NATIONWIDE VARIABLE INSURANCE TRUST

One Nationwide Plaza

Mail Code 5-02-210

Columbus, Ohio 43215

(800) 848-0920

May 8, 2023

Dear Shareholder:

The enclosed Information Statement details a recent subadviser change relating to the NVIT Jacobs Levy Large Cap Core Fund (the “Fund”), a series of Nationwide Variable Insurance Trust (the “Trust”). Until recently, the Fund was known as the “NVIT Neuberger Berman Multi Cap Opportunities Fund.”

Specifically, Nationwide Fund Advisors, the Fund’s investment adviser, recommended, and the Board of Trustees of the Trust (the “Board”) approved, the selection of Jacobs Levy Equity Management, Inc. to serve as the new subadviser to the Fund. At the same time, the Board approved the termination of Neuberger Berman Investment Advisers LLC as the Fund’s subadviser. These changes became effective on February 21, 2023. The Trust has received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission (the “SEC”) that allows certain subadviser changes to be made without shareholder approval. The Manager of Managers Order requires that this Information Statement be sent to you. Additionally, the Trust has received interpretive guidance from the staff of the SEC’s Division of Investment Management allowing the Trust, in lieu of physical delivery of the Information Statement, to make the Information Statement available to you online. The Information Statement will be available on the Trust’s website at nationwide.com/personal/investing/mutual-funds/shareholder-news/ until August 31, 2023. A paper or email copy of the Information Statement may be obtained, without charge, by contacting the Trust at 800-574-6108.

Please read the enclosed Information Statement for additional information.

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

Sincerely,

Stephen R. Rimes

Secretary, Nationwide Variable Insurance Trust

NATIONWIDE VARIABLE INSURANCE TRUST

One Nationwide Plaza

Mail Code 5-02-210

Columbus, Ohio 43215

(800) 848-0920

INFORMATION STATEMENT

Nationwide Variable Insurance Trust (the “Trust”) is furnishing this Information Statement with respect to the NVIT Jacobs Levy Large Cap Core Fund (the “Fund”), a series of the Trust. Until recently, the Fund was known as the “NVIT Neuberger Berman Multi Cap Opportunities Fund.” All owners (“Contract Owners”) of variable annuity contracts or variable life insurance policies (“variable contracts”) who, as of April 5, 2023, had selected the Fund as an underlying investment option within their variable contracts will receive this Information Statement.

The Trust has received an exemptive order (the “Manager of Managers Order”) from the U.S. Securities and Exchange Commission (the “SEC”), which permits Nationwide Fund Advisors (“NFA”), the Fund’s investment adviser, to hire new subadvisers that are unaffiliated with NFA, to terminate subadvisory relationships, and to make changes to existing subadvisory agreements with the approval of the Trust’s Board of Trustees (the “Board” or the “Trustees”), but without obtaining shareholder approval, provided, among other things, that the Fund sends to its shareholders (or, in this case, the Contract Owners who have selected the Fund as an underlying investment option) an information statement describing any new subadviser within 90 days of hiring such subadviser.

WE ARE NOT ASKING YOU FOR A PROXY OR VOTING INSTRUCTIONS AND

WE REQUEST THAT YOU NOT SEND US A PROXY OR VOTING INSTRUCTIONS.

INTRODUCTION

The Fund is an investment portfolio, or series, of the Trust. The Trust, on behalf of the Fund, has entered into an Investment Advisory Agreement with NFA. Pursuant to the Investment Advisory Agreement, NFA may select one or more subadvisers for the Fund and supervises the Fund’s daily business affairs, subject to the oversight of the Board. NFA selects one or more subadviser(s) it believes will provide the Fund with high-quality investment management services consistent with the Fund’s investment objective. NFA is responsible for the overall monitoring of the Fund’s subadviser(s).

Effective February 21, 2023, Jacobs Levy Equity Management, Inc. (“Jacobs Levy”) began serving as the subadviser to the Fund, following the termination of Neuberger Berman Investment Advisers LLC (“Neuberger Berman”), the Fund’s previous subadviser.

Jacobs Levy is unaffiliated with NFA and discharges its responsibilities subject to the supervision of NFA and the oversight of the Board. Jacobs Levy is paid a subadvisory fee by NFA from the management fees NFA receives from the Fund. In accordance with procedures adopted by the Board, the subadviser of the Fund may effect portfolio transactions through a broker-dealer affiliated with the subadviser that receives brokerage commissions in connection therewith as permitted by applicable law.

The purpose of this Information Statement is to report the appointment of Jacobs Levy, located at 100 Campus Drive, Florham Park, NJ 07932, as the new subadviser to the Fund. The Board approved the appointment of Jacobs Levy as the subadviser to the Fund on December 7, 2022. Factors considered by the Board in making its decision to approve Jacobs Levy as the subadviser, as well as other important information, are described in more detail below.

RECOMMENDATION TO APPROVE SUBADVISER

As part of NFA’s duties to select and supervise the Fund’s subadviser, NFA is responsible for communicating performance expectations to, and evaluating the performance of, the subadviser and recommending to the Board whether a new subadviser should be hired or whether a subadviser’s contract with the Trust should be renewed, modified or terminated. NFA periodically provides written reports to the Board describing the results of its evaluation and monitoring functions.

The Fund’s investment objective is to seek long-term capital growth. Neuberger Berman had subadvised the Fund since its inception in 2008. The Fund had generally underperformed compared to the S&P 500^® Index and its Lipper category over

the 1-, 3- and 5-year periods ended September 30, 2022, including periods where market conditions favored Neuberger Berman’s investment style. NFA determined to recommend the replacement of Neuberger Berman as the Fund’s subadviser to seek another manager that could provide a large-cap equity strategy blending both growth and value stocks and that exhibited strong risk-adjusted performance relative to its peers. In addition, NFA sought a subadviser that could reduce NFA’s subadvisory payment obligation in a sufficient amount to provide a meaningful expense reduction to the Fund’s shareholders.

JACOBS LEVY

NFA recommended to the Board that Jacobs Levy be appointed to serve as the Fund’s subadviser in place of Neuberger Berman. NFA developed its recommendation that Jacobs Levy be appointed based on an analysis of its management team, investment process, risk management, compliance program and operational capabilities. NFA placed particular emphasis on Jacobs Levy’s large-cap equity investment approach that seeks to identify and benefit from market inefficiencies. NFA also considered its experience with Jacobs Levy as a subadviser to other funds in the Nationwide fund complex.

As subadvised by Jacobs Levy, under normal circumstances, the Fund invests at least 80% of its net assets in equity securities issued by large capitalization companies. Equity securities in which the Fund invests are primarily common stock. The Fund may also invest in equity securities of companies that are located outside the United States.

Jacobs Levy invests in stocks using a dynamic, multidimensional investment process that combines human insight and intuition, finance and behavioral theory, and quantitative and statistical techniques. The subadviser’s security evaluation process focuses on modeling a large number of stocks and proprietary factors, using financial statements, security analyst forecasts, corporate management signals, economic releases, and security prices. This investment approach is intended to seek diversification across market inefficiencies, securities, industries, and sectors, while managing known risk exposures relative to the S&P 500 Index. The range of models is designed to allow the portfolio to be diversified across exposures to numerous potential opportunities. Nevertheless, the Fund may invest in any economic sector and, at times, emphasize one or more particular industries or sectors.

The portfolio managers for the Fund are Dr. Bruce I. Jacobs and Kenneth N. Levy, CFA. Dr. Jacobs and Mr. Levy are jointly responsible for the day-to-day portfolio management of the Fund.

Dr. Jacobs is a Principal and Co-Founder of Jacobs Levy and has been with the firm since 1986. He is Co-Chief Investment Officer, Portfolio Manager, and Co-Director of Research.

Mr. Levy is a Principal and Co-Founder of Jacobs Levy and has been with the firm since 1986. He is Co-Chief Investment Officer, Portfolio Manager, and Co-Director of Research.

Based on the foregoing considerations, NFA recommended to the Board that Jacobs Levy be approved as the subadviser to the Fund.

BOARD CONSIDERATIONS

At a meeting held on December 7, 2022 (the “Meeting”), the Board, including those members who are not considered to be “interested persons” of the Fund under the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Trustees”), discussed and unanimously approved the appointment of Jacobs Levy as the subadviser to the Fund pursuant to a subadvisory agreement between Jacobs Levy and NFA. The Board was provided with detailed materials relating to Jacobs Levy in advance of the Meeting. The Independent Trustees met in executive session with their independent legal counsel to discuss information relating to the subadvisory agreement. The material factors and conclusions that formed the basis for the Board’s approval are discussed below.

The Nature, Extent and Quality of the Services to be Provided by Jacobs Levy as the Subadviser. In making its determinations, the Board took into account information provided to it by NFA as to the services to be provided by Jacobs Levy under the subadvisory agreement, including information relating to the investment strategy and processes for the Fund. The Board considered information provided to it regarding the experience of the investment personnel of Jacobs Levy who would be managing the Fund.

Investment Performance. The Board considered information concerning the past performance record of Jacobs Levy in managing the investment strategy it intended to use in managing the Fund’s assets.

Fee Level. The Board considered the subadvisory fee rate that NFA would pay to Jacobs Levy with respect to the Fund. The Board considered that the subadvisory fee rate that NFA would pay to Jacobs Levy includes breakpoints at different asset levels than the current subadvisory fee. The Board noted that the subadvisory fee schedule proposed with respect to Jacobs Levy was anticipated to result in an overall lower effective subadvisory fee rate to be paid by NFA with respect to the Fund. The Board considered that NFA agreed to share approximately 50% of the reduction in sub-advisory fees with the Fund’s shareholders by reducing its advisory fee through a fee waiver.

Profitability; Fallout Benefits. No information was presented to the Board regarding Jacob Levy’s expected profitability as a result of the subadvisory agreement or the expected profitability of the Fund to NFA following the implementation of the new subadvisory agreement.

Terms of the Subadvisory Agreement. The Board considered that the non-compensatory terms of the subadvisory agreement are substantially similar in all material respects to the terms of the subadvisory agreements that the Trust currently has in place for other Nationwide Funds.

Conclusion. Based on these and other considerations, none of which were individually determinative of the outcome, and after discussion and consideration among the Trustees, and with NFA, Trust counsel, and independent legal counsel, the Board, including all of the Independent Trustees voting separately, unanimously approved the subadvisory agreement for a two-year period commencing from the execution of the subadvisory agreement.

THE SUBADVISORY AGREEMENT

The subadvisory agreement with Jacobs Levy, dated September 13, 2019, as amended February 21, 2023, to reflect the addition of the Fund (the “Agreement”), was approved by the Board, including the Independent Trustees, on December 7, 2022. In accordance with the Manager of Managers Order, the Agreement was not submitted to the Fund’s shareholders for their approval. The terms of the Agreement are substantially similar to the terms of the subadvisory agreements that the Trust currently has in place with other unaffiliated subadvisers. The following is a brief summary of the material terms of the Agreement.

Term. The Agreement, solely with respect to the Fund, has an initial term that expires on January 1, 2025, and continues for successive one-year terms thereafter as long as its continuance is approved by the Board or by a vote of a majority of outstanding shares of the Fund, provided that, in either case, the terms and the renewal have been approved by the vote of a majority of the Independent Trustees, cast in person, at a meeting called for the purpose of voting on such approval. The Agreement can be terminated on not more than 60 days’ written notice by NFA, by a vote of a majority of the Independent Trustees on behalf of the Fund or a majority of the outstanding voting securities of the Fund, or on not less than 120 days’ written notice by Jacobs Levy. The Agreement terminates automatically if assigned by any party.

Fees. Under the Agreement, the annual subadvisory fee payable by NFA to Jacobs Levy (as a percentage of the average daily net assets of the Fund) is set forth in the table attached as Exhibit A.

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

Brokerage. Under the Agreement, Jacobs Levy is authorized to purchase and sell securities on behalf of the Fund through brokers or dealers Jacobs Levy selects and to negotiate commissions to be paid on such transactions. In doing so, Jacobs Levy is required to use reasonable efforts to obtain the most favorable price and execution available but is permitted, subject to certain limitations, to pay brokerage commissions that are higher than what another broker might have charged in return for brokerage and research services.

Indemnification. Under the Agreement, Jacobs Levy and its affiliates and controlling persons cannot be held liable to NFA, the Trust, the Fund or the Fund’s shareholders in the absence of willful misfeasance, bad faith, gross negligence, reckless disregard of its duties under the Agreement, or violation of applicable law.

Jacobs Levy is required, under the Agreement, to indemnify NFA, the Trust, the Fund, and their respective affiliates and controlling persons for any liability or expenses sustained by them as a result of Jacobs Levy’s willful misfeasance, bad faith,

gross negligence, reckless disregard of its duties or violation of applicable law, as well as under certain other circumstances. The Agreement also contains provisions pursuant to which NFA and the Trust are required to indemnify Jacobs Levy for any liability and expenses which may be sustained by Jacobs Levy as a result of NFA’s or the Trust’s willful misfeasance, bad faith, gross negligence, reckless disregard of their respective duties or violation of applicable law.

Regulatory Pronouncements. The Agreement also includes provisions arising from regulatory requirements. These provisions include a requirement that Jacobs Levy establish and maintain written proxy voting procedures in compliance with current applicable laws and regulations, including, but not limited to, Rule 30b1-4 under the 1940 Act. Also, the provisions include language required by Rule 17a-10 under the 1940 Act that permits Jacobs Levy to execute securities transactions under limited circumstances through broker-dealers deemed to be affiliated with the Fund, subject to certain prohibitions on consultations between Jacobs Levy and other subadvisers to the Fund or funds affiliated with the Fund.

Further Information. The above description of the Agreement is only a summary and is qualified in its entirety by reference to the text of the Agreement. A copy of the Agreement will be on file with the SEC and will be available: (i) on the SEC’s EDGAR database via the internet at www.sec.gov; (ii) by electronic request to publicinfo@sec.gov; or (iii) by mail by sending your request to Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1520.

OTHER INFORMATION ABOUT JACOBS LEVY

Jacobs Levy is located at 100 Campus Drive, Florham Park, NJ 07932. The following table sets forth the names and principal occupations of the principal executive officers of Jacobs Levy. The address of each person listed below is 100 Campus Drive, Florham Park, NJ 07932.

Name	Title
Bruce I. Jacobs	President and Director
Kenneth N. Levy	Vice President and Director
Leo A. Dalton	Chief Financial Officer
Jason M. Hoberman	General Counsel and Chief Compliance Officer
Laura M. Devito	Chief Operating Officer

Jacobs Levy was established in 1986 as a New Jersey corporation. Jacobs Levy is an independent investment advisory firm focusing exclusively on the management of equity portfolios in a variety of strategies.

MORE ABOUT FEES AND EXPENSES

The Fund pays NFA an investment advisory fee at an effective annual rate (as a percentage of the Fund’s average daily net assets) as set forth in the table attached as Exhibit B.

During the fiscal year ended December 31, 2022, the Fund paid investment advisory fees to NFA as set forth in the table attached as Exhibit C.

ADDITIONAL INFORMATION

NFA serves as the Fund’s investment adviser pursuant to an Investment Advisory Agreement that was last approved by the Board, including a majority of the Independent Trustees, on December 6, 2022. The Investment Advisory Agreement was last approved by shareholders of the Fund upon the Fund’s inception on March 24, 2008. The key features of the Investment Advisory Agreement are described below.

Advisory Services. Under the Investment Advisory Agreement, NFA, subject to the oversight of the Board: (i) sets the overall investment strategy for the Fund; (ii) has overall supervisory responsibility for the general management and investment of the Fund’s assets; (iii) determines the allocation of assets among one or more subadvisers, if any; and (iv) has full investment discretion to make all determinations with respect to the investment of the Fund’s assets not otherwise assigned to a subadviser. With regard to subadvisers, NFA, subject to the oversight of the Board: (i) researches and evaluates each subadviser, if any; (ii) performs initial due diligence on prospective subadvisers; (iii) monitors each subadviser’s ongoing performance; (iv) communicates performance expectations and evaluations to each subadviser; and (v) recommends to the Board whether a subadviser’s contract should be renewed, modified or terminated. NFA also is responsible for recommending changes or additions

to the subadvisers and is responsible for compensating each subadviser. Finally, NFA is responsible for providing periodic reports to the Board concerning the Fund’s business and investments as the Board requests.

Continuance. The Investment Advisory Agreement may be continued from year to year by a majority vote of the Board or by a vote of a majority of the outstanding shares of the Fund, provided that, in either case, the terms and the renewal have been approved by the vote of a majority of the Independent Trustees, cast in person, at a meeting called for the purpose of voting on such approval.

Termination. The Investment Advisory Agreement provides that it may be terminated, without the payment of any penalty, by vote of a majority of the Board or by vote of a majority of the outstanding voting securities of the Fund, or by NFA, in each case, upon not less than 60 days’ written notice to the other party. The Investment Advisory Agreement also provides that it will automatically and immediately terminate in the event of its assignment.

As of April 5, 2023, the Fund had issued outstanding shares in the amounts as set forth in the table attached as Exhibit D.

As of April 5, 2023, to the Trust’s knowledge, no person, except as set forth in the table attached as Exhibit E, had or shared voting or investment power over more than 5% of the outstanding shares of any class of the Fund.

As of April 5, 2023, the Executive Officers and Trustees of the Trust as a group owned less than 1% of the outstanding shares of any class of the Fund.

Although Contract Owners are not being asked to vote on the approval of Jacobs Levy, as subadviser to the Fund, the Trust is required to summarize the voting rights of Contract Owners. Whenever a matter affecting the Fund requires shareholder approval, a shareholder meeting generally will be held, and a proxy statement and proxy/voting instruction forms will be sent to the Fund’s shareholders and to Contract Owners who have selected the Fund as an underlying mutual fund option. Shares of the Fund are available exclusively as a pooled funding vehicle for variable contracts offered by the separate accounts, or subaccounts thereof, of certain life insurance companies (“Participating Insurance Companies”). The Participating Insurance Companies own shares of the Fund as depositors for the Contract Owners. Thus, individual Contract Owners do not vote on such matters directly because they are not shareholders of the Fund. Rather, the Participating Insurance Companies and their separate accounts are shareholders and will vote the shares of the Fund attributable to the Contract Owners in accordance with the Contract Owners’ voting instructions. If voting instructions are not received, the separate accounts will vote the shares of the Fund for which voting instructions have not been received in proportion (for, against, or abstain) to those for which timely voting instructions have been received. As a result, those Contract Owners that choose to vote, as compared with their actual percentage of ownership of the Fund, may control the outcome of the vote. Each share of the Fund is entitled to one vote, and each fraction of a share is entitled to a proportionate fractional vote. Contract Owners are also permitted to revoke previously submitted voting instructions in accordance with instructions contained in the proxy statement sent to the Fund’s shareholders and to Contract Owners.

The foregoing description of Contract Owner voting rights with respect to the Fund is only a summary of these rights. Whenever shareholder approval of a matter affecting the Fund is required, the proxy statement sent to shareholders and Contract Owners will fully describe the voting rights of Contract Owners and the voting procedures that will be followed at the shareholder meeting.

Currently, Nationwide Fund Distributors LLC (“NFD”), an affiliate of NFA, acts as the Trust’s principal underwriter. Under the terms of a Joint Fund Administration and Transfer Agency Agreement, Nationwide Fund Management LLC (“NFM”), an indirect wholly owned subsidiary of Nationwide Financial Services, Inc. (“Nationwide Financial”), provides various administrative and accounting services, including daily valuation of the Fund’s shares, preparation of financial statements, tax returns, and regulatory reports, and presentation of quarterly reports to the Board of Trustees. NFM also serves as transfer agent and dividend disbursing agent for the Fund. The address for NFA, NFD and NFM is One Nationwide Plaza, Mail Code 5-02-210, Columbus, Ohio 43215.

NFA is a wholly owned subsidiary of Nationwide Financial, a holding company which is a direct wholly owned subsidiary of Nationwide Corporation. All of the common stock of Nationwide Corporation is held by Nationwide Mutual Insurance Company, which is a mutual company owned by its policyholders. The address for each of Nationwide Financial, Nationwide Corporation and Nationwide Mutual Insurance Company is One Nationwide Plaza, Columbus, Ohio 43215.

No Officer or Trustee of the Trust is an officer, employee, or director of Jacobs Levy, nor do any such Officers or Trustees own securities issued by Jacobs Levy or have any other material direct or indirect interest in Jacobs Levy.

The Trust will furnish, without charge, a copy of the Trust’s most recent Annual Report to shareholders and Semiannual Report to shareholders succeeding the Annual Report, if any, upon request. This request may be made either by writing to the Trust at the address contained on the first page of this Information Statement or by calling toll-free 800-848-0920. The Annual Report and the Semiannual Report will be mailed to you by first-class mail within three business days of receipt of your request. Copies of the Information Statement may be obtained, without charge, by calling toll-free 800-574-6108.

By Order of the Board of Trustees of Nationwide Variable Insurance Trust,

Stephen R. Rimes, Secretary

May 8, 2023

EXHIBIT A

SUBADVISORY FEES

The annual subadvisory fees payable by NFA to Jacobs Levy (as a percentage of the Fund’s average daily net assets) are set forth in the following table:

Fund	Subadvisory Fees
NVIT Jacobs Levy Large Cap Core Fund	0.30% on Subadviser Assets up to $50 million; 0.25 % on Subadviser Assets of $50 million and more but less than $100 million; 0.20% on Subadviser Assets of $100 million and more but less than $800 million; and 0.16% on Subadviser Assets of $800 million and more

A-1

EXHIBIT B

INVESTMENT ADVISORY FEES

The Fund pays NFA an investment advisory fee at an effective annual rate (as a percentage of the Fund’s average daily net assets) as set forth in the following table:

Fund	Advisory Fees
NVIT Jacobs Levy Large Cap Core Fund	0.60% on assets up to $1 billion; and 0.55% on assets of $1 billion and more

B-1

EXHIBIT C

INVESTMENT ADVISORY FEES PAID TO NFA

The chart below sets forth the investment advisory fees paid by the Fund to NFA for the fiscal year ended December 31, 2022. The amount indicated is after fee waivers and expense reimbursements.

Fund	Advisory Fees
NVIT Jacobs Levy Large Cap Core Fund	$1,350,767

C-1

EXHIBIT D

OUTSTANDING SHARES

As of April 5, 2023, the Fund had issued outstanding shares in the amounts set forth in the table below:

Fund	Number of Shares Outstanding
NVIT Jacobs Levy Large Cap Core Fund Class I	14,389,344.558
NVIT Jacobs Levy Large Cap Core Fund Class II	4,133,517.655

D-1

EXHIBIT E

5% SHAREHOLDERS

As of April 5, 2023, to the Trust’s knowledge, no person, except as set forth in the table below, had or shared voting or investment power over more than 5% of the outstanding shares of any class (collectively, the “shares”) of the Fund.

Name and Address of Shareholder	Number of Shares Beneficially Owned		Percentage of the Class Held by the Shareholder
NVIT Jacobs Levy Large Cap Core Fund Class I
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218	5,834,197.469		40.5%
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218	3,929,657.315		27.3%
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218	1,577,631.180		11.0%
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218	1,396,110.136		9.7%
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218	1,210,535.806		8.4%
NVIT Jacobs Levy Large Cap Core Fund Class II
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218	3,774,950.542	91.3%
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS, OH 43218	292,477.597	7.1%

[ ]	Preliminary Information Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[X]	Definitive Proxy Statement

[X]	No fee required.
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1.	Title of each class of securities to which transaction applies:
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[ ]	Fee paid previously with preliminary proxy materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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