EXHIBIT 10.2
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT dated as of the 30th day of April, 1998 (the "Effective
Date"), by and between Life USA Holding, Inc., a Minnesota corporation (the
"Client"), and Windsor Financial Group, LLC, a Minnesota limited liability
company ("WFG").
1. APPOINTMENT OF WFG AS ADVISOR. As of the Effective Date, the Client
hereby appoints WFG as investment advisor and delegates to it the authority to
manage, acquire and dispose of those assets of the Client which are described in
attached Exhibit A (the "Account") under the terms and conditions set forth in
this Agreement. The Client may direct additions to or withdrawals from the
Account upon 30 days' prior written notice to WFG (which notice may be waived by
WFG).
1.2 Custodial Functions. Unless otherwise agreed to in
writing, the Client or Client's agent (and not WFG or its agent) shall
have custody of all assets of the Account. The Custodian on the date
hereof is State Street Bank and Trust; the Custodian may be changed
from time to time by the Client, and Client shall thereafter give
prompt notice of such change to WFG.
2. DISCRETIONARY AUTHORITY - INVESTMENTS AND BROKERAGE.
2.1 WFG's Authority. WFG shall have full and complete
discretion to direct and manage the investment and reinvestment of
assets in the Account and any additions thereto. This Agreement shall
serve to appoint WFG as agent and attorney-in-fact with full power and
authority to act on behalf of the Account with respect to (a) the
purchase, sale, exchange, conversion or other transactions in any and
all stocks, bonds and other securities as WFG may select; and (b) to
establish accounts and execute transactions with one or more securities
broker/dealer firms as WFG may select (or as Client may direct),
including those which from time to time may furnish to WFG statistical
information, investment research information and other services.
2.2 Investment Policy. Notwithstanding the foregoing, the
Client shall furnish WFG a written statement of investment policy. Such
statement shall have the effect of limiting the investments WFG is
authorized to acquire and hold for the Account and shall be binding on
WFG upon WFG's receipt of such statement. The written statement of
investment policy may be modified by Client in writing at any time and
shall be effective upon WFG's receipt of such modification. The
original written statement of investment policy is attached hereto as
Exhibit B.
2.3 Non-Liability. WFG shall not be responsible for any acts
or omissions of any broker/dealer or Custodian acting for the Account
pursuant to this Section 2.
3. APPRAISAL OF ACCOUNT.
3.1 Monthly Appraisal. WFG will provide the Client with a
monthly appraisal of the Account dated as of the last day on which the
New York Stock Exchange is open in any month (the "Appraisal Date").
Such appraisal shall be in the form of a written summary of assets of
the Account on the Appraisal Date.
3.2 Valuation Methods. Securities traded on national stock
exchanges will be valued at the composite price as published in the
Wall Street Journal. Listed Securities which are not traded and
over-the-counter securities will be valued at the closing bid price.
Other securities and all other assets will be valued at fair value as
determined in good faith by WFG.
4. FEES.
4.1 Calculation of Fees. As full compensation for services
rendered under this Agreement, WFG will be paid a quarterly fee in
accordance with the fee schedule set forth below based on the market
value of the assets in the Account as of the Appraisal Date occurring
in March, June, September and December in each year. For purposes of
the calculation of the fee, the value of the securities and cash in the
Account shall be determined as of the Appraisal Date at the end of each
fiscal quarter pursuant to Section 3 above.
Available For Sale Assets Held to Maturity Assets
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13 Basis Points on the first $200 Million 4 Basis Points on the first $800 Million
8 Basis Points on the next $300 Million 1 Basis Points thereafter
5 Basis Points on the next $500 Million
3 Basis Points thereafter
4.2 Proration of Fees. Fees will be prorated for assets
deposited to or withdrawn from the Account during the quarter.
If WFG shall serve for less than the whole of any
quarterly period, its compensation (determined as provided above) shall
be calculated and payable on a pro rata basis for the portion of the
quarter for which it has served as an advisor hereunder.
4.3 Payment Method. The fees due hereunder shall be paid
directly by the Client promptly upon receipt of an invoice therefor,
but if not paid shall be a lien upon and payable out of the Account.
5. SERVICE TO OTHER CLIENTS. It is understood that WFG provides
investment advisory services for other clients. It is further understood that
WFG may take investment action on behalf of such other clients which differs
from investment action taken on behalf of the Account. If the purchase or sale
of securities for the Account and one or more such other clients is considered
at or about the same time, transactions in such securities will be allocated
among the several clients in a manner deemed equitable by WFG.
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6. REPRESENTATIONS.
6.1 Representations by WFG. WFG represents that it is duly
registered as an investment advisor with the Securities and Exchange
Commission pursuant to the Investment Advisers Act of 1940, as amended,
and that WFG has completed, obtained or performed all other acts,
registrations, filings, approvals, authorizations, consents or
examinations necessary to comply with the requirements of any
government or governmental authority for the performance of the acts
contemplated by this Agreement. WFG will deliver such documentation of
this compliance as the Client may from time to time reasonably request.
6.2 Form ADV. The Client represents that it has received a
copy of WFG's Form ADV-Part II as required by the Security and Exchange
Commission's "Brochure Rule".
7. ASSIGNMENT. No assignment (as defined in the Investment Advisers Act
of 1940) of this Agreement shall be made by WFG without consent of the Client.
8. TERMINATION. This Agreement may be terminated by either party upon
30 days' prior written notice.
9. NOTICE. Any notice or report to be given pursuant to this Agreement
shall be delivered or mailed:
(a) to WFG at:
Windsor Financial Group, LLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, Chief Manager
(b) to the Client at:
Life USA Holding, Inc.
000 Xxxxx Xxxxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxx, Senior Vice President
10. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed, and
the rights and obligations of the parties hereunder enforced, in accordance with
the laws of the State of Minnesota.
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Agreed to and Accepted by:
WINDSOR FINANCIAL GROUP, LLC LIFE USA HOLDING, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxx, Chief Manager Xxxx X. Xxxxxxxx, Senior Vice President
Date of Signature: April 30, 1998 Date of Signature: April 30, 1998
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