Exhibit 23(h)(1)(a)
FORM OF
FUND ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
AS AMENDED AND RESTATED
This Fund Administration and Transfer Agency Agreement (the "Agreement") is made
as of May 1, 2007 and amended as of December 3, 2007* between Nationwide Mutual
Funds (formerly, Gartmore Mutual Funds) (the "Trust"), a Delaware statutory
trust, and Nationwide Fund Management LLC (formerly, Gartmore Investor Services,
Inc.), a Delaware limited liability company ("NFM").
WHEREAS, the Trust operates as an open-end management investment company and is
registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and
WHEREAS, the Trust previously entered into a combined Fund Administration and
Transfer Agency Agreement with Gartmore SA Capital Trust (now know as Nationwide
SA Capital Trust ("NSA")) as the Administrator and NFM as Transfer Agent in
December 2003 (the "Agreement") which Agreement has been further amended and
restated, most recently as of January 1, 2005;
WHEREAS, the Trust, NSA and NFM now desire to further amend and restate the
Agreement to: (1) have NFM assume all of NSA's fund administration duties and
obligations under the Agreement ("Administration Services") whereupon NFM, the
current Transfer Agent will also serve as Administrator and provide the
Administration Services previously provided by NSA; and (2) to add monitoring,
processing and filing of proofs of claims to the Administration Services NFM
will provide under the Agreement including authorizing NFM to delegate its
obligations with respect thereto to a third party and to address related
liability limits and costs related thereto; and
WHEREAS, the Trust desires to now retain NFM as "Administrator" to provide the
Administration Services and as "Transfer Agent" to provide Transfer Agency
Services as described below with respect to certain of the series of the Trust
(the "Funds"), each of which are now, or may hereafter be, listed on Exhibit C
to this Agreement, and NFM is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR AND TRANSFER AGENT AND SERVICES AND
DUTIES. The Trust hereby appoints NFM as administrator of the Trust and
the Funds (the "Administrator") on the terms and conditions set forth
in this Agreement; and the Administrator hereby accepts such
appointment and agrees to perform the services and duties set forth in
Exhibit A of this Agreement in consideration of the compensation
provided for in Section 4 hereof. The services listed on Exhibit A,
along with any additional services that the Administrator shall agree
in writing to perform for the Trust hereunder, shall be referred to in
this Agreement as "Administration Services." Administration Services
shall not include any duties, functions or services to be performed for
the Trust by the Trust's investment advisers, subadvisers or custodian
pursuant to their agreements with the Trust or by NFM as the transfer
agent pursuant to this Agreement.
The Trust hereby appoints NFM as the transfer agent of the Trust and
the Funds (the "Transfer Agent") on the terms and conditions set forth
in this Agreement, and the Transfer Agent hereby accepts such
appointment and agrees to perform the services and duties set forth in
Exhibit B of this Agreement in consideration of the compensation
provided for in Section 4 hereof. The services listed on Exhibit B,
along with any additional services that the Transfer Agent shall agree
in writing to perform for the Trust hereunder, shall be referred to in
this Agreement as "Transfer Agency Services." Transfer Agency Services
shall not include any duties, functions or services to be performed for
the Trust by the Trust's investment advisers, subadvisers or custodian
pursuant to their agreements with the Trust or by NFM as the
Administrator pursuant to this Agreement.
Together the Administration Services and the Transfer Agency Services
shall be referred to as the "Services" in this Agreement.
When performing the Services to the Trust and the Funds, the
Administrator and the Transfer Agent will each comply with the
provisions of the Trust's Declaration of Trust, Bylaws, Code of Ethics
and Registration Statements, will safeguard and promote the welfare of
the Trust and the Funds, and will comply with the policies that the
Trustees may from time to time reasonably determine, provided that such
policies are not in conflict with this Agreement, the Trust's governing
documents, or any applicable statutes or regulations.
2. SUBCONTRACTING. The Administrator and Transfer Agent may, at it's own
expense, subcontract with any entity or person concerning the provision
of the Services; provided, however that the Administrator or Transfer
Agent shall not be relieved of any of its obligations under this
Agreement by the appointment of such subcontractor and provided
further, that the Administrator and Transfer Agent shall be
responsible, to the extent provided in sections 7 and 8, respectively,
for all acts of such subcontractor as if such acts were its own
including any payment for services provided by subcontractor.
Notwithstanding the foregoing, to the extent the Administrator desires
to subcontract to any entity or person all or a portion of the Services
referenced in paragraph r of Exhibit A, the fees, expenses and costs of
such subcontractor shall be allocated between (a) the Administrator or
Transfer Agent and (b) the Trust, in accordance with the provisions of
paragraph r of Exhibit A, provided the engagement and retention of the
subcontractor and the terms thereof with respect to such
subcontractor's services to the Trust are approved in advance of such
engagement and retention by the Board of Trustees of the Trust or a
Committee of the Board of Trustees of the Trust with delegated
authority to approve such engagement and retention.
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Further, to the extent the Administrator desires to subcontract to any
entity or person the Services referenced in paragraph "s" of Exhibit A,
all fees, expenses and costs of such subcontractor shall be borne by
the Trust, in accordance with the provisions of paragraph "s" of
Exhibit A, provided the engagement and retention of the subcontractor
and the terms thereof with respect to such subcontractor's services to
the Trust are approved in advance of such engagement and retention by
the Board of Trustees of the Trust or a Committee of the Board of
Trustees of the Trust pursuant to delegated authority to approve such
engagement and retention.
3. EXPENSES. The Administrator and Transfer Agent shall be responsible for
expenses incurred in providing the Services to the Trust, including the
compensation of the Administrator's and Transfer Agent's employees who
serve as officers of the Trust, except as provided for in Exhibit C,
and except to the extent such expenses are not otherwise required to be
reimbursed or paid by the Trust in this section 3 or Exhibit A. The
Trust (or the Trust's investment advisers pursuant to their respective
Advisory Agreements) shall be responsible for all other expenses of the
Trust, including...without limitation: (i) investment advisory and
subadvisory fees; (ii) interest and taxes; (iii) brokerage commissions,
short sale dividend expenses and other costs in connection with the
purchase or sale of securities and other investment instruments; (iv)
fees and expenses of the Trust's trustees, other than those who are
"interested persons" of the Administrator or investment adviser of the
Trust; (v) legal and audit expenses; (vi) custodian fees and expenses;
(vii) fees and expenses related to the registration and qualification
of the Trust and the Trust's shares for distribution under state and
federal securities laws; (viii) expenses of printing and mailing
reports and notices and proxy material to beneficial shareholders of
the Trust; (ix) all other expenses incidental to holding meetings of
the Trust's shareholders, including proxy solicitations therefore; (x)
insurance premiums for fidelity and other coverage; (xi) association
membership dues; (xii) the allocable portion of the fees, expenses and
costs attributable to the development, implementation, preparation,
administration, monitoring, reviewing and testing of the Trust's
compliance program under rule 38a-1 of the Investment Company Act, as
more fully described in paragraph r of Exhibit A; (xiii) all fees,
expenses and costs attributable to the monitoring, processing and
filing of proofs of claims on behalf of the Trust, as more fully
described in paragraph "s" of Exhibit A including the annual fee paid
to any third party subcontractor; and (xiv) such nonrecurring or non
routine expenses as may arise, including those relating to actions,
suits or proceedings to which the Trust is a party and the legal
obligation which the Trust may have to indemnify the Trust's trustees
and officers with respect thereto.
4. COMPENSATION. For the Services provided, the Trust hereby agrees to pay
and the Administrator and Transfer Agent hereby agrees to accept as
full compensation for the services rendered hereunder the fee listed
for the Trust on Exhibit C. Such fees will be computed daily and
payable monthly at an annual rate based on a Fund's average daily net
assets and will be paid monthly as soon as practicable after the last
day of each month.
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In case of termination of this Agreement during any month, the fee for
that month shall be reduced proportionately on the basis of the number
of business days during which it is in effect, and the fee computed
upon the average net assets for the business days it is so in effect
for that month.
5. ANTI-MONEY LAUNDERING PROGRAM ("AML PROGRAM"). The Trust and the
Transfer Agent have each adopted and implemented anti-money laundering
policies, procedures and controls that comply and will continue to
comply in all respects with the requirements of anti-money laundering
laws and regulations applicable to investment companies. Each of the
Trust and the Transfer Agent will at all times during its relationship
with the other party strictly adhere to its respective anti-money
laundering policies, procedures and controls.
a. Anti-Money Laundering Policies. Each of the Trust and Transfer
Agent hereby represents and warrants that it has anti-money
laundering policies, and procedures that are in compliance
with federal, state and local laws and regulations applicable
to investment companies, as may be amended from time to time.
Each of the Trust and Transfer Agent hereby represents and
warrants that it: 1) has a designated compliance officer
responsible for administering and enforcing its anti-money
laundering program; 2) will provide on-going training to its
employees in its anti-money laundering policies and procedures
and applicable anti-money laundering laws; 3) will
periodically audit its anti-money laundering program and 4)
will consent to fully cooperate with any federal examiner for
the purposes of obtaining records and information related to
the AML Program for the Trust.
b. Account Opening Procedures. To the extent the Transfer Agent
receives and processes account applications for the Trust, the
Transfer Agent shall ensure each customer (as defined under 31
CFR ss. 103.131(a)(2) ("Customer") who is seeking to open an
"account" (as defined under 31 CFR ss. 103.131(a)(1)
("Account") provides the required data elements listed under
31 CFR ss. 103.131(b)(2)(i) ("Identification Data"), prior to
opening an Account for a Customer. In addition, the Transfer
Agent shall ensure that each Customer receives the notice
required under 31 CFR ss. 103.131(b)(5) prior to opening the
Customer's Account.
c. Due Diligence. To the extent that the Transfer Agent receives
and processes account applications, the Transfer Agent, using
documentary and non-documentary methods to verify some or all
of the Identification Data, shall, to the extent reasonable
and practicable, verify the identities of, and conduct due
diligence (and, where appropriate, enhanced due diligence)
with regard to, all Customers seeking to open an Account and,
where applicable based on a reasonable risk-based assessment,
the principal beneficial owners on whose behalf a Customer is
seeking to open an Account, in accordance with the Transfer
Agent's anti-money laundering policies, procedures and
controls, and this Agreement. Such methods must allow the
Transfer Agent to form a reasonable belief that it knows the
true identity of the Customer within a reasonable time frame
after opening the Account for the Customer. In the event that
the Transfer Agent cannot, within a reasonable period after
opening an Account for a Customer, verify the identity of the
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Customer or cannot form a reasonable belief that it knows the
true identity of the Customer, the Transfer Agent will
promptly notify the Trust and the Anti-Money Laundering
Compliance Officer of the Trust.
d. Anti-Money Laundering Records. To the extent that the Transfer
Agent receives and processes account applications, the
Transfer Agent will hold all identifying information of each
Customer seeking to open an Account and, where applicable
based on a reasonable risk-based assessment, the beneficial
owners on whose behalf a Customer is seeking to open an
Account, in accordance with the Transfer Agent's anti-money
laundering policies, procedures and controls, and this
Agreement, and maintain such information for at least five
years following an investor's final redemption from a Fund. In
addition, the Transfer Agent will create and maintain: (i) a
description of any document relied on to verify the
Identification Data; (ii) a description of the methods used
and the results of such verification; and (iii) a description
of the resolution of any substantive discrepancy discovered
when verifying the identity of any such customer. The Transfer
Agent will maintain the information listed in (i)-(iii) for a
period of five years after such record was made. The Transfer
Agent shall promptly make such information required under this
sub-section d available to the Trust or federal regulatory or
law enforcement agencies upon proper request without violating
any privacy laws as described in Section 6.
e. Prohibited Customers. The Transfer Agent will take all
reasonable and practicable steps to ensure that it does not
accept or maintain investments in any Fund, either directly or
indirectly, from the following types of prohibited investors
(collectively, "Prohibited Investors"):
1) A person or entity whose name appears on:
(i) the List of Specially Designated Nationals
and Blocked Persons maintained by the U.S.
Office of Foreign Assets Control ("OFAC")
and any other prohibited lists determined by
such office;
(ii) such other lists of prohibited persons and
entities as may be mandated by applicable
U.S. law or regulation; or
(iii) such other lists of prohibited persons and
entities as may be provided to the Transfer
Agent by the Trust;
2) A foreign shell bank (i.e., a bank with no physical
presence in any country) ("Foreign Shell Bank");
3) An offshore bank (i.e., a non-U.S. bank that is
permitted to conduct banking activities pursuant to a
license issued by a foreign jurisdiction that as a
condition of the license, prohibits the licensed
entity from conducting banking activity with the
citizens or in the currency of the jurisdiction that
issued the license) ("Offshore Bank")
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4) A person or entity resident in, or whose subscription
funds originate from, a country or territory that
appears on a list maintained by the Financial Action
Task Force on Money Laundering ("Non-Cooperative
Jurisdiction"); or
5) A person or entity who gives the Transfer Agent
reason to believe that its subscription funds
originate from, or are routed through, an account
maintained at a Foreign Shell Bank, an offshore bank,
or a bank organized or chartered under the laws of a
Non-Cooperative Jurisdiction.
f. Notification. The Transfer Agent will immediately notify the
Trust and the Anti-Money Laundering Compliance Officer of the
Trust if it knows, or has reason to suspect, that a
prospective or existing investor, or the principal beneficial
owners on whose behalf a prospective or existing investor has
made or is attempting to make, an investment, is a Prohibited
Investor.
g. Suspicious Activity. In consultation with the Anti-Money
Laundering Compliance Officer of the Trust, and to the extent
that investor purchase and redemption orders are processed by
the Transfer Agent, the Transfer Agent shall develop and
implement measures to monitor investor activity in the Trust
and will immediately notify the Trust and the Anti-Money
Laundering Compliance Officer of the Trust if it becomes aware
of any suspicious activity or pattern of activity or any
activity that may require further review to determine whether
it is suspicious.
h. Survivability. The provisions of this Anti-Money Laundering
Section (Section 5) shall survive the termination of the
Agreement.
6. PRIVACY. Nonpublic personal financial information relating to
shareholders or prospective investors in the Funds provided by, or at
the direction of the Trust to the Administrator or Transfer Agent, or
collected or retained by the Administrator or Transfer Agent in the
course of performing the Services, shall be considered confidential
information. The Administrator or the Transfer Agent shall not give,
sell or in any way transfer such confidential information to any person
or entity, other than affiliates of the Administrator and Transfer
Agent or other Trust service providers that have a legitimate need for
such information except at the direction of the Trust or as required or
permitted by law (including applicable Anti-Money Laundering laws). The
Administrator and Transfer Agent represents, warrants and agrees that
it has in place and will maintain physical, electronic and procedural
safeguards reasonably designed to protect the security, confidentiality
and integrity of, and to prevent unauthorized access to or use of
records and information relating to shareholders or prospective
investors in the Funds. The Trust represents to the Administrator and
the Transfer Agent that the Trust has adopted a statement of its
privacy policies and practices as required by the Securities and
Exchange Commission's Regulation S-P and the Trust agrees to provide
the Administrator and the Transfer Agent with a copy of that statement
annually.
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7. RESPONSIBILITY OF ADMINISTRATOR.
a. The Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement. Any person, even though also an
officer, director, partner, employee or agent of the
Administrator, who may be or become an officer or trustee of
the Trust, shall be deemed, when rendering services to the
Trust or acting on any business of the Trust (other than
services or business in connection with the duties of the
Administrator hereunder) in accordance with his
responsibilities to the Trust as such officer or trustee, to
be rendering such services to or acting solely for the Trust
and not as an officer, director, partner, employee or agent or
one under the control or direction of the Administrator even
through paid by the Administrator.
b. The Administrator shall be kept indemnified by the Trust and
be without liability for any action taken or thing done by it
in performing the Administration Services in accordance with
the above standards; provided, however, that the Trust will
not indemnify the Administrator for the portion of any loss or
claim caused, directly or indirectly, by the negligence,
willful misfeasance or bad faith of the Administrator or by
the Administrator's reckless disregard of its duties and
obligations hereunder. In order that the indemnification
provisions contained in this Section 7 shall apply, however,
it is understood that if in any case the Trust may be asked to
indemnify or save the Administrator harmless, the Trust shall
be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care
to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the
probability of such a claim for indemnification against the
Trust. The Trust shall have the option to defend the
Administrator against any claim which may be the subject of
this indemnification. In the event that the Trust so elects,
it will so notify the Administrator and thereupon the Trust
shall take over complete defense of the claim, and the
Administrator shall in such situation initiate no further
legal or other expenses for which it shall seek
indemnification under this Section. The Administrator shall in
no case confess any claim or make any compromise or settlement
in any case in which the Trust will be asked to indemnify the
Administrator except with the Trust's written consent.
c. Notwithstanding the foregoing provisions in this Section 7,
the Trust and the Administrator agree: (1) that the liability
of the Administrator to the Trust with respect to the Services
described in paragraph "s" of Exhibit A shall be limited, and
shall never exceed, a maximum of the then-current annual fee
paid to such third party subcontractor retained by
Administrator upon approval of the Board of the Trust in
connection with such subcontractor's performance of the
Services described in paragraph "s" of Exhibit A, whether or
not language governing the limitations of the liability of the
third party subcontractor to the Administrator is contained in
any agreement between Administrator and the third party
subcontractor providing such services; and (2) the
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Administrator shall pay over to the Trust amounts it receives
in damages from such third party service provider up to the
amount of the contractual fee the Trust bears under the
Administrator's agreement with such third party service
provider; provided that, the Administrator and the Trust agree
that any amounts in damages the Administrator receives from
such third party service provider in excess of the amount of
the contractual fee may be retained by the Administrator and
not paid over to the Trust.
8. RESPONSIBILITY OF TRANSFER AGENT.
a. The Transfer Agent shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad
faith or negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement. Any person, even though also an
officer, director, partner, employee or agent of the Transfer
Agent, who may be or become an officer or trustee of the
Trust, shall be deemed, when rendering services to the Trust
or acting on any business of the Trust (other than services or
business in connection with the duties of the Transfer Agent
hereunder) in accordance with his responsibilities to the
Trust as such officer or trustee, to be rendering such
services to or acting solely for the Trust and not as an
officer, director, partner, employee or agent or one under the
control or direction of the Transfer Agent even through paid
by the Transfer Agent.
b. The Transfer Agent shall be kept indemnified by the Trust and
be without liability for any action taken or thing done by it
in performing the Transfer Agency Services in accordance with
the above standards; provided, however, that the Trust will
not indemnify the Transfer Agent for the portion of any loss
or claim caused, directly or indirectly, by the negligence,
willful misfeasance or bad faith of the Transfer Agent or by
the Transfer Agent's reckless disregard of its duties and
obligations hereunder. In order that the indemnification
provisions contained in this Section 5 shall apply, however,
it is understood that if in any case the Trust may be asked to
indemnify or save the Transfer Agent harmless, the Trust shall
be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further
understood that the Transfer Agent will use all reasonable
care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the
probability of such a claim for indemnification against the
Trust. The Trust shall have the option to defend the Transfer
Agent against any claim which may be the subject of this
indemnification. In the event that the Trust so elects, it
will so notify the Transfer Agent and thereupon the Trust
shall take over complete defense of the claim, and the
Transfer Agent shall in such situation initiate no further
legal or other expenses for which it shall seek
indemnification under this Section. The Transfer Agent shall
in no case confess any claim or make any compromise or
settlement in any case in which the Trust will be asked to
indemnify the Transfer Agent except with the Trust's written
consent.
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9. DURATION AND TERMINATION.
a. This Agreement shall become effective as of the date first
written above. The Agreement may be terminated at any time,
without payment of any penalty, by either party upon 90 days'
advance written notice to the other party. The Agreement may
also be terminated immediately upon written notice to the
other party in the event of a material breach of any provision
of this Agreement by such other party.
b. Upon the termination of this Agreement, the Trust shall pay to
the Administrator and Transfer Agent such compensation as may
be payable prior to the effective date of such termination. In
the event that the Trust designates a successor to any of the
Administrator's or Transfer Agent's obligations hereunder, the
Administrator and/or Transfer Agent shall, at the direction of
the Trust, transfer to such successor all relevant books,
records and other data established or maintained by the
Administrator or the Transfer Agent under the foregoing
provisions.
10. AMENDMENT. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
11. NON-EXCLUSIVITY. The Services provided by the Administrator and the
Transfer Agent under the Agreement are not deemed to be exclusive. Both
the Administrator and the Transfer Agent are free to render such
services to others and to engage in any other business or activity.
12. NOTICES. Notices of any kind to be given to the Trust hereunder by the
Administrator or the Transfer Agent shall be in writing and shall be
duly given if delivered to the Trust at the following address:
Nationwide Mutual Funds
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
Notices of any kind to be given to the Administrator hereunder by the
Trust or the Transfer Agent shall be in writing and shall be duly given
if delivered to the Administrator at:
Nationwide Fund Management LLC
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
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Notices of any kind to be given to the Transfer Agent hereunder by the
Trust or the Administrator shall be in writing and shall be duly given
if delivered to the Transfer Agent at:
Nationwide Fund Management LLC
0000 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
13. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by a
court or regulatory agency decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. Subject to
the provisions of Sections 7 and 8, hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors. This Agreement shall be governed by and
construed to be in accordance with substantive laws of the State of
Ohio 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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
NATIONWIDE MUTUAL FUNDS
By:
--------------------------------
Name: Xxxx Xxxxx
Title: President
NATIONWIDE FUND MANAGEMENT LLC
By:
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: SVP-COO
* As most recently approved at the December 3, 2007 Board Meeting.
EXHIBIT A
NATIONWIDE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
ADMINISTRATION SERVICES
As Administrator, and subject to the supervision and control of the Trust's
Board of Trustees, the Administrator will provide facilities, equipment, and
personnel to carry out the following administrative and fund accounting services
for operation of the business and affairs of the Trust and each of the Funds
covered by this Agreement:
a. Prepare, file, and maintain the Trust's governing documents, including
the Declaration of Trust, the Bylaws, minutes of meetings of Trustees
and shareholders;
b. Prepare for, conduct and facilitate shareholder meetings as well as
prepare, file, print and distribute proxy statements for meetings of
shareholders;
c. Prepare and file on a timely basis with the Securities and Exchange
Commission and the appropriate state securities authorities the
registration statements for the Trust, relating to the Funds and the
Funds' shares, and all amendments thereto, the Trust's reports pursuant
to Investment Company Act Rule 24f-2, prospectuses, proxy statements,
and such other documents as may be necessary or convenient to enable
the Trust to make continuous offering of the Funds' shares and to
conduct its affairs;
d. Assist the independent auditors in their audits of the Funds.
e. Compile and publicly disclose information on the proxy voting of each
of the Funds;
f. Prepare, negotiate, and administer contracts on behalf of the Funds
with, among others, the Trust's custodian and other third parties;
g. Supervise the Trust's custodian;
h. Advise the Trust and its Board of Trustees on matters concerning the
Funds and their affairs, prepare board materials for regularly
scheduled and special meetings of the Board of Trustees and make
arrangements for such meetings;
i. Prepare and have filed on a timely basis the Federal and State income
and other tax returns for the Funds;
j. Examine and review the operations of the Funds, and the Trust's
custodian, transfer agent and investment adviser and the Funds'
subadvisers, if any, to monitor and promote compliance with applicable
state and federal law;
k. Coordinate the layout and printing of publicly disseminated
prospectuses and reports;
l. Provide the Trust with office space and personnel;
m. Assist with the design, development, and operation of the Funds;
n. Provide individuals reasonably acceptable to the Trust's Board of
Trustees for nomination, appointment, or election as officers of the
Trust, who will be responsible for the management of certain of the
Trust's affairs as determined by the Trust's Board of Trustees;
o. Monitor the Trust's compliance with Sections 851 through 855 of the
Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder, so as to enable the Trust and each Fund to
comply with the diversification requirements applicable to investments
of variable contracts and for each to maintain its status as a
"regulated investment company;"
p. Obtain and keep in effect fidelity bonds and directors and
officers/errors and omission insurance policies for the Trust and each
of the Funds; and
q. Provide the Trust and each Fund with fund accounting services,
including but not limited to the following services:
1) keeping and maintaining the following books and records of the
Trust and each of the Funds pursuant to Rule 31a-1 under the
Investment Company Act, including:
a) journals containing an itemized daily record of all
purchase and sales of securities, all receipts and
disbursements of cash and all other debit and
credits, as required by Rule 31a-1(b)(1);
b) general and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense
accounts, including interest accrued and interest
received, as required by Rule 31a-1(b)(2)(i);
c) separate ledger accounts required by Rule
31a-1(b)(2)(ii) and (iii); and
d) a monthly trial balance of all ledger accounts
(except shareholder accounts) as required by Rule
31a-1(b)(8).
2) performing the following accounting services on a regular
basis for each Fund, as may be reasonably requested by the
Trust:
a) calculate the net asset value per share;
b) calculate the dividend and capital gain distribution,
if any;
c) calculate a Fund's yield and total return (to the
extent necessary or desirable);
d) reconcile cash movements with the Trust's custodian;
e) affirm to the Trust's custodian all portfolio trades
and cash movements;
f) verify and reconcile with the Trust's custodian all
daily trade activity;
g) provide such reports as may be required by the Trust;
h) prepare the Trust's financial statements, including
oversight of expense accruals and payments;
i) calculate the deviation between marked-to-market and
amortized cost valuations for any money market funds;
j) obtain security prices from independent pricing
services, or if such quotes are unavailable, then
determine such prices as provided for in the Trust's
valuation procedures;
k) post summary shareholder activity received from the
Transfer Agent and reconcile share balances,
including receivables and payables with the Transfer
Agent on a daily basis;
l) provide such other similar services with respect to a
Fund as may be reasonably requested by the Trust; and
m) develop the financial statements and other
information for the reports to shareholders and
regulatory authorities, including Form N-SAR and Form
N-CSR.
3) Provide accounting reports in connection with the Trust's
annual audit, regulatory filings, compliance reporting, tax
reporting, total return calculations and other audits and
examinations by regulatory agencies.
4) Develop the financial statements and other information for the
reports to shareholders and regulatory authorities, including
Form N-SAR and Form N-CSR.
r. Develop, prepare, implement, administer, monitor, review and test the
Trust's policies and procedures under rule 38a-1 of the Investment
Company Act; provided that, notwithstanding the provisions of paragraph
j above, the Trust shall reimburse the Administrator for the allocable
portion of the fees, expenses and costs incurred by the Administrator
(including the allocable portion of compensation paid to employees of
Administrator who are not officers of the Trust and the allocable
portion of any costs, fees or expenses of subcontractors in accordance
with Section 2 of the Agreement) in performing the Services described
in this paragraph r, in the proportion that the benefits of such
services inure to the Trust and provided that such allocation of fees,
costs and expenses related to the Trust is approved by the Board of
Trustees of the Trust or by a Committee of the Board with delegated
authority to approve such allocation.
s. Monitor, process and file, on behalf of the Trust, proofs of claims
that are timely received in good order by the Administrator or its
proof of claims subcontractor; provided that, the Trust shall reimburse
the Administrator for all fees, expenses and costs of subcontractor(s)
including the annual fee paid to such subcontractor incurred by the
Administrator in accordance with Section 2 of the Agreement in
performance of the services described in this paragraph "s", provided
further that, such subcontractor, and its fees, costs and expenses,
have been approved by the Board of Trustees, or by a Committee of the
Board of Trustees pursuant to delegated authority in accordance with
Section 2 of the Agreement
t. Assist in all aspects of the Funds' operations other than those
provided under other specific contracts.
The foregoing, along with any additional services that the Administrator shall
agree in writing to perform for the Trust hereunder, shall hereafter be referred
to as "Administration Services." In compliance with the requirements of Rule
31a-3 under the Investment Company Act, the Administrator hereby agrees that all
records that it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Administrator further agrees to preserve for the periods
prescribed by Investment Company Act Rule 31a-2 the records required to be
maintained by Investment Company Act Rule 31a-1. Administration Services shall
not include any duties, functions, or services to be performed for the Trust by
the Trust's investment adviser, custodian, or transfer agent pursuant to their
agreements with the Trust.
The Administrator acknowledges the importance of efficient and prompt
transmission of information to the life insurance companies affiliated with the
Administrator ("Nationwide") and other omnibus accounts. The Administrator
agrees to use its best efforts to meet the deadline for transmission of pricing
information presently set by Nationwide and other omnibus account holders and
such other time deadlines as may be established from time to time in the future.
EXHIBIT B
NATIONWIDE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
TRANSFER AGENCY SERVICES
1. In providing transfer agency services, the Transfer Agent shall:
a. Maintain all shareholder account records including the current
name and address, and number of shares and fractional shares
owned by each shareholder of a Fund;
b. Deposit and process all purchases on a daily basis;
c. Establish new accounts including procurement of tax
identification numbers;
d. Process all redemptions including systematic withdrawals;
e. Examine and process all legal changes in share registrations
and transfers of ownership;
f. Provide shareholder servicing support to respond to inquiries
from investors and representatives selling shares of the
Funds; and
g. Issue and send confirmation statements and periodic account
statements.
2. The Transfer Agent shall act as the dividend disbursing agent and
shall:
a. Calculate the shareholders' dividends and capital gains
distributions; and
b. Process dividend payments and capital gains distributions,
including the purchase of new shares through dividend
reimbursement.
3. The Transfer 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 applicable Internal Revenue
Service forms;
c. Issue replacement checks and maintain a "Stop Payment" file;
d. Solicit tax identification numbers;
e. Provide comprehensive accounting controls and reconciliations
of all cash flow and settlement; and
f. Calculate applicable commissions on shareholder transactions.
As to the Transfer Agency Services, the Transfer Agent shall keep and maintain,
or provide for the keeping and maintenance, on behalf of the Trust all books and
records which the Trust is, or may be, required to keep and maintain pursuant to
applicable statutes, rules and regulations in providing such services, except
those specifically required to be retained by the Administrator as described in
Exhibit A. The Transfer Agent further agrees that all such books and records
shall be the property of the Trust and to make such books and records available
for inspection by the Trust or by the Securities and Exchange Commission at
reasonable times or otherwise to keep confidential all books and records and
other information relative to the Trust and its shareholders, except when
requested to divulge such information by duly-constituted authorities or court
process, or as requested by the Trust, a shareholder or a shareholder's agent or
the dealer of record with respect to information concerning an account as to
which such shareholder has either a legal or beneficial interest.
EXHIBIT C
NATIONWIDE MUTUAL FUNDS
Fund Administration and Transfer Agency Agreement
FEE SCHEDULE
Effective May 1, 2007;
AMENDED DECEMBER 3, 2007*
FEES
The Trust shall pay fees to the Administrator and Transfer Agent, as set forth
in the schedule directly below, for the provision of services covered by this
Agreement. Fees will be computed daily and payable monthly at an annual rate
based on the aggregate amount of the Trust's average daily net assets. The Trust
will also be responsible for out-of-pocket expenses (including, but not limited
to, the cost of the pricing services that the Administrator utilizes and any
networking fees paid as out-of-pocket expenses) reasonably incurred by the
Administrator and the Transfer Agent in providing services to the Trust. All
fees and expenses shall be paid by the Trust to the Administrator on behalf of
the Administrator and the Transfer Agent.
Aggregate+ Fee as a
Trust Asset Level# Percentage of Net Assets
-----------------------------------------------------------
Up to $1 billion 0.26%
$1 billion up to $3 billion 0.19%
$3 billion up to $4 billion 0.15%
$4 billion up to $5 billion 0.08%
$5 billion up to $10 billion 0.05%
$10 billion up to $12 billion 0.03%
$12 billion or more 0.02%
+ Includes fund administration and transfer agency services.
# The assets of each of the Investor Destinations Funds and Target
Destination Funds (listed below) are excluded from the Trust asset level
amount in order to calculate this asset based fee. The Investor
Destinations Funds and Target Destination Funds do not pay any part of this
fee.
FUNDS OF THE TRUST
Nationwide Fund
Nationwide Growth Fund
Nationwide Mid Cap Growth Leaders Fund
Nationwide Bond Fund
Nationwide Tax-Free Income Fund
Nationwide Government Bond Fund
Nationwide Money Market Fund
Nationwide Value Opportunities Fund
Nationwide U.S. Growth Leaders Fund
Nationwide Short Duration Bond Fund
Nationwide Enhanced Income Fund
Nationwide Global Technology and Communications Fund
Nationwide Global Health Sciences Fund
NorthPointe Small Cap Value Fund
NorthPointe Small Cap Growth Fund
Nationwide International Growth Fund
Nationwide Worldwide Leaders Fund
Nationwide Emerging Markets Fund
Nationwide Global Financial Services Fund
Nationwide Global Utilities Fund
Nationwide Leaders Fund
Nationwide Small Cap Index Fund
Nationwide International Index Fund
Nationwide Bond Index Fund
Nationwide Mid Cap Market Index Fund
Nationwide S&P 500 Index Fund
Nationwide Large Cap Value Fund
Nationwide Small Cap Fund
Nationwide Investor Destinations Aggressive Fund
Nationwide Investor Destinations Moderately Aggressive Fund
Nationwide Investor Destinations Moderate Fund
Nationwide Investor Destinations Moderately Conservative Fund
Nationwide Investor Destinations Conservative Fund
Nationwide Micro Cap Equity Fund
Nationwide Mid Cap Growth Fund
Nationwide U.S. Growth Leaders Long-Short Fund
Nationwide China Opportunities Fund
Nationwide Global Natural Resources Fund
Nationwide Optimal Allocations Fund: Growth
Nationwide Optimal Allocations Fund: Moderate Growth
Nationwide Optimal Allocations Fund: Moderate
Nationwide Optimal Allocations Fund: Specialty
Nationwide Optimal Allocations Fund: Defensive
Nationwide Small Cap Leaders Fund
Nationwide Hedged Core Equity Fund
Nationwide Small Cap Growth Opportunities Fund
Nationwide Small Cap Value Fund
Nationwide Small Cap Core Fund
Nationwide Market Neutral Fund
Nationwide Destination 2010 Fund
Nationwide Destination 2015 Fund
Nationwide Destination 2020 Fund
Nationwide Destination 2025 Fund
Nationwide Destination 2030 Fund
Nationwide Destination 2035 Fund
Nationwide Destination 2040 Fund
Nationwide Destination 2045 Fund
Nationwide Destination 2050 Fund
Nationwide Retirement Income Fund
Nationwide U.S. Small Cap Value Fund
Nationwide International Value Fund
Nationwide Value Fund
* As most recently approved at the December 3, 2007 Board Meeting.
