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Exhibit 9b
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
BETWEEN
NATIONWIDE INVESTING FOUNDATION III
AND
NATIONWIDE INVESTORS SERVICES, INC.
This Transfer and Dividend Disbursing Agent Agreement ("Agreement"), made
this ______ day of __________________, ______, by and between Nationwide
Investing Foundation III, an Ohio business trust, hereinafter called the
("Trust") and Nationwide Investors Services, Inc., an Ohio corporation
hereinafter called the ("Agent").
WITNESSETH:
WHEREAS, the Trust desires to enter into a Transfer and Dividend
Disbursing Agent Agreement with the Agent under which Agent will provide the
services as set forth in detail in this Agreement and the Agent is desirous of
providing such services upon the terms and conditions hereinafter provided; and
WHEREAS, Trust is an open-end management investment company and is or will
be so registered under the Investment Company Act of 1940, as amended, and has
or will have registered its shares for public offering under the Securities Act
of 1933; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, it is agreed as follows:
1. The Agent shall act as Transfer Agent for the Trust and in this
capacity, the Agent shall:
a. maintain the current name and address, issuance date, and
number of shares and fractional shares owned by all
shareholders of the Trust;
b. deposit and process all investments on a daily basis;
c. establish new accounts;
d. process and mail redemption checks including Systematic
Withdrawal Plan checks;
e. examine and process all legal changes in share registrations
and transfers of ownership;
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f. respond to inquiries from investors and representatives
selling shares of the Trust;
g. prepare and mail confirmation statements.
2. The Agent shall act as the Dividend Disbursing Agent and shall:
a. calculate the shareholders' dividends and capital gains
distributions;
b. prepare and mail dividend and capital gains distribution
checks;
c. cause reinvestment of such dividends and capital gains where
required
d. prepare and mail dividend and capital gains distribution
confirmations.
3. The Agent shall also:
a. address and mail semi-annual reports, annual reports and
prospectuses;
b. prepare and mail all necessary reports to investors, State and
Federal authorities, including Federal Form 1099, 1042, and
1042S;
c. issue replacement checks and maintain a "Stop Payment" file;
d. solicit taxpayer identification numbers;
e. provide comprehensive accounting controls and reconciliations
of all cash flow.
4. The Agent agrees to act in good faith in furnishing the services
provided for herein and shall at all times maintain a staff of
trained personnel for the purpose of performing its obligations
under the Agreement. The Agent assumes no responsibility under this
Agreement other than to render the services called for hereunder in
good faith. Anything herein to the contrary notwithstanding, Trust
hereby agrees that while Agent has sole responsibility for
performance of its obligations under this Agreement, any or all
duties of Agent may be performed from time to time by one or more
third parties as Agent, in its discretion, shall select, provided
that Trust shall be notified of all contracts between Agent and such
third party or parties and provided copies thereof upon request.
5. The Agent agrees that in all matters relating to the services to be
performed by it hereunder, it will use its best efforts to act in
conformity with the terms of the Declaration of Trust, Bylaws, Code
of Ethics, Registration Statements and current Prospectuses of the
Trust. Each of the parties agree that in all matters relating to the
performance of this Agreement, it will use its best efforts to
conform to and comply
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with the requirements of the Investment Company Act of 1940 and all
other applicable Federal, State or other laws and regulations.
Nothing herein contained shall be deemed to relieve or deprive the
Board of Trustees of the Trust of its responsibility for and control
of the conduct of the affairs of the Trust.
6. The services of the Agent as provided herein are not to be deemed to
be exclusive, and it shall be free to render services of any kind to
any other group, firm, individual or association, and to engage in
other business or activity.
7. This Agreement, including Exhibit A hereto, may be amended at any
time by mutual written consent of the parties.
8. This Agreement may be terminated by either party hereto upon sixty
(60) days written notice given by one to the other, provided that no
such notice of termination given by the Agent to the Trust shall be
effective unless and until a substitute person or entity has been
engaged by the Trust to perform the services required hereunder for
the Trust, or the Trust has certified to the Agent that other
arrangements have been made by it to provide such services.
9. For its services specified above, the Trust shall pay to the Agent
fees as provided in Exhibit A which is attached hereto and made a
part hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
NATIONWIDE INVESTING
FOUNDATION III
Attest:
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Xxx X. Xxxxxxx Xxxxx X. Xxxxx, Xx.
Secretary Treasurer
NATIONWIDE INVESTORS SERVICES,
INC.
Attest:
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Xxx X. Xxxxxxx Xxxxxxxxxxx X. Xxxx
Secretary Treasurer
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EXHIBIT A
SCHEDULE OF FEES
For the services specified in the Agreement, the Trust shall pay the Agent
the sum of:
$18.00 per Fixed Income Fund account in Class D Shares per annum
$16.00 per Equity Fund account in Class D Shares per annum
$27.00 per Money Market Fund account in Class D Shares per annum
to be computed monthly, based on the number of accounts as shown on the books of
the fund at each month-end.
In addition, for the services specified in the Agreement, the Trust shall
pay the Agent an annual fee, computed daily and payable monthly of 0.01% of
average daily net assets of the Local Fund Shares of the Nationwide S & P 500
Index Fund.
The fees listed above becomes effective on _________________________ and
is payable on or before the 10th of each succeeding month.
In addition, the Trust shall pay the Agent reimbursement for the
out-of-pocket expenses, including postage, telephone, forms, supplies and
counsel.
Special extraordinary projects shall be performed by the Agent at rates to
be determined and agreed upon by the parties, based on time and effort involved.
AGREED TO AND ACCEPTED BY:
NATIONWIDE INVESTING
FOUNDATION III
Dated as of: By:
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Xxxxx X. Xxxxx, Xx., Treasurer
NATIONWIDE INVESTORS SERVICES,
INC.
By:
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Xxxxxxxxxxx X. Xxxx, Treasurer
