Exhibit No. Ex-99.h.3
EXPENSE LIMITATION AGREEMENT
NATIONWIDE VARIABLE INSURANCE TRUST
EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2007 by and
between NATIONWIDE FUND ADVISORS (formerly, Gartmore Mutual Fund Capital Trust)
(the "Investment Adviser") and NATIONWIDE VARIABLE INSURANCE TRUST (formerly,
Gartmore Variable Insurance Trust) (the "Trust"), a Delaware statutory trust, on
behalf of each of the funds listed on Exhibit A (each, a "Fund").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open end management company of the
series type, and each Fund is a separate series of the Trust; and
WHEREAS, the Trust and the Investment Adviser have entered into an
Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which the
Investment Adviser renders investment advisory services to each Fund for
compensation based on the value of the average daily net assets of that Fund;
and
WHEREAS, the Trust and the Investment Adviser have determined that it
is appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of the Fund at a level below the level to which that Fund
would otherwise be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1. APPLICABLE EXPENSE LIMIT. To the extent that the aggregate
expenses of every character incurred by a Fund or a class of a Fund in any
fiscal year, including but not limited to investment advisory fees of the
Investment Adviser (but excluding those expenses listed next to each Fund's name
on Exhibit A) ("Fund Operating Expenses"), exceed the Operating Expense Limit,
as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall
be the liability of the Investment Adviser.
1.2. OPERATING EXPENSE LIMIT. The Operating Expense Limit in any
year shall be a percentage of the average daily net assets of each class of the
Fund as described in Exhibit A, or such other rate as may be agreed to in
writing by the parties. The parties hereby agree that Operating Expense Limit
described in Exhibit A will not be increased before the date listed on Exhibit
A.
1.3. METHOD OF COMPUTATION. To determine the Investment Adviser's
liability with respect to the Excess Amount, each month the Fund Operating
Expenses shall be annualized as of the last day of the month for each class of a
Fund. If the annualized Fund Operating Expenses for any month exceed the
Operating Expense Limit of a Fund class, the Investment Adviser shall (i) waive
or reduce its advisory fee by an amount sufficient to reduce the annualized Fund
Operating Expenses to an amount which does not exceed the Operating Expense
Limit, and/or
(ii) remit to a Fund an amount that, together with the waived or reduced
advisory fee, is sufficient to satisfy such Excess Amount.
1.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day
of the first month of each fiscal year, an adjustment payment shall be made by
the appropriate party in order that the amount of the advisory fees waived or
reduced and other payments remitted by the Investment Adviser to a Fund with
respect to the previous fiscal year shall equal the Excess Amount.
2. REIMBURSEMENT OF FEE WAIVERS AND EXPENSE REIMBURSEMENTS.
2.1. REIMBURSEMENT. If in any fiscal year during which total Fund
assets are greater than $100 million and in which the Investment Advisory
Agreement is still in effect, the estimated aggregate Fund Operating Expenses
for the fiscal year are less than the Operating Expense Limit for that year,
subject to quarterly approval by the Trust's Board of Trustees as provided in
Section 2.2 below, the Investment Adviser shall be entitled to reimbursement by
a Fund, in whole or in part as provided below, of the advisory fees waived or
reduced and other payments remitted by the Investment Adviser to the Fund
pursuant to Section 1 hereof. The total amount of reimbursement to which the
Investment Adviser may be entitled (the "Reimbursement Amount") shall equal, at
any time, the sum of all advisory fees previously waived or reduced by the
Investment Adviser and all other payments remitted by the Investment Adviser to
a Fund, pursuant to Section 1 hereof, less any reimbursement previously paid by
such Fund to the Investment Adviser, pursuant to Sections 2.2 or 2.3 hereof,
with respect to such waivers, reductions, and payments; provided, however, that
no Reimbursement Amount shall be paid at a date more than three (3) years after
the fiscal year when the Investment Adviser waived investment advisory fees or
reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant
to Section 1. The Reimbursement Amount shall not include any additional charges
or fees whatsoever, including, e.g., interest accruable on the Reimbursement
Amount.
2.2. BOARD APPROVAL. No reimbursement shall be paid to the
Investment Adviser pursuant to this provision in any fiscal year, unless the
Trust's Board of Trustees has determined that the payment of such reimbursement
is appropriate in light of the terms of this Agreement. The Trust's Board of
Trustees shall determine quarterly in advance whether any portion of the
Reimbursement Amount may be paid to the Investment Adviser in such quarter.
2.3. METHOD OF COMPUTATION. To determine a Fund's payments, if any,
to reimburse the Investment Adviser for all or any portion of the Reimbursement
Amount, each month the Fund Operating Expenses for each Fund class shall be
annualized as of the last day of the month. If the annualized Fund Operating
Expenses for any month are less than the Operating Expense Limit, a Fund, only
with the prior approval of the Board, shall pay to the Investment Adviser an
amount sufficient to increase the annualized Fund Operating Expenses to an
amount no greater than the Operating Expense Limit, provided that such amount
paid to the Investment Adviser will not exceed the total Reimbursement Amount.
If the annualized Fund Operating Expenses for a Fund are greater than the
Operating Expense Limit for one or more months in a quarter and less than the
remaining month(s), the calculation described in this section will be made on a
monthly basis and the net amount of the monthly calculations will be presented
to the Board for approval.
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2.4. YEAR-END ADJUSTMENT. If necessary, on or before the last day
of the first month of each fiscal year, an adjustment payment shall be made by
the appropriate party in order that the actual Fund Operating Expenses for the
prior fiscal year (including any reimbursement payments hereunder with respect
to such fiscal year) do not exceed the Operating Expense Limit.
3. TERM AND TERMINATION OF AGREEMENT.
This Agreement shall initially continue in effect for the period listed
on Exhibit A for any Fund covered by the Agreement and from year to year
thereafter provided such continuance is specifically approved by a majority of
the Trustees of the Trust who (i) are not "interested persons" of the Trust or
any other party to this Agreement, as defined in the 1940 Act, and (ii) have no
direct or indirect financial interest in the operation of this Agreement
("Non-Interested Trustees"), provided however, that the reimbursements described
in Section 2 will not continue to accrue for more than three years after the
fiscal year when the Investment Adviser waived investment advisory fees or
reimbursed other expenses to a Fund for the corresponding Excess Amount pursuant
to Section 1. The parties hereby agree that the initial Operating Expense Limits
described herein shall remain in place until at least the date listed on Exhibit
A.
4. MISCELLANEOUS.
4.1. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. INTERPRETATION. Nothing herein contained shall be deemed to
require the Trust or a Fund to take any action contrary to the Trust's Agreement
and Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Fund.
4.3. DEFINITIONS. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
advisory fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Advisory Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Advisory Agreement or the 1940
Act.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed, as of the day and year first above written.
NATIONWIDE VARIABLE INSURANCE TRUST
By:____________________________________
Name:
Title:
NATIONWIDE FUND ADVISORS
By:____________________________________
Name:
Title:
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EXHIBIT A
TO THE EXPENSE LIMITATION AGREEMENT BETWEEN
NATIONWIDE VARIABLE INSURANCE TRUST
AND
NATIONWIDE FUND ADVISORS
Effective May 1, 2007*
EXPENSES EXCLUDED
FOR PURPOSES OF
"FUND OPERATING
EXPENSES" IN
NAME OF FUND EXPENSE LIMITATION FOR FUND SECTION 1.1
------------ --------------------------- -----------------
Nationwide NVIT U.S. Growth Leaders Fund Class I 1.15% See (1) Below
Class II 1.15%
Class III 1.15%
NVIT Nationwide Leaders Fund Class I 1.15% See (1) Below
Class II 1.15%
Class III 1.15%
Nationwide NVIT Global Technology and Class I 1.23% See (1) Below
Communications Fund Class II 1.23%
Class III 1.23%
Class VI 1.23%
Nationwide NVIT Money Class IV 0.50% See (2) Below
Market Fund
Nationwide NVIT Mid Cap Class IV 0.95% See (2) Below
Growth Fund
NVIT S&P 500 Index Fund Class I 0.23% See (1) Below
Class II 0.23%
Class IV 0.23%
Class ID 0.23%
EXPENSES EXCLUDED
FOR PURPOSES OF
"FUND OPERATING
EXPENSES" IN
NAME OF FUND EXPENSE LIMITATION FOR FUND SECTION 1.1
------------ --------------------------- -----------------
NVIT Small Cap Index Fund Class II 0.30% See (1) Below
Class VII 0.30%
Class ID 0.30%
Class II 4.00%**
Class VI 4.00%**
Class ID 4.00%**
NVIT Mid Cap Index Fund Class I 0.32% See (1) Below
Class II 0.32%
Class III 0.32%
Class ID 0.32%
NVIT International Index Fund Class II 0.37% See (1) Below
Class VI 0.37%
Class VII 0.37%
Class VIII 0.37%
Class ID 0.37%
Class VI 4.00%**
Class VII 4.00%**
Class ID 4.00%**
NVIT Bond Index Fund Class II 0.32% See (1) Below
Class VII 0.32%
Class ID 0.32%
Class II 4.00%**
Class VII 4.00%**
Class ID 4.00%**
Gartmore NVIT Developing Markets Fund Class I 1.40% See (1) Below
Class II 1.40%
Gartmore NVIT Emerging Markets Fund Class I 1.40% See (1) Below
Class II 1.40%
Class III 1.40%
Class VI 1.40%
Gartmore NVIT International Growth Fund Class I 1.25% See (1) Below
Class II 1.25%
Class III 1.25%
NVIT Enhanced Income Fund Class II 0.45% See (3) Below
Class VII 0.45%
Class ID 0.45%
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(1) Interest, taxes, brokerage commissions, Rule 12b-1 fees, fees paid pursuant
to an Administrative Services Plan, short sale dividend expenses, and other
expenditures which are capitalized in accordance with generally accepted
accounting principles and other extraordinary(1) expenses not incurred in
the ordinary course of the Fund's business.
(2) Interest, taxes, brokerage commissions, short sale dividend expenses, and
other expenditures which are capitalized in accordance with generally
accepted accounting principles and other extraordinary1 expenses not
incurred in the ordinary course of the Fund's business.
(3) Interest, taxes, brokerage commissions and other costs incurred in
connection with the purchase and sale of portfolio securities, 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, expenses incurred by the
Fund in connection with any merger or reorganization and other non-routine
expenses not incurred in the ordinary course of the Fund's business.
(1) non-routine
----------
* Effective May 1, 2007 until at least May 1, 2008, as approved at the
January 11, 2007 Board Meeting. These expense limitations may be revised to
decrease the limitations after the expiration of the agreed upon term, if
mutually agreed upon by the parties. They may also be revised to increase
the limitations at any time if mutually agreed upon by the parties.
** Effective until at least March 1, 2011.