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Exhibit (9)(b)
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
BETWEEN
NATIONWIDE INVESTING FOUNDATION III
AND
NATIONWIDE INVESTORS SERVICES, INC.
This Transfer and Dividend Disbursing Agent Agreement ("Agreement"),
made this ______ day of __________________, ______, by and between Nationwide
Investing Foundation III, an Ohio business trust, hereinafter called the
("Trust") and Nationwide Investors Services, Inc., an Ohio corporation
hereinafter called the ("Agent").
WITNESSETH:
WHEREAS, the Trust desires to enter into a Transfer and Dividend
Disbursing Agent Agreement with the 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; and
WHEREAS, Trust is an open-end management investment company and is or
will be so registered under the Investment Company Act of 1940, as amended, and
has or will have registered its shares for public offering under the Securities
Act of 1933; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, it is agreed as follows:
1. The Agent shall act as Transfer Agent for the Trust and in this
capacity, the Agent shall:
a. maintain the current name and address, issuance date, and number
of shares and fractional shares owned by all shareholders of the
Trust;
b. deposit and process all investments on a daily basis;
c. establish new accounts;
d. process and mail redemption checks including Systematic
Withdrawal Plan checks;
e. examine and process all legal changes in share registrations and
transfers of ownership;
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f. respond to inquiries from investors and representatives selling
shares of the Trust;
g. 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 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 Form 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.
4. 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
provided copies thereof upon request.
5. 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 Declaration of Trust, Bylaws, Code of
Ethics, Registration Statements and current
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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 to and 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.
6. 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
other business or activity.
7. This Agreement, including Exhibit A hereto, may be amended at any time
by mutual written consent of the parties.
8. This Agreement 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.
9. 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
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 INVESTING FOUNDATION III
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Treasurer
NATIONWIDE INVESTORS SERVICES, INC.
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
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EXHIBIT A
REVISED SCHEDULE OF FEES
Funds of the Trust
Nationwide Mid Cap Growth Fund
Nationwide Growth Fund
Nationwide Fund
(the "Nationwide Equity Funds")
Nationwide Bond Fund
Nationwide Tax-Free Income Fund
Nationwide Long-Term U.S. Government Bond Fund
Nationwide Intermediate U.S. Government Bond Fund
(the "Nationwide Fixed Income Funds")
(collectively, the "Nationwide Funds")
Nationwide Money Market Fund
Nationwide S&P 500 Index Fund
▇▇▇▇▇▇ Capital Accumulation Fund
Prestige Large Cap Value Fund
Prestige Large Cap Growth Fund
Prestige Small Cap Fund
Prestige Balanced Fund
Prestige International Fund
(the "Prestige Funds")
For the services specified in the Agreement, the Trust shall pay the Agent the
sum of:
$16.00 per account for Class A, Class B and Class D Shares of the
Nationwide Equity Funds per annum; and Class A and Class B Shares of
the Prestige Funds per annum;
$18.00 per account for Class A, Class B and Class D Shares of the
Nationwide Fixed Income Funds per annum;
$27.00 per account for the Nationwide Money Market Fund;
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to be computed monthly, based on the number of accounts as shown on the books of
each class of each Fund at each month-end.
In addition, for the services specified in the Agreement, the Trust shall pay
the Agent an annual fee, computed daily and payable monthly, of 0.01% of average
daily net assets of the Local Fund Shares of the Nationwide S&P 500 Index Fund,
the Class Y Shares of the Prestige Funds and the Institutional Service Class
shares, Institutional Class shares and Investor Class shares of the ▇▇▇▇▇▇
Capital Accumulation Fund.
The fees listed above are payable on or before the 10th of each succeeding
month.
In addition, the Trust shall pay the Agent reimbursement for the out-of-pocket
expenses, including postage, telephone, forms, supplies and counsel.
Special extraordinary projects shall be performed by the Agent at rates to be
determined and agreed upon by parties, based on time and effort involved.
Dated as of November 2, 1998.
AGREED TO AND ACCEPTED BY:
NATIONWIDE INVESTING FOUNDATION III
By: _________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Treasurer
NATIONWIDE INVESTORS SERVICES, INC.
By: _________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer