class I        Class II         Class I        Class II
----------------------------------------------------------------------------------------------------------------
Management Fees.................................      \31\ 1.00%      \32\ 0.90%           0.65%           0.65%
12b-1 Fees......................................           0.00%           0.25%           0.00%           0.25%
Other Expenses..................................           0.01%           0.01%      \33\ 0.36%      \34\ 0.36%
Total Gross Expenses............................           1.01%           1.16%           1.01%           1.26%
Waivers/Reimbursements..........................           0.00%           0.00%      \35\ 0.11%      \35\ 0.11%
Total Net Expenses..............................           1.01%           1.16%           0.90%           1.15%
Fund/Class \36\ Asset Level ($MMs) (4/30/09)....      \37\ $37.2     \38\ $177.6            $0.6            $1.4
----------------------------------------------------------------------------------------------------------------

6. American Century Variable Portfolios, Inc.--American Century VP
Vista Fund Replaced by NVIT--NVIT Multi-Manager Mid Cap Growth Fund
(Substitution Table Reference Nos. 11, 12, & 13)

    American Century Variable Portfolios, Inc.--American Century VP
Vista Fund:

Class I will be replaced by NVIT--NVIT Multi-Manager Mid Cap Growth
Fund: Class I. American Century Variable Portfolios, Inc.--American
Century VP Vista Fund: Class II will be replaced by NVIT--NVIT Multi-
Manager Mid Cap Growth Fund: Class I or Class II, depending on the
contract involved in the Substitution. The following chart compares the
management fees, the total operating expenses (before and after any
waivers and reimbursements) expressed as an annual percentage of
average daily net assets, and the asset levels of American Century
Variable Portfolios, Inc.--American Century VP Vista Fund: Class I,
American Century Variable Portfolios, Inc.--American Century VP Vista
Fund: Class II, NVIT--NVIT Multi-Manager Mid Cap Growth Fund: Class I
and NVIT--NVIT Multi-Manager Mid Cap Growth Fund: Class II.
---------------------------------------------------------------------------

    \31\ The fund pays the advisor a single, unified management fee
for arranging all services necessary for the fund to operate. The
fee shown is based on assets during the fund's most recent fiscal
year. The fund has s stepped fee schedule. As a result, the fund's
unified management fee rate generally decreases as strategy assets
increase and increases as strategy assets decrease.
    \32\ The fund pays the advisor a single, unified management fee
for arranging all services necessary for the fund to operate. The
fee shown is based on assets during the fund's most recent fiscal
year. The fund has s stepped fee schedule, which is as follows:
     0.90% of first $500 million,
     0.85% of next $500 million, and
     0.80% over $1 billion.
    \33\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.00%.
    \34\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.25%.
    \35\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.75% until at least May 1, 2010. This limit
excludes certain Fund expenses, including any taxes, interest,
brokerage fees, Rule 12b-1 fees, short-sale dividend expenses,
administrative services fees, other expenses which are capitalized
in accordance with generally accepted accounting principles and may
exclude other non-routine expenses not incurred in the ordinary
course of the Fund's business. NVIT is authorized to reimburse NFA
for management fees previously waived and/or for expenses previously
paid by NFA, provided however, that any reimbursements must be paid
at a date not more than three years after the fiscal year in which
NFA waived the fees or reimbursed the expenses and the
reimbursements do not cause the Fund to exceed the expense
limitation in the agreement.
    \36\ Represents assets held by the fund or listed share class,
as applicable.
    \37\ Based on asset levels as of 3/31/09, approximately 22% of
the Existing Fund's Class I assets will be transferred to the
Replacement Fund's Class I pursuant to the Substitution. This
transfer represents approximately 4% of the Existing Fund's total
assets.
    \38\ Based on asset levels as of 3/31/09, approximately 4% of
the Existing Fund's Class II assets will be transferred to the
Replacement Fund's Class II pursuant to the Substitution. This
transfer represents approximately 4% of the Existing Fund's total
assets.

----------------------------------------------------------------------------------------------------------------
                                                           Existing fund                 Replacement fund
                                                 ---------------------------------------------------------------
                                                     American Century Variable     NVIT--NVIT Multi-Manager Mid
                                                    Portfolios, Inc.--American            Cap Growth Fund
                                                       Century VP Vista Fund     -------------------------------
                                                 --------------------------------
                                                      Class I        Class II         Class I        Class II
----------------------------------------------------------------------------------------------------------------
Management Fees.................................           1.00%           0.90%           0.75%           0.75%
12b-1 Fees......................................           0.00%           0.25%           0.00%           0.25%
Other Expenses..................................           0.01%           0.01%      \39\ 0.22%      \39\ 0.22%
Total Gross Expenses............................           1.01%           1.16%           0.97%           1.22%
Waivers/Reimbursements..........................           0.00%           0.00%      \40\ 0.08%      \40\ 0.08%
Total Net Expenses..............................           1.01%           1.16%           0.89%           1.14%
Fund/Class \41\ Asset Level ($MMs) (4/30/09)....      \42\ $37.7      \43\ $11.7           $87.7          $134.2
----------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------

    \39\ ``Other Expenses'' include administrative services fees
which currently are 0.07%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.07% and 1.32%, respectively.
    \40\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.82% for all share classes until at least May
1, 2010. This limit excludes certain Fund expenses, including any
interest, taxes, brokerage commissions, Rule 12b-1 fees, fees paid
pursuant to an Administrative Services Plan, short-sale dividend
expenses, other expenditures which are capitalized in accordance
with generally accepted accounting principles and other non-routine
expenses not incurred in the ordinary course of the Fund's business.
NVIT is authorized to reimburse NFA for management fees previously
waived or reduced and/or for expenses previously paid by NFA,
provided however, that any reimbursements must be paid at a date not
more than three years after the fiscal year in which NFA waived the
fees or reimbursed the expenses and the reimbursements do not cause
the Fund to exceed the expense limitation in the agreement.
    \41\ Represents assets held by the fund or listed share class,
as applicable.
    \42\ Based on asset levels as of 3/31/09, approximately 29% of
the Existing Fund's Class I assets will be transferred to the
Replacement Fund's Class I pursuant to the Substitution. This
transfer represents approximately 22% of the Existing Fund's total
assets.
    \43\ Based on asset levels as of 3/31/09, approximately 2% of
the Existing Fund's Class II assets will be transferred to the
Replacement Fund's Class I pursuant to the Substitution. This
transfer represents approximately 0.5% of the Existing Fund's total
assets. Based on asset levels as of 3/31/09, approximately 94% of
the Existing Fund's Class II assets will be transferred to the
Replacement Fund's Class II pursuant to the Substitution. This
transfer represents approximately 22% of the Existing Fund's total
assets.
---------------------------------------------------------------------------

7. Credit Suisse Trust--International Equity Flex I Portfolio
(Formerly, International Focus Portfolio) Replaced by NVIT--Gartmore
NVIT International Equity Fund (Substitution Table Reference Nos. 14 &
15)

    Credit Suisse Trust--International Equity Flex I Portfolio
(formerly, International Focus Portfolio) will be replaced by NVIT--
Gartmore NVIT International Equity Fund: Class I or

Class III, depending on the contract involved in the Substitution. The
following chart compares the management fees, the total operating
expenses (before and after any waivers and reimbursements) expressed as
an annual percentage of average daily net assets, and the asset levels
of Credit Suisse Trust--International Equity Flex I Portfolio, NVIT--
Gartmore NVIT International Equity Fund: Class I and NVIT--Gartmore
NVIT International Equity Fund: Class III.
---------------------------------------------------------------------------

    \44\ Management fees have been restated to reflect the
elimination of a performance-based management fee and implementation
of an asset-based management fee equal to the lowest possible
management fee under the previous performance-based fee structure,
as approved by the Board of Trustees on January 16, 2009. Under no
circumstances, during a six-month transition period will the
management fee under the new fee structure exceed what the Adviser
would have received under the old structure assuming maximum penalty
for underperformance.
    \45\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses would be 1.21%.
    \46\ NVIT and NFA have entered into a written contract limiting
operating expenses to 1.05% for all share classes until at least May
1, 2010. This limit excludes certain Fund expenses, including
interest, taxes, brokerage commissions, Rule 12b-1 fees, fees paid
pursuant to an Administrative Services Plan, short-sale dividend
expenses, other expenditures which are capitalized in accordance
with generally accepted accounting principles and other non-routine
expenses not incurred in the ordinary course of the Fund's business.
NVIT is authorized to reimburse NFA for management fees previously
waived or reduced and/or for expenses previously paid by NFA
provided, however, that any reimbursements must be paid at a date
not more than three years after the fiscal year in which NFA waived
the fees or reimbursed the expenses and the reimbursements do not
cause the Fund to exceed the expense limitation in the agreement.
Currently, all share classes are operating below the expense limit.
    \47\ Represents assets held by the fund or listed share class,
as applicable.
    \48\ Based on asset levels as of 3/31/09, approximately 0.5% of
the Existing Fund's assets will be transferred to the Replacement
Fund's Class I pursuant to the Substitution. This transfer
represents approximately 0.5% of the Existing Fund's total assets.
Based on asset levels as of 3/31/09, approximately 47% of the
Existing Fund's assets will be transferred to the Replacement Fund's
Class III pursuant to the Substitution. This transfer represents
approximately 47% of the Existing Fund's total assets.

----------------------------------------------------------------------------------------------------------------
                                                            Existing fund                Replacement fund
                                                   -------------------------------------------------------------
                                                                                NVIT--Gartmore NVIT
                                                        Credit Suisse Trust--        International Equity Fund
                                                     International Equity Flex I -------------------------------
                                                              Portfolio               Class I        Class III
----------------------------------------------------------------------------------------------------------------
Management Fees...................................                         1.00%      \44\ 0.80%      \44\ 0.80%
12b-1 Fees........................................                         0.00%           0.00%           0.00%
Other Expenses....................................                         1.14%      \45\ 0.31%      \45\ 0.31%
Total Gross Expenses..............................                         2.14%           1.11%           1.11%
Waivers/Reimbursements............................                         0.00%      \46\ 0.00%      \46\ 0.00%
Total Net Expenses................................                         2.14%           1.11%           1.11%
Fund/Class \47\ Asset Level ($MMs) (5/20/09)......                    \48\ $44.5            $8.1           $35.4
----------------------------------------------------------------------------------------------------------------

8. Federated Insurance Series--Federated Quality Bond Fund II Replaced
by NVIT--NVIT Core Bond Fund (Substitution Table Reference Nos. 16 &
17)

    Federated Insurance Series--Federated Quality Bond Fund II: Primary
Shares will be replaced by NVIT--NVIT Core Bond Fund: Class I.
Federated Insurance Series--Federated Quality Bond Fund II: Service
Shares will be replaced by NVIT--NVIT Core Bond Fund: Class II. The
following chart compares the management fees, the total operating
expenses (before and after any waivers and reimbursements) expressed as
an annual percentage of average daily net assets, and the asset levels
of Federate Insurance Series--Federated Quality Bond Fund II: Primary
Shares, Federate Insurance Series--Federated Quality Bond Fund II:
Service Shares, NVIT--NVIT Core Bond Fund: Class I and NVIT--NVIT Core
Bond Fund: Class II.

----------------------------------------------------------------------------------------------------------------
                                                           Existing fund                 Replacement fund
                                                 ---------------------------------------------------------------
                                                   Federated Insurance Series--     NVIT--NVIT Core  Bond Fund
                                                  Federated Quality Bond Fund II -------------------------------

                                                 --------------------------------     Class I        Class II
                                                      Primary         Service
----------------------------------------------------------------------------------------------------------------
Management Fees.................................      \49\ 0.60%      \49\ 0.60%           0.40%           0.40%
12b-1 Fees......................................      \50\ 0.25%           0.25%           0.00%           0.25%
Other Expenses..................................      \51\ 0.39%      \51\ 0.39%      \52\ 0.37%      \52\ 0.37%
Total Gross Expenses............................           1.24%           1.24%           0.77%           1.02%
Waivers/Reimbursements..........................      \53\ 0.00%           0.00%      \54\ 0.07%      \54\ 0.07%
Total Net Expenses..............................           1.24%           1.24%           0.70%           0.95%
Fund/Class \55\ Asset Level ($MMs) (5/19/09)....     \56\ $218.5      \57\ $62.7            $4.8            $7.1
----------------------------------------------------------------------------------------------------------------

9. Franklin Templeton Variable Insurance Products Trust--Templeton
Developing Markets Securities Fund Replaced by NVIT--Gartmore NVIT
Emerging Markets Fund (Substitution Table Reference Nos. 18 & 19)

    Franklin Templeton Variable Insurance Products Trust--Templeton
Developing Markets Securities Fund:

Class 3 will be replaced by NVIT--Gartmore NVIT Emerging Markets Fund:
Class III or NVIT--Gartmore NVIT Emerging Markets Fund: Class VI,
depending on the contract involved in the Substitution. The following
chart compares the management fees, the total operating expenses
(before and after any waivers and reimbursements) expressed as an
annual percentage of average daily net assets, and the asset levels of
Franklin Templeton Variable Insurance Products Trust--Templeton
Developing Markets Securities Fund: Class 3, NVIT--Gartmore NVIT
Emerging Markets Fund: Class III and NVIT--Gartmore NVIT Emerging
Markets Fund: Class VI.
---------------------------------------------------------------------------

    \49\ The Adviser voluntarily waived a portion of the management
fee. The Adviser can terminate this voluntary waiver at any time.
The management fee paid by the Fund (after the voluntary waiver) was
0.56% for the fiscal year ended December 31, 2008.
    \50\ The Fund's Primary Shares did not pay or accrue the
distribution (12b-1) fee during the fiscal year ended December 31,
2008. The Fund's Primary Shares have no present intention of paying
or accruing the distribution (12b-1) fee during the fiscal year
ending December 31, 2009.
    \51\ Includes an administrative services fee which is used to
compensate insurance companies for shareholder services. The
shareholder services provider did not charge, and therefore the
Fund's Primary Shares did not accrue, its fee. This reduction can be
terminated at any time. Total other expenses paid by the Fund's
Primary Shares (after the reduction) were 0.14% for the fiscal year
ended December 31, 2008.
    \52\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 0.80% and 1.05% respectively.
    \53\ Although not contractually obligated to do so, the Adviser
waived and the distributor and shareholder services provider elected
not to charge 0.56% in expenses, resulting in Total Net Expenses
(after waiver reductions) of 0.70%.
    \54\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.55% for all share classes until May 1, 2010.
This limit excludes certain Fund expenses, including interest,
taxes, brokerage commissions, Rule 12b-1 fees, fees paid pursuant to
an Administrative Services Plan, short sale dividend expenses, other
expenditures which are capitalized in accordance with generally
accepted accounting principles and other non-routine expenses not
incurred in the ordinary course of the Fund's business. NVIT is
authorized to reimburse NFA for management fees previously waived or
reduced and/or for expenses previously paid by NFA, provided,
however, that any reimbursements must be paid at a date not more
than three years after the fiscal year in which NFA waived the fees
or reimbursed the expenses and the reimbursements do not cause the
Fund to exceed the expense limitation in the agreement.
    \55\ Represents assets held by the fund or listed share class,
as applicable.
    \56\ Based on asset levels as of 3/31/09, approximately 84% of
the Existing Fund's Primary Share assets will be transferred to the
Replacement Fund's Class I pursuant to the Substitution. This
transfer represents approximately 65% of the Existing Fund's total
assets.
    \57\ Based on asset levels as of 3/31/09, approximately 97% of
the Existing Fund's Service Share assets will be transferred to the
Replacement Fund's Class II pursuant to the Substitution. This
transfer represents approximately 21.5% of the Existing Fund's total
assets.
    \58\ Management fees have been restated to reflect the
elimination of a performance-based management fee and implementation
of an asset-based management fee equal to the lowest possible
management fee under the previous performance-based fee structure,
as approved by the Board of Trustees on September 18, 2008. Under no
circumstances, during a six-month transition period will the
management fee under the new fee structure exceed what the Adviser
would have received under the old structure assuming maximum penalty
for underperformance.
    \59\ While the maximum amount payable under the Fund's Class 3
rule 12b-1 plan is 0.35% per year of the Fund's average daily net
assets, the Fund's board of trustees has set the current rate at
0.25% per year through April 30, 2010.
    \60\ ``Other Expenses'' include administrative services fees
which currently are 0.16% and 0.15%, respectively, but which are
permitted to be as high as 0.25%. The full 0.25% in administrative
services fees is not reflected in ``Other Expenses'' at this time
because, until at least May 1, 2010, the Fund does not intend to pay
insurance companies a higher amount. If the full amount of
administrative services fees were charged, total operating expenses
would be 1.33% and 1.58%, respectively.

----------------------------------------------------------------------------------------------------------------
                                                            Existing fund                Replacement fund
                                                   -------------------------------------------------------------
                                                     Franklin Templeton Variable   NVIT--Gartmore NVIT Emerging
                                                     Insurance Products Trust--            Markets Fund
                                                    Templeton Developing Markets -------------------------------
                                                           Securities Fund
                                                   ------------------------------    Class III       Class VI
                                                               Class 3
----------------------------------------------------------------------------------------------------------------
Management Fees...................................                         1.25%      \58\ 0.95%      \58\ 0.95%
12b-1 Fees........................................                    \59\ 0.25%           0.00%           0.25%
Other Expenses....................................                         0.29%      \60\ 0.29%      \60\ 0.28%
Total Gross Expenses..............................                         1.79%           1.24%           1.48%
Waivers/Reimbursements............................                    \61\ 0.01%      \62\ 0.00%      \62\ 0.00%
Total Net Expenses................................                         1.78%           1.24%           1.48%
Fund/Class\63\ Asset Level ($MMs) (5/20/09).......                    \64\ $42.3          $101.6           $44.8
----------------------------------------------------------------------------------------------------------------

10. Janus Aspen Series--INTECH Risk-Managed Core Portfolio Replaced by
NVIT--NVIT Nationwide Fund (Substitution Table Reference Nos. 20 & 21)

    Janus Aspen Series--INTECH Risk-Managed Core Portfolio: Service
Shares will be replaced by NVIT--NVIT Nationwide Fund: Class I or Class
II, depending on the contract involved in the Substitution. The
following chart compares the management fees, the total operating
expenses (before and after any waivers and reimbursements) expressed as
an annual percentage of average daily net assets, and the asset levels
of Janus Aspen Series--INTECH Risk-Managed Core Portfolio: Service
Shares, NVIT--NVIT Nationwide Fund: Class I and NVIT--NVIT Nationwide
Fund: Class II.
---------------------------------------------------------------------------

    \61\ The investment manager has agreed in advance to reduce its
fee from assets invested by the Fund in a Franklin Templeton money
market fund (the Sweep Money Fund which is the ``acquired fund'' in
this case) to the extent of the Fund's fees and expenses of the
acquired fund. This reduction is required by the Trust's board of
trustees and an exemptive order by the Securities and Exchange
Commission; this arrangement will continue as long as the exemptive
order is relied upon.
    \62\ NVIT and NFA have entered into a written contract limiting
operating expenses to 1.20% for all share classes until at least May
1, 2010. This limit excludes certain Fund expenses, including
interest, taxes, brokerage commissions, Rule 12b-1 fees, fees paid
pursuant to an Administrative Services Plan, short sale dividend
expenses, other expenditures which are capitalized in accordance
with generally accepted accounting principles and other non-routine
expenses not incurred in the ordinary course of the Fund's business.
NVIT is authorized to reimburse NFA for management fees previously
waived or reduced and/or for expenses previously paid by NFA
provided, however, that any reimbursements must be paid at a date
not more than three years after the fiscal year in which NFA waived
the fees or reimbursed the expenses and the reimbursements do not
cause the Fund to exceed the expense limitation in the agreement.
Currently, all share classes are operating below the expense limit.
    \63\ Represents assets held by the fund or listed share class,
as applicable.
    \64\ Based on asset levels as of 3/31/09, approximately 30% of
the Existing Fund's Class 3 assets will be transferred to the NVIT--
Gartmore NVIT Emerging Markets Fund: Class III and approximately 36%
of the Existing Fund's Class 3 assets will be transferred to NVIT--
Gartmore NVIT Emerging Markets Fund: Class VI pursuant to the
Substitution. These transfers represent approximately 5% of the
Existing Fund's total assets.
    \65\ The ``Management Fee'' is the investment advisory fee rate
paid by each Portfolio to Janus Capital as of the end of the fiscal
year. This fee may go up or down monthly based on the Portfolio's
performance relative to its benchmark index over the performance
measurement period. This fee rate, prior to any performance
adjustment, is 0.50% and may go up or down by a variable of up to
0.15% (assuming constant assets) on a monthly basis. Any such
adjustment to this fee rate commenced January 2007, and may increase
or decrease the Management Fee. The Portfolio has entered into an
agreement with Janus Capital to limit certain expenses. Because a
fee waiver will have a positive effect upon the Portfolio's
performance, a fee waiver that is in place during the period when
the performance adjustment applies may affect the performance
adjustment in a way that is favorable to Janus Capital. It is
possible that the cumulative dollar amount of additional
compensation ultimately payable to Janus Capital may, under some
circumstances, exceed the cumulative dollar amount of management
fees waived by Janus Capital.
    \66\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full amounts of administrative services fees are not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amounts of administrative services fees
were charged, total operating expenses would be 0.94% and 1.19%,
respectively.
    \67\ Janus Capital has contractually agreed to waive certain
Portfolios' total operating expenses (excluding the distribution and
shareholder servicing fee, the administrative services fee
applicable to certain Portfolios, brokerage commissions, interest,
dividends, taxes, and extraordinary expenses including, but not
limited to, acquired fund fees and expenses) to until at least May
1, 2010.
    \68\ Represents assets held by the fund or listed share class,
as applicable.
    \69\ Based on asset levels as of 3/31/09, approximately 2% of
the Existing Fund's Service Shares assets will be transferred to the
NVIT--NVIT Nationwide Fund: Class I and approximately 22% of the
Existing Fund's Service Shares assets will be transferred to the
NVIT--NVIT Nationwide Fund: Class II pursuant to the Substitution.
These transfers represent approximately 24% of the Existing Fund's
total assets.

----------------------------------------------------------------------------------------------------------------
                                                         Existing fund                   Replacement fund
                                             -------------------------------------------------------------------
                                               Janus Aspen Series--INTECH Risk-     NVIT--NVIT Nationwide Fund
                                                    Managed Core Portfolio       -------------------------------
                                             ------------------------------------
                                                        Service Shares                Class I        Class II
----------------------------------------------------------------------------------------------------------------
Management Fees.............................                           0.40%\65\           0.58%           0.58%
12b-1 Fees..................................                               0.25%           0.00%           0.25%
Other Expenses..............................                               1.06%      \66\ 0.26%      \66\ 0.26%
Total Gross Expenses........................                               1.71%           0.84%           1.09%
Waivers/Reimbursements......................                          \67\ 0.26%           0.00%           0.00%
Total Net Expenses..........................                               1.45%           0.84%           1.09%
Fund/Class \68\ Asset Level ($MMs) (5/30/09)                          \69\ $20.5          $629.2          $316.6
----------------------------------------------------------------------------------------------------------------

11. Neuberger Berman Advisers Management Trust--AMT Growth Portfolio
Replaced by NVIT--NVIT Multi-Manager Mid Cap Growth Fund (Substitution
Table Reference No. 22)

    Neuberger Berman Advisers Management Trust--AMT Growth Portfolio: I
Class will be replaced by NVIT--NVIT Multi-Manager Mid Cap Growth Fund:
Class I. The following chart compares the management fees, the total
operating expenses (before and after any waivers and reimbursements)
expressed as an annual percentage of average daily net assets, and the
asset levels of Neuberger Berman Advisers Management Trust--AMT Growth
Portfolio: I Class and NVIT--NVIT Multi-Manager Mid Cap Growth Fund:
Class I.
---------------------------------------------------------------------------

    \70\ ``Other Expenses'' include administrative services fees
which currently are 0.07%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.07%.
    \71\ Neuberger Berman Management LLC (``NBM'') has contractually
undertaken to limit the Fund's expenses through December 31, 2012 by
reimbursing the Fund for its total operating expenses (excluding the
compensation of NBM, taxes, interest, extraordinary expenses,
brokerage commissions and transaction costs) that exceed, in the
aggregate, 1.00% per annum of the Fund's average daily net asset
value. Because of the exclusion, the Fund's net expenses may exceed
the contractual expense limitation. The Fund has contractually
undertaken to reimburse NBM for the excess expenses paid by NBM,
provided the reimbursements do not cause total operating expenses
(exclusive of the compensation of NBM, taxes, interest, brokerage
commissions, transaction costs and extraordinary expenses) to exceed
an annual rate of 1.00%, and the reimbursements are made within
three years after the year in which NBM incurred the expense. The
figures in the table are based on last year's expenses.
    \72\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.82% for all share classes until at least May
1, 2010. This limit excludes certain Fund expenses, including any
interest, taxes, brokerage commissions, Rule 12b-1 fees, fees paid
pursuant to an Administrative Services Plan, short-sale dividend
expenses, other expenditures which are capitalized in accordance
with generally accepted accounting principles and other non-routine
expenses not incurred in the ordinary course of the Fund's business.
NVIT is authorized to reimburse NFA for management fees previously
waived or reduced and/or for expenses previously paid by NFA,
provided however, that any reimbursements must be paid at a date not
more than three years after the fiscal year in which NFA waived the
fees or reimbursed the expenses and the reimbursements do not cause
the Fund to exceed the expense limitation in the agreement.
    \73\ Represents assets held by the fund or listed share class,
as applicable.
    \74\ Based on asset levels as of 3/31/09, approximately 88% of
the Existing Fund's I Class assets will be transferred to the
Replacement Fund's Class I pursuant to the Substitution. This
transfer represents approximately 88% of the Existing Fund's total
assets.

----------------------------------------------------------------------------------------------------------------
                                                                     Existing fund           Replacement fund
                                                               -------------------------------------------------
                                                                    Neuberger Berman
                                                                  Advisers Management       NVIT--NVIT Multi-
                                                                   Trust--AMT Growth      Manager Mid Cap Growth
                                                                   Portfolio: I Class         Fund: Class I
----------------------------------------------------------------------------------------------------------------
Management Fees...............................................                    0.85%                    0.75%
12b-1 Fees....................................................                    0.00%                    0.00%
Other Expenses................................................                    0.19%               \70\ 0.22%
Total Gross Expenses..........................................                    1.04%                    0.97%
Waivers/Reimbursements........................................               \71\ 0.00%               \72\ 0.08%
Total Net Expenses............................................                    1.04%                    0.89%
Fund/Class \73\ Asset Level ($MMs) (5/20/09)..................               \74\ $78.5                    $87.7
----------------------------------------------------------------------------------------------------------------

12. Neuberger Berman Advisers Management Trust--AMT Guardian Portfolio
Replaced by NVIT--Neuberger Berman NVIT Multi Cap Opportunities Fund
(Substitution Table Reference No. 23)

    Neuberger Berman Advisers Management Trust--AMT Guardian Portfolio:
I Class will be replaced by NVIT--Neuberger Berman NVIT Multi Cap
Opportunities Fund: Class I. The following chart compares the
management fees, the total operating expenses (before and after any
waivers and reimbursements) expressed as an annual percentage of
average daily net assets, and the asset levels of Neuberger Berman
Advisers Management Trust--AMT Guardian Portfolio: I Class and NVIT--
Neuberger Berman NVIT Multi Cap Opportunities Fund: Class I.
---------------------------------------------------------------------------

    \75\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses (after fee waivers/expense
reimbursements) would be 1.00%.
    \76\ Neuberger Berman Management LLC (``NBM'') has contractually
undertaken to limit the expenses of I Class shares through December
31, 2012 by reimbursing the Fund for its total operating expenses,
excluding compensation to NBM, taxes, interest, extraordinary
expenses, transaction costs and brokerage commissions, that exceed,
in the aggregate, 1.00% per annum of the Class's average daily net
asset value. Because of the exclusion, the Fund's net expenses may
exceed the contractual expense limitation. The Fund has in turn
contractually undertaken to repay NBM from I Class assets for the
excess operating expenses borne by NBM, so long as the Class's
annual operating expenses during that period (exclusive of
compensation to NBM, taxes, interest, extraordinary expenses and
brokerage commissions) does not exceed 1.00% per year of the Class's
average daily net assets, and further provided that the
reimbursements are made within three years after the year in which
NBM incurred the expense. The figures in the table are based on last
year's expenses.
    \77\ NVIT and NFA have entered into a written contract limiting
operating expenses to 0.75% for all share classes until May 1, 2010.
This limit excludes certain Fund expenses, including interest,
taxes, brokerage commissions, Rule 12b-1 fees, fees paid pursuant to
an Administrative Services Plan, short sale dividend expenses, other
expenditures which are capitalized in accordance with generally
accepted accounting principles and other non-routine expenses not
incurred in the ordinary course of the Fund's business. NVIT is
authorized to reimburse NFA for management fees previously waived or
reduced and/or for expenses previously paid by NFA, provided,
however, that any reimbursements must be paid at a date not more
than three years after the fiscal year in which NFA waived the fees
or reimbursed the expenses and the reimbursements do not cause the
Fund to exceed the expense limitation in the agreement.

----------------------------------------------------------------------------------------------------------------
                                                                     Existing fund           Replacement fund
                                                               -------------------------------------------------
                                                                    Neuberger Berman      NVIT--Neuberger Berman
                                                                  Advisers Management         NVIT Multi Cap
                                                                  Trust--AMT Guardian      Opportunities Fund:
                                                                   Portfolio: I Class            Class I
----------------------------------------------------------------------------------------------------------------
Management Fees...............................................                    0.85%                    0.60%
12b-1 Fees....................................................                    0.00%                    0.00%
Other Expenses................................................                    0.16%                1.50%\75\
Total Gross Expenses..........................................                    1.01%                    2.10%
Waivers/Reimbursements........................................               0.00% \76\               1.20% \77\
Total Net Expenses............................................                    1.01%                    0.90%
Fund/Class \78\ Asset Level ($MMs) (5/20/09)..................               $62.4 \79\                     $2.9
----------------------------------------------------------------------------------------------------------------

13. Neuberger Berman Advisers Management Trust--AMT International
Portfolio Replaced by NVIT--Gartmore NVIT International Equity Fund
(Substitution Table Reference Nos. 24 & 25)

    Neuberger Berman Advisers Management Trust--AMT International
Portfolio: S Class will be replaced by NVIT--Gartmore NVIT
International Equity Fund: Class III or Class VI, depending on the
contract involved in the Substitution. The following chart compares the
management fees, the total operating expenses (before and after any
waivers and reimbursements) expressed as an annual percentage of
average daily net assets, and the asset levels of Neuberger Berman
Advisers Management Trust--AMT International Portfolio: S Class, NVIT--
Gartmore NVIT International Equity Fund: Class III and NVIT--Gartmore
NVIT International Equity Fund: Class VI.

----------------------------------------------------------------------------------------------------------------
                                                         Existing fund                   Replacement fund
                                             -------------------------------------------------------------------
                                                   Neuberger Berman Advisers            NVIT--Gartmore NVIT
                                                     Management Trust--AMT          International Equity  Fund
                                                    International Portfolio      -------------------------------
                                             ------------------------------------
                                                            S Class                  Class III       Class VI
----------------------------------------------------------------------------------------------------------------
Management Fees.............................                               1.15%      \80\ 0.80%      \80\ 0.80%
12b-1 Fees..................................                               0.25%           0.00%           0.25%
Other Expenses..............................                               0.21%      \81\ 0.31%      \81\ 0.31%
Total Gross Expenses........................                               1.61%           1.11%           1.36%
Waivers/Reimbursements......................                          \82\ 0.00%      \83\ 0.00%      \83\ 0.00%
Total Net Expenses..........................                               1.61%           1.11%           1.36%
Fund/Class \84\ Asset Level ($MMs) (5/20/09)                         \85\ $284.0           $35.5            $5.0
----------------------------------------------------------------------------------------------------------------

14. Neuberger Berman Advisers Management Trust--AMT Mid-Cap Growth
Portfolio Replaced by NVIT--NVIT Multi-Manager Mid Cap Growth Fund
(Substitution Table Reference Nos. 26, 27, & 28)

    Neuberger Berman Advisers Management Trust--AMT Mid-Cap Growth
Portfolio: I Class will be replaced by NVIT--NVIT Multi-Manager Mid Cap
Growth Fund: Class I. Neuberger Berman Advisers Management Trust--AMT
Mid-Cap Growth Portfolio: S Class will be replaced by NVIT--NVIT Multi-
Manager Mid Cap Growth Fund: Class I or Class II, depending on the
contract involved in the Substitution. The following chart compares the
management fees, the total operating expenses (before and after any
waivers and reimbursements) expressed as an annual percentage of
average daily net assets, and the asset levels of Neuberger Berman
Advisers Management Trust--AMT Mid-Cap Growth Portfolio: I Class,
Neuberger Berman Advisers Management Trust--AMT Mid-Cap Growth
Portfolio: S Class, NVIT--NVIT Multi-Manager Mid Cap Growth Fund: Class
I and NVIT--NVIT Multi-Manager Mid Cap Growth Fund: Class II.
---------------------------------------------------------------------------

    \78\ Represents assets held by the fund or listed share class,
as applicable.
    \79\ Based on asset levels as of 3/31/09, approximately 70% of
the Existing Fund's I Class assets will be transferred to the
Replacement Fund's Class I pursuant to the Substitution. This
transfer represents approximately 35% of the Existing Fund's total
assets.
    \80\ Management fees have been restated to reflect the
elimination of a performance-based management fee and implementation
of an asset-based management fee equal to the lowest possible
management fee under the previous performance-based fee structure,
as approved by the Board of Trustees on January 16, 2009. Under no
circumstances, during a six-month transition period will the
management fee under the new fee structure exceed what the Adviser
would have received under the old structure assuming maximum penalty
for underperformance.
    \81\ ``Other Expenses'' include administrative services fees
which currently are 0.15%, but which are permitted to be as high as
0.25%. The full 0.25% in administrative services fees is not
reflected in ``Other Expenses'' at this time because, until at least
May 1, 2010, the Fund does not intend to pay insurance companies a
higher amount. If the full amount of administrative services fees
were charged, total operating expenses would be 1.21% and 1.46%,
respectively.
    \82\ Neuberger Berman Management Inc. (NBMI) has undertaken
through December 31, 2012 to reimburse certain operating expenses,
including the compensation of NBMI and excluding taxes, interest,
extraordinary expenses, brokerage commissions and transaction costs,
that exceed, in the aggregate, 2.00% of the average daily net asset
value of the Fund. The expense limitation agreement is contractual
and any excess expenses can be repaid to NBMI within three years of
the year incurred, provided such recoupment would not cause the fund
to exceed its contractual expense limitation. Moreover, NBMI has
voluntarily committed to reimburse certain expenses, as stated
above, for an additional 0.50% of the average daily net asset value
of fund to maintain the Fund's net operating expense ratio at 1.50%.
NBMI may, at its sole discretion, terminate this voluntary
additional reimbursement commitment without notice. The figures in
the table are based on last year's expenses.
    \83\ NVIT and NFA have entered into a written contract limiting
operating expenses to 1.05% f until at least May 1, 2010. This limit
excludes certain Fund expenses, including interest, taxes, brokerage
commissions, Rule 12b-1 fees, fees paid pursuant to an
Administrative Services Plan, short sale dividend expenses, other
expenditures which are capitalized in accordance with generally
accepted accounting principles and other non-routine expenses not
incurred in the ordinary course of the Fund's business. NVIT is
authorized to reimburse NFA for management fees previously waived or
reduced and/or for expenses previously paid by NFA provided,
however, that any reimbursements must be paid at a date not more
than three years after the fiscal year in which NFA waived the fees
or reimbursed the expenses and the reimbursements do not cause the
Fund to exceed the expense limitation in the agreement. Currently,
all share classes are operating below the expense limit.
    \84\ Represents assets held by the fund or listed share class,
as applicable.
    \85\ Based on asset levels as of 3/31/09, approximately 1% of
the Existing Fund's S Class assets will be transferred to the NVIT--
Gartmore NVIT International Equity Fund: Class III and approximately
3% of the Existing Fund's S Class assets will be transferred to the
NVIT--Gartmore NVIT International Equity Fund: Class VI pursuant to
the Substitution. These transfers represent approximately 4% of the
Existing Fund's total assets.

----------------------------------------------------------------------------------------------------------------