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Exhibit (5)(c)(4)
SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 9th day of November, 1998,
among Nationwide Investing Foundation III, an Ohio 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 INVESCO Management and Research, Inc. (the "Subadviser"), a
Massachusetts corporation registered under the Advisers Act.
W I T N E S S E T H:
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940 (the "1940 Act");
WHEREAS, the Adviser has, pursuant to an Advisory Agreement with the Trust
dated as of May 9, 1998 ("Advisory Agreement") as amended November 2, 1998,
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 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.
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2. Duties of Subadviser.
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(a) Investments. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and restrictions of
the Funds 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 its activities under
this Agreement, including, without limitation, information concerning the
Fund(s), its funds available, or to become available, for investment and
generally as to the conditions of the Funds' or Trust'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 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 Fund(s) or the duties of the
Subadviser, and with copies of any financial statements or reports made by the
Fund(s) to its 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
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
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the Subadviser shall have no liability in connection therewith, except as to
the accuracy of material information furnished in writing 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, the Fund(s) 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 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(s) 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 a 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 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
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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 the Funds 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 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 the Subadviser Assets (the "Funds'
Records"), including, without limitation, brokerage and other records of all
securities transactions. The Subadviser
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acknowledges that the Funds' Records are property of the Trust. The Funds'
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 delay to the Adviser during
any day that a Fund is open for business.
(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 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.
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.
(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 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 the 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
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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 a Fund's 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 a Fund or the Adviser as may be
reasonably incurred by the Subadviser on behalf of a 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 a Fund 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 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 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 corporation 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;
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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 action on the part of its board of 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 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. In addition, the Subadviser agrees to promptly
provide the Trust and the Adviser 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 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 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
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necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading;
(f) The Advisor acknowledges that it received a copy of the
Subadviser's Form ADV prior to the execution of this Agreement; and
(g) The Advisor 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 State of Ohio 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 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.
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 wilful 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 partners, officers, directors
and employees ("Affiliates") and each person, if any, who within the
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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 a Fund's shareholders, in connection with the matters to which this
Agreement relates.
(b) Indemnification. The Subadviser shall indemnify the Adviser, the Trust
and the Fund(s), and their respective Affiliates and Controlling Persons for
any liability and expenses, including reasonable attorneys' fees, which the
Adviser, the Trust and the Fund(s), 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 their 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, the
Trust and the Fund(s), 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 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 numbers, or for their failure to conduct reasonable
due diligence with respect to such information.
The Adviser shall indemnify the Subadviser, its Affiliates and its
Controlling Persons, for any liability and expenses, including reasonable
attorneys' fees, howsoever arising from, or in connection with, this Agreement
or the performance of the Subadviser of its duties hereunder, provided,
however, that the Subadviser shall not be indemnified for any liability or
expenses which may be 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.
11. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall continue
until November 2, 2000, 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 the Fund are present in person or by proxy or (b) more
than 50% of the outstanding shares of the Fund; provided that in either event
its continuance also is approved by a majority of the Trust's Trustees who are
not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
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(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 a Fund,
or by the Adviser, in each case, upon at least 60 days' written notice
to the Subadviser;
(ii) By any party hereto within two business days of receipt of
written notice to the other parties in the event of a breach of any
provision of this Agreement by any 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 ▇▇▇▇
▇▇▇) 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.
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 its clients, except references concerning the identity of
and services provided by the Subadviser to the Fund(s), 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, as the case may be, which approval shall not be
unreasonably withheld or delayed. The Adviser hereby agrees to make all
reasonable efforts to cause the Fund(s) 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 a Fund (as required by the ▇▇▇▇ ▇▇▇) 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
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jurisdiction, the parties hereto shall treat as confidential all information
pertaining to the Fund(s) and the actions of the Subadviser, the Adviser and
the Fund(s) 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:
INVESCO Management and Research, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Trust:
Nationwide Investing Foundation III
Three ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(c) If to the Adviser:
Nationwide Advisory Services, Inc.
Three ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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 State of Ohio 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.
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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 as may be granted by the SEC.
20. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
21. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision or applicable law, the remainder of the
Agreement shall not be affected adversely and shall remain in full force and
effect.
22. Trust and its Trustees. The Trust is a business trust organized under
Chapter 1746, Ohio Revised Code and under a Declaration of Trust dated as of
October 30, 1997, to which reference is hereby made and a copy of which is on
file at the office of the Secretary of State of Ohio, 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 Investing
Foundation III Trustees, officers, employees, 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, officers,
or employees of the Trust personally, but bind only the assets of the Trust, as
set forth in Section 1746.13(A), Ohio Revised Code. 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 ADVISER
Nationwide Investing Foundation III Nationwide Advisory Services, Inc.
By:__________________________________ By:_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer Title: Treasurer
SUBADVISER
INVESCO Management and Research, Inc.
By: _________________________________
Name:
Title:
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EXHIBIT A
SUBADVISORY AGREEMENT
BETWEEN
NATIONWIDE ADVISORY SERVICES, INC.,
NATIONWIDE INVESTING FOUNDATION III
INVESCO MANAGEMENT AND RESEARCH, INC.
Effective November 9, 1998
Funds of the Trust Advisory Fees
------------------ -------------
Prestige Small Cap Fund 0.55% on Subadviser Assets up to $100 million
0.40% for Subadviser Assets of $100 million or more
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