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EXHIBIT (h)(2)
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TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
BETWEEN
NATIONWIDE SEPARATE ACCOUNT MONEY MARKET TRUST
AND
HERITAGE FINANCIAL SERVICES, INC.
This Transfer and Dividend Disbursing Agreement, made as of this first day
of November, 1981, by and between NATIONWIDE SEPARATE ACCOUNT MONEY MARKET
TRUST, a Massachusetts trust, (hereinafter called the "Trust" and HERITAGE
FINANCIAL SERVICES, INC., an Ohio corporation, here called the "Agent."
WITNESSETH
WHEREAS, the Trust desires to enter into a Transfer and Dividend Disbursing
Agent Agreement with Agent under which Agent will provide the services as set
forth in detail in this Agreement and the Agent is desirous of providing such
services upon the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, it is agreed as follows:
1. The Agent shall act as Stock Transfer Agent for the Trust and in this
capacity, the Agent shall:
a. maintain the current name and address and number of shares and
fractional shares owned by all shareholders of the Trust;
b. maintain the certificate number, issuance date and the number of
shares of each outstanding certificate;
c. maintain the certificate number and cancellation date of each
cancelled certificate;
d. deposit and process all investments on a daily basis;
e. establish new accounts;
f. process and mail redemption checks including Automatic Withdrawal Plan
checks;
g. examine and process all legal changes in share registrations and
transfers of ownership;
h. respond to inquiries from investors and the Agent's representatives;
i. prepare and mail confirmation statements.
2. The Agent shall act as the Dividend Disbursing Agent and shall:
a. calculate the shareholders' dividends and capital gains distributions;
b. prepare and mail dividend and capital gains distribution checks;
c. cause reinvestment of such dividends and capital gains where required;
d. prepare and mail dividend and capital gains distribution
confirmations.
3. The Agent shall act as Agent for Proxy and shall:
a. prepare, address and mail all proxies and proxy cards;
b. prepare a shareholder meeting list for each annual meeting of
shareholders;
c. tabulate all proxies;
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d. act as Inspectors at the Nationwide Separate Account Money Market
Trust Annual Shareholder Meeting.
4. The Agent shall also:
a. address and mail semi-annual reports, annual reports and prospectuses;
b. prepare and mail all necessary reports to investors, State and Federal
authorities, including Federal Forms 1099, 1042, and 1042S;
c. issue replacement checks and maintain a "Stop Payment" file;
d. solicit taxpayer identification numbers;
e. provide comprehensive accounting controls and reconciliations of all
cash flow.
5. The Agent agrees to act in good faith in furnishing the services provided
for herein and shall at all times maintain a staff of trained personnel for
the purpose of performing its obligations under the Agreement. The Agent
assumes no responsibility under this Agreement other than to render the
services called for hereunder in good faith. Anything herein to the
contrary notwithstanding, Trust hereby agrees that while Agent has sole
responsibility for performance of its obligations under this Agreement, any
or all duties of Agent may be performed from time to time by one or more
third parties as Agent, in its discretion, shall select, provided that
Trust shall be notified of all contracts between Agent and such third party
or parties and provide copies thereof upon request.
6. The Agent agrees that in all matters relating to the services to be
performed by it hereunder, it will use its best efforts to act in
conformity with the terms of the Trust Indenture, Code of Regulations,
Registration Statements and current Prospectuses of the Trust. Each of the
parties agree that in all matters relating to the performance of this
Agreement, it will use its best efforts to conform and to comply with the
requirements of the Investment Company Act of 1940 and all other applicable
Federal, State or other laws and regulations. Nothing herein contained
shall be deemed to relieve or deprive the Board of Trustees of the Trust of
its responsibility for and control of the conduct of the affairs of the
Trust.
7. The services of the Agent as provided herein are not to be deemed to be
exclusive, and it shall be free to render services of any kind to any other
group, firm, individual or association, and to engage in any other business
or activity.
8. This Agreement, including Exhibit A hereto, may be amended at any time by
mutual written consent of the parties.
9. This Agreement shall be effective as of November 1, 1981, and may be
terminated by either party hereto upon sixty (60) days' written notice
given by one to the other, provided that no such notice of termination
given by the Agent to the Trust shall be effective unless and until a
substitute person or entity has been engaged by the Trust to perform the
services required hereunder for the Trust, or the Trust has certified to
the Agent that other arrangements have been made by it to provide such
services.
10. For its services specified above, the Trust shall pay to the Agent fees as
provided in Exhibit A which is attached hereto and made a part of hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
NATIONWIDE SEPARATE MONEY MARKET TRUST
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman of the Trust
HERITAGE FINANCIAL SERVICES, INC.
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
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