Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28967 

Day Event 

25 .......................................................... If NRC staff finds no ‘‘need’’ for SUNSI or likelihood of standing, the deadline for petitioner/requester to 

file a motion seeking a ruling to reverse the NRC staff’s denial of access; NRC staff files copy of access determination with the presiding officer (or Chief Administrative Judge or other designated officer, as appropriate). If NRC staff finds ‘‘need’’ for SUNSI, the deadline for any party to the proceeding whose interest independent of the proceeding would be harmed by the release of the information to file a motion seeking a ruling to reverse the NRC staff’s grant of access. 

30 .......................................................... Deadline for NRC staff reply to motions to reverse NRC staff determination(s). 

40 .......................................................... (Receipt +30) If NRC staff finds standing and need for SUNSI, deadline for NRC staff to complete information processing and file motion for Protective Order and draft Non-Disclosure Affidavit. Deadline 

for applicant/licensee to file Non-Disclosure Agreement for SUNSI. 

A ........................................................... If access granted: Issuance of presiding officer or other designated officer decision on motion for protective order for access to sensitive information (including schedule for providing access and submission of contentions) or decision reversing a final adverse determination by the NRC staff. 

A+3 ....................................................... Deadline for filing executed Non-Disclosure Affidavits. Access provided to SUNSI consistent with decision issuing the protective order. 

A+28 ..................................................... Deadline for submission of contentions whose development depends upon access to SUNSI. However, 

if more than 25 days remain between the petitioner’s receipt of (or access to) the information and the 

deadline for filing all other contentions (as established in the notice of hearing or opportunity for hearing), the petitioner may file its SUNSI contentions by that later deadline. 

A+53 (Contention receipt +25) ............. Answers to contentions whose development depends upon access to SUNSI. 

A+60 (Answer receipt +7) .................... Petitioner/Intervenor reply to answers. 

B ........................................................... Decision on contention admission. 

[FR Doc. E9–14305 Filed 6–17–09; 8:45 am] 

BILLING CODE 7590–01–P 

NUCLEAR REGULATORY 

COMMISSION 

Advisory Committee on Reactor 

Safeguards (ACRS); Meeting of the 

Materials, Metallurgy, and Reactor 

Fuels Subcommittee; Notice of 

Meeting 

The ACRS Subcommittee on the 

Materials, Metallurgy and Reactor Fuels 

will hold a meeting on July 7, 2009, 

11545 Rockville Pike, Room T2–B3, 

Rockville, Maryland. 

The entire meeting will be open to 

public attendance. The agenda for the 

subject meeting shall be as follows: 

Tuesday, July 7, 2009—1:30 p.m.–5 p.m. 

The Subcommittee will discuss the 

technical approach and programmatic 

justification for the Materials and 

Metallurgy research projects, sponsored 

by the Office of Nuclear Regulatory 

Research. The Subcommittee will hear 

presentations by and hold discussions 

with representatives of the NRC staff 

and other interested persons regarding 

this matter. The Subcommittee will 

gather information, analyze relevant 

issues and facts, and formulate 

proposed positions and actions, as 

appropriate, for deliberation by the full 

Committee. 

Members of the public desiring to 

provide oral statements and/or written 

comments should notify the Designated 

Federal Official, Christopher Brown 

(Telephone: 301–415–7111) five days 

prior to the meeting, if possible, so that 

appropriate arrangements can be made. 

Electronic recordings will be permitted. 

Detailed procedures for the conduct of 

and participation in ACRS meetings 

were published in the Federal Register 

on October 6, 2008 (73 FR 58268– 

58269). 

Further information regarding this 

meeting can be obtained by contacting 

the Designated Federal Official between 

6:45 a.m. and 3:30 p.m. (ET). Persons 

planning to attend this meeting are 

urged to contact the above named 

individual at least two working days 

prior to the meeting to be advised of any 

potential changes to the agenda. 

Dated: June 12, 2009. 

Cayetano Santos, 

Chief, Reactor Safety Branch A, Advisory 

Committee on Reactor Safeguards. 

[FR Doc. E9–14304 Filed 6–17–09; 8:45 am] 

BILLING CODE 7590–01–P 

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. 

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 

28968 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

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 (202) 551–6795. 

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 (202) 551–8090. 

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 Funds—AIM V.I. Basic Value Fund: Series I Shares.NVIT—NVIT Multi-Manager Large Cap Value Fund: Class I. 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28969 

Ref. No. Existing funds Replacement funds 

2 ................ AIM Variable Insurance Funds—AIM V.I. Basic Value Fund: Series II Shares.NVIT—NVIT Multi-Manager Large Cap Value Fund: Class II. 

3 ................ AIM Variable Insurance Funds—AIM V.I. Large Cap Growth 

Fund: Series I Shares.

NVIT—NVIT Multi-Manager Large Cap Growth Fund: Class I. 

4 ................ American Century Variable Portfolios, Inc.—American Century 

VP Capital Appreciation Fund: Class I.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

5 ................ American Century Variable Portfolios, Inc.—American Century 

VP International Fund: Class I.

NVIT—NVIT Multi-Manager International Growth Fund: Class 

III. 

6 ................ American Century Variable Portfolios, Inc.—American Century 

VP International Fund: Class II.

NVIT—NVIT Multi-Manager International Growth Fund: Class 

VI. 

7 ................ American Century Variable Portfolios, Inc.—American Century 

VP International Fund: Class III.

NVIT—NVIT Multi-Manager International Growth Fund: Class 

III. 

8 ................ American Century Variable Portfolios, Inc.—American Century 

VP International Fund: Class IV.

NVIT—NVIT Multi-Manager International Growth Fund: Class 

VI. 

9 ................ American Century Variable Portfolios, Inc.—American Century 

VP Ultra Fund: Class I.

NVIT—NVIT Multi-Manager Large Cap Growth Fund: Class I. 

10 .............. American Century Variable Portfolios, Inc.—American Century 

VP Ultra Fund: Class II.

NVIT—NVIT Multi-Manager Large Cap Growth Fund: Class II. 

11 .............. American Century Variable Portfolios, Inc.—American Century 

VP Vista Fund: Class I.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

12 .............. American Century Variable Portfolios, Inc.—American Century 

VP Vista Fund: Class II.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

13 .............. American Century Variable Portfolios, Inc.—American Century 

VP Vista Fund: Class II.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class II. 

14 .............. Credit Suisse Trust—International Equity Flex I Portfolio (formerly, International Focus Portfolio).NVIT—Gartmore NVIT International Equity Fund: Class I. 

15 .............. Credit Suisse Trust—International Equity Flex I Portfolio (formerly, International Focus Portfolio).NVIT—Gartmore NVIT International Equity Fund: Class III. 

16 .............. Federated Insurance Series—Federated Quality Bond Fund II: 

Primary Shares.

NVIT—NVIT Core Bond Fund: Class I. 

17 .............. Federated Insurance Series—Federated Quality Bond Fund II: 

Service Shares.

NVIT—NVIT Core Bond Fund: Class II. 

18 .............. Franklin Templeton Variable Insurance Products Trust— 

Templeton Developing Markets Securities Fund: Class 3.

NVIT—Gartmore NVIT Emerging Markets Fund: Class III. 

19 .............. Franklin Templeton Variable Insurance Products Trust— 

Templeton Developing Markets Securities Fund: Class 3.

NVIT—Gartmore NVIT Emerging Markets Fund: Class VI. 

20 .............. Janus Aspen Series—INTECH Risk-Managed Core Portfolio: 

Service Shares.

NVIT—NVIT Nationwide Fund: Class I. 

21 .............. Janus Aspen Series—INTECH Risk-Managed Core Portfolio: 

Service Shares.

NVIT—NVIT Nationwide Fund: Class II. 

22 .............. Neuberger Berman Advisers Management Trust—AMT Growth 

Portfolio: I Class.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

23 .............. Neuberger Berman Advisers Management Trust—AMT Guardian Portfolio: I Class.NVIT—Neuberger Berman NVIT Multi Cap Opportunities Fund: 

Class I. 

24 .............. Neuberger Berman Advisers Management Trust—AMT International Portfolio: S Class.NVIT—Gartmore NVIT International Equity Fund: Class III. 

25 .............. Neuberger Berman Advisers Management Trust—AMT International Portfolio: S Class.NVIT—Gartmore NVIT International Equity Fund: Class VI. 

26 .............. Neuberger Berman Advisers Management Trust—AMT Mid-Cap 

Growth Portfolio: I Class.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

27 .............. Neuberger Berman Advisers Management Trust—AMT Mid-Cap 

Growth Portfolio: S Class.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

28 .............. Neuberger Berman Advisers Management Trust—AMT Mid-Cap 

Growth Portfolio: S Class.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class II. 

29 .............. Neuberger Berman Advisers Management Trust—AMT Partners 

Portfolio: I Class.

NVIT—Neuberger Berman NVIT Multi Cap Opportunities Fund: 

Class I. 

30 .............. Neuberger Berman Advisers Management Trust—AMT Regency Portfolio: S Class.NVIT—NVIT Multi-Manager Mid Cap Value Fund: Class II. 

31 .............. T. Rowe Price Equity Series, Inc.—T. Rowe Price Limited Term 

Bond Portfolio: Class II.

NVIT—NVIT Short Term Bond Fund: Class II. 

32 .............. The Universal Institutional Funds, Inc.—Mid Cap Growth Portfolio: Class I.NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

33 .............. The Universal Institutional Funds, Inc.—U.S. Real Estate Portfolio: Class I.NVIT—Van Kampen NVIT Real Estate Fund: Class I. 

34 .............. The Universal Institutional Funds, Inc.—U.S. Real Estate Portfolio: Class II.NVIT—Van Kampen NVIT Real Estate Fund: Class II. 

35 .............. Van Eck Worldwide Insurance Trust—Worldwide Emerging Markets Fund: Initial Class.NVIT—Gartmore NVIT Emerging Markets Fund: Class I. 

36 .............. Van Eck Worldwide Insurance Trust—Worldwide Emerging Markets Fund: Initial Class.NVIT—Gartmore NVIT Emerging Markets Fund: Class III. 

37 .............. Van Eck Worldwide Insurance Trust—Worldwide Emerging Markets Fund: Class R1.NVIT—Gartmore NVIT Emerging Markets Fund: Class III. 

38 .............. Wells Fargo Advantage Variable Trust—Wells Fargo Advantage 

VT Discovery Fund.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class I. 

28970 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

1Relating 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. 

Ref. No. Existing funds Replacement funds 

39 .............. Wells Fargo Advantage Variable Trust—Wells Fargo Advantage 

VT Discovery Fund.

NVIT—NVIT Multi-Manager Mid Cap Growth Fund: Class II. 

40 .............. Wells Fargo Advantage Variable Trust—Wells Fargo Advantage 

VT Opportunity Fund: Investor Class.

NVIT—NVIT Multi-Manager Mid Cap Value Fund: Class II. 

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 subadvised 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 ‘‘SubAdviser’’) 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 SubAdviser’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 SubAdviser or additional Sub-Adviser for 

each Fund; (ii) terminate any existing 

Sub-Adviser and/or replace the SubAdviser; (iii) enter into new SubAdvisory 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. 

If a new Sub-Adviser is retained for a 

Fund, Contract Owners would receive 

all information about the new SubAdviser 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 subadviser, 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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2One 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. 

3For 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). 

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 subaccount, 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 subaccount(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

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

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 


EN18JN09.021</GPH>
28988 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

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 RiskManaged 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 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28989 

4 1940 Act Rel. Nos. 4604 (May 20, 1966) 

(proposing release) and 4697 (Sept. 8, 1966) 

(adopting release). 

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 InKind 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 InKind 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. 

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– 

28990 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

5Through 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. 

7NVIT 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 

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 InKind 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 InKind 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 InKind 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. 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28991 

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. 

8Represents assets held by the fund or listed 

share class, as applicable. 

9Based 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. 

10Based 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. 

11Through 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%. 

13The 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. 

14NVIT 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. 

15Represents assets held by the fund or listed 

share class, as applicable. 

16Based 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. 

17The 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%. 

19NVIT 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, shortsale dividend expenses, other expenditures which 

are capitalized in accordance with generally 

accepted accounting principles and other nonroutine 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. basic value fund 

shares 

NVIT–NVIT multi-manager 

large cap value fund 

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. 

Existing fund Replacement fund 

AIM Variable Insurance Funds—AIM 

V.I. Large Cap Growth Fund: Series 

I Shares 

NVIT—NVIT Multi-Manager Large 

Cap 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% 

28992 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

Existing fund Replacement fund 

AIM Variable Insurance Funds—AIM 

V.I. Large Cap Growth Fund: Series 

I Shares 

NVIT—NVIT Multi-Manager Large 

Cap Growth Fund: Class I 

Total Gross Expenses ..................................................................... 1.10% 1.01% 

Waivers/Reimbursements ................................................................ 13 0.09% 14 0.11% 

Total Net Expenses ......................................................................... 1.01% 0.90% 

Fund/Class 15Asset Level ($MMs) (5/20/09) ................................... 16 $63.5 $0.6 

3. American Century Variable 

Portfolios, Inc.—American Century VP 

Capital Appreciation Fund: Class I 

Replaced by the NVIT—NVIT MultiManager 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 VP 

Capital Appreciation Fund: Class I 

NVIT—NVIT Multi-Manager Mid Cap 

Growth Fund: 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) (9/30/08) .................................. 21 $288.0 $87.7 

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 MultiManager International Growth Fund: 

Class III. American Century Variable 

Portfolios, Inc.—American Century VP 

International Fund: Class II will be 

replaced by NVIT—NVIT MultiManager International Growth Fund: 

Class VI. American Century Variable 

Portfolios, Inc.—American Century VP 

International Fund: Class III will be 

replaced by NVIT—NVIT MultiManager International Growth Fund: 

Class III. American Century Variable 

Portfolios, Inc.—American Century VP 

International Fund: Class IV will be 

replaced by NVIT—NVIT MultiManager 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 VP 

International Fund 

NVIT—NVIT Multi-Manager 

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 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28993 

20Represents assets held by the fund or listed 

share class, as applicable. 21Based 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. 22The 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%. 23The 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. 

25NVIT 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. 

26Represents assets held by the fund or listed 

share class, as applicable. 

27Based 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. 

28Based 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. 

29Based 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. 

30Based 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. 

31The 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. 

32The 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 

Continued 

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) 

AmericanCentury 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 MultiManager Large Cap Growth Fund: Class 

II. 

Existing fund Replacement fund 

American Century Variable 

Portfolios, Inc.—American Century VP Ultra Fund 

NVIT—NVIT Multi-Manager 

Large Cap Growth 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: 

28994 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

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%. 

35NVIT 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. 

36Represents assets held by the fund or listed 

share class, as applicable. 

37Based 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. 

38Based 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. 

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. 

40NVIT 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. 

41Represents assets held by the fund or listed 

share class, as applicable. 

42Based 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. 

43Based 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. 

44Management fees have been restated to reflect 

the elimination of a performance-based 

management fee and implementation of an assetbased management fee equal to the lowest possible 

management fee under the previous performancebased 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%. 

46NVIT 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. 

47Represents assets held by the fund or listed 

share class, as applicable. 

48Based 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 

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 MultiManager Mid Cap Growth Fund: Class I 

and NVIT—NVIT Multi-Manager Mid 

Cap Growth Fund: Class II. 

Existing fund Replacement fund 

American Century Variable 

Portfolios, Inc.—American 

Century VP Vista Fund 

NVIT—NVIT Multi-Manager 

Mid Cap Growth 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 

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 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28995 

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. 

49The 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. 

50The 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. 

53Although 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%. 

54NVIT 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 nonroutine expenses not incurred in the ordinary 

course of the Fund’s business. NVIT is authorized 

to reimburse NFA for management fees previously 

Continued 

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. 

Existing fund Replacement fund 

Credit Suisse Trust— 

International Equity Flex I Portfolio 

NVIT—Gartmore NVIT 

International Equity Fund 

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— 

Federated Quality Bond Fund II 

NVIT—NVIT Core 

Bond Fund 

Primary Service Class I Class II 

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: 

28996 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

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. 

55Represents assets held by the fund or listed 

share class, as applicable. 

56Based 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. 

57Based 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. 

58Management fees have been restated to reflect 

the elimination of a performance-based 

management fee and implementation of an assetbased management fee equal to the lowest possible 

management fee under the previous performancebased 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. 

59While 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. 

61The 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. 

62NVIT 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. 

63Represents assets held by the fund or listed 

share class, as applicable. 

64Based 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. 

65The ‘‘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. 

68Represents assets held by the fund or listed 

share class, as applicable. 

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. 

Existing fund Replacement fund 

Franklin Templeton Variable 

Insurance Products Trust— 

Templeton Developing Markets 

Securities Fund 

NVIT—Gartmore NVIT Emerging Markets Fund 

Class 3 

Class III Class VI 

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/Class63 Asset Level ($MMs) (5/20/09) ..................................................... 64 $42.3 $101.6 $44.8 

10. Janus Aspen Series—INTECH RiskManaged Core Portfolio Replaced by 

NVIT—NVIT Nationwide Fund 

(Substitution Table Reference Nos. 20 & 

21) 

Janus Aspen Series—INTECH RiskManaged 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. 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28997 

69Based 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. 

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%. 

71Neuberger 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. 

72NVIT 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. 

73Represents assets held by the fund or listed 

share class, as applicable. 

74Based 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. 

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%. 

76Neuberger Berman Management LLC (‘‘NBM’’) 

has contractually undertaken to limit the expenses 

of I Class shares through December 31, 2012 by 

Continued 

Existing fund Replacement fund 

Janus Aspen Series—INTECH RiskManaged Core Portfolio NVIT—NVIT Nationwide Fund 

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. 

Existing fund Replacement fund 

Neuberger Berman Advisers Management 

Trust—AMT Growth 

Portfolio: I Class 

NVIT—NVIT Multi-Manager Mid Cap Growth 

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. 

28998 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

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. 

77NVIT 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 nonroutine 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. 

78Represents assets held by the fund or listed 

share class, as applicable. 

79Based 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. 

80Management fees have been restated to reflect 

the elimination of a performance-based 

management fee and implementation of an assetbased management fee equal to the lowest possible 

management fee under the previous performancebased 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 

Existing fund Replacement fund 

Neuberger Berman Advisers Management 

Trust—AMT Guardian 

Portfolio: I Class 

NVIT—Neuberger Berman NVIT Multi Cap Opportunities Fund: 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 Management Trust—AMT International 

Portfolio 

NVIT—Gartmore NVIT 

International Equity 

Fund 

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 MultiManager Mid Cap Growth Fund: Class I. 

Neuberger Berman Advisers 

Management Trust—AMT Mid-Cap 

Growth Portfolio: S Class will be 

replaced by NVIT—NVIT MultiManager 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. 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 28999 

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. 

82Neuberger 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. 

83NVIT 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 nonroutine 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. 

84Represents assets held by the fund or listed 

share class, as applicable. 

85Based 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. 

86 ‘‘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. 

87Neuberger 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 the 

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. 

88Neuberger Berman Management Inc. (NBMI) 

has contractually undertaken to limit the expenses 

of S Class shares through December 31, 2012 by 

reimbursing the Fund for its total operating 

expenses, including compensation to NBMI, but 

excluding taxes, interest, extraordinary expenses, 

transaction costs and brokerage commissions, that 

exceed, in the aggregate, 1.25% per annum of the 

Class’s average daily net asset value. The Fund has 

in turn contractually undertaken to repay NBMI 

from S Class assets for the excess operating 

expenses borne by NBMI, so long as the Class’s 

annual operating expenses during that period 

(exclusive of taxes, interest, extraordinary expenses 

and brokerage commissions) does not exceed 1.25% 

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 NBMI 

incurred the expense. The figures in the table are 

based on last year’s expenses. 

89NVIT 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, shortsale dividend expenses, other expenditures which 

are capitalized in accordance with generally 

accepted accounting principles and other nonroutine 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. 

90Represents assets held by the fund or listed 

share class, as applicable. 

91Based on asset levels as of 3/31/09, 

approximately 22% of the Existing Fund’s I Class 

assets will be transferred to NVIT—NVIT MultiManager Mid Cap Growth Fund: Class I pursuant 

to the Substitution. This transfer represents 

approximately 20% of the Existing Fund’s total 

assets. 

92Based on asset levels as of 3/31/09, 

approximately 0.8% of the Existing Fund’s S Class 

assets will be transferred to NVIT—NVIT MultiManager Mid Cap Growth Fund: Class I, 

representing approximately 0.1% of the Existing 

Fund’s total assets, and approximately 11% of the 

Existing Fund’s S Class assets will be transferred to 

NVIT—NVIT Multi-Manager Mid Cap Growth 

Fund: Class II pursuant to the Substitution, 

representing approximately 1% of the Existing 

Fund’s total assets. 

93 ‘‘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 

Continued 

Existing fund Replacement fund 

Neuberger Berman Advisers 

Management Trust—AMT MidCap Growth Portfolio 

NVIT—NVIT Multi-Manager 

Mid Cap 

Growth Fund 

I Class S Class Class I Class II 

Management Fees ........................................................................................... 0.83% 0.83% 0.75% 0.75% 

12b–1 Fees ...................................................................................................... 0.00% 0.25% 0.00% 0.25% 

Other Expenses ............................................................................................... 0.09% 0.10% 86 0.22% 86 0.22% 

Total Gross Expenses ..................................................................................... 0.92% 1.18% 0.97% 1.22% 

Waivers/Reimbursements ................................................................................ 87 0.00% 88 0.00% 89 0.08% 89 0.08% 

Total Net Expenses ......................................................................................... 0.92% 1.18% 0.89% 1.14% 

Fund/Class 90 Asset Level ($MMs) (5/20/09) .................................................. 91 $331.0 92 $37.3 $87.7 $134.2 

15. Neuberger Berman Advisers 

Management Trust—AMT Partners 

Portfolio Replaced by NVIT— 

Neuberger Berman NVIT Multi Cap 

Opportunities Fund (Substitution Table 

Reference No. 29) 

Neuberger Berman Advisers 

Management Trust—AMT Partners 

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 Partners Portfolio: I Class and 

NVIT—Neuberger Berman NVIT Multi 

Cap Opportunities Fund: Class I. 

29000 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

full amount of administrative services fees were 

charged, total operating expenses (after fee waivers/ 

expense reimbursements) would be 1.00%. 94Neuberger 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. 

95NVIT and NFA have entered into a written 

contract limiting operating expenses to 0.75% 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. 

96Represents assets held by the fund or listed 

share class, as applicable. 

97Based on asset levels as of 3/31/09, 

approximately 50% of the Existing Fund’s assets 

will be transferred to the Replacement Fund 

pursuant to the Substitution. 

98 ‘‘Other Expenses’’ include administrative 

services fees which currently are 0.01%, 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 1.31%. 

99Neuberger Berman Management LLC (‘‘NBM’’) 

has contractually agreed to reimburse certain 

expenses of the Fund through 12/31/2019, so that 

the total annual operating expenses are limited to 

1.25% of the Fund’s average daily net asset value. 

This arrangement does not cover interest, taxes, 

brokerage commissions, and extraordinary 

expenses; consequently, net expenses may exceed 

the contractual expense limitation. The Fund has 

agreed to repay NBM for expenses reimbursed to 

the Fund provided that repayment does not cause 

the Fund’s annual operating expenses to exceed its 

expense limitation. Any such repayment must be 

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. 

100NVIT and NFA have entered into a written 

contract limiting operating expenses to 0.81% until 

at least May 1, 2010. This limit excludes certain 

Fund expenses, including interest, taxes, brokerage 

commissions, Rule 12b–1 fees, short-sale dividend 

expenses, fees paid pursuant to an Administrative 

Services Plan, 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. 

101Represents assets held by the fund or listed 

share class, as applicable. 

102Based on asset levels as of 3/31/09, 

approximately 7% of the Existing Fund’s S Class 

assets will be transferred to the Replacement Fund 

pursuant to the Substitution. This transfer 

represents approximately 7% of the Existing Fund’s 

total assets. 

Existing fund Replacement fund 

Neuberger Berman Advisers Management 

Trust—AMT Partners 

Portfolio: I Class 

NVIT—Neuberger Berman NVIT Multi Cap Opportunities Fund: Class I 

Management Fees ................................................................................................................... 0.84% 0.60% 

12b–1 Fees .............................................................................................................................. 0.00% 0.00% 

Other Expenses ....................................................................................................................... 0.11% 93 1.50% 

Total Gross Expenses ............................................................................................................. 0.95% 2.10% 

Waivers/Reimbursements ........................................................................................................ 94 0.00% 95 1.20% 

Total Net Expenses ................................................................................................................. 0.95% 0.90% 

Fund/Class 96 Asset Level ($MMs) (5/20/09) .......................................................................... 97 $236.1 $2.9 

16. Neuberger Berman Advisers 

Management Trust—AMT Regency 

Portfolio Replaced by NVIT—NVIT 

Multi-Manager Mid Cap Value Fund 

(Substitution Table Reference No. 30) 

Neuberger Berman Advisers 

Management Trust—AMT Regency 

Portfolio: S Class will be replaced by 

NVIT—NVIT Multi-Manager Mid Cap 

Value 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 Neuberger Berman Advisers 

Management Trust—AMT Regency 

Portfolio: S Class and NVIT—NVIT 

Multi-Manager Mid Cap Value Fund: 

Class II. 

Existing fund Replacement fund 

Neuberger Berman Advisers Management 

Trust—AMT Regency 

Portfolio: S Class 

NVIT—NVIT Multi-Manager Mid Cap Value 

Fund: Class II 

Management Fees ................................................................................................................... 0.85% 0.75% 

12b–1 Fees .............................................................................................................................. 0.25% 0.25% 

Other Expenses ....................................................................................................................... 0.13% 98 0.13% 

Total Gross Expenses ............................................................................................................. 1.23% 1.13% 

Waivers/Reimbursements ........................................................................................................ 99 0.00% 100 0.06% 

Total Net Expenses ................................................................................................................. 1.23% 1.07% 

Fund/Class 101 Asset Level ($MMs) (5/20/09) ......................................................................... 102 $149.7 $124.9 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29001 

103 ‘‘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%. 

104NVIT and NFA have entered into a written 

contract limiting operating expenses to 0.50% 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 nonroutine 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. 

105Represents assets held by the fund or listed 

share class, as applicable. 

106Based on asset levels as of 3/31/09, 

approximately 96% of the Existing Fund’s Class II 

assets will be transferred to the Replacement Fund 

pursuant to the Substitution. This comprised 

approximately 31% of the Existing Fund’s total 

assets. 

107The Adviser is entitled to receive an advisory 

fee at an annual percentage of the Portfolio’s 

average daily net assets as set forth in the table 

below: 

First $500 million—0.75% 

From $500 million to $1 billion—0.70% 

More than $1 billion—0.65% 

108 ‘‘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%. 

109The Adviser has voluntarily agreed to reduce 

its advisory fee and/or reimburse the Portfolio so 

that Total Annual Portfolio Operating Expenses, 

excluding certain investment related expenses 

described below, will not exceed 1.05%. In 

determining the actual amount of voluntary 

advisory fee waivers and/or expense 

reimbursements for the Portfolio, if any, certain 

investment related expenses, such as foreign 

country tax expense and interest expense on 

amounts borrowed, are excluded from Total Annual 

Portfolio Operating Expenses. If these expenses 

were included, the Total Annual Portfolio 

Operating Expenses after voluntary fee waivers and/ 

or expense reimbursements could exceed the 

expense ratio shown. For the fiscal year ended 

December 31, 2008, after giving effect to the 

Adviser’s voluntary advisory fee waivers and/or 

expense reimbursements, the Total Annual 

Portfolio Operating Expenses incurred by investors 

were 1.05%. Fee waivers and/or expense 

reimbursements are voluntary and the Adviser 

reserves the right to terminate any waivers and/or 

reimbursements at any time and without notice. 

110NVIT 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, shortsale dividend expenses, other expenditures which 

are capitalized in accordance with generally 

accepted accounting principles and other nonroutine 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 the 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. 

111Represents assets held by the fund or listed 

share class, as applicable. 

112Based 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 

pursuant to the Substitution. This comprises 

approximately 7% of the Existing Fund’s total 

assets. 

17. T. Rowe Price Equity Series, Inc.— 

T. Rowe Price Limited Term Bond 

Portfolio Replaced by NVIT—NVIT 

Short Term Bond Fund (Substitution 

Table Reference No. 31) 

T. Rowe Price Equity Series, Inc.—T. 

Rowe Price Limited Term Bond 

Portfolio: Class II will be replaced by 

NVIT—NVIT Short Term 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 T. Rowe 

Price Equity Series, Inc.—T. Rowe Price 

Limited Term Bond Portfolio: Class II 

and NVIT—NVIT Short Term Bond 

Fund: Class II. 

Existing fund Replacement fund 

T. Rowe Price Equity 

Series, Inc.—T. Rowe 

Price Limited Term Bond 

Portfolio: Class II 

NVIT—NVIT Short Term 

Bond Fund: Class II 

Management Fees ................................................................................................................... 0.70% 0.35% 

12b–1 Fees .............................................................................................................................. 0.25% 0.25% 

Other Expenses ....................................................................................................................... 0.00% 103 0.32% 

Total Gross Expenses ............................................................................................................. 0.95% 0.92% 

Waivers/Reimbursements ........................................................................................................ 0.00% 104 0.02% 

Total Net Expenses ................................................................................................................. 0.95% 0.90% 

Fund/Class 105 Asset Level ($MMs) (4/30/09) ......................................................................... 106 $73.5 $34.6 

18. The Universal Institutional Funds, 

Inc.—Mid Cap Growth Portfolio 

Replaced by NVIT—NVIT MultiManager Mid Cap Growth Fund 

(Substitution Table Reference No. 32) 

The Universal Institutional Funds, 

Inc.—Mid Cap Growth Portfolio: Class I 

will be replaced by NVIT—NVIT MultiManager 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 The 

Universal Institutional Funds, Inc.— 

Mid Cap Growth Portfolio: Class I and 

NVIT—NVIT Multi-Manager Mid Cap 

Growth Fund: Class I. 

Existing fund Replacement fund 

The Universal Institutional Funds, Inc.—Mid 

Cap Growth Portfolio: 

Class I 

NVIT—NVIT Multi-Manager Mid Cap Growth 

Fund: Class I 

Management Fees ................................................................................................................... 107 0.75% 0.75% 

12b–1 Fees .............................................................................................................................. 0.00% 0.00% 

29002 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

113The Adviser is entitled to receive an advisory 

fee at an annual percentage of the Portfolio’s 

average daily net assets as set forth as follows: First 

$500 million 0.80%; from $500 million to $1 billion 

0.75%; more than $1 billion 0.70%. 

114 ‘‘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 1.10% 

and 1.35%, respectively. 

115NVIT and NFA have entered into a written 

contract limiting operating expenses to 0.85% 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. 

116Represents assets held by the fund or listed 

share class. 

117Based on asset levels as of 3/31/09, 

approximately 35% of the Existing Fund’s Class I 

assets will be transferred to NVIT—Van Kampen 

NVIT Real Estate Fund: Class I pursuant to the 

Substitution. This comprises approximately 21% of 

the Existing Fund’s total assets. 

118Based on asset levels as of 3/31/09, 

approximately 13% of the Existing Fund’s Class II 

assets will be transferred to NVIT—Van Kampen 

NVIT Real Estate Fund: Class II pursuant to the 

Substitution. This comprises approximately 5% of 

the Existing Fund’s total assets. 

Existing fund Replacement fund 

The Universal Institutional Funds, Inc.—Mid 

Cap Growth Portfolio: 

Class I 

NVIT—NVIT Multi-Manager Mid Cap Growth 

Fund: Class I 

Other Expenses ....................................................................................................................... 0.31% 108 0.22% 

Total Gross Expenses ............................................................................................................. 1.06% 0.97% 

Waivers/Reimbursements ........................................................................................................ 109 0.00% 110 0.08% 

Total Net Expenses ................................................................................................................. 1.06% 0.89% 

Fund/Class 111 Asset Level ($MMs) (5/20/09) ......................................................................... 112 $56.4 $87.7 

19. The Universal Institutional Funds, 

Inc.—U.S. Real Estate Portfolio 

Replaced by NVIT—Van Kampen NVIT 

Real Estate Fund (Substitution Table 

Reference Nos. 33 & 34) 

The Universal Institutional Funds, 

Inc.—U.S. Real Estate Portfolio: Class I 

will be replaced by NVIT—Van Kampen 

NVIT Real Estate Fund: Class I. The 

Universal Institutional Funds, Inc.— 

U.S. Real Estate Portfolio: Class II will 

be replaced by NVIT—Van Kampen 

NVIT Real Estate 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 

Universal Institutional Funds, Inc.— 

U.S. Real Estate Portfolio: Class I, The 

Universal Institutional Funds, Inc.— 

U.S. Real Estate Portfolio: Class II, 

NVIT—Van Kampen NVIT Real Estate 

Fund: Class I and NVIT—Van Kampen 

NVIT Real Estate Fund: Class II. 

Existing fund Replacement fund 

The Universal Institutional 

Funds, Inc.—U.S. Real Estate 

Portfolio 

NVIT—Van Kampen NVIT 

Real Estate Fund 

Class I Class II Class I Class II 

Management Fees ........................................................................................... 113 0.77% 113 0.77% 0.70% 0.70% 

12b–1 Fees ...................................................................................................... 0.00% 0.35% 0.00% 0.25% 

Other Expenses ............................................................................................... 0.30% 0.30% 114 0.74% 114 0.74% 

Total Gross Expenses ..................................................................................... 1.07% 1.42% 1.44% 1.69% 

Waivers/Reimbursements ................................................................................ 0.00% 0.00% 115 0.44% 115 0.44% 

Total Net Expenses ......................................................................................... 1.07% 1.42% 1.00% 1.25% 

Fund/Class 116 Asset Level ($MMs) (5/20/09) ................................................. 117 $340.9 118 $219.3 $3.8 $2.8 

20. Van Eck Worldwide Insurance 

Trust—Worldwide Emerging Markets 

Fund Replaced by NVIT—Gartmore 

NVIT Emerging Markets Fund 

(Substitution Table Reference Nos. 35, 

36, & 37) 

Van Eck Worldwide Insurance 

Trust—Worldwide Emerging Markets 

Fund: Initial Class will be replaced by 

NVIT—Gartmore NVIT Emerging 

Markets Fund: Class I or Class III, 

depending on the contract involved in 

the Substitution. Van Eck Worldwide 

Insurance Trust—Worldwide Emerging 

Markets Fund: Class R1 will be replaced 

by NVIT—Gartmore NVIT Emerging 

Markets Fund: Class III. 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 Van Eck Worldwide Insurance 

Trust—Worldwide Emerging Markets 

Fund: Initial Class, Van Eck Worldwide 

Insurance Trust—Worldwide Emerging 

Markets Fund: Class R1, NVIT— 

Gartmore NVIT Emerging Markets Fund: 

Class I and NVIT—Gartmore NVIT 

Emerging Markets Fund: Class III. 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29003 

119Management fees have been restated to reflect 

the elimination of a performance-based 

management fee and implementation of an assetbased management fee equal to the lowest possible 

management fee under the previous performancebased 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. 

120 ‘‘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 1.33%. 

121 ‘‘Other Expenses’’ include administrative 

services fees which currently are 0.16%, 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%. 

122For the period May 1, 2009 through April 30, 

2010, the Adviser contractually agreed to waive fees 

and reimburse certain operating expenses 

(excluding interest, dividends paid on securities 

sold short, trading expenses, taxes and 

extraordinary expenses) to the extent Total Annual 

Fund Operating Expenses exceed 1.50% of average 

daily net assets. 

123NVIT 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. 124Represents assets held by the fund or listed 

share class, as applicable. 125Based on asset levels as of 3/31/09, 

approximately 0.3% of the Existing Fund’s Initial 

Class assets will be transferred to NVIT—Gartmore 

NVIT Emerging Markets Fund: Class I, representing 

approximately 0.3% of the Existing Fund’s total 

assets, and approximately 25% of the Existing 

Fund’s assets will be transferred to NVIT— 

Gartmore NVIT Emerging Markets Fund: Class III, 

representing approximately 25% of the Existing 

Fund’s total assets, pursuant to the Substitution. 

126Based on asset levels as of 3/31/09, 

approximately 42% of the Existing Fund’s Class R1 

assets will be transferred to NVIT—Gartmore NVIT 

Emerging Markets Fund: Class III pursuant to the 

Substitution. This comprises approximately 10% of 

the Existing Fund’s total assets. 

127The following advisory fee schedule is 

charged to the Fund as a percentage of the Fund’s 

average daily net assets: 0.75% for the first $500 

million; 0.70% for the next $500 million; 0.65% for 

the next $2 billion; 0.625% for the next $2 billion; 

and 0.60% for assets over $5 billion. 

128 ‘‘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. 

129The adviser has committed through April 30, 

2010 to waive fees and/or reimburse expenses to the 

extent necessary to maintain the Fund’s net 

operating expenses, excluding brokerage 

commissions, interest, taxes, extraordinary 

expenses and the expenses of any money market 

fund or other fund held by the Fund, do not exceed 

the net operating expense ratio of 1.15%.The 

committed net operating expense ratio may be 

increased only with approval of the Board of 

Trustees. 

130NVIT 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. 

131Represents assets held by the fund or listed 

share class, as applicable. 

132Based on asset levels as of 3/31/09, 

approximately 29% of the Existing Fund’s assets 

will be transferred to NVIT—NVIT Multi-Manager 

Mid Cap Growth Fund: Class I and approximately 

0.02% of the Existing Fund’s assets will be 

transferred to NVIT—NVIT Multi-Manager Mid Cap 

Growth Fund: Class II pursuant to the Substitution. 

Existing fund Replacement fund 

Van Eck Worldwide Insurance 

Trust—Worldwide Emerging 

Markets Fund 

NVIT—Gartmore NVIT Emerging Markets Fund 

Initial Class Class R1 Class I Class III 

Management Fees ........................................................................................... 1.00% 1.00% 119 0.95% 119 0.95% 

12b–1 Fees ...................................................................................................... 0.00% 0.00% 0.00% 0.00% 

Other Expenses ............................................................................................... 0.29% 0.29% 120 0.28% 121 0.29% 

Total Gross Expenses ..................................................................................... 1.29% 1.29% 1.23% 1.24% 

Waivers/Reimbursements ................................................................................ 122 0.00% 122 0.00% 123 0.00% 123 0.00% 

Total Net Expenses ......................................................................................... 1.29% 1.29% 1.23% 1.24% 

Fund/Class124 Asset Level ($MMs) (5/20/09) ................................................. 125 $118.3 126 $37.1 $36.0 $101.6 

21. Wells Fargo Advantage Variable 

Trust—Wells Fargo Advantage VT 

Discovery Fund Replaced by NVIT— 

NVIT Multi-Manager Mid Cap Growth 

Fund (Substitution Table Reference 

Nos. 38 & 39) 

Wells Fargo Advantage Variable 

Trust—Wells Fargo Advantage VT 

Discovery Fund 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 Wells 

Fargo Advantage Variable Trust—Wells 

Fargo Advantage VT Discovery Fund, 

NVIT—NVIT Multi-Manager Mid Cap 

Growth Fund: Class I and NVIT—NVIT 

Multi-Manager Mid Cap Growth Fund: 

Class II. 

29004 Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 

133The following advisory fee schedule is 

charged to the Fund as a percentage of the Fund’s 

average daily net assets: 

0.75% for the first $500 million; 

0.70% for the next $500 million; 

0.65% for the next $2 billion; 

0.625% for the next $2 billion; and 

0.60% for assets over $5 billion. 

134 ‘‘Other Expenses’’ include administrative 

services fees which currently are 0.01%, 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 1.31%. 

135The adviser has committed through April 30, 

2010, to waive fees and/or reimburse expenses to 

the extent necessary to ensure that the Fund’s net 

operating expenses, excluding brokerage 

commissions, interest, taxes, extraordinary 

expenses and the expenses of any money market 

fund or other fund held by the Fund, do not exceed 

the net operating expense ratio of 1.07%.The 

committed net operating expense ratio may be 

increased only with approval of the Board of 

Trustees. 

136NVIT and NFA have entered into a written 

contract limiting operating expenses to 0.81% 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, short-sale dividend expenses, fees paid 

pursuant to an Administrative Services Plan, 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. 

137Represents assets held by the fund or listed 

share class, as applicable. 

138Based on asset levels as of 3/31/09, 

approximately 53% of the Existing Fund’s assets 

will be transferred to the Replacement Fund 

pursuant to the Substitution. 

Existing fund Replacement fund 

Wells Fargo Advantage Variable 

Trust—Wells Fargo Advantage VT 

Discovery Fund 

NVIT—NVIT Multi-Manager 

Mid Cap Growth Fund 

Class I Class II 

Management Fees ................................................................................... 127 0.76% 0.75% 0.75% 

12b–1 Fees .............................................................................................. 0.25% 0.00% 0.25% 

Other Expenses ....................................................................................... 0.27% 128 0.22% 128 0.22% 

Total Gross Expenses ............................................................................. 1.28% 0.97% 1.22% 

Waivers/Reimbursements ........................................................................ 129 0.12% 130 0.08% 130 0.08% 

Total Net Expenses ................................................................................. 1.16% 0.89% 1.14% 

Fund/Class131 Asset Level ($MMs) (5/20/09) ......................................... 132 $112.7 $87.7 $134.2 

22. Wells Fargo Advantage Variable 

Trust—Wells Fargo Advantage VT 

Opportunity Fund Replaced by NVIT— 

NVIT Multi-Manager Mid Cap Value 

Fund (Substitution Table Reference No. 

40) 

Wells Fargo Advantage Variable 

Trust—Wells Fargo Advantage VT 

Opportunity Fund: Investor Class will 

be replaced by NVIT—NVIT MultiManager Mid Cap Value 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 Wells 

Fargo Advantage Variable Trust—Wells 

Fargo Advantage VT Opportunity Fund: 

Investor Class and NVIT—NVIT MultiManager Mid Cap Value Fund: Class II. 

Existing fund Replacement fund 

Wells Fargo Advantage 

Variable Trust—Wells 

Fargo Advantage VT 

Opportunity Fund: Investor Class 

NVIT—NVIT Multi-Manager Mid Cap Value 

Fund: Class II 

Management Fees ................................................................................................................... 133 0.76% 0.75% 

12b–1 Fees .............................................................................................................................. 0.25% 0.25% 

Other Expenses ....................................................................................................................... 0.22% 134 0.13% 

Total Gross Expenses ............................................................................................................. 1.23% 1.13% 

Waivers/Reimbursements ........................................................................................................ 135 0.14% 136 0.06% 

Total Net Expenses ................................................................................................................. 1.09% 1.07% 

Fund/Class 137 Asset Level ($MMs) (5/20/09) ......................................................................... 138 $404.3 $124.9 

Federal Register / Vol. 74, No. 116 / Thursday, June 18, 2009 / Notices 29005 

[FR Doc. E9–14288 Filed 6–17–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–60108; File No. PCAOB– 

2008–05] 

Public Company Accounting Oversight 

Board; Notice of Filing of Proposed 

Rules on Succeeding to the 

Registration Status of a Predecessor 

Firm 

June 12, 2009. 

Pursuant to Section 107(b) of the 

Sarbanes-Oxley Act of 2002 (the ‘‘Act’’), 

notice is hereby given that on August 4, 

2008, the Public Company Accounting 

Oversight Board (the ‘‘Board’’ or the 

‘‘PCAOB’’) filed with the Securities and 

Exchange Commission (the 

‘‘Commission’’ or ‘‘SEC’’) the proposed 

rules described in Items I and II below, 

which items have been prepared by the 

Board. The Commission is publishing 

this notice to solicit comments on the 

proposed rules from interested persons. 

I. Board’s Statement of the Terms of 

Substance of the Proposed Rules 

On July 29, 2008, the Board adopted 

rules and a form related to succeeding 

to the registration status of a 

predecessor firm. New PCAOB Rules 

2108–2109 and the instructions to a new 

form, Form 4, are set out below. 

Section 2. Registration and Reporting 

Part 1—Registration of Public 

Accounting Firms 

* * * * * 

2108. Succeeding to the Registration 

Status of a Predecessor 

(a) In the event that a registered 

public accounting firm changes its form 

of organization or changes the 

jurisdiction under the law of which it is 

organized, in circumstances that do not 

involve an acquisition or combination 

as described in paragraph (b) of this 

Rule, the entity in its new form shall 

succeed to the registration status of the 

predecessor if the new entity is a public 

accounting firm and files a Form 4 in 

accordance with Rule 2109. 

(b) In the event that a registered 

public accounting firm is acquired by an 

entity that is not a registered public 

accounting firm, or combines with any 

other entity or entities to form a new 

legal entity— 

(1) If the acquiring entity or the new 

entity is a public accounting firm that 

files a Form 4 in accordance with Rule 

2109, and the answer provided to each 

subpart of Item 3.2.e of that Form 4 is 

‘‘no,’’ that entity shall succeed to the 

registration status of the registered firm; 

(2) If the acquiring entity or the new 

entity is a public accounting firm that 

files a Form 4 in accordance with Rule 

2109, and the answer provided to any 

subpart of Item 3.2.e of that Form 4 is 

other than ‘‘no,’’ that entity shall not 

succeed to the registration status of the 

registered firm; provided, however, that 

if that entity represents on Form 4 that 

it has filed, or that it intends to file 

within 45 days of the effective date of 

the acquisition or combination, an 

application for registration on Form 1, 

then— 

(i) Subject to the qualifications in 

subparagraphs (ii), (iii), and (iv), that 

entity shall temporarily succeed to the 

registration status of the registered firm 

for a transitional period, but that 

registration will cease to be effective on 

the earlier of the date that the entity’s 

application on Form 1 is approved or 

the date that is 91 days after the 

effective date of the acquisition or 

combination as reported on Form 4; 

(ii) Subject to the qualifications in 

subparagraphs (iii) and (iv), if the 

acquisition or combination took effect 

before the effective date of this rule, that 

entity shall temporarily succeed to the 

registration status of the registered firm 

for a transitional period, but that 

registration will cease to be effective on 

the earlier of the date that the entity’s 

application on Form 1 is approved or 

the date that is 91 days after the 

effective date of this rule; 

(iii) if the Board requests additional 

information from the entity pursuant to 

Rule 2106(c) with less than 60 days 

remaining in the original transitional 

period, the entity’s temporary 

succession to registration status shall 

continue to the date that is 60 days after 

the date of the Board’s request; and 

(iv) If, after the original transition 

period has been extended pursuant to 

subparagraph (iii), the Board makes any 

further requests for additional 

information from the entity pursuant to 

Rule 2106(c), the Board may in its 

discretion extend the temporary 

succession to registration status for such 

finite period as the Board shall specify. 

(c) Subject to paragraph (d) of this 

rule, a public accounting firm that 

results from events described in 

paragraphs (a) or (b) of this rule shall 

not, in the absence of compliance with 

the provisions of Rule 2109, succeed to 

the registration status of a predecessor 

registered public accounting firm. 

(d) Notwithstanding paragraph (c) of 

this rule, if a public accounting firm’s 

failure to comply with the provisions of 

Rule 2109 is solely a failure concerning 

the timeliness of the submission, the 

firm may request leave to file Form 4 

out of time by indicating and supporting 

that request in accordance with the 

instructions to the form. The Board will 

evaluate any such request in light of the 

relevant facts and circumstances and the 

public interest and may, in its 

discretion, grant or deny the request. If 

the Board grants leave to file the form 

out of time, the Form 4 shall be deemed 

filed and the provisions of paragraphs 

(a) and (b) shall apply as if the Form 4 

had been timely filed. A Form 4 that has 

been submitted out of time may be 

withdrawn by the firm at any time 

before the Board has approved or 

disapproved the request for leave to file 

out of time. 

2109. Procedure for Succeeding to the 

Registration Status of a Predecessor 

(a) A public accounting firm seeking 

to succeed to the registration status of a 

predecessor registered public 

accounting firm pursuant to the 

provisions of Rule 2108 must do so by 

filing a Form 4— 

(1) No later than the 14th day after the 

change or business combination takes 

effect, if the change or business 

combination takes effect on or after 

[insert effective date of this rule]; or 

(2) No later than [insert date 14 days 

after effective date of this rule], if the 

change or business combination took 

effect before [insert effective date of this 

rule]. 

(b) A public accounting firm filing a 

Form 4 must do so by filing the Form 

4 in accordance with the instructions to 

that form. Unless directed otherwise by 

the Board, a public accounting firm 

filing a Form 4 must file the Form 4 and 

exhibits thereto electronically with the 

Board through the Board’s Web-based 

system. 

(c) A Form 4 shall be deemed to be 

filed on the date that the public 

accounting firm submits a Form 4 in 

accordance with Rule 2109(b) that 

includes the signed certification 

required in Part V of Form 4, provided, 

however, that any report so submitted 

after the applicable deadline as 

prescribed in paragraph (a) of this rule, 

shall not be deemed filed unless and 

until the Board, pursuant to Rule 

2108(d), grants leave to file the Form 4 

out of time. 

(d) The provisions of Rule 2204 

concerning signatures, shall apply to 

each signature required by Form 4 as if 

it were a signature to a report on Form 

3. Rule 2205 concerning amendments, 

and Rule 2207 concerning assertions of 

conflicts with non-U.S. laws, shall 

apply to any submission on Form 4 as 

if the submission were a report on Form.