0001193125-13-164736 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust • Delaware

THIS AGREEMENT is made and entered into effective the 27th day of March, 2013, 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 EPOCH INVESTMENT PARTNERS, INC., a Delaware corporation (the “Subadviser”), and also registered under the Advisers Act.

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FEE WAIVER AGREEMENT NATIONWIDE VARIABLE INSURANCE TRUST
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

FEE WAIVER AGREEMENT, effective as of May 1, 2013, 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”).

FEE WAIVER AGREEMENT NVIT NATIONWIDE FUND
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, 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 • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, 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 • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, 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 REAL ESTATE FUND
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the NVIT Real Estate Fund (the “Fund”).

FEE WAIVER AGREEMENT NVIT DEVELOPING MARKETS FUND NVIT EMERGING MARKETS FUND
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, 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 GOVERNMENT BOND FUND
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, by and between NATIONWIDE FUND ADVISORS (“NFA”) and NATIONWIDE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of the NVIT Government Bond Fund (the “Fund”).

FEE WAIVER AGREEMENT NVIT LARGE CAP GROWTH FUND (formerly, Oppenheimer NVIT Large Cap Growth Fund)
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013 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”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust • Ohio

This Agreement dated as of the 2nd day of May 2005 is made by and among Nationwide Financial Services, Inc. (including any affiliates and/or subsidiaries listed on Exhibit A), Gartmore Mutual Fund Capital Trust, which serves as adviser, and Gartmore Distribution Services, Inc., which services as distributor, to the Gartmore Variable Insurance Trust (the “Trust”) with respect to its series of shares of beneficial interest (each, a “Fund,” and collectively, the “Funds”). In this Agreement, Gartmore Mutual Fund Capital Trust and Gartmore Distribution Services, Inc. are collectively referred to as “Gartmore.”

EXPENSE LIMITATION AGREEMENT NATIONWIDE VARIABLE INSURANCE TRUST
Expense Limitation Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2007 and amended as of December 11, 2012, by and between NATIONWIDE FUND ADVISORS (formerly, Gartmore Mutual Fund Capital Trust) (the “Investment Adviser”) and NATIONWIDE VARIABLE INSURANCE TRUST (formerly, Gartmore Variable Insurance Trust) (the “Trust”), a Delaware statutory trust, on behalf of each of the funds listed on Exhibit A (each, a “Fund”).

Nationwide Fund Distributors LLC
Nationwide Variable Insurance Trust • April 22nd, 2013

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, 2014. 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 22nd, 2013

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, 2014. 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.

FEE WAIVER AGREEMENT NVIT MULTI-MANAGER SMALL CAP GROWTH FUND NVIT MULTI- MANAGER SMALL COMPANY FUND
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, 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”):

EXHIBIT A SUBADVISORY AGREEMENT BY AND AMONG NATIONWIDE VARIABLE INSURANCE TRUST, NATIONWIDE FUND ADVISORS and NATIONWIDE ASSET MANAGEMENT, LLC Effective January 1, 2008 Amended May 1, 2013*
Nationwide Variable Insurance Trust • April 22nd, 2013

† The term “Aggregate Subadviser Assets” shall mean the aggregate amount resulting from the combination of Subadviser Assets of the NVIT Government Bond Fund together with the Subadviser Assets (as defined in a Subadvisory Agreement among Nationwide Mutual Funds, Nationwide Fund Advisors and Nationwide Asset Management, LLC, dated January 1, 2008, as amended May 1, 2013) of the Nationwide Government Bond Fund.

Nationwide Fund Distributors LLC
Nationwide Variable Insurance Trust • April 22nd, 2013

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, 2014. 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.

AMENDMENT NO. 8 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

This Amendment No. 8 dated May 1, 2013, is between Nationwide Financial Services, Inc., on behalf of its subsidiaries listed on Exhibit A (collectively, “NFS”); Nationwide Fund Advisors (“NFA”), which serves as adviser; and Nationwide Fund Distributors LLC (“NFD,” and collectively with NFA, “Nationwide”), which serves as distributor to the Nationwide Variable Insurance Trust (the “Trust”) with respect to its series of shares of beneficial interest (each a “Fund,” and collectively the “Funds”). This Amendment amends the Fund Participation Agreement dated May 2, 2005.

FEE WAIVER AGREEMENT NVIT MULTI-MANAGER INTERNATIONAL VALUE FUND NVIT MULTI- MANAGER SMALL CAP VALUE FUND
Fee Waiver Agreement • April 22nd, 2013 • Nationwide Variable Insurance Trust

THIS FEE WAIVER AGREEMENT, effective as of May 1, 2013, 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”):

EXHIBIT A SUBADVISORY AGREEMENT AMONG NATIONWIDE VARIABLE INSURANCE TRUST, NATIONWIDE FUND ADVISORS AND OPPENHEIMERFUNDS, INC. Effective October 1, 2008 Amended July 11, 2011*
Nationwide Variable Insurance Trust • April 22nd, 2013

† The term “Aggregate Subadviser Assets” shall mean the aggregate amount of assets resulting from the combination of Subadviser Assets of the NVIT Multi-Manager Small Cap Growth Fund and the NVIT Multi-Manager Small Company Fund.

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