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EXHIBIT (d)(5)(c)
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SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 31st day of October, 1997, 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 (the "Advisers Act"), and
Federated Investment Counseling, a Delaware business trust (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 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 each 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 each Fund as set forth in that 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 the Subadviser Assets. In providing these
services, the Subadviser will conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of
each 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 each Fund, its
funds available, or to become available, for investment and generally
as to the conditions of the Fund's affairs.
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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 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, 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 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 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 a 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 a 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, a Fund 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 or the Fund 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 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 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 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 a Fund the most favorable price and
execution available, the Subadviser, bearing in mind such 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 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
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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 and its affiliates with respect to the accounts as to which
it and its affiliates exercise investment discretion.
It is recognized that the services provided by such brokers may
be useful to the Subadviser in connection with the Subadviser's and
its affiliates' 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 and its
affiliates, 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 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 or orders, 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 Records. The Subadviser shall maintain separate detailed
records of all matters pertaining to management of the Trust (the
"Subadviser'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
Subadviser's Records shall be available to the Adviser at any time
upon reasonable request during normal business hours and shall be
available for telecopying without delay to the Adviser during any day
that the Fund is open for business. The Subadviser shall not be
responsible for the provision of administrative, bookkeeping or
accounting services to the Trust. The Adviser hereby acknowledges that
the Subadviser is not responsible for pricing portfolio securities,
and that the Adviser, the Trust and the Subadviser will rely on the
pricing agent chosen by the Board of Trustees for the prices of
securities; provided, however, that to the extent that such pricing
agents are unable to provide prices for certain securities, the
Subadviser will assist the Adviser in obtaining a price for such
securities.
(h) Information Concerning Subadviser Assets and Subadviser. From time to
time as the Adviser or a Fund 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 a 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
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 maintain compliance procedures for each Fund
that it believes is adequate to ensure each Fund's compliance, and
will provide such information as may be required for a 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 in such form
as may be mutually agreed upon 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 a Fund, the Trust or the Adviser in any
way or otherwise be deemed an agent of a 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 a 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, including any extraordinary and non-recurring
expenses. The Trust or the Adviser, as the case may be, shall reimburse the
Subadviser for any expenses of a Fund or the Adviser as may be reasonably
incurred by such Subadviser on behalf of such Fund or the Adviser,
including any extraordinary and non-recurring expenses. 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.
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 (the "NFA"), or is not required to file such exemption;
(c) The Subadviser is a Delaware 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 Subadviser of this
Agreement are within the Subadviser's powers and have been duly
authorized by all necessary action on the part of 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
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;
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(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 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 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 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;
(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 govemmerrtal
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. 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 subject
to any expenses or liability to the Adviser, the Trust or a Fund or
any of a Fund's shareholders. 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 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.
Subject to the above standard of care, 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 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 Affiliates 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 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 wilful 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
October 31, 1999, 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 a Fund represented at a meeting
if holders of more than 50% of the outstanding shares of a Fund are
present in person or by proxy or (b) more than 50% of the outstanding
shares of a 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 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, 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
(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.
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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 each 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 a 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 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 Funds 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 Funds and the
actions of the Subadviser, the Adviser and the Funds 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 party:
(a) If to the Subadviser:
Federated Investment Counseling
Federated Investors Tower
Pittsburgh, PA 15222-3779
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Adviser:
Nationwide Advisory Services, Inc.
Three Nationwide Plaza, 26th Floor
Columbus, OH 43215
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(c) If to the Trust:
Nationwide Separate Account Trust
Three Nationwide Plaza, 26th Floor
Columbus, OH 43215
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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 shall 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 dazed 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 info 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.
22. Federated Investment Counseling. The Trust and the Adviser are hereby
expressly put on notice of the limitation of liability as set forth in the
Declaration of Trust of the Subadviser and agree that the obligations
assumed by the Subadviser pursuant to this Subadvisory Agreement will be
limited in any case to the Subadviser and its assets and the Adviser and
the Trust shall not seek satisfaction of any such obligations from the
shareholders of the Subadviser, the trustees of the Subadviser, officers,
employees or agents of the Subadviser, or any of them.
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Treasurer
ADVISER
NATIONWIDE ADVISORY SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
SUBADVISER
FEDERATED INVESTMENT COUNSELING
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ARB
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
EXHIBIT A
SUBADVISORY AGREEMENT
BETWEEN NATIONWIDE SEPARATE
ACCOUNT TRUST, NATIONWIDE ADVISORY
SERVICES, INC. AND FEDERATED INVESTMENT COUNSELING
EFFECTIVE OCTOBER 31, 1997
Funds of the Trust Advisory Fees (applicable for each Fund)
Nationwide High Income Bond Fund and 0.04% on Subadviser Assets up to $50
million
Nationwide Equity Income Fund 0.25% on Subadviser Assets of $50 million
and more but less than $250 million
0.20% on Subadviser Assets of $250
million and more but less than $500
million
0.15% for Subadviser Assets of
$500 million and more
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