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Exhibit (d)(5)(a)(1)
INTERIM SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 12TH day of March, 2001
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 Strong Capital Management, Inc., a Wisconsin 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 October 31, 1997 (the "Advisory Agreement"), been retained to
act as investment adviser for a series of the Trust which are listed on Exhibit
A to this Agreement ( the "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 previously retained Subadviser and through
Subadviser, approved Xxxxxxx Capital Management, Inc. ("Xxxxxxx"), to manage a
portion of the Fund's assets which the Adviser has assigned to the Subadviser
under a Subadvisory Agreement dated October 31, 1997 (the "Previous Subadvisory
Agreement");
WHEREAS, that portion of the Previous Subadvisory Agreement related to
management of the Fund has been terminated by the Board of Trustees of the Trust
as of March 12, 2001 because of changes in the relationship between Subadviser
and Xxxxxxx;
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;
WHEREAS, the Board of Trustees have duly approved this Interim
Subadvisory Agreement in compliance with Rule 15a-4 under the 1940 Act.
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
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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 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 such Subadviser Assets. In providing these
services, the Subadviser will conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of
the Fund's 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"), 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 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
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. At the Adviser's request,
the Subadviser hereby agrees to provide to the Adviser in a timely
manner such information relating to the Subadviser and
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its relationship to, and actions for, the Fund as may be required to be
contained in the Prospectus or in the Trust's registration statement on
Form N- IA.
(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.
(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, 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 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 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 breadth and nature of
the market for the security, the difficulty of the execution, 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 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 (within the meaning of Section
28(e) of the Securities Exchange Act of 1934) to the Subadviser an
amount of commission for effecting the 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
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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 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 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 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 violations which have
occurred with respect to the Subadviser Assets.
(g) BOOKS AND RECORD. The Subadviser shall maintain separate
detailed records of all matters pertaining to the Subadviser Assets
(the "Fund's Records"), including, without limitation, brokerage and
other records of all securities transactions. The Subadviser
acknowledges that the Fund's Records are property of the Trust. The
Fund's 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 telecopying without
unreasonable 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 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 portfolio managers responsible for Subadviser Assets, any
changes in the executive officers of the Subadviser, or of material
changes in the control of the Subadviser. Upon reasonable request, the
Subadviser will make
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available its officers and employees to meet with the Trust's Board of
Trustees 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 ARRANGEMENT. 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 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 the 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 the 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.
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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 Wisconsin with the power to own
and possess its assets and carry on its business as it is now being
conducted;
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(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 corporate action, 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 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. In addition,
the Subadviser agrees to use its best efforts to promptly provide the
Trust with updates of its Form ADV.
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 managing
unitholder or the unitholder's 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;
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(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 the 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 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 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, including 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 subject to any expenses or liability to the
Adviser, the Trust or the Fund or any of the Fund's shareholders. In
the absence of will 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
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under applicable law, including, without limitation, the federal and
state securities laws and the CEA.
(b) INDEMNIFICATION. The Subadviser shall indemnify the
Adviser and the Trust, and their respective Affiliates and Controlling
Persons, for any liability and expenses, including reasonable
attorneys' fees, which the Adviser and the Trust and their respective
Affiliates and Controlling Persons may sustain 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. Notwithstanding any other provision in this Agreement, the
Subadviser will indemnify the Adviser and the Trust, and their
respective Affiliates and Controlling Persons for any liability and
expenses, including reasonable attorneys' fees, to which they may be
subjected as a result of their reliance upon and use of the historical
performance calculations provided by the Subadviser 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 Affiliates
and Controlling Persons shall not be indemnified for a loss or expense
resulting from their negligence or willful misconduct in using such
information.
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. This Agreement shall go into effect on the date
first listed above and unless sooner terminated, shall continue until
the earlier of (i) the date on which the Trust's Board of Trustees
(including a majority of the Trustees which are not "interested persons
of the Trust (as defined in the 0000 Xxx) and a majority (as defined in
the 0000 Xxx) of the Fund's outstanding voting securities have approved
a new subadvisory agreement and (ii)August 9, 2001.
(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 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 breach of any
provision of this Agreement by either of the other parties; or
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(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
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 and any Affiliates 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 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 postage prepaid 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 party:
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(a) If to the Subadviser:
Strong Capital Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Attention: General Counsel
Facsimile: 000-000-0000
(b) If to the Adviser:
Villanova Mutual Fund Capital Trust
0000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
(c) If to the Trust:
Nationwide Separate Account Trust
Three Nationwide Plaza
Columbus, OH 43215
Attention: Xxxxxxxxx Xxxxx
Facsimile: (000) 000-0000
16. 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.
17. 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.
18. 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 as may be granted by the SEC.
19. CAPTIONS. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
20. 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 shah remain in full force and
effect.
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21. 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 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: __________________________________
Name:
Title:
ADVISER
VILLANOVA MUTUAL FUND CAPITAL TRUST
By: __________________________________
Name:
Title:
SUBADVISER
STRONG CAPITAL MANAGENIENT, INC.
By: __________________________________
Name:
Title:
12
13
EXHIBIT A
INTERIM SUBADVISORY AGREEMENT
BETWEEN NATIONWIDE SEPARATE
ACCOUNT TRUST, VILLANOVA MUTUAL FUND CAPITAL TRUST
and STRONG CAPITAL MANAGEMENT, INC.
Effective March 12, 2001
Fund Advisory Fees
---- -----------------
0.50% on Subadviser Assets
Nationwide Strategic Value Fund up to $500 million
0.45% for Subadviser Assets
of $500 million and more
13
