Exhibit 10.7
Account No.: _______________
Date: _______________
(MUNDERCAPITAL LOGO)
INVESTMENT ADVISORY AGREEMENT
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
RE: North Pointe Insurance Company ("Account")
The undersigned ("Client") employs Munder Capital Management ("Advisor") as
investment advisor for the Account, and Advisor agrees to serve in that
capacity, on the following terms and conditions:
1. AUTHORITY (CHECK THE DESIRED ALTERNATIVE)
[X] DISCRETIONARY
Advisor shall have full power to supervise and direct the investment of the
Account, making and implementing investment decisions, all without prior
consultation with Client, in accordance with such objectives as Client may,
from time to time, have furnished Advisor in writing, and subject only to
such written limitations as Client may impose. In managing liquid assets of
the Client, the Advisor may use affiliated money funds.
[ ] NON-DISCRETIONARY
Advisor shall make investment recommendations to Client, and Client will
make all investment decisions with respect to investment of the Account.
Advisor is authorized to place orders for the execution of securities
transactions for the Account to implement Client's decisions.
2. CUSTODY
Client will appoint a custodian ("Custodian") to take and have possession
of the assets of the Account. Advisor shall not be the Custodian. Advisor
is authorized to instruct banks and broker-dealers to receive and/or
deliver securities purchased or sold, against payment, to or from the
undersigned Client's Account at FIFTH THIRD BANK.
3. BROKERAGE (CHECK THE DESIRED ALTERNATIVES)
[X] DISCRETIONARY
Advisor may place orders for the execution of transactions with or through
such brokers, dealers, or banks as Advisor may select and, complying with
Section 28 (e) of the Securities Exchange Act of 1934, may pay a commission
on transactions in excess of the amount of commission another broker or
dealer would have charged. This may result in incurring commissions for the
Account from time to time to cover such services as, in Advisor's opinion,
assist in the supervision of the Account and/or other accounts.
[ ] CLIENT DIRECTED
Advisor is directed to enter orders for the purchase and/or sale of
securities for the Account through _______________________________________.
[ ] LIMITED
In certain cases, if Advisor believes that it is in the best interest of
Client, Advisor is authorized to enter orders for the purchase and/or sale
of securities for Client with broker-dealers of its selection, including
affiliated brokers, rather than the one designated in the immediately
preceding paragraph.
4. REPORTS TO CLIENT
Advisor will send Client an inventory of the investments of the Account as
soon as reasonably possible after the end of each quarterly period. Copies
of confirmations of transactions executed will be sent promptly to
Custodian. The initial performance measurement period will begin within 90
days of funding the Account. Advisor does not assume responsibility for the
accuracy of information furnished by Client or any other party.
5. VOTING OF PORTFOLIO SECURITIES
Unless otherwise specifically agreed in writing, Advisor will not be
required to take any action, or render any advice, with respect to the
voting of portfolio securities.
6. EXCULPATORY PROVISION
The Client agrees the Advisor's authority hereunder shall not be impaired
because of the fact that Advisor may effect transactions with respect to
securities for its own account or for the accounts of others that Advisor
manages. These transactions may involve identical or similar securities
that Advisor may execute at the same or different times. Except for
negligence or malfeasance, or violation of fiduciary duty or applicable
law, neither Advisor nor any of its officers, directors or employees shall
be liable hereunder for any action performed or omitted to be performed or
for any errors of judgement in managing the Account. The federal and state
securities laws may impose liabilities under certain circumstances on
persons who act in good faith; therefore, nothing herein shall in any way
constitute a waiver or limitation of any rights that the undersigned may
have under any federal and state securities laws.
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If any loss is suffered due to the acts or omissions of a custodian,
broker, dealer or underwriter to which Advisor has given investment
instructions pursuant to this authority, the undersigned will look to the
custodian, broker, dealer or underwriter, and not to Advisor to make
restitution.
7. NON-EXCLUSIVE CONTRACT
Advisor acts as advisor to other clients and may give advice, and take
action, with respect to any of those that may differ from the advice given,
or the timing or nature of action taken, with respect to the Account.
Advisor shall have no obligation to purchase or sell for the Account, or to
recommend for purchase or sale by the Account, any security that Advisor,
its principals, affiliates or employees may purchase or sell for themselves
or for any other clients.
8. AGREEMENT NOT ASSIGNABLE
No assignment (as that term is defined in the Investment Advisors Act of
1940) of this agreement may be made by Advisor without written consent of
Client.
9. TERMINATION
This agreement may be terminated at any time upon written notice by either
party. Fees will be prorated to the date of termination set forth in such
written notice.
10. REPRESENTATIONS
Advisor represents that it is registered as an investment advisor under the
Investment Advisors Act of 1940, as amended, and that such registration is
currently effective. If the Account is subject to the Employee Retirement
Security Act of 1974, as amended, ("ERISA"), Advisor acknowledges that it
is a "fiduciary" (as that term is defined under ERISA) with respect to the
Account.
Advisor represents that it will notify Client in the event of a change in
the partners of the Advisor.
Client represents that employment of Advisor is authorized by, has been
accomplished in accordance with, and does not violate, the documents
governing the Account. Client will furnish Advisor with true copies of all
governing documents. If the Account is subject to ERISA: (i) Client
acknowledges that, if the Account is discretionary, it is a "named
fiduciary", as defined under ERISA, with respect to the control or
management of the assets of the Account; and (ii) Advisor agrees to obtain
and maintain a bond, satisfying the requirements of Section 412 of ERISA.
11. COMMUNICATIONS
Instructions with respect to securities transactions may be given orally
and, where deemed necessary, may be confirmed in writing as soon as
practicable.
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Notices required to be given under this agreement shall be sent by
certified mail and shall be deemed given when received at the addresses
specified below, and as to the Custodian, at such address as it may specify
to Advisor in writing, or at such other address as a party to receive
notice may specify in a notice given in accordance with this provision.
Advisor may rely on any notice from any person reasonably believed to be
genuine and authorized.
12. FEES
Advisor's compensation for services shall be calculated and paid in
accordance with the following schedule of fees.
The annual fee, based on quarterly market value of the account under
supervision, will be:
70 Basis Points
Minimum Annual Fee: $20,000.00
Fees will be computed based on quarterly market value, exclusive of amounts
invested in affiliated Mutual Funds of the Advisor, payable quarterly in
arrears. Fees for an initial period, if less than a full quarter, will be
prorated accordingly. The first quarterly period is to begin on
__________________________________________________________________________.
[ ] By checking this box, Client hereby agrees that Advisor shall xxxx
Custodian for all fees due and owing Advisor from Client pursuant to
this Agreement and that Custodian is authorized to pay any such fees.
Advisor shall provide Client with a copy of each xxxx at the same time
that the xxxx is sent to Custodian, which xxxx shall, among other
things, indicate the fee, the value of Client's assets for billing
purposes, and the fee calculation.
13. DISCLOSURE STATEMENT
Client acknowledges receipt of Advisor's Disclosure Statement, which is
Form ADV, Part II, as required by Rule 204-3 under the Investment Advisors
Act of 1940, more than 48 hours prior to the date of execution of this
agreement.
If Advisor's Disclosure Statement has not been so received, Client shall
have the option to terminate this agreement without penalty within five
business days after that date of execution; however, any investment action
taken by Advisor with respect to the Account prior to the effective date of
such termination shall be at Client's risk.
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14. ENTIRE AGREEMENT; GOVERNING LAW
This agreement constitutes the entire agreement of the parties with respect
to management of the Account and can be amended only by written document
signed by the parties. With respect to its investment advisory activities,
the Advisor acknowledges that it is subject to the federal securities laws.
With respect to other contractual matters, this contract shall be governed
by the internal laws of the State of Michigan.
Very truly yours,
Client: NORTH POINTE INSURANCE COMPANY
By: /s/ XXXXXXX X. XXXXX
-----------------------------------
Name/Position-Duly Authorized Signatory
XXXXXXX X. XXXXX, GENERAL COUNSEL
Date:
---------------------------------
Address: 00000 XXXXXXXX XXXX
Xxxx/Xxxxx/Xxx: XXXXXXXXXX XX 00000
ACCEPTED BY:
Munder Capital Management
000 Xxxxxx Xxxxxx, Xxxxx 000
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
By: /s/ Xxxxx X. Xxxxxxx/CAO
-----------------------------------
Name/Position
Date: 9/13/04
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