EXHIBIT (h)(3)
SERVICING AGREEMENT
MARKET STREET FUND
0000 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Nationwide Life Insurance Company of America
(formerly, "Provident Mutual Life Insurance Company")
0000 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Ladies and Gentlemen:
We, Market Street Fund (the "Fund"), wish to enter into this Servicing
Agreement with you, Nationwide Life Insurance Company of America (formerly,
"Provident Mutual Life Insurance Company"), concerning the provision of
administrative support services to your customers who, from time to time, may be
the record or beneficial owners of shares (said shares referred to herein as the
"Shares") of the series portfolios of the Fund listed in Appendix A hereto (each
series portfolio a "Portfolio," and, collectively, the "Portfolios").
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide administrative support services,
directly or through an affiliate/designee, to your customers who, from time to
time, may own of record or beneficially Shares of the Portfolios. Services
provided may include some or all of the following: (i) processing dividend and
distribution payments from a Portfolio on behalf of your customers; (ii)
providing periodic statements to your customers showing their positions in the
Shares or Share equivalents; (iii) arranging for bank wires; (iv) responding to
routine customer inquiries relating to services performed by you; (v) providing
sub-accounting with respect to the Shares beneficially owned by your customers
or the information necessary for sub-accounting; (vi) if required by law,
forwarding shareholder communications from a Portfolio (such as proxies,
shareholder reports, annual and semi-annual financial statements, and dividend,
distribution, and tax notices) to your customers; (vii) forwarding to customers
proxy statements and proxies containing any proposals regarding this Agreement
or the Administrative Services Plan related hereto; (viii) aggregating and
processing purchase, exchange, and redemption requests from your customers and
placing net purchase, exchange, and redemption orders for your customers; (ix)
providing customers with a service that invests the assets of their accounts in
the Shares pursuant to specific or pre-authorized instructions; (x) establishing
and maintaining accounts and records relating to transactions in the Shares;
(xi) assisting your customers in changing dividend or distribution options,
account designations, and addresses; or (xii) other similar services if
requested by a Portfolio.
Section 2. You will provide such office space and equipment, telephone
facilities, and personnel (which may be any part of the space, equipment, and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the aforementioned
services to your customers.
Section 3. Neither you nor any of your officers, employees, or agents
are authorized to make any representations concerning the Portfolios or their
Shares, except those representations contained in our then-current prospectuses
or then-current Statements of Additional Information ("SAIs") for these shares,
copies of which prospectuses and SAIs will be supplied by the Fund's distributor
and/or administrator, to you, or in such supplemental literature or advertising
as may be authorized by the Fund in writing.
Section 4. For all purposes of this Agreement, you will be deemed to be
an independent contractor, and will have no authority to act as limited agent
for the Portfolios in any matter or in any respect. By your written acceptance
of this Agreement, you agree to and do release, indemnify, and hold us and the
Portfolios harmless from and against any and all direct or indirect liabilities
or losses resulting from requests, directions, actions, or inactions of or by
you or your officers, employees, or agents regarding your responsibilities
hereunder or the purchase, redemption, transfer, or registration of the Shares
by or on behalf of customers. In turn, we agree to and do release, indemnify,
and hold you harmless from and against any and all direct or indirect
liabilities or losses resulting from directions, actions, or inactions of or by
us or our officers, employees, or agents regarding our responsibilities pursuant
to this Agreement. You and your employees, upon request, will be available
during normal business hours to consult with the Fund and the Portfolios or
their designees concerning the performance of your responsibilities under this
Agreement.
Section 5. In consideration for the services and facilities provided by
you hereunder, the Portfolios, or the investment adviser as applicable, will pay
to you, and you will accept as full payment therefore, a fee at the annual rate
designated in Appendix A of the average daily net assets of a Portfolio's Shares
owned of record or beneficially by your customers from time to time for which
you provide services hereunder, which fee will be computed daily and payable
monthly. The fee rate stated above may be prospectively increased or decreased
by the Portfolios or the investment adviser, in their sole discretion, at any
time upon notice to you. Further, the Fund and/or a Portfolio, in the discretion
of the Fund and/or that Portfolio, as applicable, and without notice, may
suspend or withdraw the sale of these Shares, including the sale of these Shares
to you for the account of any of your customer(s).
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Portfolios pursuant to this Agreement will provide to the
Board of Trustees of the Fund, and the Trustees of the Fund will review, at
least quarterly, a written report of the amounts so expended and the entities to
whom these expenditures were made. In addition, you will furnish the Fund and
the Portfolios or their designees with such information as the Fund and the
Portfolios or their designees may reasonably request (including, without
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limitation, periodic certifications confirming the provision to your customers
of some or all of the services described herein), and will otherwise cooperate
with the Portfolios and their designees (including, without limitation, any
auditors designed by the Fund), in connection with the preparation of reports to
the Fund's Board of Trustees concerning this Agreement and the monies paid or
payable by the Portfolios pursuant hereto, as well as any other reports or
filings that may be required by law.
Section 7. Both parties may enter into other similar Servicing
Agreements with any other person or persons without the other's consent.
Section 8. By your written acceptance of this Agreement, you represent,
warrant, and agree that: (i) in no event will any of the services provided by
you hereunder be primarily intended to result in the sale of any Shares issued
by the Portfolios; (ii) the compensation payable to you hereunder, together with
any other compensation you receive from your customers for services contemplated
by this Agreement, will, to the extent required, be disclosed to your customers,
and will not be excessive or unreasonable under the laws and instruments
governing your relationships with your customers; and (iii) if you are subject
to the provisions of the Xxxxx-Xxxxxxxx Act and other laws governing, among
other things, the conduct of activities by Federally-chartered and
Federally-supervised banks and other affiliated banking organizations, you will
perform only those activities which are consistent with your statutory and
regulatory obligations and will act solely as agent for, upon the order of, and
for the account of, your customers.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Portfolios or their designee.
This Agreement may be terminated at any time, without the payment of any penalty
with respect to the Portfolios by the vote of a majority of the members of the
Board of Trustees of the Fund who are not "interested persons" of the Fund, as
that term is defined at Section 2(a)(19) of the Investment Company Act of 1940,
as amended (the "1940 Act"), and who have no direct or indirect financial
interest in the operation of the Fund's Administrative Servicing Plan or in any
related agreements to the Fund's Administrative Servicing Plan (said Trustees of
the Fund hereinafter referred to as the "Independent Trustees"), or by a
majority of the outstanding voting securities of the Fund on not more than sixty
(60) days written notice to the parties to this Agreement, or upon material
breach of this Agreement, or by either party on not more than ninety (90) days
written notice to the other party.
Section 10. All notices and other communications to either you, us or
the Fund will be duly given if mailed, telegraphed, telexed, or transmitted by
similar telecommunications device to the appropriate address shown below:
Market Street Fund
0000 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Attn: ________________
Fax: (610) ____________
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Nationwide Life Insurance Company of America
(formerly, "Provident Mutual Life Insurance Company")
0000 Xxxxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Attn: ________________
Fax: (610) ____________
Section 11. This Agreement will be construed in accordance with the
laws of the State of Ohio and is assignable upon written consent by all the
parties hereto. Amendments hereto will be made only upon written consent by both
parties and subject to the approval of the Board of Trustees of the Fund, when
applicable.
Section 12. This Agreement, or form thereof, has been approved by vote
of a majority of (i) the Board of Trustees of the Fund and (ii) the Independent
Trustees of the Fund, cast in person at a meeting called for the purpose of
voting on such approval.
Section 13. The Fund is a Delaware business trust organized under a
Declaration of Trust (the Fund was converted into a Delaware business trust on
January 26, 2001, from Market Street Fund, Inc., a Maryland corporation, which
was incorporated in the State of Maryland on March 21, 1985), to which reference
is hereby made and a copy of which is on file at the office of the Secretary of
State of the State of Delaware, as required by law, and to any and all
amendments thereto so filed or hereafter filed. The obligations of a Portfolio
or the Fund entered into in the name or on behalf thereof by any of the
Trustees, officers, employees, or agents of the Fund are made not individually,
but in said capacities, and are not binding upon any of the Trustees, officers,
employees, agents, or shareholders of the Fund as these relate to the Portfolio
personally, but bind only the assets of the Fund, and all persons dealing with a
Portfolio must look solely to the assets of that Portfolio for the enforcement
of any claims against the Fund.
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If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to the Portfolios' designee, Gartmore SA Capital Trust, Attention:
_______________, 0000 Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
Gartmore SA Capital Trust, as the Portfolios' designee, will notify the
Portfolios concerning any future operational changes pertaining to the
Agreement.
Very truly yours, Accepted and Agreed to:
MARKET STREET FUND NATIONWIDE LIFE INSURANCE
COMPANY OF AMERICA
(formerly, "Provident Mutual
Life Insurance Company")
___________________________ _______________________
Name: Name:
Title: Title:
Date: _____________________, 2002 Date: _________________, 2002
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APPENDIX A
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MARKET STREET FUND PORTFOLIOS FEE
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All Pro Broad Equity Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
All Pro Large Cap Growth Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
All Pro Large Cap Value Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
All Pro Small Cap Growth Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
All Pro Small Cap Value Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
Equity 500 Index Portfolio 0.10% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
International Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
Mid Cap Growth Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
Balanced Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
Bond Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
--------------------------------------------------------------------------------
Money Market Portfolio 0.25% of the average daily net assets
of the Shares of the Portfolio
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Signed: _____________________
Name: _____________________
Title: _____________________
Dated: _____________, 2002
