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Exhibit 15(c)
RULE 12b-1 AGREEMENT
NATIONWIDE INVESTING FOUNDATION III
This Agreement is made as of this _____ day of _____________, 1998,
between Nationwide Advisory Services, Inc. ("Distributor"), the Distributor of
the ___________________________ Shares ("Shares") of the
___________________________ Fund (the "Fund"), a series of Nationwide Investing
Foundation III, an Ohio business trust (the "Trust") and
__________________________________________ ("Dealer"). In consideration of the
mutual covenants hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. Distributor hereby appoints Dealer to render distribution services
to the Fund and its shareholders. Distribution and shareholder services may
include, but are not limited to, distributing prospectuses to persons other than
Shareholders of the Shares; maintaining shareholder relations; answering
inquiries regarding the Fund; providing personnel and communication equipment
used in connection therewith; and providing such other services as the Trust, on
behalf of the Fund, or Distributor may reasonably request. Dealer represents
that it is willing and possesses legal authority to provide the services
contemplated by this Agreement without violation of applicable laws (including
the Securities Exchange Act of 1934 and applicable state securities laws) and
regulations. Any advertising and sales literature to be printed or distributed
by Dealer in connection with the sale of Shares may not be distributed or
otherwise used except upon prior written approval by Distributor unless such
literature was provided to Dealer by Distributor in its final form.
2. Distributor shall not be liable to Dealer and Dealer shall not be
liable to Distributor except for acts or failures to act which constitute lack
of good faith or gross negligence and for obligations expressly assumed by
either party hereunder. Nothing contained in this Agreement is intended to
operate as a waiver by Distributor or by Dealer of compliance with any
applicable federal or state law, rule, or regulation and the rules and
regulations promulgated by the National Association of Securities Dealers, Inc.
3. Dealer will indemnify Distributor and hold it harmless from any
claims or assertions relating to the lawfulness of Dealer's participation in
this Agreement and the transactions contemplated hereby or relating to any
activities of any persons or entities affiliated with Dealer performed in
connection with the discharge of its responsibilities under this Agreement. If
any such claims are asserted, Distributor shall have the right to manage its own
defense, including the selection and engagement of legal counsel of its
choosing, and all costs of such defense shall be borne by Dealer.
4. Distributor will pay such fees as are set forth in Exhibit A hereto
to Dealer.
5. Dealer shall prepare such quarterly reports for Distributor as shall
reasonably be requested by Distributor.
6. For purposes of this Agreement, Dealer will be deemed to be an
independent contractor, and in no transaction shall Dealer have any authority
whatever to act as Distributor's agent or as agent for the Fund or the Trust.
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7. No person is authorized to make any representations concerning the
Fund, the Trust or the Shares except those contained in the current prospectus
of the Fund and any such information as may be officially designated as
information supplemental to the prospectus.
8. This Agreement is a related agreement under the Trust's Distribution
Plan (the "Plan") and is effective as of the date first written above.
9. This Agreement may be terminated by either party upon at least ten
days' prior written notice. This Agreement also may be terminated at any time as
to the Shares of the Fund, without the payment of any penalty by the vote of a
majority of the members of the Board of Trustees of the Trust who are not
interested persons of the Trust and have no direct or indirect financial
interest in the operation of the Plan or in any related agreements to the Plan
("Disinterested Trustee") or by a majority of the outstanding Shares of the Fund
on not more than sixty (60) days' written notice to the parties to this
Agreement.
10. This Agreement will terminate automatically in the event of its
assignment as defined in the Investment Company Act of 1940, or upon the
termination of the Distribution Agreement between the Trust and Distributor.
Dated: Dealer
By:
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Authorized Signature
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Title
Dated: Nationwide Advisroy Services, Inc.
By:
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Authorized Signature
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Title
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___________________________ FUND
EXHIBIT A TO RULE 12b-1 AGREEMENT WITH
NATIONWIDE ADVISORY SERVICES, INC.
With respect to the Shares of the ______________________________ Fund,
Distributor will pay to Dealer a monthly fee computed at the annual rate of
_____% of the average aggregate net asset value of the Shares held during the
period in the accounts for which Dealer provides services under the Rule 12b-1
Agreement.
For the monthly period in which the Rule 12b-1 Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis of
the number of days that the Rule 12b-1 Agreement is in effect during the period.
