0001193125-12-176626 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 24th, 2012 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT is made and entered into effective the 2nd day of April, 2012, 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 MASSACHUSETTS FINANCIAL SERVICES COMPANY, a corporation organized under the laws of the State of Delaware (the “Subadviser”), and also registered under the Advisers Act.

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FEE WAIVER AGREEMENT NATIONWIDE VARIABLE INSURANCE TRUST
Fee Waiver Agreement • April 24th, 2012 • Nationwide Variable Insurance Trust

FEE WAIVER AGREEMENT, effective as of May 1, 2012, 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”).

Nationwide Fund Distributors LLC
Nationwide Variable Insurance Trust • April 24th, 2012

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 April 30, 2013. 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
Nationwide Variable Insurance Trust • April 24th, 2012

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, 2013. 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
Nationwide Variable Insurance Trust • April 24th, 2012

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, 2013. 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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