POS AMI 1 posami.htm

1940 Act File No. 811-03213
 
 
AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2022
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-1A
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
Amendment No. 254
 
(Check appropriate box or boxes)
 
NATIONWIDE VARIABLE INSURANCE TRUST
(Exact Name of Registrant as Specified In Its Charter)
 
One Nationwide Plaza
Mail Code 05-02-210
Columbus, Ohio 43215
(Address of Principal Executive Office) (Zip Code)
 
Registrant’s Telephone Number, including Area Code: (614) 435-5787
 
Send Copies of Communications to:
 
ALLAN J. OSTER, ESQ.
PRUFESH R. MODHERA, ESQ.
10 WEST NATIONWIDE BOULEVARD
STRADLEY RONON STEVENS & YOUNG, LLP
COLUMBUS, OH 43215
2000 K STREET, N.W., SUITE 700
(Name and Address of Agent for Service)
WASHINGTON, DC 20006
   
 
 
   
   
   
   
   
   
 
 
 
   



EXPLANATORY NOTE

This Amendment No. 254 (the “Amendment”) to the Registration Statement of Nationwide Variable Insurance Trust (the “Registrant”) on Form N-1A is being filed under the Investment Company Act of 1940 (the “1940 Act”), as amended, to amend and supplement Amendment No. 252 to the Registrant’s Registration Statement on Form N-1A, filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 29, 2021 under the 1940 Act (Accession No. 0001193125-21-138808) (“Amendment No. 252”), as pertaining to Part B of the NVIT GS Emerging Markets Equity Insights Fund, NVIT GS International Equity Insights Fund, NVIT GS Large Cap Equity Insights Fund and NVIT GS Small Cap Equity Insights Fund (each a “Fund” and together, the “Funds”), each a series of the Registrant.


The shares of beneficial interest (“Shares”) of the series of the Registrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”), because each series of the Registrant issues its shares only in private placement transactions that do not involve a public offering within the meaning of Section 4(a)(2) of the Securities Act.

Shares of the series of the Registrant may be purchased only by “accredited investors,” as defined in Regulation D under the Securities Act.  This Amendment is not offering to sell, or soliciting any offer to buy, any security to the public within the meaning of the Securities Act.

The audited Financial Statement and the Report of Independent Registered Public Accounting Firm of the Fund for the fiscal year ended December 31, 2021, as filed with the Commission on February 22, 2022 (Accession No. 0001839673-22-000004) contained in the Annual Report of the Registrant, dated December 31, 2021, is incorporated herein by reference.

This Registration Statement relates only to the Funds and does not incorporate by reference the currently effective Part A and Part B for the Registrant’s other series.





NATIONWIDE VARIABLE INSURANCE TRUST
NVIT GS Emerging Markets Equity Insights Fund
NVIT GS International Equity Insights Fund
NVIT GS Large Cap Equity Insights Fund
NVIT GS Small Cap Equity Insights Fund

Amendment dated March 8, 2022
to the Statement of Additional Information (“SAI”) dated April 29, 2021

Capitalized terms and certain other terms used in this amendment, unless otherwise defined in this amendment, have the meanings assigned to them in the SAI.

Effective immediately, the information under the heading “Additional Information on Portfolio Instruments, Strategies and Investment Policies – Foreign Securities” beginning on page 13 of the SAI is amended to include the following:
Risks Related to Russian Invasion of Ukraine. In late February 2022, Russian military forces invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia, Ukraine, Europe, NATO, and the West. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, and the potential for wider conflict may increase financial market volatility and could have severe adverse effects on regional and global economic markets, including the markets for certain securities and commodities such as oil and natural gas. Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany, and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. The sanctions consist of the prohibition of trading in certain Russian securities and engaging in certain private transactions, the prohibition of doing business with certain Russian corporate entities, large financial institutions, officials and oligarchs, and the freezing of Russian assets. The sanctions include a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, commonly called “SWIFT,” the electronic network that connects banks globally, and imposed restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. A number of large corporations and U.S. states have also announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.
The imposition of these current sanctions (and potential further sanctions in response to continued Russian military activity) and other actions undertaken by countries and businesses may adversely impact various sectors of the Russian economy, including but not limited to, the financials, energy, metals and mining, engineering, and defense and defense-related materials sectors. Such actions also may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble, and could impair the ability of a Fund to buy, sell, receive, or deliver those securities. Moreover, the measures could adversely affect global financial and energy markets and thereby negatively affect the value of a Fund's investments beyond any direct exposure to Russian issuers or those of adjoining geographic regions. In response to sanctions, the Russian Central Bank raised its interest rates and banned sales of local securities by foreigners. Russia may take additional counter measures or retaliatory actions, which may further impair the value and liquidity of Russian securities and Fund investments. Such actions could, for example, include restricting gas exports to other countries, seizure of U.S. and European residents' assets, or undertaking or provoking other military conflict elsewhere in Europe, any of which could exacerbate negative consequences on global financial markets and the economy. The actions discussed above could have a negative effect on the performance of funds that have exposure to Russia. While diplomatic efforts have been ongoing, the conflict between Russia and Ukraine is currently unpredictable and has the potential to result in broadened military actions. The duration of ongoing hostilities and corresponding sanctions and related events cannot be predicted and may result in a negative impact on performance and the value of Fund investments, particularly as it relates to Russia exposure.
Due to difficulties transacting in impacted securities, a Fund may experience challenges liquidating the applicable positions to continue to seek a Fund’s investment objective. Additionally, due to current and potential future sanctions or potential market closure impacting the ability to trade Russian securities, a Fund may experience higher transaction costs.



PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE



PART C
OTHER INFORMATION
ITEM 28. EXHIBITS

(a)
(b)
(c)
Certificates for shares are not issued. Articles III, V and VI of the Amended Declaration and Articles II and VII of the Amended Bylaws, incorporated by reference to Exhibits (a) and (b), respectively, define the rights of holders of shares.
(d)
Investment Advisory Agreements
 
(1)
   
(a)
 
(2)
Investment Advisory Agreement among the Trust and NFA, dated October 16, 2017, previously filed as Exhibit EX-28.d.2 with the Trust’s registration statement on October 16, 2017, is hereby incorporated by reference.
   
(a)
Exhibit A to the Investment Advisory Agreement, amended March 10, 2021, previously filed as Exhibit EX-28.d.2.a with the Trust’s registration statement on March 24, 2021, is hereby incorporated by reference.
 
(3)
Subadvisory Agreements
   
(a)
     
(i)
   
(b)
     
(i)
   
(c)
     
(i)
   
(d)



   
(e)
     
(i)
   
(f)
     
(i)
   
(g)
   
(h)
     
(i)
   
(i)
     
(i)
   
(j)
     
(i)
   
(k)
   
(l)
     
(i)
   
(m)
   
(n)
   
(o)
Subadvisory Agreement among the Trust, NFA and Mellon Investments Corporation (formerly, BNY Mellon Asset Management North America Corporation), dated July 13, 2018, previously filed as Exhibit EX-28.d.3.bb with the Trust’s registration statement on July 19, 2018, is hereby incorporated by reference.



     
(i)
   
(p)
   
(q)
   
(r)
     
(i)
   
(s)
   
(t)
   
(u)
   
(v)
     
(i)
   
(w)
     
(i)
   
(x)
   
(y)
   
(z)
   
(aa)
   
(bb)
 
(4)
Fund of Funds Investment Agreements
   
(a)



   
(b)
   
(c)
(e)
(1)
   
(a)
(f)
Not applicable.
(g)
(1)
   
(a)
Waiver to Global Custody Agreement, dated May 2, 2005, previously filed as Exhibit EX-23.g.1.b with the Trust’s registration statement on April 28, 2005, is hereby incorporated by reference.
   
(b)
   
(c)
   
(d)
   
(e)
   
(f)
Amendment to Global Custody Agreement, dated December 9, 2015, previously filed as Exhibit EX-16.9.a.iii with the Trust’s registration statement on Form N-14 on December 22, 2015, is hereby incorporated by reference.
   
(g)
(h)
(1)
 
(2)
 
(3)
   
(a)
   
(b)
   
(c)


   
(d)
 
(4)
 
(5)
Fund Participation Agreement among NFM, Nationwide Financial Services, Inc. (“NFS”), American Funds Insurance Series and Capital Research and Management Company, dated May 1, 2007, previously filed as Exhibit EX-23.h.6 with the Trust’s registration statement on September 25, 2008, is hereby incorporated by reference.
 
(6)
 
(7)
 
(8)
 
(9)
   
(i)
 
(10)
 
(11)
 
(12)
 
(13)
 
(14)
 
(15)


 
(16)
   
(a)
 
(17)
 
(18)
 
(19)
 
(20)
 
(21)
Fee Waiver Agreement between the Trust and NFA, dated May 1, 2021, relating to the NVIT Real Estate Fund, previously filed as Exhibit EX-28.h.21 with the Trust’s registration statement on April 15, 2021, is hereby incorporated by reference.
 
(22)
 
(23)
 
(24)
 
(25)
 
(26)
 
(27)
 
(28)


(i)
Not applicable.
(j)
Not applicable.
(k)
Not applicable.
(l)
Not applicable.
(m)
(n)
(o)
Not applicable.
(p)
(1)
 
(2)
 
(3)
 
(4)
 
(5)
 
(6)
 
(7)
 
(8)
 
(9)
 
(10)
 
(11)
 
(12)
 
(13)
 
(14)
 
(15)
 
(16)


 
(17)
 
(18)
 
(19)
 
(20)
 
(21)
 
(22)
 
(23)
 
(24)
 
(25)
 
(26)
 
(27)
 
(28)
(q)
(1)
 
(2)
 
(3)
 
(4)
 
(5)
 
(6)
 
(7)


 
(8)
 
(9)
 
(10)
 
(11)
 
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is presently controlled by or under common control with Registrant.
ITEM 30. INDEMNIFICATION
Indemnification provisions for officers, directors and employees of the Registrant are set forth in Article VII, Section 2 of the Amended Declaration.  See Item 28(a) above.
The Trust has entered into indemnification agreements with each of the trustees and certain of its officers. The indemnification agreements provide that the Trust will indemnify the indemnitee for and against any and all judgments, penalties, fines, and amounts paid in settlement, and all expenses actually and reasonably incurred by indemnitee in connection with a proceeding that the indemnitee is a party to or is threatened to be made a party to (other than certain exceptions specified in the agreements), to the maximum extent not expressly prohibited by Delaware law or applicable federal securities law and regulations (including, without limitation, Section 17(h) of the Investment Company Act of 1940 and the rules and regulations issued with respect thereto by the U.S. Securities and Exchange Commission). The Trust also will indemnify indemnitee for and against all expenses actually and reasonably incurred by indemnitee in connection with any proceeding to which indemnitee is or is threatened to be made a witness but not a party.  See Item 23(h)(4) above.
Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(a)
Nationwide Fund Advisors (“NFA”), the investment adviser to the Trust, also serves as investment adviser to Nationwide Mutual Funds. To the Registrant’s knowledge, the Directors and Officers of NFA have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of NFA or its affiliates.

Each of the following persons serves in the same or similar capacity with one or more affiliates of NFA. The address for the persons listed below is One Nationwide Plaza, Columbus, Ohio 43215.

Name and Address
Principal Occupation
Position with NFA
Position with Funds
John L. Carter
President and Chief
Operating Officer of NFS
Director
N/A


Michael S. Spangler
President and Chief Executive Officer of Nationwide Funds Group, which includes NFA, NFM and NFD; Senior Vice President of Nationwide Financial Services, Inc. and Nationwide Mutual Insurance Company; President of Nationwide Securities, LLC
President and
Director
President, Chief Executive Officer and Principal Executive Officer
Lee T. Cummings
Treasurer, Principal Financial Officer, Senior Vice President and Head of Fund Operations of Nationwide Funds Group; Vice President of Nationwide Mutual Insurance Company
Senior Vice President
Treasurer, Principal Financial Officer, Senior Vice President and Head of Fund Operations
Kevin Grether
Vice President of NFA and Chief Compliance Officer of NFA and the Trust; Vice President of Nationwide Mutual Insurance Company
Vice President and Chief Compliance Officer
Senior Vice President and Chief Compliance Officer
Pamela A. Biesecker
Senior Vice President and Head of Taxation of Nationwide Mutual Insurance Company
Senior Vice President and Head of Taxation
N/A
Denise L. Skingle
Senior Vice President and Chief Counsel of Nationwide Mutual Insurance Company
Senior Vice President and Secretary
N/A
Steve A. Ginnan
Senior Vice President, Director and Chief Financial Officer of NFS
Director
N/A
Stephen R. Rimes
Vice President, Associate General Counsel and Secretary for Nationwide Funds Group; Vice President of Nationwide Mutual Insurance Company
Vice President, Associate General Counsel and Assistant Secretary
Secretary, Senior Vice President and General Counsel
David A. Conner
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
Hope C. Hacker
Associate Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Treasurer
N/A
Timothy J. Dwyer
Vice President and Assistant Treasurer of Nationwide Mutual Insurance Company
Vice President and Assistant Treasurer
N/A
Mark E. Hartman
Associate Vice President and Assistant Secretary of Nationwide Mutual Insurance Company
Associate Vice President and Assistant Secretary
N/A
Keith W. Hinze
Assistant Secretary of Nationwide Mutual Insurance Company
Assistant Secretary
N/A


(b)
Information for the Subadvisers

(1)
Allianz Global Investors U.S. LLC (“Allianz”) acts as subadviser to the NVIT AllianzGI International Growth Fund.  Allianz is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the directors and officers of Allianz have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

(2)
American Century Investment Management, Inc. (“American Century”) acts as subadviser to the NVIT Multi-Manager Mid Cap Value Fund. Except as listed below, the directors and officers of American Century have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

Name and Position With American Century
Other Company
Position With Other Company
Charles Tan
Senior Vice President and Co-CIO, Global Fixed Income
Aberdeen Standard Investments
Head of North American Fixed Income
Jason Greenblath
Vice President
Aberdeen Standard Investments
Head of US Investment Grade Credit
Alex Lepinsky
Vice President
 
Deutsche Bank
Senior Portfolio Manager and Senior Trader
 

(3)
Amundi Asset Management US, Inc. (“Amundi AM US”) acts as subadviser to the NVIT Amundi Multi Sector Bond Fund.  The directors and officers of Amundi AM US have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities, except as noted below.

Name and Position With Amundi AM US
Other Company
Position With Other Company
Lisa Jones,
CEO
The Investment Company Institute
Member – Board of Governors
 
MIT Sloan Finance Group Advisory Board
Member
Ken Taubes,
CIO
Kerem Shalom
Member of Finance Committee
 
Suffolk University MSF Advisory Board
 
Board Member
Gregg Dooling,
CFO
Raising a Reader Massachusetts
Member of Finance and Audit Committee
 
Raising a Reader Massachusetts
Chair of Board of Trustees

(4)
AQR Capital Management, LLC (“AQR”) acts as subadviser for the NVIT AQR Large Cap Defensive Style Fund.  Except as listed below, the directors and officers of AQR have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

Name and Position With AQR
Other Company
Position With Other Company
Lasse Pedersen, Principal
Copenhagen Business School
Howitzvej 60,
2000 Frederiksberg, Denmark 2815 2815
Professor (2011-present)
Scott Richardson, Principal
London Business School
26 Sussex Pl
Marylebone, London, UK
Professor of Accounting (2011- present)


Tobias Moskowitz, Principal
Yale University School of Management Yale University
New Haven, CT 06511
Dean Takahashi Professor of Finance (2016-present)

(5)
BlackRock Investment Management, LLC (“BlackRock”) acts as subadviser to the NVIT S&P 500 Index Fund, NVIT Small Cap Index Fund, NVIT Mid Cap Index Fund, NVIT International Index Fund, NVIT Bond Index Fund, NVIT BlackRock Equity Dividend Fund, NVIT iShares Fixed Income ETF Fund and NVIT iShares Global Equity ETF Fund. The directors and officers of BlackRock have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

(6)
Columbia Management Investment Advisers, LLC (“Columbia”) acts as subadviser to the NVIT Columbia Overseas Value Fund. Except as set forth below, none of the directors or officers of Columbia are or have been, at any time during the Trust’s past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.

(a)
Columbia, a wholly-owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Trust and certain other clients. Information regarding the business of Columbia is set forth in the Prospectus and Statement of Additional Information of the Trust’s series that are subadvised by Columbia and is incorporated herein by reference. Information about the business of Columbia and the directors and principal executive officers of Columbia is also included in the Form ADV filed by Columbia with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which information is incorporated herein by reference. In addition to their position with Columbia, certain directors and officers of Columbia also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.

 (7)
DoubleLine Capital LP (“DoubleLine”) acts as subadviser to the NVIT DoubleLine Total Return Tactical Fund. Except as noted below, no director, officer, or partner of DoubleLine have been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

Name and Position with DoubleLine
Other Company
Position with Other Company
Jeffrey E. Gundlach, Chief Executive Officer, Chief Investment Officer
DoubleLine Funds Trust
Chairman of the Board of Trustees
Ronald R. Redell, Executive Vice President
DoubleLine Funds Trust
President, Interested Trustee
 
DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Yield Opportunities Fund
Chairman of the Board of Trustees
Earl Lariscy, General Counsel
DoubleLine Funds Trust
Vice President
 
DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Yield Opportunities Fund
Vice President and Assistant Secretary
Jeffrey J. Sherman, Deputy Chief Investment Officer
DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Yield Opportunities Fund
Vice President
Youse Guia, Chief Compliance Officer
DoubleLine Funds Trust, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Yield Opportunities Fund
Chief Compliance Officer
Cris Santa Ana, Chief Risk Officer
DoubleLine Funds Trust, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Yield Opportunities Fund
Secretary


Patrick Townzen, Director of Operations
DoubleLine Funds Trust, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Yield Opportunities Fund
Vice President

(8)
Dreyfus Cash Investment Strategies, a division of BNY Mellon Investment Adviser, Inc. (“Dreyfus”), acts as subadviser to the NVIT Government Money Market Fund. Dreyfus also acts as an investment adviser or subadviser to other investment companies.  To the knowledge of the Registrant, the directors and officers of Dreyfus have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

(9)
Federated Investment Management Company (“Federated”) acts as subadviser to the NVIT Federated High Income Bond Fund and is a registered investment adviser under the Investment Advisers Act of 1940.  It is a subsidiary of Federated Hermes, Inc. (formerly, Federated Investors, Inc).  Federated serves as investment adviser to a number of investment companies and private accounts.  Except as noted below, the directors and officers of Federated have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

Name and Position with Federated
Other Company
Position with Other Company
James Gallagher II, Trustee
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE  19801-1494
Partner

(10)
Goldman Sachs Asset Management, L.P. (“GSAM”) is an indirect wholly owned subsidiary of The Goldman Sachs Group, Inc. and serves as subadviser to the NVIT GS Emerging Markets Equity Insights Fund, NVIT GS International Equity Insights Fund, NVIT GS Large Cap Equity Insights Fund and NVIT GS Small Cap Equity Insights Fund. GSAM is engaged in the investment advisory business. GSAM is part of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization. GSAM Holdings LLC is the general partner and principal owner of GSAM. To the knowledge of the Registrant, the directors and officers of GSAM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

(11)
Invesco Advisers, Inc. (“Invesco”) acts as subadviser to the NVIT Multi-Manager Small Cap Growth Fund and NVIT Multi-Manager Small Company Fund.  Except as noted below, no director, officer, or partner of Invesco has been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

The following table provides information with respect to the principal executive officer and the directors of Invesco.

Registrant's investment sub-adviser, Invesco is located at 1555 Peachtree Street, N.E., Atlanta, GA 30309. In addition to providing sub-advisory services, Invesco, through its subsidiaries, engages in the business of investment management on an international basis.  The directors, officers, or partners of Invesco have held, during the past two fiscal years, the following positions of a substantial nature.

Name
Position
Gregory McGreevey
Director, Chairman, President and Chief Executive Officer
Andrew R. Schlossberg
Director and Sr. Vice President
L. Allison Dukes
Director
Kevin M. Carome
Director
Todd Kuehl
Chief Compliance Officer
Annette Lege
Chief Accounting Officer, CFO and Treasurer
Mark Gregson
Controller
Jeffrey H. Kupor
Senior Vice President and Secretary
Crissie M. Wisdom
Anti-Money Laundering Compliance Officer



(12)
Jacobs Levy Equity Management, Inc. (“Jacobs Levy”) acts as subadviser to the NVIT Multi-Manager Small Company Fund, NVIT Multi-Manager Small Cap Value Fund, NVIT U.S. 130/30 Equity Fund, and NVIT Jacobs Levy Large Cap Growth Fund. To the knowledge of the Registrant, the directors and officers of Jacobs Levy have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director o--r officer of affiliated entities.

(13)
J.P. Morgan Investment Management, Inc. (“JPMIM”), a registered investment adviser, and a wholly owned subsidiary of J. P. Morgan & Co., acts as subadviser to the NVIT J.P. Morgan U.S. Equity Fund,  NVIT J.P. Morgan MozaicSM Fund, NVIT S&P 500® 1-Year Buffer Fund Jan, NVIT S&P 500® 1-Year Buffer Fund Feb, NVIT S&P 500® 1-Year Buffer Fund Mar, NVIT S&P 500® 1-Year Buffer Fund Apr, NVIT S&P 500® 1-Year Buffer Fund May, NVIT S&P 500® 1-Year Buffer Fund June, NVIT S&P 500® 1-Year Buffer Fund July, NVIT S&P 500® 1-Year Buffer Fund Aug, NVIT S&P 500® 1-Year Buffer Fund Sept, NVIT S&P 500® 1-Year Buffer Fund Oct, NVIT S&P 500® 1-Year Buffer Fund Nov, NVIT S&P 500® 1-Year Buffer Fund Dec, NVIT S&P 500® 5-Year Buffer Fund Q1, NVIT S&P 500® 5-Year Buffer Fund Q2, NVIT S&P 500® 5-Year Buffer Fund Q3, and NVIT S&P 500® 5-Year Buffer Fund Q4. The directors and executive officers of JPMIM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of JPMIM or its affiliates.

(14)



(15)
Lazard Asset Management LLC (“Lazard”) acts as subadviser to the NVIT International Equity Fund. The directors and officers of Lazard have not been engaged in any other business or profession of a substantial nature during the past two fiscal years.

Loomis, Sayles & Company, L.P. (“Loomis Sayles”) acts as subadviser to a portion of the NVIT Emerging Markets Fund. The address of Loomis Sayles is One Financial Center, Boston, MA 02111. Loomis Sayles is an investment adviser registered under the Investment Advisers Act of 1940. Except as noted below, the directors and officers of Loomis Sayles have not been engaged in any other business or profession of a substantial nature during the past fiscal years, other than in their capacities as a director or officer of affiliated entities.

Name and Position with Loomis Sayles
Name and Principal Business Address of Other Company
Connection with Other Company
Kevin P. Charleston
Chairman, Chief Executive Officer, President and Director
 
Loomis Sayles Funds I
888 Boylston Street, Boston, MA 02199
Loomis Sayles Funds I
888 Boylston Street, Boston, MA 02199
Loomis Sayles Funds II
888 Boylston Street, Boston, MA
02199
Trustee
Natixis Funds Trust I
888 Boylston Street, Boston, MA 02199
Trustee
Natixis Funds Trust II
888 Boylston Street, Boston, MA 02199
Trustee
Natixis Funds Trust IV
888 Boylston Street, Boston, MA 02199
Trustee
Natixis ETF Trust
888 Boylston Street, Boston, MA 02199
Trustee
Natixis ETF Trust II
888 Boylston Street, Boston, MA 02199
Trustee
Gateway Trust
888 Boylston Street, Boston, MA 02199
Trustee
Loomis Sayles Distributors, Inc.
One Financial Center, Boston, MA 02111
Director
Loomis Sayles Investments Limited
The Economist Plaza, 25 St. James’s Street, London, England SW1A 1 HA
Executive Vice President
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager and President


 
Loomis Sayles Investments Asia Pte. Ltd.10 Collyer Quay #14-06, Ocean Financial Centre, Singapore 049315
Director
 
Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111
Director, Chairman and President
 
NIM-os, LLC                                          
One Financial Center, Boston, MA 02111
Director, Chairman and President
Matthew J. Eagan
Executive Vice President and Director
None.
None.
Daniel J. Fuss
Vice Chairman, Executive Vice President and Director
Loomis Sayles Funds I
888 Boylston Street, Boston, MA 02199
Executive Vice President (2003 to 2021)
Loomis Sayles Funds II
888 Boylston Street, Boston, MA 02199
 Executive Vice President (2003 to 2021)
John R. Gidman
Executive Vice President, Chief Operating Officer and Director
Loomis Sayles Solutions, LLC
One Financial Center, Boston, MA 02111
President (2003-2020)
Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111
Director and Chief Executive Officer
NIM-os, LLC                                           One Financial Center, Boston, MA 02111
Director and Chief Executive Officer
David L. Giunta
Director
 
Natixis Investment Managers
888 Boylston Street, Boston, MA
02199
President and Chief Executive Officer, US
Natixis Advisors, L.P.
888 Boylston Street, Boston, MA 02199
President and Chief Executive Officer
Natixis Distribution Corporation
888 Boylston Street, Boston, MA
02199
Chairman, President and Chief Executive Officer
Natixis Distribution, L.P
888 Boylston Street, Boston, MA 02199
President and Chief Executive Officer
Loomis Sayles Funds I
888 Boylston Street, Boston, MA 02199
Trustee and Executive Vice President
Loomis Sayles Funds II
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
Natixis Funds Trust I
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
Natixis Funds Trust II
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
Natixis Funds Trust IV
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
Natixis ETF Trust
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
Natixis ETF Trust II
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer



 
Gateway Trust
888 Boylston Street, Boston, MA 02199
Trustee, President and Chief Executive Officer
Aziz V. Hamzaogullari
Executive Vice President, Chief Investment Officer of the Growth Equity Strategies and Director
None.
None.
Maurice Leger
Executive Vice President, Director of Global Institutional Services and Director
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager
Jean S. Loewenberg
Executive Vice President, General Counsel, Secretary and Director
Loomis Sayles Distributors, Inc.
One Financial Center, Boston, MA 02111
Director
Loomis Sayles Investments Limited
The Economist Plaza, 25 St. James’s Street, London, England SW1A 1 HA
General Counsel and Secretary
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager and Secretary
Loomis Sayles Operating Services, LLC, One Financial Center, Boston, MA 02111
Director and General Counsel
NIM-os, LLC                                           One Financial Center, Boston, MA 02111
Director and General Counsel
Richard G. Raczkowski
Executive Vice President and Director
None.
None.
John F. Russell,
Executive Vice President and Director
None.
None.
Susan Sieker
Executive Vice President, Chief Financial Officer and Director (4/12/21)
NIM-os, LLC                                           One Financial Center, Boston, MA 02111
Director
 
Loomis Sayles Investments Limited
The Economist Plaza, 25 St. James’s Street, London, England SW1A 1 HA
Chief Financial Officer
 
Loomis Sayles Trust Company, LLC
One Financial Center, Boston, MA 02111
Manager and Chief Financial Officer
Elaine M. Stokes
Executive Vice President and Director
None.
None.
David L. Waldman
Executive Vice President, Deputy Chief Investment Officer (2013-2021), Chief Investment Officer (2021) and Director
None.
None.
 

(16)
Nationwide Asset Management, LLC (“NWAM”) acts as subadviser to the NVIT Core Bond Fund, NVIT Short Term Bond Fund, NVIT Government Bond Fund, NVIT Investor Destinations Managed Growth Fund, NVIT Investor Destinations Managed Growth & Income Fund, NVIT BlueprintSM Managed Growth Fund, NVIT BlueprintSM Managed Growth & Income Fund, NVIT Managed American Funds Asset Allocation Fund, NVIT Managed American Funds Growth-Income Fund, and NVIT BlackRock Managed Global Allocation Fund. To the knowledge of the Registrant, the directors and officers of NWAM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

(17)
Neuberger Berman Investment Advisers LLC (“Neuberger Berman”) is a wholly owned subsidiary of Neuberger Berman Group LLC. Neuberger Berman serves as sub-adviser to the NVIT Neuberger Berman Multi Cap Opportunities Fund. The directors and executive officers of Neuberger Berman are Bradley Tank, Joseph Amato, Lawrence Kohn, Brad Cetron, and Robert Eason, Stephen Wright, Leo Viola and Kenneth DeRegt. These individuals have not been engaged in any other business or profession, vocation or employment of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of Neuberger Berman or certain of Neuberger Berman’s affiliated entities or certain domestic or non-US investment companies.




(18)


Newton Investment Management Ltd. (“Newton”) acts as a subadviser to the NVIT BNY Mellon Sustainable U.S. Equity Fund. The directors and officers of Newton have not been engaged in any other business or profession of substantial nature during the past two fiscal years.

(19)
Newton Investment Management North America, LLC (“Newton US”) acts as a subadvisor to the NVIT BNY Mellon Dynamic U.S. Core Fund and NVIT BNY Mellon Dynamic U.S. Equity Income Fund. The directors and officers of Newton US have not been engaged in any other business or profession of substantial nature during the past two fiscal years.

(20)
NS Partners Ltd (“NS Partners”) acts as subadviser to a portion of the NVIT Emerging Markets Fund. To the knowledge of the Registrant, the directors and officers of NS Partners have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated` entities.

(21)
Thompson, Siegel & Walmsley LLC (“TSW”) acts as subadviser to the NVIT Multi-Manager Mid Cap Value Fund. To the knowledge of the Registrant, the directors and officers of TSW have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.

(22)
WCM Investment Management, LLC (“WCM”) acts as subadviser to the NVIT Multi-Manager Small Cap Value Fund. To the knowledge of the Registrant, the directors and officers of WCM have not been engaged in any other business or profession of a substantial nature during the past two fiscal years.

(23)
Wellington Management Company LLP (“Wellington Management”) acts as subadviser to the NVIT Multi-Manager Small Cap Growth Fund and NVIT Real Estate Fund. Wellington Management is an investment adviser registered under the Investment Advisers Act of 1940. During the last two fiscal years, no partner of Wellington Management has engaged in any other business, profession, vocation or employment of a substantial nature other than that of the business of investment management.

(24)

Allspring Global Investments, LLC (“Allspring”) acts as subadviser to the NVIT Allspring Discovery Fund (formerly, NVIT Wells Fargo Discovery Fund). To the knowledge of the Registrant, no director, officer, or partner of Allspring has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity as director, officer, employee, partner or trustee outside of Allspring.

(25)
Insight North America LLC, a subsidiary of the Bank of New York Mellon Corporation, acts as a subadvisor to the NVIT BNY Mellon Core Plus Bond Fund. The directors and officers of Insight have not been engaged in any other business or profession of substantial nature during the past two fiscal years.

(26)
Victory Capital Management Inc. (“Victory Capital”) acts as a subadviser to a portion of the NVIT Multi-Manager Mid Cap Value Fund.  Victory Capital is an investment adviser registered under the Investment Advisers Act of 1940. To the knowledge of the Registrant, the directors and officers of Victory Capital have not been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of affiliated entities.
ITEM 32. PRINCIPAL UNDERWRITERS
(a)
NFD, the principal underwriter of the Trust, also acts as principal underwriter for Nationwide Mutual Funds.
(b)
Herewith is the information required by the following table with respect to each director, officer or partner of NFD.  The address for the persons listed below is One Nationwide Plaza, Columbus, Ohio 43215.

Name:
Position with NFD:
Position with Registrant:
Michael S. Spangler
Chairman, Director and President
President, Chief Executive Officer and Principal Executive Officer
Holly A. Butson
Chief Compliance Officer
N/A
Lee T. Cummings
Vice President
Treasurer, Principal Financial Officer, Senior Vice President and Head of Fund Operations
Ewan T. Roswell
Associate Vice President Treasurer
N/A



Mark E. Hartman
Associate Vice President and Assistant Secretary
N/A
Jennifer L. Monnin
Chief Marketing Officer
N/A

(c)

Not applicable.
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
J.P. Morgan Investor Services Co.
1 Beacon Street
Boston, MA 02108-3002
Nationwide Variable Insurance Trust
One Nationwide Plaza
Columbus, Ohio 43215
ITEM 34. MANAGEMENT SERVICES
Not applicable.
ITEM 35. UNDERTAKINGS
Not applicable.





















SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Columbus, and State of Ohio, on this 8th day of March, 2022.

 
NATIONWIDE VARIABLE INSURANCE TRUST
BY:
/s/Allan J. Oster
 
 Allan J. Oster, Attorney-In-Fact for Registrant