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EXHIBIT (d)(2)
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INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 30th day of August, 2000
between NATIONWIDE SEPARATE ACCOUNT TRUST (the "Trust"), a Massachusetts
business trust, and VILLANOVA GLOBAL ASSET MANAGEMENT TRUST (the "Adviser"), a
Delaware business trust, registered under the Investment Advisers Act of 1940
(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 Trust desires to retain the Adviser to furnish certain
investment advisory services, as described herein, with respect to certain of
the series of the Trust, all as now are or may be hereafter listed on Exhibit A
to this Agreement (each, a "Fund"); and
WHEREAS, the Adviser represents that it is willing and possesses legal
authority to render such services subject to the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, the Trust and the Adviser do mutually agree and promise as
follows:
1. Appointment as Adviser. The Trust hereby appoints the Adviser to act as
investment adviser to each Fund subject to the terms and conditions set
forth in this Agreement. The Adviser hereby accepts such appointment and
agrees to furnish the services hereinafter described for the compensation
provided for in this Agreement.
2. Duties of Adviser.
(a) Investment Management Services. (1) Subject to the supervision of the
Trust's Board of Trustees (and except as otherwise permitted under the
terms of any exemptive relief obtained by the Adviser from the
Securities and Exchange Commission, or by rule or regulation), the
Adviser will provide, or arrange for the provision of, a continuous
investment program and overall investment strategies for each Fund,
including investment research and management with respect to all
securities and investments and cash equivalents in each Fund. The
Adviser will determine, or arrange for others to determine, from time
to time what securities and other investments will be purchased,
retained or sold by each Fund and will implement, or arrange for
others to implement, such determinations through the placement, in the
name of a Fund, of orders for the execution of portfolio transactions
with or through such brokers or dealers as may be so selected. The
Adviser will provide, or arrange for the provision of, the services
under this Agreement in accordance with the stated investment policies
and restrictions of each Fund as set forth in that Fund's current
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 Trust's Board of Trustees.
(2) Subject to the provisions of this Agreement and the 1940 Act and any
exemptions thereto, the Adviser is authorized to appoint one or more
qualified subadvisers (each a "Subadviser") to provide each Fund with
certain services required by this Agreement. Each Subadviser shall
have such investment discretion and shall make all determinations with
respect to the investment of a Fund's assets as shall be assigned to
that Subadviser by the Adviser and the purchase and sale of portfolio
securities with respect to those assets and shall take such steps as
may be necessary to implement its decisions. The Adviser shall not be
responsible or liable for the investment merits of any decision by a
Subadviser to purchase, hold, or sell a security for a Fund.
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(3) Subject to the supervision and direction of the Trustees, the Adviser
shall (i) have overall supervisory responsibility for the general
management and investment of a Fund's assets; (ii) determine the
allocation of assets among the Subadvisers, if any; and (iii) have
full investment discretion to make all determinations with respect to
the investment of Fund assets not otherwise assigned to a Subadviser.
(4) The Adviser shall research and evaluate each Subadviser, if any,
including (i) performing initial due diligence on prospective
Subadvisers and monitoring each Subadviser's ongoing performance; (ii)
communicating performance expectations and evaluations to the
Subadvisers; and (iii) recommending to the Trust's Board of Trustees
whether a Subadviser's contract should be renewed, modified or
terminated. The Adviser shall also recommend changes or additions to
the Subadvisers and shall compensate the Subadvisers.
(5) The Adviser shall provide to the Trust's Board of Trustees such
periodic reports concerning a Fund's business and investments as the
Board of Trustees shall reasonably request.
(b) Compliance with Applicable Laws and Governing Documents. In the
performance of its duties and obligations under this Agreement, the
Adviser shall act in conformity with the Trust's Declaration of Trust
and By-Laws and the Prospectus and with the instructions and
directions received from 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") (including the requirements for
qualification as a regulated investment company) and all other
applicable federal and state laws and regulations.
The Adviser acknowledges and agrees that subject to the supervision
and directions of the Trust's Board of Trustees, it shall be solely
responsible for 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, except that each Subadviser shall
have liability in connection with information furnished by the
Subadviser to a Fund or to the Adviser.
(c) Consistent Standards. It is recognized that the Adviser will perform
various investment management and administrative services for entities
other than the Trust and the Funds; in connection with providing such
services, the Adviser agrees to exercise the same skill and care in
performing its services under this Agreement as the Adviser exercises
in performing similar services with respect to the other fiduciary
accounts for which the Adviser has investment responsibilities.
(d) Brokerage. The Adviser is authorized, subject to the supervision of
the Trust's Board of Trustees, to establish and maintain accounts on
behalf of each Fund with, and place orders for the purchase and sale
of assets not allocated to a Subadviser, with or through, such
persons, brokers or dealers ("brokers") as Adviser may select and
negotiate commissions to be paid on such transactions. In the
selection of such brokers and the placing of such orders, the Adviser
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 Adviser, 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
nature of the market for the security, 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,
the Adviser 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 Adviser 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 Adviser
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 responsibilities of the Adviser with
respect to the accounts as to which it exercises investment
discretion.
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It is recognized that the services provided by such brokers may be
useful to the Adviser in connection with the Adviser's services to
other clients. On occasions when the Adviser deems the purchase or
sale of a security to be in the best interests of a Fund as well as
other clients of the Adviser, the Adviser, 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 Adviser in the manner the Adviser considers to be
the most equitable and consistent with its fiduciary obligations to
each Fund and to such other clients.
(e) Securities Transactions. The Adviser will not purchase securities or
other instruments from or sell securities or other instruments to a
Fund; provided, however, the Adviser 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 or any exemption
therefrom.
The Adviser agrees to observe and comply with Rule 17j-1 under the
1940 Act and the Trust's Code of Ethics, as the same may be amended
from time to time.
(f) Books and Records. In accordance with the 1940 Act and the rules and
regulations promulgated thereunder, the Adviser shall maintain
separate books and detailed records of all matters pertaining to the
Funds and the Trust (the "Fund's Books and Records"), including,
without limitation, a daily ledger of such assets and liabilities
relating thereto and brokerage and other records of all securities
transactions. The Adviser acknowledges that the Fund's Books and
Records are property of the Trust. In addition, the Fund's Books and
Records shall be available to the Trust at any time upon request and
shall be available for telecopying without delay to the Trust during
any day that the Funds are open for business.
3. Expenses. During the term of this Agreement, the Adviser 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 Adviser 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 Adviser shall be responsible for the
expenses and costs for the officers of the Trust and the Trustees of
Trust who are "interested persons" (as defined in the 1940 Act) of the
Adviser.
It is understood that the Trust will pay all of its own expenses
including, without limitation, (1) all charges and expenses of any
custodian or depository appointed by the Trust for the safekeeping of
its cash, securities and other assets, (2) all charges and expenses
paid to an administrator appointed by the Trust to provide
administrative or compliance services, (3) the charges and expenses of
any transfer agents and registrars appointed by the Trust, (4) the
charges and expenses of independent certified public accountants and
of general ledger accounting and internal reporting services for the
Trust, (5) the charges and expenses of dividend and capital gain
distributions, (6) the compensation and expenses of Trustees of the
Trust who are not "interested persons" of the Adviser, (7) brokerage
commissions and issue and transfer taxes chargeable to the Trust in
connection with securities transactions to which the Trust is a party,
(8) all taxes and fees payable by the Trust to Federal, State or other
governmental agencies, (9) the cost of stock certificates representing
shares of the Trust, (10) all expenses of shareholders' and Trustees'
meetings and of preparing, printing and distributing prospectuses and
reports to shareholders, (11) charges and expenses of legal counsel
for the Trust in connection with legal matters relating to the Trust,
including without limitation, legal services rendered in connection
with the Trust's existence, financial structure and relations with its
shareholders, (12) insurance and bonding premiums, (13) association
membership dues, (14) bookkeeping and the costs of calculating the net
asset value of shares of the Trust's Funds, and (15) expenses relating
to the issuance, registration and qualification of the Trust's shares.
4. Compensation. For the services provided and the expenses assumed with
respect to a Fund pursuant to this Agreement, the Adviser will be
entitled to the 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.
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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 as
described in each 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.
Notwithstanding any other provision of this Agreement, the Adviser may
from time to time agree not to impose all or a portion of its fee
otherwise payable hereunder (in advance of the time such fee or
portion thereof would otherwise accrue). Any such fee reduction may be
discontinued or modified by the Adviser at any time.
5. Representations and Warranties of Adviser. The Adviser represents and
warrants to the Trust as follows:
(a) The Adviser is registered as an investment adviser under the
Advisers Act;
(b) The Adviser is a business trust duly organized, validly existing
and in good standing 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;
(c) 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 and/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;
(d) The Form ADV of the Adviser previously provided to the Trust 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.
6. Survival of Representations and Warranties; Duty to Update Information. All
representations and warranties made by the Adviser pursuant to Section 5
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.
7. Liability and Indemnification.
(a) Liability. 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 shall not be subject to any liability to
a Fund or the Trust, 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 Fund assets;
provided, however, that nothing herein shall relieve the Adviser from
any of its obligations under applicable law, including, without
limitation, the federal and state securities laws.
(b) Indemnification. The Adviser shall indemnify the Trust and its
officers and trustees, for any liability and expenses, including
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.
8. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall continue
until August 31, 2002, 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 the
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 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.
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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 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, not less than
sixty (60) days' written notice to the other party.
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.
9. Services Not Exclusive. The services furnished by the Adviser hereunder are
not to be deemed exclusive, and the Adviser shall be free to furnish
similar services to others so long as its services under this Agreement are
not impaired thereby. It is understood that the action taken by the Adviser
under this Agreement may differ from the advice given or the timing or
nature of action taken with respect to other clients of the Adviser, and
that a transaction in a specific security may not be accomplished for all
clients of the Adviser at the same time or at the same price.
10. Amendment. This Agreement may be amended by mutual consent of the parties,
provided that the terms of each such amendment shall be approved by 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 1940 Act).
11. Confidentiality. Subject to the duties of the Adviser and the Trust 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 a Fund and the Trust and the
actions of the Adviser and the Funds in respect thereof.
12. 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 party, 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 Adviser:
Villanova Global Asset Management Trust
Philadelphia, Pennsylvania
Attention:
Facsimile:
(b) If to the Trust:
Nationwide Separate Account Trust
Three Nationwide Plaza, 26th Floor
Columbus, OH 43215
Attention:
Facsimile:
13. Jurisdiction. This Agreement shall be governed by and construed to be 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.
14. 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.
15. Certain Definitions. For the purposes of this Agreement, "interested
person," "affiliated person," "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.
16. Captions. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
17. 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.
18. 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
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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.
ADVISER
VILLANOVA GLOBAL ASSET MANAGEMENT TRUST
By: /s/ Xxxxx X. Xxxxx
Name:
Title:
TRUST
NATIONWIDE SEPARATE ACCOUNT TRUST
By: /s/ Xxxxx X. Xxxxx
Name:
Title:
EXHIBIT A
NATIONWIDE SEPARATE ACCOUNT TRUST
Investment Advisory Agreement
FUNDS OF THE TRUST ADVISORY FEES
Gartmore NSAT International Growth Fund 1.00% of the Fund's average daily
net assets
Gartmore NSAT European Growth Fund 1.00% of the Fund's average daily
net assets
Gartmore NSAT Global Leaders Fund 1.00% of the Fund's average daily
net assets
Gartmore NSAT Emerging Markets Fund 1.15% of the Fund's average daily
net assets
Gartmore NSAT Global Small Companies 1.15% of the Fund's average daily
net assets
Dated as of August 30, 2000.
ADVISER
VILLANOVA GLOBAL ASSET MANAGEMENT TRUST
By: /s/ Xxxxx X. Xxxxx
Name:
Title:
TRUST
NATIONWIDE SEPARATE ACCOUNT TRUST
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Treasurer
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