Exhibit No. EX-23.d.1
FORM OF
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of the ___ day of [_____], 2007
by and between NATIONWIDE MUTUAL FUNDS (formerly Gartmore Mutual Funds) (the
"Trust"), a Delaware statutory trust, and NATIONWIDE FUND ADVISORS (formerly
Gartmore Mutual Fund Capital Trust) (the "Adviser"), a Delaware statutory trust
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act").
WITNESSETH:
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust desires to retain the Adviser to furnish certain
investment advisory services, as described herein, with respect to certain of
the series of the Trust, all as now are or may be hereafter listed on Exhibit A
to this Agreement (each, a "Fund"); and
WHEREAS, the Adviser represents that it is willing and possesses legal
authority to render such services subject to the terms and conditions set forth
in this Agreement,
NOW, THEREFORE, the Trust and the Adviser do mutually agree and promise as
follows:
1. Appointment as Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to each Fund subject to the terms and conditions set forth in
this Agreement. The Adviser hereby accepts such appointment and agrees to
furnish the services hereinafter described for the compensation provided for in
this Agreement.
2. Duties of Adviser.
a. Investment Management Services.
(i) Subject to the supervision of the Trust's Board of Trustees (and except
as otherwise permitted under the terms of any exemptive relief obtained by the
Adviser from the SEC, or by rule or regulation), the Adviser will provide, or
arrange for the provision of, a continuous investment program and overall
investment strategies for each Fund, including investment research and
management with respect to all securities and investments and cash equivalents
in each Fund. The Adviser will determine, or arrange for others to determine,
from time to time what securities and other investments will be purchased,
retained or sold by each Fund and will implement, or arrange for others to
implement, such determinations through the placement, in the name of a Fund, of
orders for the execution of portfolio transactions with or through such brokers
or dealers as may be so selected. The Adviser will provide, or arrange for the
provision of, the services under this Agreement in accordance with the stated
investment policies and restrictions of each Fund as set forth in that Fund's
current prospectus and statement of additional information as currently in
effect and as supplemented or amended from time to time (collectively referred
to hereinafter as the "Prospectus") and subject to the directions of the Trust's
Board of Trustees.
(ii) Subject to the provisions of this Agreement and the 1940 Act and any
exemptions thereto, the Adviser is authorized to appoint one or more qualified
subadvisers (each a "Subadviser") to provide each Fund with certain services
required by this Agreement. Each Subadviser shall have such investment
discretion and shall make all determinations with respect to the investment of a
Fund's assets as shall be assigned to that Subadviser by the Adviser and the
purchase and sale of portfolio securities with respect to those assets and shall
take such steps as may be necessary to implement its decisions. The Adviser
shall not be responsible or liable for the investment merits of any decision by
a Subadviser to purchase, hold, or sell a security for a Fund.
(iii) Subject to the supervision and direction of the Trustees, the Adviser
shall (i) have overall supervisory responsibility for the general management and
investment of a Fund's assets; (ii) determine the allocation of assets among the
Subadvisers, if any; and (iii) have full investment discretion to make all
determinations with respect to the investment of Fund assets not otherwise
assigned to a Subadviser.
(iv) The Adviser shall research and evaluate each Subadviser, if any,
including (i) performing initial due diligence on prospective Subadvisers and
monitoring each Subadviser's ongoing performance; (ii) communicating performance
expectations and evaluations to the Subadvisers; and (iii) recommending to the
Trust's Board of Trustees whether a Subadviser's contract should be renewed,
modified or terminated. The Adviser shall also recommend changes or additions to
the Subadvisers and shall compensate the Subadvisers.
(v) The Adviser shall provide to the Trust's Board of Trustees such
periodic reports concerning a Fund's business and investments as the Board of
Trustees shall reasonably request.
b. Compliance with Applicable Laws and Governing Documents. In the
performance of its duties and obligations under this Agreement, the Adviser
shall act in conformity with the Trust's Agreement and Declaration of Trust, as
from time to time amended and/or restated, and By-Laws, as from time to time
amended and/or restated, and the Prospectus and with the instructions and
directions received from the Trustees of the Trust and will conform to and
comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986,
as amended (the "Code") (including the requirements for qualification as a
regulated investment company) and all other applicable federal and state laws
and regulations.
The Adviser acknowledges and agrees that subject to the supervision and
directions of the Trust's Board of Trustees, it shall be solely responsible for
compliance with all disclosure requirements under all applicable federal and
state laws and regulations relating to the Trust or a Fund, including, without
limitation, the 1940 Act, and the rules and regulations thereunder, except that
each Subadviser shall have liability in connection with information furnished by
the Subadviser to a Fund or to the Adviser.
c. Consistent Standards. It is recognized that the Adviser will perform
various investment management and administrative services for entities other
than the Trust and the Funds; in connection with providing such services, the
Adviser agrees to exercise the same skill and care in performing its services
under this Agreement as the Adviser exercises in performing similar services
with respect to the other fiduciary accounts for which the Adviser has
investment responsibilities.
d. Brokerage. The Adviser is authorized, subject to the supervision of the
Trust's Board of Trustees, (1) to establish and maintain accounts on behalf of
each Fund with, and to place orders for the purchase and sale of assets not
allocated to a Subadviser, with or through, such persons, brokers or dealers
("brokers") as the Adviser may select; and (2) to negotiate commissions to be
paid on such transactions. In the selection of such brokers and the placing of
such orders, the Adviser shall seek to obtain for a Fund the most favorable
price and execution available, except to the extent the Adviser may be permitted
to pay higher brokerage commissions for brokerage and research services, as
provided below. In using its reasonable efforts to obtain for a Fund the most
favorable price and execution available, the Adviser, bearing in mind the Fund's
best interests at all times, shall consider all factors it deems relevant,
including price, the size of the transaction, the nature of the market for the
security, the amount of the commission, if any, the timing of the transaction,
market prices and trends, the reputation, experience and financial stability of
the broker involved, and the quality of service rendered by the broker in other
transactions. Subject to such policies as the Trustees may determine, the
Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused a Fund to pay a broker that provides brokerage and research services
(within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as
amended) to the Adviser an amount of commission for effecting a Fund's
investment transaction that is in excess of the amount of commission that
another broker would have charged for effecting that transaction, if, but only
if, the Adviser determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities of the Adviser with respect to the accounts as to which
it exercises investment discretion.
It is recognized that the services provided by such brokers may be useful
to the Adviser in connection with the Adviser's services to other clients. On
occasions when the Adviser deems the purchase or sale of a security to be in the
best interests of a Fund as well as other clients of the Adviser, the Adviser,
to the extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be sold or purchased in
order to obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of securities so sold or
purchased, as well as the expenses incurred in the transaction, will be made by
the Adviser in the manner the Adviser considers to be the most equitable and
consistent with its fiduciary obligations to each Fund and to such other
clients.
e. Securities Transactions. The Adviser will not purchase securities or
other instruments from or sell securities or other instruments to a Fund;
provided, however, the Adviser may purchase securities or other instruments from
or sell securities or other instruments to a Fund if such transaction is
permissible under applicable laws and regulations, including, without
limitation, the 1940 Act, the Advisers Act and the rules and regulations
promulgated thereunder or any exemption therefrom.
The Adviser agrees to observe and comply with Rule 17j-1 under the 1940 Act
and the Trust's Code of Ethics, as the same may be amended from time to time.
f. Books and Records. In accordance with the 1940 Act and the rules and
regulations promulgated thereunder, the Adviser shall maintain separate books
and detailed records of all matters pertaining to the Funds and the Trust (the
"Fund's Books and Records"), including, without limitation, a daily ledger of
such assets and liabilities relating thereto and brokerage and other records of
all securities transactions. The Adviser acknowledges that the Fund's Books and
Records are property of the Trust. In addition, the Fund's Books and Records
shall be available to the Trust at any time upon request and shall be available
for telecopying without delay to the Trust during any day that the Funds are
open for business.
3. Expenses. During the term of this Agreement, the Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased for a
Fund. The Adviser shall, at its sole expense, employ or associate itself with
such persons as it believes to be particularly fitted to assist it in the
execution of its duties under this Agreement. The Adviser shall be responsible
for the expenses and costs for the officers of the Trust and the Trustees of the
Trust who are "interested persons" (as defined in the 0000 Xxx) of the Adviser.
It is understood that the Trust will pay all of its own expenses,
including, without limitation, (1) all charges and expenses of any custodian or
depository appointed by the Trust for the safekeeping of its cash, securities
and other assets, (2) all charges and expenses paid to an administrator
appointed by the Trust to provide administrative or compliance services, (3) the
charges and expenses of any transfer agents and registrars appointed by the
Trust, (4) the charges and expenses of independent certified public accountants
and of general ledger accounting and internal reporting services for the Trust,
(5) the charges and expenses of dividend and capital gain distributions, (6) the
compensation and expenses of Trustees of the Trust who are not "interested
persons" of the Adviser, (7) brokerage commissions and issue and transfer taxes
chargeable to the Trust in connection with securities transactions to which the
Trust is a party, (8) all taxes and fees payable by the Trust to Federal, State
or other governmental agencies, (9) the cost of stock certificates representing
shares of the Trust, (10) all expenses of shareholders' and Trustees' meetings
and of preparing, printing and distributing prospectuses and reports to
shareholders, (11) charges and expenses of legal counsel for the Trust in
connection with legal matters relating to the Trust, including without
limitation, legal services rendered in connection with the Trust's existence,
financial structure and relations with its shareholders, (12) insurance and
bonding premiums, (13) association membership dues, (14) bookkeeping and the
costs of calculating the net asset value of shares of the Trust's Funds, and
(15) expenses relating to the issuance, registration and qualification of the
Trust's shares.
4. Compensation. For the services provided and the expenses assumed with
respect to a Fund pursuant to this Agreement, the Adviser will be entitled to
the fee listed for each Fund on Exhibit A. Such fees will be computed daily and
payable monthly at an annual rate based on a Fund's average daily net assets.
The method of determining net assets of a Fund for purposes hereof shall be
the same as the method of determining net assets for purposes of establishing
the offering and redemption price of the Shares as described in each Fund's
Prospectus. If this Agreement shall be effective for only a portion of a month,
the aforesaid fee shall be prorated for the portion of such month during which
this Agreement is in effect.
Notwithstanding any other provision of this Agreement, the Adviser may from
time to time agree not to impose all or a portion of its fee otherwise payable
hereunder (in advance of the time such fee or portion thereof would otherwise
accrue). Any such fee reduction may be discontinued or modified by the Adviser
at any time.
5. Representations and Warranties of Adviser. The Adviser represents and
warrants to the Trust as follows:
The Adviser is registered as an investment adviser under the Advisers Act;
The Adviser is a statutory trust duly organized, validly existing and in
good standing under the laws of the State of Delaware with the power to own and
possess its assets and carry on its business as it is now being conducted;
The execution, delivery and performance by the Adviser of this Agreement
are within the Adviser's powers and have been duly authorized by all necessary
action on the part of its shareholders and/or trustees, and no action by or in
respect of, or filing with, any governmental body, agency or official is
required on the part of the Adviser for the execution, delivery and performance
by the Adviser of this Agreement, and the execution, delivery and performance by
the Adviser of this Agreement do not contravene or constitute a default under
(i) any provision of applicable law, rule or regulation, (ii) the Adviser's
governing instruments, or (iii) any agreement, judgment, injunction, order,
decree or other instrument binding upon the Adviser;
The Form ADV of the Adviser provided to the Trust is a true and complete
copy of the form, including that part or parts of the Form ADV filed with the
SEC, that part or parts maintained in the records of the Adviser, and/or that
part or parts provided or offered to clients, in each case as required under the
Advisers Act and rules thereunder, and the information contained in such Form
ADV is accurate and complete in all material respects and does not omit to state
any material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading.
6. Survival of Representations and Warranties; Duty to Update Information.
All representations and warranties made by the Adviser pursuant to Section 5
shall survive for the duration of this Agreement and the parties hereto shall
promptly notify each other in writing upon becoming aware that any of the
foregoing representations and warranties are no longer true.
7. Liability and Indemnification.
a. Liability. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser or a reckless disregard of its duties
hereunder, the Adviser shall not be subject to any liability to a Fund or the
Trust, for any act or omission in the case of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of Fund assets; provided, however, that nothing herein shall
relieve the Adviser from any of its obligations under applicable law, including,
without limitation, the federal and state securities laws.
b. Indemnification. The Adviser shall indemnify the Trust and its officers
and trustees, for any liability and expenses, including attorneys' fees, which
may be sustained as a result of the Adviser's willful misfeasance, bad faith,
gross negligence, reckless disregard of its duties hereunder or violation of
applicable law, including, without limitation, the federal and state securities
laws.
8. Duration and Termination.
a. Duration. Unless sooner terminated, this Agreement shall continue until
May 1, 2008 with respect to any Fund covered by this Agreement initially and for
any Fund subsequently added to this Agreement, an initial period of no more than
two years that terminates on the second May 1st that occurs following the
effective date of this Agreement with respect to such Fund, and thereafter shall
continue automatically for successive annual periods with respect to each of the
Funds; provided that such continuance is specifically approved at least annually
by the Trust's Board of Trustees or the vote of the lesser of (a) 67% of the
shares of a Fund represented at a meeting if holders of more than 50% of the
outstanding shares of the Fund are present in person or by proxy or (b) more
than 50% of the outstanding shares of the Fund; provided further that in either
event its continuance also is approved by a majority of the Trust's Trustees who
are not "interested persons" (as defined in the 0000 Xxx) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
b. Termination. Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time, without payment of any
penalty by vote of a majority of the Trust's Board of Trustees, or, with respect
to a Fund, by "vote of a majority of the outstanding voting securities" (as
defined in the 0000 Xxx) of that Fund, or by the Adviser, in each case, upon not
less than sixty (60) days' written notice to the other party.
This Agreement shall not be assigned (as such term is defined in the 0000
Xxx) and shall terminate automatically in the event of its assignment.
9. Services Not Exclusive. The services furnished by the Adviser hereunder
are not to be deemed exclusive, and the Adviser shall be free to furnish similar
services to others so long as its services under this Agreement are not impaired
thereby. It is understood that the action taken by the Adviser under this
Agreement may differ from the advice given or the timing or nature of action
taken with respect to other clients of the Adviser, and that a transaction in a
specific security may not be accomplished for all clients of the Adviser at the
same time or at the same price.
10. Amendment. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment shall be in writing and
approved by the Trust's Board of Trustees or by a vote of a majority of the
outstanding voting securities of a Fund (as required by the 1940 Act).
11. Confidentiality. Subject to the duties of the Adviser and the Trust to
comply with applicable law, including any demand of any regulatory or taxing
authority having jurisdiction, the parties hereto shall treat as confidential
all information pertaining to a Fund and the Trust and the actions of the
Adviser and the Funds in respect thereof.
12. Notice. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, delivered, or
mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
a. If to the Adviser:
Nationwide Fund Advisors
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department.
Facsimile: (000) 000-0000
b. If to the Trust:
Nationwide Mutual Funds
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department.
Facsimile: (000) 000-0000
13. Jurisdiction. This Agreement shall be governed by and construed to be
in accordance with substantive laws of the State of Delaware without reference
to choice of law principles thereof and in accordance with the 1940 Act. In the
case of any conflict, the 1940 Act shall control.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
together constitute one and the same instrument.
15. Certain Definitions. For the purposes of this Agreement, "interested
person," "affiliated person," "assignment" shall have their respective meanings
as set forth in the 1940 Act, subject, however, to such exemptions as may be
granted by the SEC.
16. Captions. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
17. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
18. Nationwide Mutual Funds and its Trustees. The terms "Nationwide Mutual
Funds" and the "Trustees of Nationwide Mutual Funds" refer respectively to the
Trust created and the Trustees, as trustees but not individually or personally,
acting from time to time under an Agreement and Declaration of Trust made and
dated as of September 30, 2004, as has been or may be amended and/or restated
from time to time, and to which reference is hereby made.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
ADVISER:
NATIONWIDE FUND ADVISORS
By:
Name: Xxxxxx X. Xxxxxxx
Title: SVP-COO
TRUST:
NATIONWIDE MUTUAL FUNDS
By:
Name: Xxxx Xxxxx
Title: President
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
BETWEEN
NATIONWIDE FUND ADVISORS AND NATIONWIDE MUTUAL FUNDS
Effective [_______________], 2007
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Funds of the Trust Advisory Fees
-------------------------------------------------------- -----------------------------------------------
Nationwide Fund 0.60% on assets up to $250 million
Nationwide Growth Fund 0.575% on assets of $250 million and more
but less than $1 billion
0.55% on assets of $1 billion and more
but less than $2 billion
0.525% on assets of $2 billion and more
but less than $5 billion
0.50% for assets of $5 billion and more
-------------------------------------------------------- -----------------------------------------------
Nationwide Value Opportunities Fund 0.70% on assets up to $250 million
0.675% on assets of $250 million and more
but less than $1 billion
0.65% on assets of $1 billion and more
but less than $2 billion
0.625% on assets of $2 billion and more
but less than $5 billion
0.60% for assets of $5 billion and more
-------------------------------------------------------- -----------------------------------------------
Nationwide Mid Cap Growth Leaders Fund 0.80% on assets up to $250 million
0.77% on assets of $250 million and more
but less than $1 billion
0.74% on assets of $1 billion and more
but less than $2 billion
0.71% on assets of $2 billion and more
but less than $5 billion
0.68% for assets of $5 billion and more
-------------------------------------------------------- -----------------------------------------------
Nationwide Global Technology and 0.88% on assets up to $500 million
Communications Fund(1) 0.83% on assets of $500 million and more
but less than $2 billion
0.78% for assets of $2 billion and more
-------------------------------------------------------- -----------------------------------------------
Nationwide Global Health Sciences Fund(1) 0.90% on assets up to $500 million
0.85% on assets of $500 million and more
but less than $2 billion
0.80% for assets of $2 billion and more
-------------------------------------------------------- -----------------------------------------------
Nationwide U.S. Growth Leaders Fund(2) 0.90% on assets up to $500 million
0.80% on the next $1.5 billion in assets
0.75% on assets of $2 billion and more
-------------------------------------------------------- -----------------------------------------------
Nationwide Leaders Fund(1) 0.80% on assets up to $500 million
0.70% on assets of $500 million and more
but less than $2 billion
0.65% on assets of $2 billion or more
-------------------------------------------------------- -----------------------------------------------
Nationwide Micro Cap Equity Fund 1.25% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Mid Cap Growth Fund 0.75% on assets up to $250 million
0.725% on assets of $250 million and more
but less than $1 billion
0.70% on assets of $1 billion and more
but less than $2 billion
0.675% on assets of $2 billion and more
but less than $5 billion
0.65% for assets of $5 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Small Cap Leaders Fund 0.95% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide U.S. Growth Leaders Long-Short Fund 1.50% on assets up to $250 million
1.25% on assets of $250 million and more
-------------------------------------------------------- ----------------------------------------------
Nationwide China Opportunities Fund1 1.25% on assets up to $500 million
1.20% on assets of $500 million and more
but less than $2 billion
1.15% on assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Global Natural Resources Fund(1) 0.70% on assets up to $500 million
0.65% on assets of $500 million and more
but less than $2 billion
0.60% on assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Optimal Allocations Fund: 0.15% of the Fund's average daily net assets
Growth
-------------------------------------------------------- ----------------------------------------------
Nationwide Optimal Allocations Fund: Moderate Growth 0.15% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Optimal Allocations Fund: Moderate 0.15% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Optimal Allocations Fund: Specialty 0.15% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Optimal Allocations Fund: Defensive 0.15% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
NorthPointe Small Cap Value Fund 0.85% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
NorthPointe Small Cap Growth Fund 0.95% of the Fund's average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Bond Fund 0.50% on assets up to $250 million
Nationwide Tax-Free Income Fund 0.475% on assets of $250 million and more
Nationwide Government Bond Fund but less than $1 billion
0.45% on assets of $1 billion and more
but less than $2 billion
0.425% on assets of $2 billion and more
but less than $5 billion
0.40% for assets of $5 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Money Market Fund 0.40% on assets up to $1 billion
0.38% on assets of $1 billion and more
but less than $2 billion
0.36% on assets of $2 billion and more
but less than $5 billion
0.34% for assets of $5 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide S&P 500 Index Fund 0.13% on assets up to $1.5 billion
0.12% on assets of $1.5 billion and more
but less than $3 billion
0.11% on assets of $3 billion and more
but less than $4.5 billion
0.10% on assets of $4.5 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Small Cap Index Fund 0.20% on assets up to $1.5 billion
0.19% on assets of $1.5 billion and more
but less than $3 billion
0.18% on assets of $3 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Mid Cap Market Index Fund 0.22% on assets up to $1.5 billion
0.21% on assets of $1.5 billion and more
but less than $3 billion
0.20% on assets of $3 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide International Index Fund 0.27% on assets up to $1.5 billion
0.26% on assets of $1.5 billion and more
but less than $3 billion
0.25% on assets of $3 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Bond Index Fund 0.22% on assets up to $1.5 billion
0.21% on assets of $1.5 billion and more
but less than $3 billion
0.20% on assets of $3 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Large Cap Value Fund 0.75% on assets up to $100 million
0.70% on assets of $100 million and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Small Cap Fund 0.95% on assets up to $100 million
0.80% on assets of $100 million and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Investor Destinations Aggressive Fund 0.13% of average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Investor Destinations Moderately 0.13% of average daily net assets
Aggressive Fund
-------------------------------------------------------- ----------------------------------------------
Nationwide Investor Destinations Moderate Fund 0.13% of average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Investor Destinations Moderately 0.13% of average daily net assets
Conservative Fund
-------------------------------------------------------- ----------------------------------------------
Nationwide Investor Destinations Conservative Fund 0.13% of average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Hedged Core Equity Fund 1.25% of average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Small Cap Growth Opportunities Fund 0.95% on assets up to $500 million
0.85% on assets of $500 million and more
but less than $2 billion
0.80% for assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Small Cap Value Fund 0.95% on assets up to $500 million
0.85% on assets of $500 million and more
but less than $2 billion
0.80% for assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Small Cap Core Fund 0.85% on assets up to $500 million
0.75% on assets of $500 million and more
but less than $2 billion
0.70% for assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Market Neutral Fund 1.25% of average daily net assets
-------------------------------------------------------- ----------------------------------------------
Nationwide Emerging Markets Fund(1) 1.05% on assets up to $500 million
1.00% on assets of $500 million and more
but less than $2 billion
0.95% for assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide International Growth Fund(1) 0.90% on assets up to $500 million
0.85% on assets of $500 million and more
but less than $2 billion
0.80% for assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Worldwide Leaders Fund1 0.90% on assets up to $500 million
0.85% on assets of $500 million and more
but less than $2 billion
0.80% for assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Global Financial Services Fund(1) 0.90% on assets up to $500 million
0.85% on assets of $500 million and more
but less than $2 billion
0.80% for assets of $2 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Global Utilities Fund(1) 0.70% on assets up to $500 million
0.65% on assets of $500 million and more
but less than $2 billion
0.60% for assets of $2 billion or more
-------------------------------------------------------- ----------------------------------------------
Nationwide Short Duration Bond Fund 0.35% on assets up to $500 million
0.34% on assets of $500 million and more
but less than $1 billion
0.325% on assets of $1 billion and more
but less than $3 billion
0.30% on assets of $3 billion and more
but less than $5 billion
0.285% on assets of $5 billion and more
but less than $10 billion
0.275% for assets of $10 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide Enhanced Income Fund 0.35% on assets up to $500 million
0.34% on assets of $500 million and more
but less than $1 billion
0.325% on assets of $1 billion and more
but less than $3 billion
0.30% on assets of $3 billion and more
but less than $5 billion
0.285% on assets of $5 billion and more
but less than $10 billion
0.275% for assets of $10 billion and more
-------------------------------------------------------- ----------------------------------------------
Nationwide U.S. Small Cap Value Fund
-------------------------------------------------------- ----------------------------------------------
Nationwide International Value Fund
-------------------------------------------------------- ----------------------------------------------
(1)Performance Fees for the Nationwide Global Technology and Communications
Fund; Nationwide Global Health Sciences Fund; Nationwide Leaders Fund;
Nationwide China Opportunities Fund; Nationwide Global Natural Resources Fund;
Nationwide Global Financial Services Fund; Nationwide Global Utilities Fund;
Nationwide International Growth Fund; Nationwide Emerging Markets Fund; and
Nationwide Worldwide Leaders Fund.
The base advisory fee for each of these Funds, as set forth above, is adjusted
each quarter beginning one year after implementation of the Performance Fee,
depending upon a Fund's investment performance for the 12 months preceding the
end of that month relative to the investment performance of each respective
Fund's benchmark as listed below. The base fee is either increased or decreased
proportionately by the following amounts at each breakpoint, based upon whether
a Fund has out-performed or under-performed its respective benchmark (using the
performance of each such Fund's Class A Shares to measure), by more or less than
a maximum of 500 basis points over the preceding rolling 12 month period as
follows:
+/- 100 bps under/outperformance 2bps
+/- 200 bps under/outperformance 4bps
+/- 300 bps under/outperformance 6bps
+/- 400 bps under/outperformance 8bps
+/- 500 bps or more under/outperformance 10bps
The investment performance of each Fund will be the sum of: (1) the change in
each Fund's value during such period; (2) the value of the Fund's cash
distributions (from net income and realized net gains) having an ex-dividend
date during such calculation period; and (3) the value of any capital gains
taxes paid or accrued during such calculation period for undistributed realized
long-term capital gains from the Fund. For this purpose, the value of
distributions per share of realized capital gains, of dividends per share paid
from investment income and of capital gains taxes per share reinvested in the
Fund will be the Fund's value in effect at the close of business on the record
date for the payment of such distributions and the date on which provision is
made for such taxes, after giving effect to such distribution, dividends and
taxes.
Benchmark Index Performance:
The performance of each respective benchmark Index for a calculation period,
expressed as a percentage of each Index, at the beginning of such period will be
the sum of: (1) the change in the level of the Index during such period; and (2)
the value, as calculated consistent with the Index, of cash distributions having
an ex-dividend date during such period made by those companies whose securities
comprise the Index. For this purpose, cash distributions on the securities that
comprise the Index will be treated as if they were reinvested in the Index at
least as frequently as the end of each calendar quarter following payment of the
dividend.
Benchmark Indices:
1. Nationwide Global Technology and Communications Fund Xxxxxxx Xxxxx Technology Composite Index
2. Nationwide Global Health Sciences Fund Xxxxxxx Sachs Health Care Index
3. Nationwide Leaders Fund S&P 500 Index
4. Nationwide China Opportunities Fund MSCI Xxxxx Xxx Index
5. Nationwide Global Natural Resources Fund Xxxxxxx Sachs Natural Resources Index
6. Nationwide Emerging Markets Fund MSCI Emerging Markets Index
7. Nationwide International Growth Fund MSCI All Country World Free ex U.S. Index
8. Nationwide Worldwide Leaders Fund MSCI World Index
9. Nationwide Global Financial Services Fund MSCI World Financial Index
10. Nationwide Global Utilities Fund 60% MSCI World Telecom Service Index/40% MSCI World
Utilities Index
(2)Performance fee for the Nationwide U.S. Growth Leaders Fund
The base advisory fee listed above is adjusted each quarter, beginning one
year after commencement of operations, depending on the Fund's investment
performance for the 36 months preceding the end of that month, relative to the
investment performance of the Fund's benchmark, the S&P 500 Index. The base fee
is either increased or decreased by the following amounts at each breakpoint,
based on whether the Fund has out- or under-performed the S&P 500 Index by more
or less than 1200 basis points over the preceding rolling 36 month period:
For assets up to $500 million +/- 22 basis points
Next $1.5 billion in assets +/- 18 basis points
Assets of $2 billion and more +/- 16 basis points
The investment performance of the Nationwide U.S. Growth Leaders Fund will be
the sum of: (1) the change in the Fund's value during such period; (2) the value
of the Fund's cash distributions (from net income and realized net gains) having
an ex-dividend date during such calculation period; and (3) the value of any
capital gains taxes paid or accrued during such calculation period for
undistributed realized long-term capital gains from the Fund. For this purpose,
the value of distributions per share of realized capital gains, of dividends per
share paid from investment income and of capital gains taxes per share
reinvested in the Fund at the Fund's value in effect at the close of business on
the record date for the payment of such distributions and dividends and the date
on which provision is made for such taxes, after giving effect to such
distribution, dividends and taxes.
S&P 500 Index Performance:
The performance of the S&P 500 Index for a calculation period, expressed as a
percentage of the S&P 500 Index, at the beginning of such period will be the sum
of: (1) the change in the level of the S&P 500 Index during such period; and (2)
the value, as calculated consistent with the S&P 500 Index, of cash
distributions having an ex-dividend date during such period made by those
companies whose securities comprise the S&P 500 Index. For this purpose, cash
distributions on the securities that comprise the S&P 500 Index will be treated
as if they were reinvested in the S&P 500 Index at least as frequently as the
end of each calendar quarter following payment of the dividend.
TRUST:
NATIONWIDE MUTUAL FUNDS
By
Name: Xxxx Xxxxx
Title: President
ADVISER:
NATIONWIDE FUND ADVISORS
By:
Name: Xxxxxx Xxxxxxx
Title: SVP-COO
