0001794202-20-000465 Sample Contracts

FEE WAIVER AGREEMENT NVIT MELLON DYNAMIC U.S. EQUITY INCOME FUND
Fee Waiver Agreement • November 4th, 2020 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of November 1, 2020, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the NVIT Mellon Dynamic U.S. Equity Income Fund (the “Fund”).

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October 26, 2020
Nationwide Variable Insurance Trust • November 4th, 2020

You have requested our opinion as to certain federal income tax consequences of the reorganizations (each hereinafter referred to as a “Reorganization”), which will consist of: (i) the acquisition by the Capital Appreciation Acquiring Fund and the Moderate Acquiring Fund (each an “Acquiring Fund”, together the “Acquiring Funds”) of substantially all of the property, assets and goodwill (“Assets”) of the Capital Appreciation Target Fund and the Moderate Target Fund (each a “Target Fund”, together the “Target Funds”), respectively, in exchange solely for shares of beneficial interest, without par value, of the corresponding class of shares of the Capital Appreciation Acquiring Fund and Moderate Acquiring Fund listed in Exhibit A below; (ii) the assumption by the Capital Appreciation Acquiring Fund and Moderate Acquiring Fund of all of the Capital Appreciation Target Fund’s and Moderate Target Fund’s Liabilities, respectively; (iii) the distribution of each class of the Capital Appreciati

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