FEE WAIVER AGREEMENT NVIT LARGE CAP GROWTH FUND (formerly, Oppenheimer NVIT Large Cap Growth Fund)

EX-28.h.16

FEE WAIVER AGREEMENT

NVIT LARGE CAP GROWTH FUND

(formerly, ▇▇▇▇▇▇▇▇▇▇▇ NVIT Large Cap Growth Fund)

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”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management company of the series type, and the Growth Fund is a separate series of the Trust; and

WHEREAS, NFA serves as investment adviser to the Trust, including the Growth Fund, pursuant to an investment advisory agreement, dated May 1, 2007, between NFA and the Trust, under which the Trust pays fees to NFA as specified therein (“Advisory Fees”); and

WHEREAS, NFA, the Trust and OppenheimerFunds, Inc. (“▇▇▇▇▇▇▇▇▇▇▇”) had entered into a subadvisory agreement, dated October 1, 2008 (“Prior Subadvisory Agreement”), pursuant to which ▇▇▇▇▇▇▇▇▇▇▇ served as subadviser to the Growth Fund; and

WHEREAS, as of September 21, 2011, NFA and the Trust have entered into a subadvisory agreement (“New Subadvisory Agreement”), pursuant to which The Boston Company Asset Management, LLC (“Boston Company”) shall serve as subadviser to the Growth Fund, replacing ▇▇▇▇▇▇▇▇▇▇▇; and

WHEREAS, the fee that NFA shall pay Boston Company pursuant to the New Subadvisory Agreement is less than the fee NFA had paid to ▇▇▇▇▇▇▇▇▇▇▇ under the Prior Subadvisory Agreement, resulting in financial savings to NFA; and

WHEREAS, NFA desires to share a portion of such financial savings resulting from the New Subadvisory Agreement with shareholders of the Growth Fund.

NOW, THEREFORE, the parties hereto agree as follows:

1.        Fee Waiver Amount:

1.1        Every month, NFA shall calculate the amount of subadvisory fee it would have been obligated to pay ▇▇▇▇▇▇▇▇▇▇▇ in respect of the Growth Fund pursuant to the Prior Subadvisory Agreement (“Old Subadvisory Fee Amount”), and NFA shall separately calculate the amount of subadvisory fee it is obligated to pay Boston Company in respect of the Growth Fund pursuant to the New Subadvisory Agreement (“New Subadvisory Fee Amount”). The difference between the Old Subadvisory Fee Amount and the New Subadvisory Fee Amount shall be referred to herein as the “Savings Amount.”

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1.2        NFA agrees each month to waive an amount of Advisory Fees equal to 50% of the Savings Amount in respect of the Growth Fund. NFA acknowledges that it shall not be entitled to collect on, or make a claim for, Advisory Fees waived hereunder at any time in the future.

2.        Term and Termination of Agreement:

2.1        This Agreement shall continue in effect until the earlier to occur of either: (i) May 1, 2013, or (ii) the termination of the New Subadvisory Agreement.

3.        Miscellaneous:

3.1        Captions.    The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

3.2        Interpretation.    Nothing herein contained shall be deemed to require the Trust or the Growth Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust or By-Laws, each as amended, or any applicable statutory or regulatory requirement to which the Trust or Growth Fund is subject or by which the Trust or Growth Fund is bound, or to relieve or deprive the Trust’s Board of Trustees of the Board’s responsibility for and control of the conduct of the affairs of the Trust or the Growth Fund.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

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