Exhibit No. EX-23.d.3.g
FORM OF SUBADVISORY AGREEMENT
THIS SUBADVISORY AGREEMENT ("Agreement") is made and entered into as of the
__ day of ___, 2007, among NATIONWIDE MUTUAL FUNDS (the "Trust"), a Delaware
statutory trust, NATIONWIDE FUND ADVISORS (the "Adviser"), a Delaware business
trust registered under the Investment Advisers Act of 1940 (the "Advisers Act"),
and DIMENSIONAL FUND ADVISORS LP, a ______ limited partnership (the
"Subadviser"), and also registered under the Advisers Act.
W I T N E S S E T H:
WHEREAS, the Trust is registered with the U.S. 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 Adviser has, pursuant to an Investment Advisory Agreement with
the Trust dated as of [________], 2007 (the "Advisory Agreement"), been retained
to act as investment adviser for the Nationwide U.S. Small Cap Value Fund (the
"Fund"), a series of the Trust;
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 Trust'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 that 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 Trust'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,
sale and reinvestment of the Fund's 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 Prospectus and the Trust's
Agreement and Declaration of Trust and By-Laws as currently in effect and,
as soon as practical after the Trust, the Fund or the Adviser notifies the
Subadviser thereof, as supplemented, amended and/or restated from time to
time (referred to hereinafter as the "Declaration of Trust" and "By-Laws,"
respectively) 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"), 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 prompt notice of the effectiveness of such changes from the Trust
or the Adviser. In addition to such notice, the Adviser shall provide to
the Subadviser a copy of a modified Prospectus reflecting 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 or in the Trust's registration statement on
Form N-1 A.
(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.
The Subadviser will establish a written procedure for proxy voting in
compliance with current applicable rules and regulations, including but not
limited to Rule 30b1-4 under the 1940 Act. The Subadviser will provide the
Adviser or its designee, a copy of such procedure and establish a process
for the timely distribution of the Subadviser's voting record with respect
to the Fund's securities and other information necessary for the Fund to
complete information required by Form N-1A under the 1940 Act and the
Securities Act of 1933, as amended (the "Securities Act"), Form N-PX under
the 1940 Act, and Form N-CSR under the Xxxxxxxx-Xxxxx Act of 2002, as
amended, respectively.
(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.
(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 (collectively, "Broker(s)") as Subadviser may elect and
negotiate commissions to be paid on such transactions. The Subadviser,
however, is not required to obtain the consent of the Adviser or the
Trust's Board of Trustees prior to establishing any such brokerage account.
The Subadviser shall place all orders for the purchase and sale of
portfolio investments 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 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 such Fund's best interests at all times, shall consider all factors it
deems relevant, including price, the size of the transaction, the breadth
and nature of the market for the security, the difficulty of the execution,
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,
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 (within the meaning of Section 28(e) of the Securities Exchange
Act of 1934) to the Subadviser an amount of commission for effecting the
Fund 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 Subadviser determines in good faith that such commission
was reasonable in relation to the value of the brokerage and research
services provided by such Broker viewed in terms of either that particular
transaction or the overall responsibility of the Subadviser and its
affiliates with respect to the accounts as to which it and its affiliates
exercise investment discretion.
It is recognized that the services provided by such Brokers may be
useful to the Subadviser in connection with the Subadviser's and its
affiliates' 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 and its affiliates, 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 or orders, 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 the Subadviser and its Access Persons have complied with the
Subadviser's Code of Ethics with respect to the Subadviser Assets or (ii)
identify any violations which have occurred with respect to the Subadviser
Assets.
(g) Books and Records. The Subadviser shall maintain separate detailed
records of all matters pertaining to management of the Trust (the
"Subadviser's Records") including, without limitation, brokerage and other
records of all securities transactions. The Subadviser acknowledges that
the Fund's records are property of the Trust. The Subadviser's Records
shall be available to the Adviser at any time upon reasonable request
during normal business hours and shall be available for telecopying without
delay to the Adviser during any day that the Fund is open for business. The
Subadviser shall not be responsible for the provision of administrative,
bookkeeping or accounting services to the Trust. The Adviser hereby
acknowledges that the Subadviser is not responsible for pricing portfolio
securities, and that the Adviser, the Trust and the Subadviser will rely on
the pricing agent chosen by the Board of Trustees for the prices of
securities; provided, however, that to the extent that such pricing agents
are unable to provide prices for certain securities, the Subadviser will
assist the Adviser in obtaining a price for such securities.
(h) Information Concerning Subadviser Assets and Subadviser. From time
to time as the Adviser or the Fund may 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 portfolio managers
responsible for Subadviser Assets, any changes in the ownership or
management of the Subadviser, or of material changes in the control of the
Subadviser. Upon reasonable request, the Subadviser will make available its
officers and employees to meet with the Trust's Board of Trustees to review
the Subadviser Assets.
The Subadviser will maintain compliance procedures for the Fund that
it believes is adequate to ensure the Fund's compliance, and will provide
such information as 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 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 in such form as
may be mutually agreed upon 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, including any
extraordinary and non-recurring expenses. The Trust or the Adviser, as the case
may be, shall reimburse the Subadviser for any expenses of the Fund or the
Adviser as may be reasonably incurred by such Subadviser on behalf of such Fund
or the Adviser, including any extraordinary and non-recurring expenses. 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 the 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 asset value of the Subadviser Assets for
purposes hereof shall be the same as the method of determining net asset value
for purposes of establishing the offering and redemption price of the shares of
the Trust 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.
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, as amended (the "CEA"), with the
Commodity Futures Trading Commission (the "CFTC") and the National Futures
Association (the "NFA"), or is not required to file such exemption;
(c) The Subadviser is a limited partnership, duly organized and
validly existing 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;
(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 General Partner, 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;
(e) The Form ADV of the Subadviser provided to the Adviser 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 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. In addition, the Subadviser agrees to promptly
provide the Trust with updates of its Form ADV.
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 business trust duly organized and validly
existing 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;
(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 provided to the Subadviser and 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 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;
(f) The Adviser acknowledges that it received a copy of the
Subadviser's Form ADV prior to the execution of this Agreement; and
(g) The Adviser and the Trust have duly entered into the Advisory
Agreement pursuant to which the Trust authorized the Adviser to enter into
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 statutory trust duly formed and validly existing
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;
(b) The Trust is registered as an investment company under the 1940
Act and the Fund's shares are registered under the Securities Act;
(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 o f; 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 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; and
(d) The Trust acknowledges that it received a copy of the Subadviser's
Form ADV prior to execution of this Agreement.
9. Survival of Representations and Warranties; Duty to Update Information.
All representations and warranties made by the Subadviser, the Adviser and the
Trust 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 willful misfeasance, bad faith or
gross negligence on the part of the Subadviser or a reckless disregard of
its duties hereunder, the Subadviser, each of its affiliates and all
respective members, officers, directors, managers and employees
("Affiliates") and each person, if any, who within the meaning of the
Securities Act controls the Subadviser ("Controlling Persons") shall not be
subject to any expenses or liability to the Adviser, the Trust or the Fund
or any of the Fund's shareholders. 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, any of its Affiliates and
each of the Adviser's Controlling Persons, if any, 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; provided,
however, that nothing herein shall relieve the Adviser and the Subadviser
from any of their obligations under applicable law, including, without
limitation, the federal and state securities laws and the CEA.
(b) Indemnification. The Subadviser shall indemnify the Adviser and
the Trust, and their respective Affiliates and Controlling Persons for any
liability and expenses, including reasonable attorneys' fees, which the
Adviser and the Trust and their respective Affiliates and Controlling
Persons may sustain as a result of the Subadviser'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 or the CEA. Subject to the above standard of care,
the Subadviser will indemnify the Adviser and the Trust, and their
respective Affiliates 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 Affiliates 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 Affiliates and its
Controlling Persons, for any liability and expenses, including reasonable
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 or the CEA.
11. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall continue
until May 1, 2009, 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 the Fund, 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
(as defined in the 1940 Act), or by the Adviser, in each case, upon at
least 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 breach of any provision of this
Agreement by either of the other parties; or
(iii) By the Subadviser upon at least 60 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 the Adviser 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 1940 Act), and (b) the vote of
a majority of those Trustees of the Trust who are not "interested 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 Funds 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 Funds and the actions of
the Subadviser, the Adviser and the Funds 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 parties, 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:
Dimensional Fund Advisors LP
0000 Xxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attn:
Facsimile:
(b) If to the Adviser:
Nationwide Fund Advisors
0000 Xxxxx Xxxx - Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Legal Department
Facsimile: (000) 000-0000
(c) If to the Trust:
Nationwide Mutual Funds
0000 Xxxxx Xxxx - Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Legal Department
Facsimile: (000) 000-0000
17. Jurisdiction. This Agreement shall be governed by and construed to be
consistent with the Advisory Agreement and 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.
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.
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.
22. 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 the Amended and Restated Declaration of Trust
made and dated as of September 30, 2004, as has been or may be amended from time
to time, and to which reference is hereby made.
23. In connection with securities transactions for a Fund, the Subadviser
that is (or whose affiliated person is) entering into the transaction, and any
other investment manager that is advising an affiliate of the Fund (or portion
of the Fund) (collectively, the "Managers" for the purposes of this Exhibit)
entering into the transaction are prohibited from consulting with each other
concerning transactions for the Fund in securities or other assets and, if both
Managers are responsible for providing investment advice to the Fund, the
Manager's responsibility in providing advice is expressly limited to a discrete
portion of the Fund's portfolio that it manages.
This prohibition does not apply to communications by the Adviser in
connection with the Adviser's (i) overall supervisory responsibility for the
general management and investment of the Fund's assets; (ii) determination of
the allocation of assets among the Manager(s), if any; and (iii) investment
discretion with respect to the investment of Fund assets not otherwise assigned
to a Manager.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
TRUST
NATIONWIDE MUTUAL FUNDS
By:
Name:
Title:
ADVISER
NATIONWIDE FUND ADVISORS
By:
Name:
Title:
SUBADVISER
DIMENSIONAL FUND ADVISORS LP
By:
Name:
Title:
EXHIBIT A
SUBADVISORY AGREEMENT
BY AND AMONG
NATIONWIDE MUTUAL FUNDS,
NATIONWIDE FUND ADVISORS
and
DIMENSIONAL FUND ADVISORS LP
Effective ____, 200_*
-------------------------------------------------- -----------------------------------------
Funds of the Trust Advisory Fees
-------------------------------------------------- -----------------------------------------
Nationwide U.S. Small Cap Value Fund
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
-------------------------------------------------- -----------------------------------------
*As most recently approved at the ______, 200_ Board meeting.
