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EXHIBIT (D)(4)(A)
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SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 1st day of May, 1999, 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, as amended (the "Advisers
Act"), and Xxxxxxxxx Xxxxxx, LLC, a Delaware Limited Liability Company (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 November 1, 1997 ("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 Trust's
assets which the Adviser will assign to the Subadviser (the "Subadviser
Assets"), and the 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 and certain of its affiliates now act, 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 a Fund as set forth in the Funds' 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 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, 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 the Subadviser's activities under this Agreement,
including, without limitation, information concerning the Funds, their
funds available, or to become available, for investment and generally
as to the conditions of the Subadviser Assets.
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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, but only to the extent the
Subadviser receives copies of such documents, 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 each Fund's overall compliance with
the 1940 Act and the Code 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 a copy of the minutes of
the meetings of the Board of Trustees of the Trust to the extent they
may affect the Funds or the duties of the Subadviser, and with copies
of any financial statements or reports made by the Funds to their
shareholders, and any further materials or information which the
Subadviser may reasonably request to enable it to perform its
functions under this Agreement.
The Adviser will also provide the Subadviser with reasonable advance
notice of any change in 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 Subadviser Assets 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 represents,
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
Funds, 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 Trust 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 Trust as may be required to be contained in the
Prospectus or in the Trust's registration statement on Form N-1A.
(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, a Fund or the Trust or take any
action with respect thereto. If both the Subadviser and another entity
managing assets of a Fund have invested in the same security, the
Subadviser and such other entity will each have the power to vote in
its sole discretion 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 opening
accounts and 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 a Fund with, and place orders for the
purchase and sale of the Subadviser Assets with or through, such
persons, brokers (including, to the extent permitted by applicable
law, any broker affiliated with the Subadviser) or dealers ("brokers")
as the 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 each 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 the best interests of each Fund 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
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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 28(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 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
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 each Fund
and to such other clients. It is recognized that in some cases, this
procedure may adversely affect the price paid or received by a Fund or
the size of the position obtainable for, or disposed of by, a 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 and any affiliated person of the Subadviser may
purchase securities or other instruments from or sell securities or
other instruments to 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 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 the Subadviser and its Access
Persons have complied in all material respects 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. The Subadviser shall maintain separate detailed
records of all matters pertaining to the Subadviser Assets as required
under applicable law (the "Subadviser Records"), including, without
limitation, brokerage and other records of all securities
transactions. The Subadviser acknowledges that the Subadviser Records
are property of the Trust. The Subadviser 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 prompt telecopying to the Adviser during any day that a Fund is
open for business. The Subadviser shall have no responsibility for
maintaining Fund or Trust records except insofar as is directly
related to the services provided by the Subadviser to the Fund
pursuant to the Agreement.
(h) Information Concerning Subadviser Assets and Subadviser. From time to
time as the Adviser or the Trust may 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 Trust 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 material
changes in the ownership or management 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 Subadviser
Assets.
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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 the Trust or the Adviser to comply with their
respective obligations under applicable laws, including, without
limitation, the Code, the 1940 Act, the Advisers Act, and the
Securities Act of 1933, as amended (the "Securities Act"), 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.
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 Trust or the Adviser in any way or
otherwise be deemed an agent of 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 each 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, which shall include, but not be limited to,
organizational and offering expenses (which include out-of-pocket expenses,
but not overhead or employee costs of the Subadviser); expenses for legal,
accounting and auditing services; taxes and governmental fees; dues and
expenses incurred in connection with membership in investment company
organizations, costs of printing and distributing shareholder reports,
proxy materials, prospectuses, stock certificates and distribution of
dividends; charges of the Funds' custodians and sub-custodians,
administrators and sub-administrators, registrars, transfer agents,
dividend disbursing agents and dividend reinvestment plan agents; payment
for portfolio pricing services to a pricing agent, if any; registration and
filing fees of the Securities and Exchange Commission (the "SEC"); expenses
of registering or qualifying securities of the Funds for sale in the
various states; freight and other charges in connection with the shipment
of the Funds' portfolio securities; fees and expenses of non-interested
Trustees, salaries of shareholder relations personnel; costs of
shareholders meetings; insurance; interest; brokerage costs; and litigation
and other extraordinary or non-recurring expenses. The Trust or the
Adviser, as the case may be, shall reimburse the Subadviser for any
expenses of the Funds or the Adviser as may be reasonably incurred by such
Subadviser on behalf of the Funds 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 Funds and the Subadviser Assets 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 of that Fund as described in the
Funds' 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.
6. Representations and Warranties of Subadviser. The Subadviser represents and
warrants to the Adviser and the Trust 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 limited liability company 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 Subadviser of this
Agreement are within the Subadviser's powers and have been duly
authorized by all necessary action and no action by or in respect of,
or filing with, any governmental body, agency or official is required
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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 Section 4.14
under the CEA with the CFTC and the National Futures Association;
(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 or
directors, and no action by or in respect of, or filing with, any
governmental body, agency or official is required do 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.
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.
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10. Liability and Indemnification.
(a) Liability. The Subadviser shall exercise its best judgment in
rendering the services in accordance with the terms of this Agreement.
In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Subadviser or a reckless disregard of its duties
hereunder, the Subadviser, each of its affiliates 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 liable for any
error of judgment or mistake of law and shall not be subject to any
expenses or liability to the Adviser, the Trust or the Funds or any of
the Funds' shareholders, in connection with the matters to which this
Agreement relates. 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 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 Subadviser
Assets; 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, the
Trust, and the Fund, and their respective Affiliates and Controlling
Persons for any liability and expenses, including reasonable
attorneys' fees, which the Adviser, the Trust, and the Fund, and their
respective Affiliates and Controlling Persons may sustain which are
sustained as a result of the Subadviser'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.
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 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.
11. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall continue
until May 1st, 2001, and thereafter shall continue automatically as to
each Fund for successive annual periods, provided such continuance is
specifically approved at least annually by the Trust's Board of
Trustees or, if required by the 1940 Act, vote of the lesser of (a)
67% of the shares of the respective Funds represented at a meeting if
holders of more than 50% of the outstanding shares of that Funds are
present in person or by proxy or (b) more than 50% of the outstanding
shares of the respective Funds; 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 as to each
Fund, 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
respective 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 material 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 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 Trust 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 Trust.
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13. Reference to Adviser and Subadviser.
(a) 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 the Subadviser to the Fund, which references
shall not differ in substance from those included in the 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 any Affiliate thereof to satisfy the
foregoing obligation.
(b) Neither the Subadviser nor any Affiliate or agent of it shall make
reference to or use the name of Adviser of any of its Affiliates, or
any of their clients, except references concerning the identity of,
relationship with, and services provided by the Adviser to the Fund or
to the Subadviser; which shall not differ in substance from those
included in the 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 Subadviser
hereby agrees to make all reasonable efforts to cause any Affiliate
thereof to satisfy the foregoing obligation.
14. Amendment. This Agreement may be amended as to each Fund 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 each respective 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 Trust 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
(a) If to the Subadviser:
Xxxxxxxxx Xxxxxx, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Deputy General Counsel
Facsimile: (000) 000-0000
(b) If to the Trust:
Nationwide Separate Account Trust
Three Nationwide Plaza, 26th Floor
Columbus, OH 43215
Attention: Xxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000
(c) If to the Adviser:
Nationwide Advisory Services, Inc.
Three Nationwide Plaza, 26th Floor
Columbus, OH 43215
Attention: Xxxxx X. Xxxxx, Xx.
Facsimile: (000) 000-0000
17. 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.
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 meanings as set forth in the 1940
Act, subject, however, to such exemptions and interpretations as may be
granted by the SEC and its staff.
20. Captions. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
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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. 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, employees, representatives or agents are not made individually,
but only in their capacities with respect to the 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 Advisory Services, Inc.
By: /s/ Xxxxxxxxxxx X. Xxxx
Name: Xxxxxxxxxxx X. Xxxx
Title: Treasurer
SUBADVISER
Xxxxxxxxx Xxxxxx, LLC
By: /s/ X. Xxxx Xxxxxxxx
Name: X. Xxxx Xxxxxxxx
Title: Principal
EXHIBIT A
SUBADVISORY AGREEMENT
BETWEEN
NATIONWIDE ADVISORY SERVICES, INC.,
NATIONWIDE SEPARATE ACCOUNT TRUST
AND XXXXXXXXX XXXXXX, LLC
EFFECTIVE MAY 1, 1999
Fund of the Trust Advisory Fees
Nationwide Select Advisers 0.60% of the average daily
Small Cap Growth Fund net assets of the Subadvisor Assets
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