0000950123-10-086013 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT is made and entered into effective the 25th day of June, 2010, by and among NATIONWIDE VARIABLE INSURANCE TRUST (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the “Adviser”) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and THE BOSTON COMPANY ASSET MANAGEMENT, LLC, a limited liability company organized under the laws of the Commonwealth of Massachusetts (the “Subadviser”), and also registered under the Advisers Act.

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SUBADVISORY AGREEMENT
Subadvisory Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT is made and entered into effective the __ day of ___, 2010, by and among NATIONWIDE VARIABLE INSURANCE TRUST (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the “Adviser”) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and DIAMOND HILL CAPITAL MANAGEMENT, INC., a corporation organized under the laws of the State of Ohio (the “Subadviser”), and also registered under the Advisers Act.

JOINT FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
Joint Fund Administration and Transfer Agency Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust

This Joint Fund Administration and Transfer Agency Agreement (the “Agreement”) made as of May 1, 2010 by and among Nationwide Variable Insurance Trust (“NVIT”), a Delaware statutory trust, Nationwide Mutual Funds (“NMF”), also a Delaware statutory trust, and Nationwide Fund Management LLC (“NFM”), a Delaware limited liability company.

AMENDED SUBADVISORY AGREEMENT
Amended Subadvisory Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT is made and entered into as of the 1st day of May, 2007, as amended June 16, 2010, by and among NATIONWIDE VARIABLE INSURANCE TRUST (formerly Gartmore Variable Insurance Trust) (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (formerly Gartmore Mutual Fund Capital Trust) (the “Adviser”), a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a limited liability company under the laws of the State of Delaware (the “Subadviser”), and also registered under the Advisers Act.

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT is made and entered into effective the 16th day of June, 2010, by and among NATIONWIDE VARIABLE INSURANCE TRUST (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the “Adviser”) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and LOGAN CIRCLE PARTNERS, L.P., a limited partnership organized under the laws of the Commonwealth of Pennsylvania (the “Subadviser”), and also registered under the Advisers Act.

FEE WAIVER AGREEMENT NVIT GROWTH FUND
Fee Waiver Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of _________, 2010, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the NVIT Growth Fund (the “Growth Fund”).

Nationwide Fund Distributors LLC 1000 Continental Drive, Suite 400 King of Prussia, PA 19406
Nationwide Variable Insurance Trust • September 14th, 2010

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Nationwide Fund Distributors LLC (the “Distributor”) agrees that, with respect to the Neuberger Berman NVIT Socially Responsible Fund (the “Fund”), a series of Nationwide Variable Insurance Trust, the Distributor shall waive a portion of the Rule 12b-1 fee for the Class II Shares of the Fund in an amount equal to 0.16% for the period from the date of this Agreement through April 30, 2011. The Distributor acknowledges that it shall not be entitled to collect on, or make a claim for, waived fees at any time in the future.

Nationwide Fund Distributors LLC 1000 Continental Drive, Suite 400 King of Prussia, PA 19406
Nationwide Variable Insurance Trust • September 14th, 2010

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Nationwide Fund Distributors LLC (the “Distributor”) agrees that, with respect to the American Century NVIT Multi Cap Value Fund (the “Fund”), a series of Nationwide Variable Insurance Trust, the Distributor shall waive a portion of the Rule 12b-1 fees for the Class II shares of the Fund in an amount equal to 0.08%, for the period from the date of this Agreement through the date that is two years following the date on which the Fund receives assets in connection with a substitution conducted by Nationwide Life Insurance Company and/or Nationwide Life and Annuity Insurance Company pursuant to an Order of Substitution issued by the Securities and Exchange Commission [Investment Company Act Rel. No. _______, ____, 2010], or April 30, 2011 if no such substitution occurs. The Distributor acknowledges that it shall not be entitled to collect on, or make a claim for, waived fees at any time in t

FEE WAIVER AGREEMENT NATIONWIDE VARIABLE INSURANCE TRUST
Fee Waiver Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust

FEE WAIVER AGREEMENT, effective as of May 1, 2010, by and between NATIONWIDE FUND MANAGEMENT LLC (the “Service Provider”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of the funds listed on Exhibit A hereto (each, a “Fund”).

AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT, effective the 24th day of March, 2008, as amended and restated, is made and entered into as of the 1st day of June, 2010, by and among NATIONWIDE VARIABLE INSURANCE TRUST (the “Trust”), a Delaware statutory trust, NATIONWIDE FUND ADVISORS (the “Adviser”) a Delaware business trust registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and INVESCO ADVISERS, INC., a corporation organized under the laws of the State of Delaware (the “Subadviser”), and also registered under the Advisers Act.

FEE WAIVER AGREEMENT NVIT NATIONWIDE FUND
Fee Waiver Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of _________, 2010, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the NVIT Nationwide Fund (the “Nationwide Fund”).

INDEX FUNDS FEE WAIVER AGREEMENT NATIONWIDE VARIABLE INSURANCE TRUST
Index Funds Fee Waiver Agreement • September 14th, 2010 • Nationwide Variable Insurance Trust

FEE WAIVER AGREEMENT, effective as of June 16, 2010, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of the NVIT Bond Index Fund, NVIT International Index Fund, NVIT Mid Cap Index Fund, NVIT S&P 500 Index Fund and NVIT Small Cap Index Fund (each, an “Index Fund”).

Nationwide Fund Distributors LLC 1000 Continental Drive, Suite 400 King of Prussia, PA 19406
Nationwide Variable Insurance Trust • September 14th, 2010

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Nationwide Fund Distributors LLC (the “Distributor”) agrees that, with respect to each of the NVIT Cardinal Aggressive Fund, NVIT Cardinal Moderately Aggressive Fund, NVIT Cardinal Capital Appreciation Fund, NVIT Cardinal Moderate Fund, NVIT Cardinal Balanced Fund, NVIT Cardinal Moderately Conservative Fund and NVIT Cardinal Conservative Fund (collectively, the “Cardinal Funds”), which are series of Nationwide Variable Insurance Trust, the Distributor shall waive a portion of the Rule 12b-1 fees for the Class II Shares of the Cardinal Funds in an amount equal to 0.16%, for the period from the date of this Agreement through April 30, 2011. The Distributor acknowledges that it shall not be entitled to collect on, or make a claim for, waived fees at any time in the future.

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