0001193125-12-512308 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 21st, 2012 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT is made and entered into effective the day of , 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 LWI FINANCIAL INC., 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 NVIT NATIONWIDE FUND
Fee Waiver Agreement • December 21st, 2012 • Nationwide Variable Insurance Trust

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

FEE WAIVER AGREEMENT AMERICAN CENTURY NVIT GROWTH FUND
Fee Waiver Agreement • December 21st, 2012 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2012, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the American Century NVIT Growth Fund (the “Growth Fund”).

FEE WAIVER AGREEMENT NVIT MULTI-MANAGER MID CAP GROWTH FUND NVIT MULTI-MANAGER MID CAP VALUE FUND
Fee Waiver Agreement • December 21st, 2012 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of July 2, 2012, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the following series (each, a “Fund, and collectively, the “Funds”):

FEE WAIVER AGREEMENT NVIT DEVELOPING MARKETS FUND NVIT EMERGING MARKETS FUND
Fee Waiver Agreement • December 21st, 2012 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2012, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the NVIT Developing Markets Fund and NVIT Emerging Markets Fund (each, a “Fund,” and collectively, the “Funds”).

FEE WAIVER AGREEMENT NVIT LARGE CAP GROWTH FUND (formerly, Oppenheimer NVIT Large Cap Growth Fund)
Fee Waiver Agreement • December 21st, 2012 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2012 by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the NVIT Large Cap Growth Fund (the “Growth Fund”).

FEE WAIVER AGREEMENT NVIT MULTI-MANAGER INTERNATIONAL VALUE FUND NVIT MULTI- MANAGER MID CAP GROWTH FUND NVIT MULTI-MANAGER SMALL CAP GROWTH FUND NVIT MULTI-MANAGER SMALL CAP VALUE FUND NVIT MULTI-MANAGER SMALL COMPANY FUND
Fee Waiver Agreement • December 21st, 2012 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2012, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the following series (each, a “Fund, and collectively, the “Funds”):

FEE WAIVER AGREEMENT NATIONWIDE VARIABLE INSURANCE TRUST
Fee Waiver Agreement • December 21st, 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 • December 21st, 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.

Nationwide Fund Distributors LLC
Nationwide Variable Insurance Trust • December 21st, 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 • December 21st, 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.

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