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Exhibit (d)(1)(b)
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
EFFECTIVE AS OF September 1, 1999
This AMENDMENT is made part of the INVESTMENT ADVISORY AGREEMENT (the
"Agreement") dated as of May 9, 1998, as amended, among Nationwide Mutual Funds
(formerly, Nationwide Investing Foundation III) (the "Trust") and Nationwide
Advisory Services, Inc., an Ohio corporation (the "Adviser") and is consented to
by Villanova Mutual Fund Capital Trust, a Delaware business trust ("Villanova
MF").
WHEREAS, the Adviser wishes to transfer its mutual fund investment advisory
business to Villanova MF and is asking the Trust to agree to amend the Agreement
so that Adviser's rights and responsibilities are transferred to Villanova MF
(the "Transfer");
WHEREAS, the Trust is registered with the Securities and Exchange Commission as
an investment company under the Investment Company Act of 1940 (the "1940 Act");
WHEREAS, Villanova MF is wholly owned by Villanova Capital, Inc., a Delaware
corporation, under the majority ownership of Nationwide Financial Services,
Inc., a Delaware corporation which through its wholly owned subsidiary,
Nationwide Life Insurance Corporation, wholly owns the Adviser, and thus
Villanova MF and the Adviser are under common control;
WHEREAS, all of the persons who will serve as the directors of Villanova
Capital, Inc. immediately after the Transfer are persons who have served as
directors of the Adviser prior to the Transfer;
WHEREAS, substantially all of the persons who will serve as officers of
Villanova MF immediately after the Transfer are persons who have served as
officers of the Adviser prior to the Transfer;
WHEREAS, the personnel who perform the services required of the Adviser under
the Agreement will continue to perform the same services after the Transfer;
WHEREAS, with respect to the services provided under the Agreement, the business
and operations of Villanova MF after the Transfer will be substantially the same
as the business and operations of the Adviser prior to the Transfer;
WHEREAS, the Transfer will not result in any reduction in the nature or quality
of the services which have been provided under the Agreement by the Adviser;
WHEREAS, the Transfer in and of itself will not result in a change in the fees
or reimbursements required to be paid under the Agreement;
WHEREAS, in view of the foregoing, the Transfer should not constitute an
assignment of the Agreement within the meaning of the 1940 Act; and
WHEREAS, the Trust's Board of Trustees has approved this amendment to the
Agreement pursuant to Section 10 of the Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants set forth
herein, the parties hereby agree as follows:
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1. Effective September 1, 1999 (the "Effective Date"), the Adviser will
transfer to Villanova MF all of its rights and responsibilities under the
Agreement.
2. On the Effective Date, Villanova MF will assume such rights and
responsibilities of the Adviser, subject to the terms of the Agreement.
3. On the Effective Date, Adviser shall be relieved of all of its rights and
responsibilities under the Agreement.
4. All other provisions of the Agreement shall remain in full force and
effect.
5. The Trust represents and warrants that it possesses the requisite power and
authority to enter into and perform its obligations under this amendment.
6. The Adviser represents and warrants that it possesses the requisite power
and authority to enter into and perform its obligations under this
amendment.
7. Villanova MF represents and warrants that it possesses the requisite power
and authority to enter into and perform its obligations under this
amendment, and that it is registered with the U.S. Securities and Exchange
Commission as an investment adviser pursuant to the Investment Advisers Act
of 1940.
8. The Adviser and Villanova MF together represent and warrant that the
transfer of the Agreement will not constitute an assignment of the
Agreement within the meaning of the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Agreement to be duly executed as of the day and year first written above.
NATIONWIDE ADVISORY SERVICES, INC. NATIONWIDE MUTUAL FUNDS
By: By:
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Title: Title:
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Agreed and Consented to by:
VILLANOVA MUTUAL FUND CAPITAL TRUST
By:
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Title:
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