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Exhibit 10.19
INVESTMENT AGENCY AGREEMENT
(DATE)
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This is an INVESTMENT AGENCY AGREEMENT dated as of the date first
written above, by and between ___________________(the "Principal"), a (STATE)
corporation, and Nationwide Cash Management Company (the "Agent"), an Ohio
corporation.
BACKGROUND
The Agent is a subsidiary of Nationwide Mutual Insurance Company and
Nationwide Advisory Services, Inc. (the "Parent Companies") and was formed for
the purpose of making, holding and administering short-term investments
(maturing in one year or less) for and on behalf of the Parent Companies and
other companies affiliated with or related to the Parent Companies.
The purpose of this Agreement is to provide for the terms and
conditions under which the Agent will make, hold and administer certain
investments for and on behalf of the Principal.
STATEMENT OF AGREEMENT
In consideration of their mutual promises, the Principal and the Agent
hereby agree as follows.
1. INVESTMENT ACCOUNT. The Agent shall maintain in an investment
account (the "Account") for and on behalf of the Principal all
money, securities, evidences of indebtedness, certificates of
deposit and other property (collectively "Investments")
deposited in or purchased or otherwise acquired for and on
behalf of the Principal from time to time pursuant to the
terms and upon the conditions of this Agreement.
2. AUTHORITY OF AGENT. The Principal hereby authorizes the Agent,
upon the terms and subject to the conditions of this
Agreement, to engage in any of the following activities for
and on behalf of the Principal:
(a) Upon the written instructions or oral instructions
confirmed in writing of the Principal or any
authorized representative of the Principal, to sell,
purchase, hypothecate, transfer or otherwise acquire
or dispose of, whether through brokerage transactions
or otherwise, Investments for the Account of the
Principal;
(b) To collect and credit to the Account of the Principal
all dividends, interest and other income on the
Investments held for the Account of the Principal;
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(c) To collect and credit to the Account of the Principal
all proceeds from the sale, redemption or other
disposition of the Investments held for and on behalf
of the Principal; and
(d) To hold all funds deposited with the Agent and
Investments purchased with such funds on behalf of
Principal at the Agent's designated banks. These
funds and/or Investments will be held by such banks
in the Agent's account on behalf of the Principal.
3. DUTIES OF THE AGENT. Upon the terms and subject to the
conditions of this Agreement, the Agent shall perform the
following duties:
(a) At all times hold all funds and other Investments in
the Account of the Principal subject to the written
instructions with respect thereto as the Principal or
its representative designated in writing to the Agent
shall direct from time to time; and
(b) Furnish to the Principal statements of receipts,
disbursements and investment income earned of and for
the Account for such periods and in such reasonable
detail as the Principal may from time to time
request.
(c) Upon termination of this Agreement, the Agent shall
immediately withdraw from the Account all funds held
therein by Agent on behalf of the Principal and
deliver and pay over the same to the Principal.
4. AUTHORITY TO COMMINGLE INVESTMENTS. The Principal understands
and agrees that the Agent may from time to time act as agent
solely for the Parent Companies and other companies or
entities which are affiliated with or related to the Parent
Companies (collectively with the Parent Companies, the
"Related Principals") under the terms and subject to the
conditions of Investment Agency Agreements which are
substantially identical to this Agreement. The Principal
expressly authorizes the Agent to intermingle or commingle the
Investments held for the Account of the Principal with the
Investments held for the several Accounts of one or more
Related Principals and to jointly hold or jointly purchase,
sell, hypothecate, transfer or otherwise acquire or dispose of
Investments for the several Accounts of the Principal and one
or more Related Principals.
5. OWNERSHIP OF INVESTMENT. All Investments held or acquired for
the Account of the Principal whether or not commingled,
intermingled or jointly acquired for the several Accounts of
the Principal and one or more Related Principals, shall for
all purposes continue to be the property of the Principal,
either in its individual capacity of as joint or common tenant
or owner with such other Related Principal or Related
Principals.
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6. LIMITED AUTHORITY. The Agent shall have only such authority
and duties to make, hold and administer Investments for the
Account of the Principal as specifically provided for in this
Agreement. Specifically, and without limitation of the
foregoing sentence, the Agent shall not have (i) the
discretionary authority to purchase, sell, hypothecate,
transfer or otherwise acquire or dispose of any Investments
for the Account of the Principal, nor (ii) the duty to advise
the Principal or its representatives as to the value of any
Investment or to provide analysis of any Investment to the
Principal or its representatives.
7. RELATIONSHIP TO THIRD PARTIES. In order that the negotiability
or transferability of the Investments shall not be limited and
notwithstanding the provisions of Section 6 of this Agreement,
the Principal acknowledges that every person or entity dealing
with the Agent shall be justified and protected in relying
upon the authority of the Agent to act for and on behalf of
the Principal in the purchase, sale, hypothecation, transfer
or other acquisition or disposition of Investments and shall
not be required to ascertain whether the approval or direction
of the Principal or its representatives has been obtained.
8. INSURANCE DEPARTMENT EXAMINATION. The Principal and Agent
understand and agree that the Ohio Department of Insurance, or
such other insurance departments of those states in which the
Principal is admitted, if any, shall be entitled to examine
the records of the Agent as they pertain to the Principal's
Investments in the Account.
9. INSOLVENCY. In the event of the insolvency of the Principal,
all funds of the Principal deposited with the Agent shall be
payable directly to the liquidator, receiver, or statutory
successor of the Principal, without diminution of the
insolvency of the Principal.
10. COMPENSATION AND REIMBURSEMENT OF AGENT. The Agent shall be
entitled to reasonable compensation for its services hereunder
as the Principal and Agent shall from time to time agree.
11. INDEMNIFICATION OF AGENT. The Principal shall indemnify the
Agent and hold the Agent harmless from and against all
actions, claims, demands, liabilities, losses, damages or
expenses of whatever kind, including without limitation,
attorneys' fees, sustained or incurred by the Agent in
carrying out its authority or duties under this Agreement,
unless resulting from its own negligence or willful misconduct
which shall be deemed to exist unless the Agent can prove that
it was not negligent or did not act with willful misconduct.
Notwithstanding the above, however, the Agent shall be liable
to Principal for all losses of or to the Investments due to
fire, robbery, burglary, theft or mysterious disappearance
while in the possession of the Agent.
12. TERMINATION OF AGREEMENT. This Agreement may be terminated at
the end of each
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business day by the Principal upon written notice to the Agent
and at any time by the Agent upon 30 days' written notice to
the Principal.
13. NO PARTNERSHIP CREATED. Nothing herein contained shall
constitute the Principal as a partner of the Agent or as a
partner of the Related Principals.
14. GOVERNING LAW. This Agreement will be deemed to have been
entered into and shall be construed and enforced in accordance
with the laws of Ohio.
15. COMPLETE AGREEMENT WAIVERS, AMENDMENTS, ETC. This Agreement
constitutes the complete agreement of the Principal and Agent
with respect to the subject matter hereof. No waiver of any
rights under this Agreement shall be deemed effective unless
contained in a writing signed by the party charged with such
waiver, and no waiver of any right arising from any breach or
failure to perform will be deemed to be a waiver of any future
such right or of any other right arising under this Agreement.
16. HEADINGS. Section headings contained in this Agreement are
included for convenience only and form no part of the
Agreement between the parties.
17. NOTICE. Notices required or permitted hereunder will be in
writing and shall be sent to the addresses given below or to
such other addresses as the parties may hereafter specify, and
will be deemed given:
(a) When delivered to an authorized officer of either
party; or
(b) Three days after mailing by prepaid first class to an
authorized officer of either party.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be an original and all of
which will constitute together but one and the same document.
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This Agreement was executed in duplicate originals by the Principal and
the Agent as of the date first written above.
NATIONWIDE CASH MANAGEMENT COMPANY
(Principal) (Agent)
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By: _____________________________ By: _____________________________
Title: Title:
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