EXHIBIT 10.2
JOINT INVESTMENT ADVISOR MANAGEMENT AGREEMENT
THIS AGREEMENT is made between CAPITAL DIMENSIONS MANAGEMENT COMPANY, INC.
("CDMC"), a Minnesota corporation, and CAPITAL DIMENSIONS VENTURE FUND, INC.
("CDVFI"), a licensee under the Small Business Investment Act of 1958.
RECITALS
A. CDMC has substantial ongoing experience in the management of investments
and is staffed by highly experienced managers.
B. CDVFI wishes to enter into a joint agreement with CDMC to provide
investment advice and management services.
THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE
SERVICES
1.1 SERVICES
CDMC agrees to provide the following services to CDVFI (the "Licensee") as
directed by Licensee's management and the Licensee's Board of Directors:
a) Assist the Licensee in the evaluation of potential investments;
b) Monitor the Licensee's existing portfolio of investments;
c) Assist with disposal of the Licensee's assets as directed from time to
time by the Licensee;
d) Provide accounting and administrative services to the Licensee; and
e) Such other actions and duties as the Licensee's Board of Directors may
direct from time to time.
ARTICLE TWO
COMPENSATION
2.1 COMPENSATION
Compensation to CDMC will be 3% of CDVFI's average assets.
2.2 PAYMENT
Compensation will be paid by the Licensee to CDMC on a monthly basis upon
receipt of an appropriate invoice from CDMC.
ARTICLE THREE
TERM
3.1 EFFECTIVE DATE
The Effective Date of this Agreement shall be deemed to be April 1, 1997.
3.2 TERM, RENEWAL
The term of this Agreement shall be one year, commencing on the Approval
Date. This Agreement shall be renewable for additional one-year terms only
with the approval of the Licensee's Board of Directors and the Small
Business Administration (the "SBA").
3.3 TERMINATION
The Licensee may terminate this Agreement, without penalty, upon 30 days'
written notice.
ARTICLE FOUR
SBA REPORTING
4.1 FINANCIALS
CDMC shall assist the Licensee in preparing and filing with the SBA annual
audited financial statements of the Licensee's operations.
4.2 OFFICERS AND MANAGERS
Each officer of CDMC who performs services for the Licensee shall file a
Statement of Personal History (SBA Form 415A) with the SBA.
4.3 SBA COMPLIANCE
CDMC shall fully comply with all applicable laws and SBA regulations.
ARTICLE FIVE
MISCELLANEOUS
5.1 SEVERABILITY
Each provision of this Agreement is intended to be severable. In the event
that any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable, the same
shall not affect any other provision of this Agreement.
5.2 ASSIGNMENT
This Agreement will terminate automatically upon assignment by CDMC to any
other entity, unless such assignment is approved in advance by the
Licensee's Board of Directors and the SBA.
2
5.3 FULL DISCLOSURE
Full disclosure, pursuant to the SBA's regulations, will be provided by
CDMC if it performs services directly for any portfolio companies of the
Licensee.
5.4 SEPARATE RECORDS
Separate books, records, and financials shall be maintained by CDMC and
CDVFI. Funds, portfolio securities, or other securities of the Licensee
shall not be commingled.
5.5 BUSINESS ADDRESS
The principal places of business of the parties are:
Capital Dimensions Management Company Inc.
Suite 335
Two Appletree Square
Minneapolis, Minnesota 55425-1637
Capital Dimensions Venture Fund, Inc.
Suite 335
Two Appletree Square
Minneapolis, Minnesota 55425-1637
5.6 AMENDMENT
No amendment to any material term of this Agreement shall be effective
unless it is reduced to writing, signed by all parties and approved in
advance by the SBA and the Licensee's Board of Directors. Any question as
to the materiality of an amendment shall be submitted to the SBA for
determination of materiality.
The parties have duly executed this Agreement.
CAPITAL DIMENSIONS MANAGEMENT COMPANY, INC.
By /s/ Thomas F. Hunt, JR.
--------------------------------------------------
Title: President Date 2/10/97
-----------------------
CAPITAL DIMENSIONS VENTURE FUND, INC.
By /s/ Dean Pickerell
--------------------------------------------------
Title: President Date 2/10/97
-----------------------
3