Exhibit EX-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 [_______________], 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.
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.
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 CFRss. 103.131(a)(2)
("Customer") who is seeking to open an "account" (as defined under 31
CFRss. 103.131(a)(1) ("Account") provides the required data elements
listed under 31 CFRss.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
CFRss. 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 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")
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.
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 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.
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
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.
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 June 13, 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 [_________________], 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
