Exhibit 23(d)(2)(c)
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AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
EFFECTIVE AS OF MARCH 5, 2001
This AMENDMENT is made part of the INVESTMENT ADVISORY AGREEMENT (the
"Agreement") dated as of May 1, 1999, as amended, among Nationwide Mutual Funds
(the "Trust") and Union Bond & Trust Company, an Oregon trust company (the
"Adviser") pursuant to which the Adviser provides investment advisory services
to the Trust on behalf of the Nationwide Xxxxxx Capital Accumulation Fund and
the Nationwide Xxxxxx Enhanced Income Fund (the "Funds") and is consented to by
Xxxxxx Capital Management, Inc. ("MCM").
WHEREAS, the Adviser wishes to transfer the Agreement to MCM and is asking the
Trust to agree to amend the Agreement so that Adviser's rights and
responsibilities are transferred to MCM (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, MCM is wholly owned by Xxxxxx Financial Services, Inc., an Oregon
corporation, which also wholly owns the Adviser, and thus MCM and the Adviser
are under common control;
WHEREAS, substantially all of the persons who will serve as the directors and/or
officers of MCM immediately after the Transfer are persons who have served as
directors and/or 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, 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 will not result in a change in the fees required to be
paid under the Agreement;
WHEREAS, in view of the foregoing, the Transfer will not constitute an
assignment of the Agreement within the meaning of the 1940 Act; and
WHEREAS, the Trust's Board of Trustees, including a majority of those Trustees
who are not "interested persons" of the Trust, the Adviser or MCM as defined in
Section 2(a)(19) of the 1940 Act, 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:
1. Effective March 5, 2001 (the "Effective Date"), the Adviser will transfer
to MCM all of its rights and responsibilities under the Agreement.
2. On the Effective Date, MCM 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. MCM represents and warrants that it possesses the requisite power and
authority to enter into and perform its obligations under this amendment.
8. The Adviser and MCM 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.
UNION BOND & TRUST COMPANY NATIONWIDE MUTUAL FUNDS
By: /s/ Xxxxx XxXxxxx By: /s/ Xxxxx X. Xxxxxxxx
Title: Assistant General Manager Title: Secretary
Agreed and Consented to by:
XXXXXX CAPITAL MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxx
Title: Managing Director
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