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EXHIBIT (d)(3)(a)
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SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 20th day of October, 1995 among
NATIONWIDE SEPARATE ACCOUNT TRUST, a Massachusetts business trust (the "Trust"),
on behalf of the Nationwide Small Company Fund (the "Fund"), NATIONWIDE
FINANCIAL SERVICES, INC. (the "Adviser"), an Ohio corporation registered under
the Investment Advisers Act of 1940 (the "Advisers Act"), and THE DREYFUS
CORPORATION (the "Subadviser"), a New York corporation also registered under the
Advisers Act.
WITNESSETH:
WHEREAS, the Trust, a Massachusetts business trust (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 20, 1995 (the "Advisory Agreement"), been retained to act as
investment adviser for the Fund, one of the Trust's portfolios;
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 current prospectus
and statement of additional information as currently in effect and as
supplemented or amended from time to time (collectively referred to
hereinafter as the "Prospectus") and subject to the directions of the
Adviser and the Fund'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 Subadviser Assets. The Adviser agrees to
provide to 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.
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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 the
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 Fund Investments 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 assets of the Fund. 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 Fund Investments 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 Fund 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, 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.
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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
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, to the best of its
knowledge at that time, 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 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 Fund Investments 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 Fund Investments 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 Fund Investments.
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 Tray reasonably request relating to
all transactions concerning the Fund Investments.
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 or the Adviser in any way or
otherwise be deemed an agent of the Fund 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
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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 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 a fee, 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 the annual rate of .60% of 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, 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 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 National Futures Association 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,
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
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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 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 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 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 willful 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 willful 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 Fund
Investments.
b. Indemnification. The Subadviser shall indemnify 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 willful
misfeasance, bad faith, or gross negligence in the performance of its
duties, or reckless disregard of its duties hereunder. The Adviser
shall indemnify the Subadviser, its affiliates, 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 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.
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11. Duration and Termination.
a. Duration. Unless sooner terminated, this Agreement shall continue
until October 20, 1997 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 1940 Act) 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 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 120 days written notice to the Adviser and
the Trust.
This Agreement shall not be assigned (as such term is defined in the 1940
Act) 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 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 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:
If to the Subadviser:
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
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If to the Adviser:
Nationwide Financial Services, Inc.
One Nationwide Xxxxx, 00-X
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000
If to the Trust:
Nationwide Separate Account Trust
One Nationwide Xxxxx, 00-X
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 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.
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, "interested
person," "affiliated person,""assignment" shall have their respective
meanings as set forth in the 1940 Act, subject, however, to such exemptions
as may be granted by the SEC.
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 Separate Account True 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
TRUST
NATIONWIDE SEPARATE ACCOUNT TRUST
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Treasurer
ADVISER
NATIONWIDE FINANCIAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Vice President
SUBADVISER
THE DREYFUS CORPORATION
By: /s/ Xxxx X. Xxxxxx
Name: Xxx, X. Xxxxxx
Title: Secretary
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