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FUND ADMINISTRATION AGREEMENT
This Fund Administration Agreement is made as of this ____ day of September,
1997, between Nationwide Separate Account Trust, a Massachusetts business trust
(the "Trust"), and Nationwide Advisory Services, Inc., an Ohio corporation, (the
"Administrator").
WHEREAS, the Trust is a Massachusetts business trust, which operates as an
open-end management investment company and registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"); and
WHEREAS, the Trust desires to retain the Administrator to provide certain
administrative and fund accounting services described below with respect to
certain of the series of the Trust (the "Funds"), each of which as are now, or
may hereafter be, listed on Exhibit A to this Agreement, and the Administrator
is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Trust hereby appoints the
Administrator as administrator of the Funds on the terms and conditions
set forth in this Agreement; and the Administrator hereby accepts such
appointment and agrees to perform the services and duties set forth in
Section 2 of this Agreement in consideration of the compensation
provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to the supervision
and control of the Trust's Board of Trustees, the Administrator will
provide facilities, equipment, and personnel to carry out the following
administrative and fund accounting services for operation of the
business and affairs of the Trust and each of the Funds covered by this
Agreement:
a. prepare, file, and maintain the Trust's governing documents,
including the Declaration of Trust, the Bylaws, minutes of
meetings of Trustees and shareholders, and proxy statements
for meetings of shareholders;
b. prepare and file on a timely basis with the Securities and
Exchange Commission and the appropriate state securities
authorities the registration statements for the Trust,
relating to the Funds and the Funds' shares, and all
amendments thereto, the Trust's reports pursuant to Investment
Company Act Rule 24f-2, reports to shareholders and regulatory
authorities, including form N-SAR, and prospectuses, proxy
statements, and such other documents as may be necessary or
convenient to enable the Trust to make continuous offering of
the Fund's shares and to conduct its affairs;
c. prepare, negotiate, and administer contracts on behalf of the
Funds with, among others, the Trust's custodian and transfer
agent;
d. supervise the Trust's custodian;
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e. calculate performance data of the Funds;
f. prepare and file on a timely basis the Federal and State
income and other tax returns for the Funds;
g. examine and review the operations of the Trust's custodian,
transfer agent and investment adviser and the Funds'
subadvisers, if any, to promote compliance with applicable
state and federal law;
h. coordinate the layout and printing of publicly disseminated
prospectuses and reports;
i. perform internal audit examinations in accordance with
procedures to be adopted by the Administrator and the Trust;
j. assist with the design, development, and operation of the
Funds;
k. provide individuals reasonably acceptable to the Trust's Board
of Trustees for nomination, appointment, or election as
officers of the Trust, who will be responsible for the
management of certain of the Trust's affairs as determined by
the Trust's Board of Trustees;
l. monitor the Trust's compliance with Section 817 and Sections
851 through 855 of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, so as to
enable the Trust and each Fund to comply with the
diversification requirements applicable to investments of
variable contracts and for each to maintain its status as a
"regulated investment company;"
m. advise the Trust and its Board of Trustees on matters
concerning the Funds and their affairs;
n. provide the Trust with office space and personnel; and
o. provide the Trust and each Fund with fund accounting services,
including but not limited to the following services:
1) keeping and maintaining the following books and
records of the Trust and each of the Funds pursuant
to Rule 31a-1 under the Investment Company Act,
including:
a) journals containing an itemized daily record
of all purchase and sales of securities, all
receipts and disbursements of cash and all
other debit and credits, as required by Rule
31a-1(b)(1);
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b) general and auxiliary ledgers reflecting all
asset, liability, reserve, capital, income
and expense accounts, including interest
accrued and interest received, as required
by Rule 31a-1(b)(2)(i);
c) separate ledger accounts required by Rule
31a-1(b)(2)(ii) and (iii); and
d) a monthly trial balance of all ledger
accounts (except shareholder accounts) as
required by Rule 31a-1(b)(8).
2) performing the following accounting services on a
regular basis for each Fund, as may be reasonably
requested by the Trust:
a) calculate the net asset value per share;
b) calculate the dividend and capital gain
distribution, if any;
c) calculate a Fund's yield;
d) reconcile cash movements with the Trust's
custodian;
e) affirm to the Trust's custodian all
portfolio trades and cash movements;
f) verify and reconcile with the Trust's
custodian all daily trade activity;
g) provide such reports as may be required by
the Trust;
h) preparation of the Trust's financial
statements, including oversight of expense
accruals and payments;
i) calculating the deviation between
marked-to-market and amortized cost
valuations for any money market funds; and
j) such other similar services with respect to
a Fund as may be reasonably requested by the
Trust; and
p. assist in all aspects of the Funds' operations other than
those provided under other specific contracts.
The foregoing, along with any additional services that the
Administrator shall agree in writing to perform for the Trust
hereunder, shall hereafter be referred to as "Administrative Services."
In compliance with the requirements of Rule 31a-3 under the Investment
Company Act, the Administrator hereby agrees that all records that it
maintains for the Trust are the property
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of the Trust and further agrees to surrender promptly to the Trust any
of such records upon the Trust's request. The Administrator further
agrees to preserve for the periods prescribed by Investment Company Act
Rule 31a-2 the records required to be maintained by Investment Company
Act Rule 31a-1. Administrative Services shall not include any duties,
functions, or services to be performed for the Trust by the Trust's
investment adviser, custodian, or transfer agent pursuant to their
agreements with the Trust.
The Administrator acknowledges the importance of efficient and prompt
transmission of information to the life insurance companies affiliated
with the Administrator ("Nationwide"), the purchaser of Trust shares to
fund the obligations of certain variable annuity contracts. The
Administrator agrees to use its best efforts to meet the deadline for
transmission of pricing information presently set by Nationwide and
such other time deadlines as may be established from time to time in
the future.
When performing Administrative Services to the Trust and for the Funds,
the Administrator will comply with the provisions of the Declaration of
Trust and Bylaws of the Trust, will safeguard and promote the welfare
of the Trust and the Funds, and will comply with the policies that the
Trustees may from time to time reasonably determine, provided that such
policies are not in conflict with this Agreement, the Trust's governing
documents, or any applicable statutes or regulations.
3. Expenses. The Administrator shall be responsible for expenses incurred
in providing all the Administrative Services to the Trust, including
the compensation of the Administrator's employees who serve as officers
of the Trust, except that the Trust shall reimburse the Administrator
for the cost of the pricing services that the Administer utilizes. The
Trust (or the Trust's investment adviser) shall be responsible for all
other expenses of the Trust, including without limitation: (i)
investment advisory and subadvisory fees; (ii) interest and taxes;
(iii) brokerage commissions and other costs in connection with the
purchase or sale of securities and other investment instruments; (iv)
fees and expenses of the Trust's trustees, other than those who are
"interested persons" of the Administrator or investment adviser of the
Trust; (v) legal and audit expenses; (vi) custodian and transfer and
dividend disbursing agent fees and expenses; (vii) fees and expenses
related to the registration and qualification of the Trust and the
Trust's shares for distribution under state and federal securities
laws; (viii) expenses of printing and mailing reports and notices and
proxy material to beneficial shareholders of the Trust; (ix) all other
expenses incidental to holding meetings of the Trust's shareholders,
including proxy solicitations therefor; (x) insurance premiums for
fidelity and other coverage; (xi) association membership dues; (xii)
such nonrecurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Trust is a
party and the legal obligation which the Trust may have to indemnify
the Trust's trustees and officers with respect thereto.
4. Compensation. For the Administrative Services provided, the Trust
hereby agrees to pay and the Administrator hereby agrees to accept as
full compensation for its services rendered
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hereunder the administrative fee listed for each Fund on Exhibit A.
Such fees will be computed daily and payable monthly at an annual rate
based on a Fund's average daily net assets and will be paid monthly as
soon as practicable after the last day of each month.
In case of termination of this Agreement during any month, the
administrative fee for that month shall be reduced proportionately on
the basis of the number of business days during which it is in effect,
and the fee computed upon the average net assets for the business days
it is so in effect for that month.
5. Responsibility of Administrator.
a. The Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement. Any person, even though also an
officer, director, partner, employee or agent of the
Administrator, who may be or become an officer or trustee of
the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than
services or business in connection with the duties of the
Administrator hereunder) in accordance with his
responsibilities to the Trust as such officer or trustee, to
be rendering such services to or acting solely for the Trust
and not as an officer, director, partner, employee or agent or
one under the control or direction of the Administrator even
through paid by the Administrator.
b. The Administrator shall be kept indemnified by the Trust and
be without liability for any action taken or thing done by it
in performing the Administrative Services in accordance with
the above standards; provided, however, that the Trust will
not indemnify the Administrator for the portion of any loss or
claim caused, directly or indirectly, by the negligence,
wilfull misfeasance or bad faith of the Administrator or by
the Administrator's reckless disregard of its duties and
obligations hereunder. In order that the indemnification
provisions contained in this Section 5 shall apply, however,
it is understood that if in any case the Trust may be asked to
indemnify or save the Administrator harmless, the Trust shall
be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care
to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the
probability of such a claim for indemnification against the
Trust. The Trust shall have the option to defend the
Administrator against any claim which may be the subject of
this indemnification. In the event that the Trust so elects it
will so notify the Administrator and thereupon the Trust shall
take over complete defense of the claim, and the Administrator
shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this
Section. The Administrator shall in
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no case confess any claim or make any compromise or settlement
in any case in which the Trust will be asked to indemnify the
Administrator except with the Trust's written consent.
6. Duration and Termination.
a. This Agreement shall become effective as of the date first
written above. The Agreement may be terminated at any time,
without payment of any penalty, by either party upon 90 days'
advance written notice to the other party. The Agreement may
also be terminated immediately upon written notice to the
other party in the event of a material breach of any provision
of this Agreement by such other party.
b. Upon the termination of this Agreement, the Trust shall pay to
the Administrator such compensation as may be payable prior to
the effective date of such termination. In the event that the
Trust designates a successor to any of the Administrator's
obligations hereunder, the Administrator shall, at the
direction of the Trust, transfer to such successor all
relevant books, records and other data established or
maintained by the Administrator under the foregoing
provisions.
7. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
8. 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.
9. Notices. Notices of any kind to be given to the Trust hereunder by the
Administrator shall be in writing and shall be duly given if delivered
to the Trust and to its investment adviser at the following address:
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Nationwide Separate Account Trust
Three ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Treasurer
Notices of any kind to be given to the Administrator hereunder by the
Trust shall be in writing and shall be duly given if delivered to the
Administrator at:
Nationwide Advisory Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President and General Manager
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by a
court or regulatory agency decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. Subject to
the provisions of Section 5, hereof, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors. This Agreement shall be governed by and
construed to be 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
NATIONWIDE ADVISORY SERVICES, INC.
By:
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Vice President and General Manager
NATIONWIDE SEPARATE ACCOUNT TRUST
By:
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EXHIBIT A
NATIONWIDE SEPARATE ACCOUNT TRUST
Fund Administration Agreement
Funds of the Trust Fund Administration Fees
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Nationwide Income Fund 0.10% of the Fund's average daily net
assets