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Exhibit 6(c)
DEALER AGREEMENT
AGREEMENT, made as of this __th day of ________, 1998, by and between Portland
Investment Services, Inc. ("Distributor") and ________________________
("Dealer") whereby Dealer agrees to participate in the distribution of
Institutional Service Class shares ("Class ISC shares") or Investor Class shares
("Class IVC shares") (collectively, the "Shares") of the Xxxxxx Capital
Accumulation Fund, a series of Nationwide Investing Foundation III (the "Fund").
1. DEALER AUTHORITY. With respect to the distribution and sales of Shares,
Dealer shall have no authority to act as agent of the Fund, Distributor
or any other dealer in any respect in these transactions. All orders
are subject to acceptance by Distributor and become effective only upon
confirmation by Distributor, and are subject to acceptance or rejection
by Distributor or the Fund in its sole discretion. Dealer shall have no
authority to make any representations concerning the Shares of the Fund
except such representations as may be contained in the Fund's current
prospectus ("Prospectus"), in its then current Statement of Additional
Information, and in such other printed information as the Fund or
Distributor may subsequently prepare or distribute to Dealer for
purposes of selling the Shares, and Dealer shall have no authority to
distribute any other sales material relating to the Fund or any of its
Shares without the prior written approval of Distributor. Dealer agrees
to follow any written guidelines of standards relating to the sale or
distribution of the ISC Class and IVC Class shares of the Fund, as well
as to follow any applicable rules or regulations affecting the sale or
distribution of shares of investment companies offering multiple
classes of shares.
2. SALES AND PRICING OF SHARES. Dealer shall offer and sell Shares at the
net asset value of the Class ISC shares or Class IVC shares of the
Fund, in accordance with the terms and conditions of the Prospectus of
the Fund. An order for the purchase of Shares shall be accepted at the
time such order is received by Distributor and at the price next
determined unless the order is otherwise rejected in accordance with
section 1 above. In addition, Distributor will not accept any order
from Dealer which is placed on a conditional basis or subject to any
delay or contingency prior to execution. Dealer shall place orders for
Shares only with Distributor and shall promptly transmit all orders to
Distributor in time for processing at the price next determined after
receipt of the order by Dealer, in accordance with the Prospectus of
the Fund. Distributor shall confirm the transaction with Dealer's
customer in writing. Prices of the Shares are computed by the Fund in
accordance with its Prospectus.
3. DEALER COMPENSATION. Distributor will pay Dealer the compensation which
is paid by the Fund pursuant to a Rule 12b-1 Plan under the Investment
Company Act of 1940 and Rule 2830 of the Rules of Conduct of the
National Association of Securities Dealers, Inc. ("NASD"). Dealer shall
not share or rebate any portion of such compensation to a person who is
not a broker or dealer actually engaged in the securities business and
is not a member in good standing of the NASD.
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4. OTHER DUTIES OF DEALER. Dealer will maintain records of all sales,
redemptions and repurchases of Shares and will furnish the Distributor
with such records on request. Dealer will also distribute prospectuses
and report to its customers in compliance with applicable legal
requirements unless the parties expressly agree that Distributor will
do so on Dealer's behalf.
5. DEALER AUTHORIZATION. Dealer hereby authorizes Distributor to act as
its agent in connection with all transactions in shareholder accounts
for which Dealer is designated as Dealer of Record. All designations of
Dealer of Record and all authorizations of Distributor to act as
Dealer's agent shall cease upon the termination of this Agreement or
upon the shareholders' instructions to transfer his or her account to
another Dealer of Record.
6. PAYMENT FOR SHARES. Payment for all Shares purchased from Distributor
by Dealer shall be received by Distributor within three business days
after acceptance of Dealer's order. If such payment is not so received
by Distributor, Distributor and the Fund reserve the right, without
notice, to immediately cancel the sale, or, at Distributor's option, to
sell the Shares ordered by Dealer back to the Fund in which latter
case, Distributor may hold Dealer responsible for any loss, including
the loss of profit, suffered by Distributor or by the Fund resulting
from Dealer's failure to make payment as described above.
7. PURCHASE OF SHARES. Dealer shall purchase Shares of the Fund only from
Distributor or from Dealer's customers. If Dealer purchases Shares from
Distributor, Dealer agrees that all such purchases shall be made only
to cover orders already received by Dealer from its customers, or for
Dealer's own bona fide investment without a view to resale. If Dealer
purchases Shares from its customers, Dealer agrees to pay such
customers the applicable net asset value per share less any redemption
charge that would be applicable if such Shares were then tendered for
redemption in accordance with the applicable Prospectus ("Repurchase
Price").
8. LIMITATION ON SALE OF SHARES. Dealer shall sell Shares only:
(a) to Dealer's customers at the prices described in section 2
above; or
(b) to Distributor as agent for the Fund at the Repurchase Price.
In such a sale to Distributor, Dealer may act either as
principal for its own account or as agent for its customer. If
Dealer acts as principal for its own account in purchasing
Shares for resale to Distributor, Dealer agrees to pay its
customer not less than nor more than the Repurchase Price
which Dealer received from Distributor. If Dealer acts as
agent for its customer in selling Shares to Distributor,
Dealer agrees not to charge its customer more than a fair
commission for handling the transaction.
9. DEALER'S REPRESENTATIONS AND WARRANTIES. Dealer hereby represents and
warrants to Distributor that:
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(a) Dealer is willing and possesses the legal authority to provide
the services contemplated by this Agreement without violation
of applicable laws;
(b) Dealer is and shall remain throughout the term of this
Agreement a member in good standing of the NASD and shall
immediately notify Distributor should it cease to be a member
of the NASD;
(c) Dealer is and shall remain throughout the term of this
Agreement a broker-dealer duly and properly registered and
qualified under all applicable laws, rules and regulations,
including, but not limited to, all state and federal
securities laws, rules and regulations, as may be necessary or
appropriate for Dealer to perform and observe all of its
duties, obligations and covenants set forth or contemplated by
this Agreement;
(d) Dealer shall throughout the term of this Agreement comply with
the requirements of all applicable laws, rules and
regulations, including, but not limited to, federal and state
securities laws, the rules, regulations and orders of the
Securities and Exchange Commission and the NASD, in performing
and observing all of its duties, obligations and covenants set
forth or contemplated by this Agreement; and
(e) Dealer shall not withhold placing with Distributor orders
received from Dealer's customers so as to profit from such
withholding.
10. INDEMNIFICATION. Dealer shall indemnify and hold harmless Distributor,
its affiliates and the Fund against any losses, claims, damages,
liabilities or expenses (including reasonable attorneys' fees and
expenses) resulting from (a) any negligence or misfeasance of Dealer or
any of its officers, directors, employees or registered
representatives; or (b) any violation of any law, rule or regulation or
any failure to perform or observe any obligations of Dealer set forth
in this Agreement by Dealer or any of its officers, directors,
employees or registered representatives.
11. PROVISION OF SALES MATERIAL. Distributor shall deliver to Dealer
without charge reasonable quantities of the Fund's Prospectuses with
any supplements thereto currently in effect, copies of current
shareholder reports of the Fund, and sales material issued by
Distributor from time to time.
12. RULE 12B-1 AGREEMENT; TERMINATION. This Agreement is a related
agreement under the Distribution Plan applicable for the Fund ("Rule
12b-1 Plan"), as adopted pursuant to Rule 12b-1 under the 1940 Act.
This Agreement may be terminated as to the payments made by the Fund
under the Rule 12b-1 Plan at any time, without the payment of any
penalty, by the vote of a majority of the members of the Board of
Trustees of Nationwide Investing Foundation III ("NIF III") who are not
interested persons of NIF III and who have no direct or indirect
financial interest in the operation of the Rule 12b-1 Plan or in any
related agreements to the Rule 12b-1 Plan ("Disinterested Trustees") or
by a majority of the
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outstanding ISC Class shares or IVC Class shares, each with respect its
own class, upon delivery of written notice thereof to the parties to
this Agreement.
This Agreement will terminate automatically in the event of its
assignment as defined in the 1940 Act or upon termination of the
Distributer underwriting agreement with the Fund. In addition, either
the Distributor or Dealer may terminate this Agreement upon at least 60
days written notice to the other party.
13. COMPLETE AGREEMENT. This Agreement supersedes and cancels any prior
agreement with respect to the sale of Shares of the Fund and may be
amended at any time and from time to time by written agreement of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers as of the day and year first written above.
PORTLAND INVESTMENT SERVICES, INC.
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By:
DEALER
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By:
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