JOINT INSURED BOND AGREEMENT
THIS JOINT INSURED BOND AGREEMENT (the "Agreement"), made as of this
15th day of March, 2019, by and between Nationwide Mutual Funds
("NMF") and Nationwide Variable Insurance Trust ("NVIT") (NMF and
NVIT hereinafter referred to collectively as either the "Funds"
or the "Joint Insureds").
WITNESSETH:
WHEREAS, each of NMF and NVIT are registered management investment
companies; and
WHEREAS, the board of trustees of each of NMF and NVIT (collectively,
the "Boards"), including a majority of the Trustees of each of the
Boards who are not "interested persons" of said investment company,
as that term is defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended (the "1940 Act") (said Trustees hereinafter
referred to as the "Independent Trustees"), has authorized and approved,
pursuant to Rule 17g-1 under the 1940 Act, a joint insured bond
(hereinafter, the "Joint Insured Bond"); and
WHEREAS, the Funds are jointly named as insured parties pursuant to the
Joint Insured Bond, which consists of a one-year policy in the total
amount of $10,000,000 coverage for the period from March 15, 2019 to
March 15, 2020, for a total prepaid premium of $16,953; and
WHEREAS, the Boards have determined that the amount of the Joint Insured
Bond is at least equal to the total amount that each Fund would have been
required to provide and maintain individually under Rule 17g-1(d)(1)
under the 1940 Act had each such Fund not been named under the Joint
Insured Bond; and
WHEREAS, in regard to the allocation among the Joint Insureds of said
prepaid premium under the Joint Insured Bond, the Independent Trustees
have taken into consideration all relevant factors in relation to the
Joint Insured Bond, including, but not limited to: (i) the number of
other parties to the Joint Insured Bond; (ii) the nature of the business
activities of these parties; (iii) the amount of the Joint Insured Bond;
(iv) the amount of the premium for the Joint Insured Bond; (v) the
ratable allocation of the premium among all parties named as Joint
Insureds; and (vi) the extent to which the share of the premium allocation
to a Joint Insured is less than the premium the Joint Insured would have
had to pay if the Joint Insured had been provided and maintained a single
insured bond; and
WHEREAS, the Boards have determined that the Boards satisfy the fund
governance provisions of Rule 0-1(a)(7) under the 1940 Act; and
WHEREAS, the Joint Insureds, pursuant to Rule 17g-1(f) under the 1940 Act,
are required to enter into an agreement dealing with, among other things,
their respective rights under the Joint Insured Bond in the event of a
loss thereunder.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As often as their fiduciary duties require, but, in the case of
each registered management investment company, not less than once
every twelve (12) months, the Boards of the Joint Insureds, including
a majority of the Independent Trustees of each of the Boards, with
due consideration to all relevant factors, shall approve the form,
amount, and coverage of the Joint Insured Bond, including, but not
limited to, the portion of the premium to be paid by said registered
management investment companies, which shall meet the requirements
of Rule 17g-1 under the 1940 Act.
2. Accordingly, the parties hereby agree that:
i. the premium for the Joint Insured Bond shall be paid one-hundred-percent
(100%) by the Funds;
ii. in accordance with Rule 17g-1(e) under the 1940 Act, the portion of
the premium to be paid by the Funds under the Joint Insured Bond shall
be allocated to each Fund on the basis of the proportionate share of
the sum of the premiums that would have been paid by the Fund if a
joint insured bond were purchased separately by each Fund, and, in
accordance with the recommendation by Crystal & Company, Inc., the
insurance broker for the Funds, said premium shall be allocated
relative to the net asset amount of NMF on March 15, 2019
($22,201,162,329), and allocated relative to the net asset
amount of NVIT on March 15, 2019 ($67,180,962,560); and
iii. said allocation is fair and reasonable.
3. In the event that recovery is to be received under the Joint Insured
Bond as a result of a loss sustained by one or both of the Joint Insureds,
each Fund sustaining the loss shall receive an equitable and proportionate
share of the recovery but at least equal to the amount which the Fund
would have received had the Fund provided and maintained a single insured
bond with the minimum coverage required by Rule 17g-1(d)(1) under the 1940
Act.
4. Each Joint Insured which is a registered management investment company
shall comply with the filing and notification requirements of
Rule 17g-1(g) under the 1940 Act during the term of this Agreement.
5. This Agreement is effective as of the date first written above.
6. Within sixty (60) days prior to the anniversary date of the Joint Insured
Bond, either Fund, upon written notice to the other Fund, may terminate
the terminating Fund's participation hereunder. This Agreement shall
terminate upon the mutual written consent of each party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed on their behalf as of the day and year first written above.
NATIONWIDE MUTUAL FUNDS
By: /s/Xxx X. Xxxxxxxx
------------------------
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President & Head of Operations
NATIONWIDE VARIABLE INSURANCE TRUST
By: /s/Xxx X. Xxxxxxxx
------------------------
Name: Xxx X. Xxxxxxxx
Title: Senior Vice President & Head of Operations
