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Exhibit(d)(4)(f)
SUBADVISORY AGREEMENT
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THIS AGREEMENT is made and entered into as of this _____ day of
September, 1999, among NATIONWIDE SEPARATE ACCOUNT TRUST, a Massachusetts
business trust (the "Trust"), VILLANOVA MUTUAL FUND CAPITAL TRUST (the
"Adviser"), a Delaware business trust registered under the Investment Advisers
Act of 1940 (the "Advisers Act"), and THE DREYFUS CORPORATION, a New York
corporation (the "Subadviser"), also registered under the Advisers Act.
WITNESSETH:
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 May 9,1998 (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 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 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 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,
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sale and reinvestment of the 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 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 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 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 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.
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(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 shall place all orders for the purchase and sale of
Subadviser Assets 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.
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 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, to the best of its knowledge at
that time, the Subadviser
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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 SUBADVISER ASSETS 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 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 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 Subadviser Assets.
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 may reasonably
request 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
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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. 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 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 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 ("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 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
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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 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 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
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(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 Trust 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, 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 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 wilful 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 Subadviser Assets.
(b) INDEMNIFICATION. The Subadviser shall indemnity 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
wilful misfeasance, bad faith, or gross negligence in the performance
of its duties, or reckless disregard of its duties hereunder.
Notwithstanding any other provision in this Agreement, the Subadviser
will indemnity the Adviser and the Trust, and their respective
Affiliated Persons 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 affiliated persons 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 affiliated persons, 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 wilful misfeasance, bad faith, gross negligence, reckless
disregard of its duties hereunder or violation of applicable law,
including, without
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limitation, the federal and state securities laws or the CEA.
11. DURATION AND TERMINATION.
(a) DURATION. Unless sooner terminated, this Agreement shall
continue until ______________, 2001 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 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 at least 120 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 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
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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 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:
(a) If to the Subadviser:
The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
(b) If to the Adviser:
Villanova Mutual Fund Capital Trust
Attention:
Facsimile:
(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
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 and except
as otherwise provided herein, "interested person," "affiliated person," and
"assignment" shall have their respective
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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 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 Accoutn 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 as
of the day and year first written above.
NATIONWIDE SEPARATE ACCOUNT TRUST
By: ______________________________
Title: ___________________________
ADVISER
VILLANOVA MUTUAL FUND CAPITAL TRUST
By: ______________________________
Title: ___________________________
SUBADVISER
THE DREYFUS CORPORATION
By: ______________________________
Title: ___________________________
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EXHIBIT A
SUBADVISORY AGREEMENT
BETWEEN NATIONWIDE SEPARATE ACCOUNT TRUST,
VILLANOVA MUTUAL FUND CAPITAL TRUST
AND THE DREYFUS CORPORATION
FUNDS OF THE TRUST ADVISORY FEES
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Nationwide Mid Cap Index Fund 0.10% on Subadviser Assets up to
$250 million
0.09% for Subadviser Assets of $250 million
and more, but less than $500 million
0.08% for Subadviser Assets of $500 million
and more but less than $750 million
0.07% for Subadviser Assets of $750 million
and more but less than $1 billion
0.05% for Subadviser Assets of $1 billion
and more
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