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EXHIBIT (5)(g)(ii)
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 31st day of October, 1997
among NATIONWIDE SEPARATE ACCOUNT TRUST, a Massachusetts 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 Strong Capital Management, Inc., a Wisconsin corporation (the
"Subadviser"), also registered under the Advisers Act.
W I T N E S S E T H :
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 October 31, 1997 (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 each 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 each Fund as set forth in
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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 ("Fund
Investments") and to monitor on a continuous basis the performance of such
Fund Investments. 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 each 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"), and all other applicable
federal and state laws and regulations. Notwithstanding the foregoing, the
Adviser shall remain responsible for ensuring the each 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 a 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
Fund Investments 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 a 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 a 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, a 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
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assets of a 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.
(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, 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 a 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 a 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 a Fund to pay a broker
that provides brokerage and research services (within the meaning of
Section 29(e) of the Securities Exchange Act of 1934) 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 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 or dealer viewed in terms of either that particular transaction or
the overall responsibility of the Subadviser 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 Subadviser in connection with the Subadviser's services to
other clients. On occasions when
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the Subadviser deems the purchase or sale of a security to be in the best
interests of a 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 a Fund; provided, however,
the Subadviser may purchase securities or other instruments from or sell
securities or other instruments a 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 its 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 the Subadviser Assets (the
"Fund'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 Fund's Records (relating
to the Subadviser Assets) shall be available to the Adviser at any time
upon reasonable request during normal business hours and shall be
available for telecopying without unreasonable delay to the Adviser during
any day that a Fund is open for business.
(h) Information Concerning Fund Investments and Subadviser. From
time to time as the Adviser or a Fund may request, the Subadviser will
furnish the requesting party reports on portfolio transactions and reports
on Fund Investments held in the portfolio, all in such detail as the
Adviser or each 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 executive
officers 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 Fund Investments.
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The Subadviser will also provide such information or perform such
additional acts as are customarily performed by a subadviser and may be
required for a 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 Fund Investments.
(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 a Fund, the Trust or the Adviser in any way or
otherwise be deemed an agent of a 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 a
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, a Fund's or Adviser's expenses. The Trust or the
Adviser, as the case may be, shall reimburse the Subadviser for any expenses of
a Fund or the Adviser as may be reasonably incurred by such Subadviser on behalf
of such 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 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 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.
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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 Wisconsin 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 corporate action, 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 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 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;
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(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;
(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 business trust duly organized and validly
existing under the laws of the Commonwealth of Massachusetts 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 each Fund's shares are registered under the Securities Act; 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 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.
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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 wilful misfeasance, bad faith or
gross negligence on the part of the Subadviser or any investment adviser
to which the Subadviser delegates certain of its responsibilities
hereunder (each a "Sub-Subadviser"), or a reckless disregard of its duties
hereunder, the Subadviser, each of its affiliates, including any
Sub-Subadviser and all respective partners, officers, directors 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
wilful 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 Fund Investments; 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 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. Notwithstanding any other provision
in this Agreement, 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 their reliance upon and use of the
historical performance calculations provided by the Subadviser 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 a loss 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
wilful misfeasance, bad faith, gross negligence, reckless
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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 October 31, 1999, 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 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 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 and any Affiliates to the Fund, which
references shall not differ in substance from those included in the Fund's
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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 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 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:
Strong Capital Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Facsimile: 000-000-0000
With a copy to:
Attention: Xxxxxx Xxxxx
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
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(c) If to the Trust:
Nationwide Separate Account Trust
Three Xxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000
16. Jurisdiction. This Agreement shall be governed by and construed to be
consistent with the Advisory Agreement and in accordance with substantive laws
of the Commonwealth of Massachusetts 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.
17. 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.
18. 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.
19. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
20. 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.
21. Nationwide Separate Account Trust and its Trustees. The terms
"Nationwide Separate Account Trust" and the "Trustees of Nationwide Separate
Account Trust" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust dated as of June 30, 1981, as has been or may be amended
from time to time, and to which reference is hereby made and a copy of which is
on file at the office of the Secretary of State of The Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of the Trust entered into
in the name or on behalf thereof by any of Nationwide Separate Account Trust's
Trustees, representatives, or agents are not made individually, but only in
their capacities with respect to Nationwide Separate Account Trust. Such
obligations are not binding upon any of the Trustees, shareholders, or
representatives of the Trust personally, but bind only the assets of the Trust.
All persons dealing with any series of Shares of the Trust must look solely to
the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
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22. Clone Fund. Except for the restrictions necessary to comply with
Section 817(h) of the Internal Revenue Code of 1986, as amended, and Treasury
Regulations Section 1.817-5 (including any successor thereto, the "Tax
Restrictions"), the Adviser and Subadviser agree that the investment objectives
of the Nationwide Strategic Value Fund are identical to, and that investment
policies, restrictions and limitations of the Fund are no more restrictive or
limiting than, those contained in the current prospectus and statement of
additional information of the Strong Xxxxxxx Value Fund, Inc. (the "Value
Fund"), and that the investment objective of the Nationwide Strategic Growth
Fund is identical to, and that investments policies, restrictions and
limitations of the Fund are no more restrictive or limiting than, those
contained in the current prospectus and statement of additional information of
the Strong Growth Fund, a series of the Strong Equity Funds, Inc. (the "Growth
Fund")(the Value Fund and the Growth Fund hereinafter each referred to as a
"Strong Fund"). Except to the extent of the Tax Restrictions, to the extent
necessary to comply with any federal securities law requirements and to the
extent that the parties hereto may otherwise agree in writing, Adviser shall
take all steps reasonably necessary to cause each Fund to file such amendment,
supplements and stickers to its Prospectus, Statement of Additional Information
and other governing instruments and regulatory filings as are necessary to
ensure that the investment policies, restrictions and limitations applicable to
each Fund are at all times no more restrictive than those contained in the
prospectus and statement of additional information , as the same may be amended
or supplemented from time to time, of the applicable Strong Fund, provided that
the Subadviser shall have afforded the Adviser sufficient notice of such changes
to the Strong Fund so as to enable corresponding changes to be timely made with
regard to the Fund's investment objectives, policies, restrictions and
limitations. Adviser shall not permit the investment objective of a Fund to
change without the prior written consent of the Subadviser unless such change is
in response to a change made to the applicable Strong Fund and then, only to the
extent necessary to make the investment objective of a Fund substantially
identical to that of the applicable Strong Fund.
23. Appointment of Sub-Subadviser. To the extent permitted by the 1940
Act, Subadviser may appoint such Sub-Subadvisers to advise the Subadviser Assets
and to carry out Subadviser's obligations hereunder as Subadviser may deem
appropriate, provided that Subadviser shall remain liable pursuant to this
Agreement for the actions of said Sub-Subadvisers. Each Sub-Subadviser shall
have such investment discretion and shall make all determinations with respect
to the investment of the Subadviser Assets as shall be assigned to a
Sub-Subadviser. A Sub-Subadviser shall also make all determinations with respect
to the purchase and sale of portfolio securities for the Fund and shall take
such steps as may be necessary to implement its decisions. A Sub-Subadviser
shall have all rights, powers and obligations granted to or imposed on the
Subadviser to the extent that the Sub-Subadviser agrees to take on investment
management services for a Fund.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
TRUST
NATIONWIDE SEPARATE ACCOUNT TRUST
By:__________________________________
Name:
Title:
ADVISER
NATIONWIDE ADVISORY SERVICES, INC.
By:__________________________________
Name:
Title:
SUBADVISER
STRONG CAPITAL MANAGEMENT, INC.
By:__________________________________
Name:
Title:
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EXHIBIT A
SUBADVISORY AGREEMENT
BETWEEN NATIONWIDE SEPARATE
ACCOUNT TRUST, NATIONWIDE ADVISORY
SERVICES, INC. and STRONG CAPITAL MANAGEMENT, INC.
Effective October 31, 1997
Funds of the Trust Advisory Fees (applicable for each Fund)
------------------ ----------------------------------------
Nationwide Strategic Growth Fund and 0.50% on Subadviser Assets
Nationwide Strategic Value Fund up to $500 million
0.45% for Subadviser Assets
of $500 million and more
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