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EXHIBIT (g)(1)
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FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
This GLOBAL CUSTODY ADDENDUM ("ADDENDUM") dated as of 10/20/95, 1995, by
and between NATIONWIDE SEPARATE ACCOUNT TRUST (the "Trust"), and FIFTH THIRD
BANK, a banking corporation organized pursuant to the laws of the State of Ohio
("Bank"), is made as an addendum to the Custody Agreement dated April 17, 1991,
(the "Custody Agreement") between the Trust and Bask;
WHEREAS, Bank has been appointed by the Trust as the Custodian of the
assets of its portfolio of funds and the Trust desires to establish one or more
custody accounts through Bank for Global Custody;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
and covenants contained herein, the parties hereto agree as follows:
1. Definitions. Whenever used in this Addendum, all capitalized or defined
terms shall have meaning defined in the Addendum and if not defined in this
Addendum, shall have the meanings defined in the Custody Agreement.
2. Appointment of Bank as Global CustodianBank is hereby authorized and
directed to, and shall, open and maintain one or more global custody
accounts (the "Account"} in such name or names as the Trust may, from time
to time, direct; and will accept, in accordance with the terms hereof, all
cash and currency (collectively referred to herein as "Cash") and all
securities, instruments and other intangible assets as may be agreed upon
by Bank and the Trust which shall from time to time be delivered to or
received by it or any Sub-custodian in the United States or in a country
approved by the Trust for deposit in or otherwise held in the Account
(collectively referred to herein as "Securities") (Cash and Securities are
collectively referred to herein as "Assets"). Bank assumes no obligation to
recommend the purchase, retention or sale of any Assets unless provided for
by a separate written agreement between the parties.
3. Maintenance of Assets Outside the United States. Bank is hereby authorized
and directed to hold the Assets in the countries with the Sub-custodians
set forth on Schedule A annexed hereto (the "Foreign Sub-custodians "),
which Schedule A may be amended (by deleting, adding or changing
Sub-custodians or deleting countries) from time to time by Bank without the
Trust approval. Bank shall notify (in writing) the Trust of any such
amendment or change.
4. Foreign Sub-Custodians. Except as may otherwise be agreed upon in writing,
Assets of the Trust shall at all times be maintained in custody of an
"Eligible Foreign Custodian" as defined in or exempt under the 1940 Act.
With respect to holding Assets with an Eligible Foreign Custodian, it is
expressly understood and agreed that:
(i) Bank will endeavor, to the extent feasible, to hold Securities in the
country or other jurisdiction in which the principal trading market
for such Securities is located, where such Securities are to be
presented for cancellation and/or payment and/or registration, or
where such Securities are acquired;
(ii) Cash which is maintained in a foreign country will be in any currency
which may be legally held in such country and may be held in
non-interest bearing accounts;
(iii) Foreign Sub-custodians may hold Securities in central securities
depositories or clearing agencies in which such participates, to the
extent permitted under the 1940 Act.
(iv) Unless otherwise agreed to in writing by the parties hereto or
otherwise required by local law or practice, Securities deposited with
Eligible Foreign Custodians will be held in a commingled account in
the name of Bank or its designee sub-custodian as custodian or trustee
for its customers;
-- 275 --
(v) Settlement of and payment for Securities received for, and delivered
from the Account may be made in accordance with the customary or
established securities trading or securities processing practices and
procedures in the jurisdiction or market in which the transaction
occurs, including without limitation, the delivery of Securities to a
purchaser, broker, dealer or their prospective agents either against a
receipt for future payment or without any payment (so-called "free
delivery"); and
(vi) The Trust is solely responsible for the payment of and the
reclamation, where applicable, of taxes. Bank will, however, cooperate
with the Trust in connection with the Trust's payment or reclamation
of taxes and shall make the necessary filings in connection with
obtaining tax exemptions and tax reclamations which are available to
the Trust.
5. Powers of Bank. (a) General ▇▇▇▇▇▇. Subject to and in accordance with the
Trust's instruction, Bank, as the Trust's agent, and for the account and
risk of the Trust, is hereby authorized and empowered, with respect to
Securities held outside the United States with Foreign Sub-custodians, to
authorize and empower Foreign Sub-custodians to:
(i) receive and deliver Assets;
(ii) receive all payments of principal, interest, dividends and other
income and distributions payable with respect to Assets;
(iii) exchange Securities in temporary or bearer form for Securities in
definitive or registered form; effect an exchange of shares where the
par value of stock is changed; and surrender Securities at maturity or
earlier when advised of a call for redemption (provided, however, that
Bank shall not be liable for failure to so exchange or surrender any
security or take other action
(A) if notice of such exchange or call for redemption or other action
was not actually received by Bank from the issuer (with respect
to Securities issued in the United States) or from one of the
nationally or internationally recognized bond or corporate action
services to which Bank subscribes or from the Trust or (B) if, at
the time of deposit, any Security so deposited is subject to
call, exchange, redemption or similar action, unless specifically
instructed to do so by the Trust);
(iv) hold Assets (A) in its vaults, (B) at a domestic or foreign entity
that provides handling, clearing or safekeeping service, (C) with
issuer in non-certificated form, (D) on Federal Book Entry at the
Federal Reserve Bank or (E) with the prior approval of the Trust at
any other location;
(v) register and/or hold Assets in the name of any nominee of Bank or its
Foreign Sub-custodians or any of their respective nominees or any
authorized agent, subsidiary or other entity, including (without
limiting the generality of the foregoing) the nominee of any central
depository, clearing corporation or other entity with which Securities
may be deposited (and the Trust hereby indemnifies and holds harmless
Bank and any such nominee against
any liability as a holder of record);
(vi) hold any investment in bearer form;
(vii) in connection with the receipt of Assets, accept documents in lieu of
such Assets as long as such documents contain the agreement of the
issuer thereof to hold such Assets subject to Bank's sole order;
(viii) make, execute, acknowledge and deliver as agent, any and all
documents or instruments (including but not limited to all
declarations, affidavits and certificates of ownership) that may be
necessary or appropriate to carry out the powers granted herein;
(ix) employ and consult with, and obtain advice from, suitable agents,
including auditors and legal counsel (who may be counsel to the Trust
or the Bank) or other advisers, and Bank shall incur no liability in
acting in good faith in accordance with the reasonable advice and
opinion of such agents or advisers;
(x) make any payments incidental to or in connection with this paragraph
5(a); and
(xi) exercise all other rights and powers and to take any action it deems
necessary in carrying out the purposes of this Addendum.
(b) Discretionary Corporate Action. Whenever Securities or
instruments (including, but not limited to, warrants, options,
tenders, options to tender or non-mandatory puts or calls) confer
optional rights on the Trust or provide for discretionary action
or alternative courses of action by the Trust, the Trust shall be
-- 276 --
responsible for making any decisions relating thereto and for
instructing Bank to act. Bank agrees that it will take no such
action without instructions from the Trust in accordance with
this paragraph 5(b). In order for Bank to act, it must receive
the Trust's instructions at Bank's offices, addressed as Bank may
from time to time request, by no later than noon (Eastern
Standard Time) at least two (2) business days prior tothe last
scheduled date to act with respect to such securities or
instruments (or such earlier date or time as Bank may notify the
Trust). Absent Bank's timely receipt of such instruction, Bank
shall not be liable for failure to take any action relating to or
to exercise any rights conferred by such securities or
instruments.
(c) Voting. With respect to all Securities, however registered, the
voting rights are to be exercised by the Trust or its designee.
With respect to Securities issued in the United States, Bank's
only duty shall be to mail to the Trust any documents (including
proxy statements, annual reports and signed proxies) relating to
the exercise of such voting rights. With respect to Securities
issued outside the United States at the request of the Trust,
Bank will provide the Trust with access to a provider of global
proxy services (the cost of which will be paid by the Trust). If
the Trust determines not to utilize the services of such global
proxy services provider, Bank will endeavor to provide the Trust
with proxy material actually received by Bank from
Sub-Custodians, but otherwise shall have no obligations with
respect to voting.
(d) Foreign Exchange Transactions. Bank, as principal, is authorized
to enter into spot or forward foreign exchange contracts with the
Trust and may provide such foreign exchange services to the Trust
through its subsidiaries or affiliates or through Foreign
Sub-Custodians. Instructions, including standing instructions,
may be issued with respect to such contracts, but Bank may
establish rules or limitations concerning any foreign exchange
facility made available to the Trust. In all cases where Bank,
its subsidiaries or affiliates or Foreign Sub-custodians enter
into foreign exchange contracts relating to the Account, the
terms and conditions of such foreign exchange contracts shall
apply to such transaction. Neither Bank nor any Foreign
Sub-custodian shall be liable for any fluctuations or changes in
foreign exchange rates, which shall be the sole risk and
liability of the Trust.
6. Agreements with Foreign Sub-Custodians. Each agreement with a Foreign
Sub-custodian shall provide that: (a) Assets will not be subject to any
right, charge, security interest, lien or claim of any kind in favor of the
foreign sub-custodian or its creditors or agent, except a claim of payment
for their safe custody or administration; (b) beneficial ownership of the
Assets will be freely transferable without the payment of money or value
other than for custody or administration; (c) adequate records will be
maintained separately identifying the Assets; (d) officers of or auditors
employed by, or other representatives of the Trust and any sub-custodian,
including to the extent required under applicable law the independent
public accountants for the Trust, will be given access to the books and
records of the Foreign Sub-custodian relating to its actions under its
agreement with the Foreign Sub-custodian; and (e) Assets of the Trust held
by the Foreign Sub-custodian will be subject only to the instructions of
the Bank, its sub-custodian or its agents.
7. Transactions in Foreign Custody Account.
(a) Except as otherwise provided in Paragraph (b) of this Section 7, the
provisions of Section 4 of the Custody Agreement shall apply, equally
to the Securities of the Trust held outside the United States by
Foreign Sub-custodian.
(b) Notwithstanding any provision of this Addendum to the contrary,
settlement and payment for Securities received for the account of the
Trust and delivery of Securities maintained for the account of the
Trust may be effected in accordance with the customary established
securities trading or securities processing practices and procedures
in the jurisdiction or market in which the transaction occurs,
including, without limitation, delivering securities to the purchaser
thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with expectation of receiving later payment
for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a Foreign Sub-custodian may be
maintained in the name of such entity's nominee to the same extent as
set forth in Section 4 of this Addendum, and the Trust agrees to hold
any such nominee harmless from any liability as that may occur from
being a holder of record of such Securities.
-- 277 --
8. Liability of Foreign Sub-Custodians. Each agreement pursuant to which the
Bank or its Sub-custodian employs a foreign banking institution as a
Foreign Sub-custodian shall to the extent applicable require the
institution to exercise the customary standard of care in the performance
of its duties and to indemnify, and hold harmless, the Bank and any
Sub-Custodian for the benefit of the Trust for and against any loss,
damage, cost, expense, liability or claim arising out of or in connection
with the institution's performance of such obligations. At the election of
the Trust, it shall be entitled to be subrogated to the rights of any
sub-custodian with respect to any claims against a Foreign Sub-custodian as
a consequence of any such loss, damage, cost, expense, liability or claim
if and co the extent that the Trust has not been made whole for any such
loss, damage, cost, expense, liability or claim.
9. Tax Law. The Bank shall have no responsibility or liability for any
obligations now or hereafter imposed on the Trust or any sub-custodian by
the tax law of the United States of America or any state or political
subdivision thereof. It shall be the responsibility of the Trust to notify
the Bank and any sub-custodian of the obligations imposed on the Trust or
any sub-custodian of the Trust by the tax law of jurisdictions other than
those mentioned in the above sentence, including responsibility for
withholding and other taxes, assessments or other governmental charges,
certifications and governmental reporting. The sole responsibility of the
Bank except as provided for in Section 4(vi), with regard to such tax law
shall be to use reasonable efforts to assist the Trust with respect to any
claim for exemption or refund.
10. Compensation, Fees, Expenses and Taxes.
(a) In consideration of the services to be rendered pursuant to this
Addendum, the Trust shall compensate Bank in accordance with and
pursuant to the Fee Schedule annexed hereto as Schedule B, which Fee
Schedule may be amended from time to time upon thirty (30) days' prior
written notice to the Trust.
(b) In addition, the Trust shall be responsible for and shall reimburse
Bank for all direct and actual costs, expenses, and fees incurred by
Bank in connection with this Addendum, including (without limiting the
generality of the foregoing) all brokerage fees and costs and transfer
taxes incurred in connection with the purchase, sale or disposition of
Assets, and all income taxes or other taxes of any kind whatsoever
which may be levied or assessed under existing or future laws upon or
in respect to the Assets, and all other similar expenses related to
the administration of the Account incurred by Bank in the performance
of its duties hereunder (including reasonable attorneys' fees and
expenses).
(c) Fees and reimbursement for costs and expenses shall be paid monthly
after the last business day of each calendar month, with the first
payment for the calendar month following any activity. Subject to
prior Trust approval, Bank is hereby authorized to charge the Account
for such fees, costs and expenses.
(d) In the event services are rendered for less than a calendar month or
this Addendum is terminated prior to the end of a calendar month, the
Trust shall pay Bank's fee prorated for the portion of the calendar
month such services are rendered, plus any costs and expenses incurred
by Bank for the Trust's Account up to or subsequent to the date of
termination.
11. Limitation of Liability, Indemnification.
(a) Bank shall not be liable for any Losses (as defined below) or action
taken or omitted or for any loss or injury resulting from its actions
or its performance or lack of performance of its duties hereunder in
the absence of negligence, bad faith or willful misconduct on its
part. With respect to Losses incurred by the Trust as a result of the
acts or the failure to act by any Sub-custodian or Foreign
Sub-custodian, Bank shall take appropriate action to recover such
Losses from such sub-custodian; and Bank's sole responsibility and
liability to the Trust shall be limited to amounts so received from
such Sub-custodian (exclusive of costs and expenses incurred by Bank).
In no event shall Bank or any Sub-custodian be liable (i) for acting
in accordance with instructions from the Trust or any agent of the
Trust, (ii) for special or consequential damages, (iii) for the acts
or omissions of its nominees, correspondents, designees or subagents,
(iv) for holding Assets in any particular country, including, but not
limited to, Losses resulting from nationalization, expropriation or
other governmental actions; regulation of the banking or securities
industry; currency controls or restrictions, devaluations or
fluctuations; or market conditions which prevent the orderly execution
of securities transactions or affect the value of Assets, or (v) for
any Losses due to forces beyond the control of Bank or any
-- 278 --
sub-custodian, including, without limitation, strikes, work stoppages,
acts of war or terrorism, insurrection, revolution, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware)
services.
(b) Except as limited by 11(a) the Trust shall be liable for and shall
indemnify Bank and hold it harmless against any and all claims,
losses, liabilities, damages or expenses (including reasonable
attorneys' fees' and expenses) (collectively referred to herein as
"Losses") however arising from or in connection with this Addendum or
the performance of Bank's duties hereunder, provided, however, that
nothing contained herein shall limit or in any way impair the right of
Bank to indemnification under any other provision of this Agreement.
(c) No legal action, shall be instituted against Bank after one year from
the date of the first Confirmation, Statement of Assets or Statement
of Accounts that reflects the information, error or omission which
provides the basis for such claim.
(d) The Trust understands that when a sub-custodian is instructed to
deliver Assets against payment, it may deliver such Assets prior to
actually receiving final payment and that, as a matter of bookkeeping
convenience, it may credit the Trust's Account with anticipated
proceeds of sale prior to actual receipt of final payment. The risk of
non-receipt of payment shall be Trust's, and Bank or said
sub-custodian shall have no liability therefor.
(e) All credits to the Account of the Trust of anticipated proceeds of
sales and redemptions of Assets and of anticipated income from Assets
shall be conditional upon receipt of final payment and may be reversed
to the extent final payment is not received. In the event that Bank in
its description advances funds to the Trust to facilitate the
settlement of any transaction, or elects to permit the Trust to use
funds credited to the Account in anticipation of final payment, or if
the Trust otherwise becomes indebted to Bank (including indebtedness
as a result of overdrafts in the Account), the Trust shall,
immediately upon demand, reimburse Bank for such amounts plus any
interest thereon, except as may be provided through another agreement
between the parties.
(f) Bank's duties and responsibilities are solely those set forth herein
and it shall not be obligated to perform any services or take any
action not provided for herein unless specifically agreed to by it in
writing. Nothing contained in this Agreement shall cause Bank to be
deemed a trustee or fiduciary for or on behalf of the Trust.
12. Reports; Statements of Account; Computer Services.
(a) Written Reports. Bank shall provide the Trust on a periodic basis with
Statements of Assets in the Account ("Statement of Assets") and
Statements of Account showing all transactions in the Account
("Statement of Account"). Statement of Assets, Statement of Account
and Confirmations shall identify the Assets held, and transactions
involving, each Sub-custodian.
(b) Examination of Reports. The Trust shall examine promptly each such
Confirmation, Statement of Account and Statement of Assets. Unless
Customer files with Bank a written exception or objection within
ninety (90) days after the date of such Confirmation or the closing
date of the period covered by the first such Statement of Assets or
Statement of Account that reflects an error or omission, Trust shall
be conclusively deemed to have waived any such exception or objection
or claim based thereon.
13. Notices, Instructions and Other Communications. Unless otherwise specified
herein, all Statements of Assets, Statements of Account and Confirmations
shall be in writing and all notices, instructions or other communications
may be given either orally or in writing (including by tested telex,
telecopy or other electronic transmission, which may include Trade Reports
issued by the Institutions Delivery System or Depository Trust Company).
All Statements of Assets, Statements of Account, Confirmations,
notices, instructions and other communications shall be delivered to the
address (post office, telephone, telex or other electronic address) set
forth on Schedule C annexed hereto, which address may be changed upon
thirty (30) days' prior written notice to the other party. The Trust shall
furnish, and shall cause each Investment Manger to furnish, to Bank a
certificate indicating those person who are authorized to give Bank
instructions hereunder and with specimen signatures of such person. Bank is
authorized to comply with and rely upon any such notices, instructions or
other communications believed by it to have been sent or given by an
authorized person. Bank's understanding of any oral notice, instruction or
other communication shall be deemed controlling (whether given or received
by Bank), notwithstanding any discrepancy between such understanding and
any subsequent confirming document or communication.
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14. Appointment of Investment Manager. The Trust may, from time to time,
appoint one or more investment managers (each an "Investment Manager") to
manage the Assets in the Account, to vote securities in the Account, to
purchase, sell or otherwise acquire or dispose of Assets in the Account,
and to engage in foreign exchange transactions on behalf of the Trust. Upon
receipt of notice of the appointment of any Investment Manager, which
notice shall be annexed hereto as Schedule D (as such Schedule may be
amended from time to time by the Trust), and except as otherwise provided
herein, Bank is to rely upon and comply with (and shall have no liability
for relying upon and complying with) instructions and directions from the
Investment Manager (including instructions and directions with respect to
the voting of securities in the Account, the purchase, sale or other
acquisition or disposition of Assets in the Account and the furnishing of
information and records relating to the Account to the Investment Manager)
to the same extent as if such instructions and directions were given by the
Trust and Bank shall have no duty or obligation to determine the propriety
or appropriateness of such instructions or directions. Any such appointment
shall remain in full force and effect unless and until Bank receive written
notice from the Trust to the contrary.
15. Termination. This Addendum shall be continuing and shall remain in full
force and effect until terminated by Bank or the Trust upon the termination
of the Custody Agreement between the Trust and Bank.
16. Assignment. Neither Bank nor the Trust shall assign this Addendum without
first obtaining the written consent of the other party hereto.
17. Headings and Capital Terms. The section and paragraph headings contained
herein are for convenience and reference only and are not intended to
define or limit the scope of any provision of this Addendum. All
capitalized terms used in this Addendum but not defined in this Addendum
shall have the meanings assigned to such terms in the Custody Agreement.
18. Entire Agreement; Amendment. This Addendum and the Custody Agreement to
which it is attached shall constitute the entire agreement of the parties
with respect to the subject matter and supersedes all prior oral or written
agreements in regard thereto. Except as otherwise provided, this Addendum
may be amended only by an instrument in writing duly executed by both
parties hereto.
19. Conflicts. To the extent the terms and conditions under this Addendum
conflict with the terms and conditions of the parties under the Custody
Agreement, this Addendum shall control and take priority involving Assets
held in the Global Custody Account and/or with Foreign Sub-custodians.
20. Governing Law; Jurisdiction; Certain Waivers.
(a) This Addendum shall be interpreted and construed in accordance with
the internal substantive laws (and not the choice of law rules) of the
State of Ohio.
(b) The invalidity, illegality or unenforceability of any provision of
this Addendum shall in no away affect the validity, legality or
enforceability of any other provision; and if any provision is held to
be unenforceable as a matter of law, the other provisions shall not be
affected thereby and shall remain in full force and effect.
21. Rights and Remedies. The rights and remedies conferred upon the parties
hereto shall be cumulative, and the exercise of waiver of any such rights
or remedy shall not preclude or inhibit the exercise or any additional
rights or remedies. The waiver of any right or remedy hereunder shall not
preclude or inhibit the subsequent exercise of such right or remedy.
IN WITNESS WHEREOF, this ▇▇▇▇▇▇▇▇ has been executed and attested as of the
day and year first above written, by the duly authorized offices of the Trust
and Bank.
NATIONWIDE SEPARATE ACCOUNT TRUST
Attest:
/s/ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: Name:
Title: Title:
THE FIFTH THIRD BANK
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Title: A.V.P.
-- 280 --
SCHEDULE A
THE FIFTH THIRD BANK
GLOBAL CUSTODY NETWORK
COUNTRIES AND SUB-CUSTODIANS
FOR
NATIONWIDE SEPARATE ACCOUNT TRUST
10/20/1995
COUNTRY SUB-CUSTODIAN
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Argentina Citibank, Buenos Aires Branch
Australia Westpac Banking Corp., Sydney
Austria GiroCreditBank Aktiengesellschaft der Sparkassen, Vienna
Banglasesh Standard Chartered Bank, Dhaka branch
Belgium Generale de Banque, Brussels
Bolivia Banco Boliviano Americano, La Paz
Botswana Barclays Bank of Botswana Limited (BBBL), Gaborone (80.4%
owned by Barclays Bank Plc. U.K.)
Brazil Citibank, N.A., Sao Paulo
Canada Canada Trust Co., Toronto
Chile Citibank, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
China Hongkong and Shanghai Bank, Shanghai & Shenzhen Branches
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria (subsidiary of
Citibank Colombia)
Cyprus Barclays Bank Plc, Nicosia Branch
Czech Republic Ceskoslovenska Obchodni Banka A.S. (CSOB), Prague
Denmark Den Danske Bank, Copenhagen
Ecuador Banco del Pacifico, Quito
Egypt National Bank of Egypt
Finland Kansallis-Osake-Pankki (KOP), Helsinki
France Banque Paribas, Paris
Germany Berliner Handels-und Frankfurter Bank (BHF), Frankfurt
Ghana Barclays Bank of Ghana, Ltd. (60% owned by Barclays Plc.
U.K.)
Greece National Bank of Greece (NBG), Athens
Hong Kong Standard Chartered Bank, Hongkong branch
Hungary Citibank Budapest Rt. (via Citibank N.A. N.Y., for U.S.
Mutual fund clients)
India Hongkong and Shanghai Banking Corp., Bombay branch
Indonesia Standard Chartered Bank, Jakarta Branch
Ireland Bank of Ireland, Dublin
Israel Bank Hapoalim, Tel Aviv
Italy ▇▇▇▇▇▇ Guaranty Trust Co., Milan
Japan Sumitomo Trust and Banking Co., Ltd., Tokyo
Jordan British Bank of the Middle East, Amman
Kenya Barclays Bank of Kenya Ltd. (BBKL), Nairobi (68.5% owned by
Barclays Bank, Plc., U.K.)
Korea Bank of Seoul, Seoul
Malaysia Standard Chartered Bank, Kuala Lumpur Branch
Mexico Citibank N.A., Mexico City branch
Morocco Banque Commerciale du Maroc (BCM), Casablanca
Netherlands MeesPierson NV, Amsterdam
New Zealand Australia and New Zealand Banking Group, Ltd., Wellington
Norway Christiania Bank og Kreditkasse, Oslo
Pakistan Deutsche Bank AG, Karachi branch
Peru Citibank N.A., Lima branch
Philippines Standard Chartered Bank, Manila branch
Poland Bank Polska Kasa Opieki (Pekao), Warsaw
Portugal Banco Commercial Portugues (BCP), Lisbon
Singapore Development Bank of Singapore, Ltd. (DBS), Singapore
South Africa Standard Bank of South Africa Ltd., Johannesburg
Spain Banco Santander, Madrid
Sri Lanka The Hongkong and Shanghai Banking Corporation Ltd. (HSBC),
Colombo branch
Sweden Skandinaviska Enskilda Banken (SE-Banken), Stockholm
Switzerland Lombard Odier et Cie, Generva Union Bank of Switzerland
(UBS), Zurich (U.S. mutual fund accounts)
Taiwan The Central Trust of China, Taipei
Thailand Standard Charterd Bank, Bangkok branch
Trinidad and Tobago Republic Bank Limited, Port-of-Spain
Tunisia Banque Internationale Arabe De Tunisie (BIAT), Tunis
Turkey Ottoman Bank, Istanbul Citibank N.A. Istanbul branch
(U.S. mutual fund accounts)
United Kingdom State Street London Ltd.
United States State Street Bank and Trust Company, Boston
Uruguay Citibank N.A., Montevideo Branch
Venezuela Citibank, Caracas Branch
Zimbabwe Barclays Bank of Zimbabwe (BBZL), Harare, (66% owned by
Barclays Bank, Plc. U.K.)
-- 281 --
SCHEDULE B
FIFTH THIRD BANK
CUSTODY FEE SCHEDULE
NATIONWIDE SMALL COMPANY FUND
SYSTEMS:
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Automated Securities
Workstation: $200.00 Initial Setup, $150.00 per month
Mainframe to Mainframe: $200.00 Initial Setup, $150.00 per month
ACCESS: $50.00 monthly, free with ASW
*Basic Monthly Charge: .08% of assets on foreign asset value
0015% of assets on domestic asset value
foot1Minimum Fee - $2,400 annually Per Agreement,
only consolidated account will be billed the
basic monthly charge
Waived for first 12 months of fund
U.S. TRANSACTION CHARGES:
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Book Entry (DTC, Fed, Repos, BAs) $9.00
Physical Securities (NY, ▇▇▇▇▇, NY CP) $25.00
PTC Eligible $25.00
Options $25.00
Turnaround Trade $50.00
Pair-off Trade $25.00
MAINTENANCE FEES:
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Amortized principal & income payments per issue $5.00
INTERNATIONAL TRANSACTION CHARGES:
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Euroclear & Cedel $30.00
Group A Countries $30.00
Group B Countries $60.00
Group C Countries $72.00
Group D Countries $84.00
MISCELLANEOUS FEES:
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Per additional Repo collateral $5.00
Voluntary Corporate Actions $25.00
Incoming Wire Transfers $7.00
Outgoing Wire Transfers $7.00
Check Requests $6.00
Automated Asset Recon $25.00
Escrow Receipt $50.00
Tax Letter $50.00
Special Services $75.00
Overnight Packages $8.00
GROUP A GROUP B GROUP C GROUP D GROUP E
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Austria Australia Denmark Indonesia Greece
Canada Belgium Finland Malaysia Turkey
Germany Hong Kong France Philippines
Japan Netherlands Ireland Portugal
Singapore Italy South Korea
Switzerland Luxemborg Spain
Mexico Sri Lanka
Norway Sweden
Thailand Taiwan
U.K.
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SCHEDULE C
THE FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
NOTICES
OCTOBER 20, 1995
TO THE FIFTH THIRD BANK:
Post Office Address:
Fifth Third Center
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Attention:
Telephone:
Telex:
Telecopy:
TO: Nationwide Financial Services
Post Office Address:
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Waived for first 12 months of fund
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