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Exhibit 5b1
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this _____ day of __________,
1998, among NATIONWIDE INVESTING FOUNDATION III, an Ohio business trust (the
"Trust"), NATIONWIDE ADVISORY SERVICES, INC. (the "Adviser"), an Ohio
corporation registered under the Investment Advisers Act of 1940 (the "Advisers
Act"), and THE DREYFUS CORPORATION, a New York corporation (the "Subadviser"),
also registered under 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 (the "1940 Act");
WHEREAS, the Adviser has, pursuant to an Advisory Agreement with the Trust
dated as of ____________,1998 (the "Advisory Agreement"), been retained to act
as investment adviser for certain of the series of the Trust which are listed on
Exhibit A to this Agreement (each, a "Fund").
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to
the requirements of the 1940 Act; and
WHEREAS, the Adviser desires to retain Subadviser to assist it in the
provision of a continuous investment program for that portion of the Fund's
assets which the Adviser will assign to the Subadviser (the "Subadviser
Assets"), and Subadviser is willing to render such services subject to the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, the parties do mutually agree and promise as follows:
1. Appointment as Subadviser. The Adviser hereby retains the Subadviser to
act as investment adviser for and to manage the Subadviser Assets subject to the
supervision of the Adviser and the Board of Trustees of the Trust and subject to
the terms of this Agreement; and the Subadviser hereby accepts such employment.
In such capacity, the Subadviser shall be responsible for the investment
management of the Subadviser Assets. It is recognized that the Subadviser now
acts, and that from time to time hereafter may act, as investment adviser to one
or more other investment companies and to fiduciary or other managed accounts
and that the Adviser and the Trust have no objection to such activities.
2. Duties of Subadviser.
(a) Investments. The Subadviser is hereby authorized and directed
and hereby agrees, subject to the stated investment policies and
restrictions of the Fund as set forth in the Fund's 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
Adviser and the Fund's Board of Trustees, to purchase, hold and sell
investments for the Subadviser Assets and to monitor on a continuous basis
the performance of the Subadviser Assets. In providing these services, the
Subadviser will conduct a continual program of investment, evaluation and,
if appropriate,
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sale and reinvestment of the Subadviser Assets. The Adviser agrees to
provide the Subadviser with such assistance as may be reasonably requested
by the Subadviser in connection with its activities under this Agreement,
including, without limitation, information concerning the Fund, its funds
available, or to become available, for investment and generally as to the
conditions of the Fund's affairs.
(b) Compliance with Applicable Laws and Governing Documents. In the
performance of its duties and obligations under this Agreement, the
Subadviser shall act in conformity with the Trust's Declaration of Trust
and By-Laws and the Prospectus and with the instructions and directions
received in writing from the Adviser or 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. Notwithstanding the
foregoing, the Adviser shall remain responsible for ensuring the Fund's
overall compliance with the 1940 Act, the Code and all other applicable
federal and state laws and regulations and the Subadviser is only
obligated to comply with this subsection (b) with respect to the
Subadviser Assets.
The Adviser will provide the Subadviser with reasonable advance
notice of any change in the Fund's investment objectives, policies and
restrictions as stated in the Prospectus, and the Subadviser shall, in the
performance of its duties and obligations under this Agreement, manage the
Subadviser Assets consistent with such changes, provided the Subadviser
has received notice of the effectiveness of such changes from the Trust or
the Adviser. For purposes of this subsection, receipt of a modified
Prospectus by the Subadviser shall constitute notice of the effectiveness
of such changes. The Adviser acknowledges and agrees that the Prospectus
will at all times be in compliance with all disclosure requirements under
all applicable federal and state laws and regulations relating to the
Trust or the Fund, including, without limitation, the 1940 Act, and the
rules and regulations thereunder, and that the Subadviser shall have no
liability in connection therewith, except as to the accuracy of material
information furnished by the Subadviser to the Fund or to the Adviser
specifically for inclusion in the Prospectus. The Subadviser hereby agrees
to provide to the Adviser in a timely manner such information relating to
the Subadviser and its relationship to, and actions for, the Fund as may
be required to be contained in the Prospectus.
(c) Voting of Proxies. The Subadviser shall have the power to vote,
either in person or by proxy, all securities in which the Subadviser
Assets may be invested from time to time, and shall not be required to
seek or take instructions from the Adviser or the Fund or take any action
with respect thereto. If both the Subadviser and another entity managing
assets of the Fund have invested in the same security, the Subadviser and
such other entity will each have the power to vote its pro rata share of
the security.
(d) Agent. Subject to any other written instructions of the Adviser
or the Trust, the Subadviser is hereby appointed the Adviser's and the
Trust's agent and attorney-in-fact for the limited purposes of executing
account documentation, agreements, contracts and other documents as the
Subadviser shall be requested by brokers, dealers, counterparties and
other persons in connection with its management of the Subadviser Assets.
The Subadviser agrees to provide the Adviser and the Trust with copies of
any such agreements executed on behalf of the Adviser or the Trust.
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(e) Brokerage. The Subadviser is authorized, subject to the
supervision of the Adviser and the Trust's Board of Trustees, to establish
and maintain accounts on behalf of the Fund with, and place orders for the
purchase and sale of the Subadviser Assets with or through, such persons,
brokers or dealers ("brokers") as Subadviser may elect and negotiate
commissions to be paid on such transactions. The Subadviser shall place
all orders for the purchase and sale of Subadviser Assets for the Fund's
account with brokers selected by the Subadviser. In the selection of such
brokers and the placing of such orders, the Subadviser shall seek to
obtain for the Fund, in its opinion, the most favorable price and
execution available, except to the extent it may be permitted to pay
higher brokerage commissions for brokerage and research services, as
provided below. In using its reasonable efforts to obtain for the Fund the
most favorable price and execution available, the Subadviser, 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 or dealer in other transactions. Subject
to such policies as the Trustees may determine, or as may be mutually
agreed to by the Adviser and the Subadviser, the Subadviser 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 the Fund
to pay a broker that provides brokerage and research services to the
Subadviser an amount of commission for effecting a Fund investment
transaction that is in excess of the amount of commission that another
broker would have charged for effecting that transaction.
It is recognized that the services provided by such brokers may be
useful to the Subadviser in connection with the Subadviser's services to
other clients. On occasions when the Subadviser deems the purchase or sale
of a security to be in the best interests of the Fund as well as other
clients of the Subadviser, the Subadviser, 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
Subadviser in the manner the Subadviser considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to such
other clients. It is recognized that in some cases, this procedure may
adversely affect the price paid or received by the Fund or the size of the
position obtainable for, or disposed of by, the Fund.
(f) Securities Transactions. The Subadviser and any affiliated
person of the Subadviser will not purchase securities or other instruments
from or sell securities or other instruments to the Fund; provided,
however, the Subadviser and any affiliated person of the Subadviser may
purchase securities or other instruments from or sell securities or other
instruments to the Fund if such transaction is permissible under
applicable laws and regulations, including, without limitation, the 1940
Act and the Advisers Act and the rules and regulations promulgated
thereunder.
The Subadviser, including its Access Persons (as defined in
subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and
comply with Rule 17j-1 and the Subadviser's Code of Ethics (which shall
comply in all material respects with Rule 17j-1), as the same may be
amended from time to time. On a quarterly basis, the Subadviser will
either (i) certify to the Adviser that, to the best of its knowledge at
that time, the Subadviser and its
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Access Persons have complied with the Subadviser's Code of Ethics with
respect to the Subadviser Assets or (ii) identify any material violations
which have occurred with respect to the Subadviser Assets.
(g) Books and Records. Pursuant to the 1940 Act and the rules and
regulations promulgated thereunder, the Subadviser shall maintain separate
books and detailed records of all matters pertaining to the Subadviser
Assets (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 Fund's Books and
Records (relating to the Subadviser Assets)shall be available to the
Adviser at any time upon request and shall be available for telecopying
without delay to the Adviser during any day that the Fund is open for
business.
(h) Information Concerning Subadviser Assets and Subadviser. From
time to time as the Adviser or the Fund may reasonably request, the
Subadviser will furnish the requesting party reports on portfolio
transactions and reports on Subadviser Assets held in the portfolio, all
in such detail as the Adviser or the Fund may reasonably request. The
Subadviser will also inform the Adviser in a timely manner of material
changes in primary portfolio manager(s) responsible for Subadviser Assets
or of material changes in the control of the Subadviser. The Subadviser
will make available one or more of its officers and employees to meet with
the Trust's Board of Trustees on reasonable due notice to review the
Subadviser Assets.
The Subadviser will also provide such information or perform such
additional acts as are customarily performed by a subadviser and may be
required for the Fund or the Adviser to comply with their respective
obligations under applicable laws, including, without limitation, the
Code, the 1940 Act, the Advisers Act, the Securities Act of 1933, as
amended (the "Securities Act") and any state securities laws, and any rule
or regulation thereunder.
(i) Custody Arrangements. The Subadviser shall on each business day
provide the Adviser and the Trust's custodian such information as the
Adviser and the Trust's custodian may reasonably request relating to all
transactions concerning the Subadviser Assets.
(j) Historical Performance Information. To the extent agreed upon by
the parties, the Subadviser will provide the Trust with historical
performance information on similarly managed investment companies or for
other accounts to be included in the Prospectus, or for any other uses
permitted by applicable law.
3. Independent Contractor. In the performance of its duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund, the Trust or the Adviser in any way
or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
4. Expenses. During the term of this Agreement, Subadviser 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 the
Fund. The Subadviser 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 Subadviser shall not be
responsible for the Trust's, the Fund's or Adviser's expenses. The Trust or the
Adviser, as the case may be, shall reimburse the Subadviser for any
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expenses of the Fund or the Adviser as may be reasonably incurred by such
Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and
supply to the Trust and the Adviser reasonable records of all such expenses.
5. Compensation. For the services provided and the expenses assumed with
respect to the Fund pursuant to this Agreement, the Subadviser will be entitled
to the fee listed for each Fund on Exhibit A. Such fees will be computed daily
and payable no later than the seventh (7th) business day following the end of
each month, from the Adviser or the Trust, calculated at an annual rate based on
the Subadviser Assets' average daily net assets.
The method of determining net assets of the 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 the 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 Subadviser 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
Subadviser at any time.
6. Representations and Warranties of Subadviser. The Subadviser represents
and warrants to the Adviser and the Fund as follows:
(a) The Subadviser is registered as an investment adviser under the
Advisers Act;
(b) The Subadviser has filed a notice of exemption pursuant to Rule
4.14 under the Commodity Exchange Act (the "CEA") with the Commodity
Futures Trading Commission (the "CFTC") and the National Futures
Association ("NFA"), or is not required to file such exemption;
(c) The Subadviser is a corporation duly organized and validly
existing under the laws of the State of New York with the power to own and
possess its assets and carry on its business as it is now being conducted;
(d) The execution, delivery and performance by the Subadviser of
this Agreement are within the Subadviser's powers and have been duly
authorized by all necessary action on the part of its shareholders, and no
action by or in respect of, or filing with, any governmental body, agency
or official is required on the part of the Subadviser for the execution,
delivery and performance by the Subadviser of this Agreement, and the
execution, delivery and performance by the Subadviser of this Agreement do
not contravene or constitute a default under (i) any provision of
applicable law, rule or regulation, (ii) the Subadviser's governing
instruments, or (iii) any agreement, judgment, injunction, order, decree
or other instrument binding upon the Subadviser; and
(e) The Form ADV of the Subadviser previously provided to the
Adviser is a true and complete copy of the form as currently filed with
the SEC and the information contained therein is accurate and complete in
all material respects and does not omit to state any
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material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule
4.14 under the CEA with the CFTC and the NFA or is not required to file
such exemption;
(c) The Adviser is a corporation duly organized and validly existing
under the laws of the State of Ohio with the power to own and possess its
assets and carry on its business as it is now being conducted;
(d) 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 or directors, 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;
(e) The Form ADV of the Adviser previously provided to the
Subadviser is a true and complete copy of the form filed with the SEC and
the information contained therein 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; and
(f) The Adviser acknowledges that it received a copy of the
Subadviser's Form ADV prior to the execution of this Agreement.
8. Representations and Warranties of the Trust. The Trust represents and
warrants to the Adviser and the Subadviser as follows:
(a) The Trust is a business trust duly organized and validly
existing under the laws of the State of Ohio with the power to own and
possess its assets and carry on its business as it is now being conducted;
(b) The Trust is registered as an investment company under the 1940
Act and the Fund's shares are registered under the Securities Act of 1933;
and
(c) The execution, delivery and performance by the Trust of this
Agreement are within the Trust's powers and have been duly authorized by
all necessary action on the part of the Trust and its Board of 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 Trust for the execution,
delivery and performance by the Adviser of this Agreement, and the
execution, delivery and
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performance by the Trust of this Agreement do not contravene or constitute
a default under (i) any provision of applicable law, rule or regulation,
(ii) the Trust's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instrument binding upon the Trust.
9. Survival of Representations and Warranties; Duty to Update Information.
All representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 6, 7 and 8, respectively, 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.
10. Liability and Indemnification.
(a) Liability. In the absence of wilful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or reckless
disregard of its obligations and duties hereunder, the Subadviser, any
affiliated person of the Subadviser and each person, if any, who within
the meaning of the Securities Act controls the Subadviser ("Controlling
Persons") shall not be liable to the Adviser, the Trust or the Fund or any
of the Fund's shareholders for any error of judgment or mistake of law or
for any loss suffered by the Adviser or the Fund in connection with the
matters to which the Agreement relates, and, in the absence of wilful
misfeasance, bad faith or gross negligence on the part of the Adviser or a
reckless disregard of its duties hereunder, the Adviser, any affiliated
person of the Adviser and each of its Controlling Persons shall not be
subject to any liability to the Subadviser, 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 Subadviser
Assets.
(b) Indemnification. The Subadviser shall indemnity the Adviser and
the Trust, and their respective officers and directors and trustees, for
any liability and expenses, including reasonable attorneys' fees, which
may be sustained as a result of the Subadviser's wilful misfeasance, bad
faith, or gross negligence in the performance of its duties, or reckless
disregard of its duties hereunder. Notwithstanding any other provision in
this Agreement, the Subadviser will indemnity the Adviser and the Trust,
and their respective Affiliated Persons and Controlling Persons for any
liability and expenses, including reasonable attorneys' fees, to which
they may be subjected as a result of the Subadviser providing inaccurate
historical performance calculations concerning the Subadviser's composite
account data or historical performance information on similarly managed
investment companies or accounts, except that the Adviser and the Trust
and their respective affiliated persons and Controlling Persons shall not
be indemnified for any liability or expense resulting from their
negligence or willful misconduct in using such information.
The Adviser shall indemnify the Subadviser, its affiliated persons, its
Controlling Persons and its officers and directors, for any liability and
expenses, including attorneys fees, which may be sustained as a result of
the Adviser's wilful 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 or
the CEA.
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11. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall
continue until ______________, 2000 and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by the Trust's Board of Trustees
or vote of the lesser of (a) 67% of the shares of the 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 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:
(i) By vote of a majority of the Trust's Board of Trustees, or
by vote of a majority of the outstanding voting securities of the
Fund, or by the Adviser, in each case, upon at least sixty (60)
days' written notice to the Subadviser;
(ii) By any party hereto immediately upon written notice to
the other parties in the event of a material breach of any provision
of this Agreement by any of the other parties; or
(iii) By the Subadviser upon at least 120 days' written notice
to the Adviser and the Trust.
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 or upon
the termination of the Advisory Agreement.
12. Duties of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement. Nothing contained in this Agreement shall
obligate the Adviser to provide any funding or other support for the purpose of
directly or indirectly promoting investments in the Fund.
13. Reference to Subadviser. Neither the Adviser nor any Affiliate or
agent of it shall make reference to or use the name of Subadviser or any of its
Affiliates, or any of their clients, except references concerning the identity
of and services provided by Subadviser to the Fund, which references shall not
differ in substance from those included in the Fund's Prospectus and this
Agreement, in any advertising or promotional materials without the prior
approval of Subadviser, which approval shall not be unreasonably withheld or
delayed. The Adviser hereby agrees to make all reasonable efforts to cause the
Fund and any Affiliate thereof to satisfy the foregoing obligation.
14. Amendment. This Agreement may be amended by mutual consent of the
parties, provided that the terms of any material amendment shall be approved by:
a)- the Trust's Board of Trustees or by a vote of a majority of the outstanding
voting securities of the Fund (as required by the 0000 Xxx) and b) the vote of a
majority of those Trustees of the Trust who are not "interested
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persons" of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval, if such approval is required by
applicable law.
15. Confidentiality. Subject to the duties of the Adviser, the Fund and
the Subadviser 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 the Fund and the actions of
the Subadviser, the Adviser and the Fund in respect thereof.
16. 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 Subadviser:
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(b) If to the Adviser:
Nationwide Advisory Services, Inc.
Three Xxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000
(c) If to the Trust:
Nationwide Investing Foundation III
Three Xxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Xx.
Facsimile: (000)000-0000
17. Jurisdiction. This Agreement shall be governed by and construed to be
in accordance with substantive laws of the State of Ohio 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.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which shall
together constitute one and the same instrument.
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19. Certain Definitions. For the purposes of this Agreement and except as
otherwise provided herein, "interested person," "affiliated person," and
"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.
20. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
21. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first written above.
TRUST
NATIONWIDE INVESTING FOUNDATION III
By:
Name:
Title:
ADVISER
NATIONWIDE ADVISORY SERVICES, INC.
By:
Name:
Title:
SUBADVISER
THE DREYFUS CORPORATION
By:
Name:
Title:
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EXHIBIT A
SUBADVISORY AGREEMENT
BETWEEN NATIONWIDE INVESTING FOUNDATION III,
NATIONWIDE ADVISORY SERVICES, INC.
and THE DREYFUS CORPORATION
Effective October 31, 1997
Funds of the Trust Advisory Fees
------------------ -------------
Nationwide S&P 500 Index Fund 0.07% on Subadviser Assets up to
$250 million
0.06% for Subadviser Assets of
$250 million and more, but less
than $500 million
0.05% for Subadviser Assets of
$500 million and more but less
than $1 billion
0.04% for Subadviser Assets of
$1 billion and more
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