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Exhibit (6)(b)
DEALER AGREEMENT
AGREEMENT, made as of this th day of , 1998, by and between
Nationwide Advisory Services, Inc. ("Distributor") and ("Dealer")
whereby Dealer agrees to participate in the distribution of the shares
("Shares") of the series and classes of Nationwide Investing Foundation III as
are listed on Exhibit A, as may be amended from time to time, (each a "Fund").
Dealer also agrees to provide distribution and shareholder services to the Funds
subject to the following terms and conditions.
1. Dealer Authority. With respect to the distribution and sales of Shares,
Dealer shall have no authority to act as agent of a Fund, Distributor
or any other dealer in any respect in these transactions. All orders
are subject to acceptance by Distributor and become effective only upon
confirmation by Distributor, and are subject to acceptance or rejection
by Distributor or the Fund in its sole discretion. Dealer shall have no
authority to make any representations concerning the Shares of the Fund
except such representations as may be contained in the Fund's current
prospectus, in its then current Statement of Additional Information
(collectively, the prospectuses and Statement of Additional Information
for each Fund are the "Prospectus"), and in such other printed
information as the Fund or Distributor may subsequently prepare or
distribute to Dealer for purposes of selling the Shares, and Dealer
shall have no authority to distribute any other sales material relating
to the Fund or any of its Shares without the prior written approval of
Distributor. Dealer agrees to follow any written guidelines or
standards relating to the sale or distribution of the Shares as may be
provided to Dealer by Distributor, as well as to follow any applicable
rules or regulations affecting the sale or distribution of shares of
investment companies offering multiple classes of shares.
2. Sales and Pricing of Shares. Dealer shall offer and sell Shares only at
their respective public offering prices, or the net asset values if
applicable, in accordance with the terms and conditions of the
Prospectus of the Fund(s) whose Shares Dealer offers. An order for the
purchase of Shares shall be accepted at the time such order is received
by Distributor and at the price next determined unless the order is
otherwise rejected in accordance with section 1 above. In addition,
Distributor will not accept any order from Dealer which is placed on a
conditional basis or subject to any delay or contingency prior to
execution. Dealer shall place orders for Shares only with Distributor,
shall date and time stamp all orders received by Dealer and promptly
shall transmit all orders to Distributor in time for processing at the
price next determined after receipt of the order by Dealer, in
accordance with the Prospectus of the Fund whose Shares are being sold.
Dealer shall confirm the transaction with Dealer's customer at the
price confirmed in writing by the Distributor. In the event of
differences between verbal and written price, confirmations shall be
considered final. Prices of the Shares are computed by the Fund in
accordance with its Prospectus.
3. Services to be Provided by Dealer. Dealer will maintain records of all
sales, redemptions and repurchases of Shares and will furnish the
Distributor with such records on request. Dealer will also distribute
prospectuses and report to its customers in compliance with applicable
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legal requirements unless the parties expressly agree that Distributor
will do so on Dealer's behalf.
With respect to shareholder services, Distributor hereby appoints
Dealer to render shareholder services to each of the 12b-1 Funds (as
defined below). Shareholder services may include, but are not limited
to, answering routine client inquiries regarding the 12b-1 Funds;
providing information to shareholders on their investments in the 12b-1
Funds; providing personnel and communication equipment used in
connection therewith; and providing such other services as Distributor
may reasonably request. Dealer shall prepare such quarterly reports for
Distributor as shall reasonably be required by Distributor.
4. Dealer Compensation.
(a) So long as this Agreement is in effect, on purchases from
Distributor of Shares of a Fund sold with a sales charge, Dealer shall
receive a discount from the public offering price (a "Dealer
Concession") at the specified percentages of the public offering price
set forth in those Funds' respective Prospectuses, which are hereby
incorporated herein by reference and which may be modified from time to
time by the Company.
Dealer shall not receive any Dealer Concession with respect to certain
transactions which are exempt from sales charges and will receive the
reduced Dealer Concessions which correspond to the reduced sales
charges applicable to certain types of transactions (e.g., transactions
involving letters of intent or rights of accumulation), as described
more fully in the Prospectus. Dealer shall not share or rebate any
portion of such Dealer Concessions or otherwise grant any concessions,
discounts or other allowances to any person who is not a broker or
dealer actually engaged in the investment banking or securities
business and is not a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"). Dealer will receive
Dealer Concessions as described above on all purchase transactions in
shareholder accounts (excluding reinvestment of income dividends and
capital gains distributions) for which Dealer is designated as Dealer
of Record except where Distributor determines that any such purchase
was made with the proceeds of a redemption or repurchase of Shares of a
Fund whether or not the transaction constitutes the exercise of the
exchange or conversion privilege.
(b) In addition to the compensation described in Section 4(a) above and
subject to any limitations set forth in the NASD's Rules of Conduct,
including without limitation Rule 2830, Distributor will pay Dealer,
with respect to each of the Funds for which a Distribution Plan
pursuant to Rule 12b-1 of the Investment Company Act of 1940, as
amended (the "1940 Act"), is in place for such Shares and under which a
fee may be paid to broker-dealers for providing distribution or
shareholder services ("12b-1 Funds"), a monthly fee computed at the
annual rate of up to 0.25% of the average aggregate net asset value of
the Shares of such 12b-1 Fund held during the period in accounts for
which Dealer provides services as described in Section 3 above;
provided, however, that any waiver of such fee by Distributor will
apply likewise to
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Dealer and Distributor is obligated to pay such fee to Dealer only so
long as the Distributor is reimbursed by such 12b-1 Funds for such
fees.
If any Shares sold to Dealer under the terms of this Agreement are
repurchased by the Fund, or are tendered for redemption, within seven
business days after the date of Distributor's confirmation of the
original purchase by Dealer, Dealer shall promptly refund to
Distributor the full Dealer Concession received by Dealer pursuant to
Section 4(a) above.
5. Dealer Authorization. Dealer hereby authorizes Distributor to act as
its agent in connection with all transactions in shareholder accounts
for which Dealer is designated as Dealer of Record. All designations of
Dealer of Record and all authorizations of Distributor to act as
Dealer's agent shall cease upon the termination of this Agreement or
upon the shareholders' instructions to transfer his or her account to
another Dealer of Record.
6. Payment for Shares. Payment for all Fund Shares purchased from
Distributor by Dealer shall be received by Distributor within three
business days after acceptance of Dealer's order. If such payment is
not so received by the Distributor, the Distributor and the Fund(s)
reserve the right, without notice, to immediately cancel the sale, or,
at Distributor's option, to sell the Shares ordered by Dealer back to
the Fund in which latter case, Distributor may hold Dealer responsible
for any loss, including the loss of profit, suffered by Distributor or
by the Fund resulting from Dealer's failure to make payment as
described above.
7. Purchase of Shares. Dealer shall purchase Shares of the Fund only
through Distributor or from Dealer's customers. If Dealer purchases
Shares from Distributor, Dealer agrees that all such purchases shall be
made only to cover orders already received by Dealer from its
customers, or for Dealer's own bona fide investment without a view to
resale. If Dealer purchases Shares from its customers, Dealer agrees to
pay such customers the applicable net asset value per share less any
contingent deferred sales charge that would be applicable if such
Shares were then tendered for redemption in accordance with the
applicable Prospectus ("Repurchase Price").
8. Limitation on Sale of Shares. Dealer shall sell Shares only:
(a) to Dealer's customers at the prices described in section 2
above; or
(b) to Distributor as agent for the Fund at the Repurchase Price.
In such a sale to Distributor, Dealer may act either as
principal for Dealer's own account or as agent for Dealer's
customer. If Dealer acts as principal for its own account in
purchasing Shares for resale to Distributor, Dealer agrees to
pay Dealer's customer not less than nor more than the
Repurchase Price which Dealer received from Distributor. If
Dealer acts as agent for Dealer's customer in selling Shares
to Distributor, Dealer agrees not to charge its customer more
than a fair commission for handling the transaction.
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9. Dealer's Representations and Warranties. Dealer hereby represents and
warrants to Distributor that:
(a) Dealer is willing and possesses the legal authority to provide
the services contemplated by this Agreement without violation
of applicable laws;
(b) Dealer is and shall remain throughout the term of this
Agreement a member in good standing of the NASD and shall
immediately notify Distributor should it cease to be a member
of the NASD;
(c) Dealer is and shall remain throughout the term of this
Agreement a broker-dealer duly and properly registered and
qualified under all applicable laws, rules and regulations,
including, but not limited to, all state and federal
securities laws, rules and regulations, as may be necessary or
appropriate for Dealer to perform and observe all of its
duties, obligations and covenants set forth or contemplated by
this Agreement;
(d) Dealer shall throughout the term of this Agreement comply with
the requirements of all applicable laws, rules and
regulations, including, but not limited to, federal and state
securities laws, the rules, regulations and orders of the
Securities and Exchange Commission and the NASD, in performing
and observing all of its duties, obligations and covenants set
forth or contemplated by this Agreement;
(e) Dealer shall not withhold placing with Distributor orders
received from Dealer's customers so as to profit from such
withholding;
(f) Dealer shall not offer Shares of any Fund in any state where
such Shares are not qualified for sale under the Blue Sky Laws
and Regulations of such state or where Dealer is not qualified
to act as a dealer, except in appropriate circumstances when
under state laws and regulations the Share or the sales
transactions are exempt from qualification or dealer
registration is not required; and
(g) Dealer shall give Distributor at least 30 days advance written
notice of any event which will cause an assignment of this
Agreement (as defined in the ▇▇▇▇ ▇▇▇) by Dealer or its
affiliates.
10. Indemnification. Dealer shall indemnify and hold harmless Distributor,
its affiliates and the Fund against any losses, claims, damages,
liabilities or expenses (including reasonable attorneys' fees and
expenses) resulting from (a) any negligence or misfeasance of Dealer or
any of its officers, directors, employees or registered
representatives; or (b) any violation of any law, rule or regulation or
any failure to perform or observe any obligations of Dealer set forth
in this Agreement by Dealer or any of its officers, directors,
employees or registered representatives.
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11. Provision of Sales Material. Distributor shall deliver to Dealer
without charge reasonable quantities of the Fund's Prospectuses with
any supplements thereto currently in effect, copies of current
shareholder reports of the Fund, and sales material issued by
Distributor from time to time.
12. Rule 12b-1 Agreement; Termination. This Agreement is a related
agreement under the Distribution Plan ("Rule 12b-1 Plan"), applicable
for the 12b-1 Funds, as adopted pursuant to Rule 12b-1 under the 1940
Act. This Agreement may be terminated as to the payments made by the
12b-1 Funds under the Rule 12b-1 Plan at any time, without the payment
of any penalty, by the vote of a majority of the members of the Board
of Trustees of Nationwide Investing Foundation III ("NIF III") who are
not interested persons of NIF III and who have no direct or indirect
financial interest in the operation of the Rule 12b-1 Plan or in any
related agreements to the Rule 12b-1 Plan ("Disinterested Trustees") or
by a majority of the outstanding Shares, each with respect to a class
of a 12b-1 Fund, upon delivery of written notice thereof to the parties
to this Agreement.
This Agreement will terminate automatically in the event of its
assignment as defined in the 1940 Act or upon termination of the
Distributer underwriting agreement with the Fund. In addition, either
the Distributor or Dealer may terminate this Agreement upon at least 60
days written notice to the other party.
13. Complete Agreement. This Agreement supersedes and cancels any prior
agreement with respect to the sale of Shares of the Fund and may be
amended at any time and from time to time by written agreement of the
parties hereto.
14. Choice of Law. All sales hereunder are to be made, and title to Shares
shall pass, in Columbus, Ohio. This Agreement is made in the State of
Ohio and shall be interpreted in accordance with the laws of Ohio. Each
party represents that the undersigned has authority to act, and to
execute this Agreement, on behalf of such party.
15. Notices. All communications and notices to Distributor should be sent
to the address below. Any communications or notice to Dealer shall be
duly given if mailed or delivered to Dealer at the address specified by
Dealer below.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers as of the day and year first written above.
NATIONWIDE ADVISORY SERVICES, INC. DEALER
Three Nationwide Plaza, 26th Floor Address:
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By: By:
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