EXHIBIT (9)(D)
NORWEST ADVANTAGE FUNDS
ADMINISTRATION AGREEMENT
August 1, 1997
AGREEMENT made this 1st day of August, 1997, between Norwest Advantage
Funds (the "Trust"), a business trust organized under the laws of the State of
Delaware with its principal place of business at Two Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxx 00000, and Forum Administrative Services, LLC ("FAS"), a limited liability
corporation organized under the laws of State of Delaware with its principal
place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end management investment company and
may issue its shares of beneficial interest, no par value, in separate series
and classes; and
WHEREAS, the Fund has entered into a Management Agreement with Forum
Financial Services, Inc. (the "Manager"), pursuant to which Manager provides
certain management services for the Trust; and
WHEREAS, the Trust desires that FAS perform administrative services for
each of the series of the Trust as listed in Appendix A hereto (each a "Fund"
and collectively the "Funds") other than any administrative services performed
by the Manager incidental to the aforesaid Management Agreement, and FAS is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and FAS agree as follows:
SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS
The Trust is engaged in the business of investing and reinvesting its
assets in securities of the type and in accordance with the limitations
specified in the Trust's Trust Instrument, By-Laws and registration statement
filed with the Securities and Exchange Commission (the "SEC") under the Act and
the Securities Act of 1933 (the "Securities Act"), including any representations
made in a prospectus ("Prospectus") or statement of additional information
("SAI") relating to a Fund contained therein and as may be supplemented from
time to time, all in such manner and to such extent as may from time to time be
authorized by the Trust's Board of Trustees (the "Board"). The Trust has
delivered copies of the documents listed in this Section to FAS and will from
time to time furnish FAS with any amendments thereof.
108
SECTION 2. APPOINTMENT
The Trust hereby employs FAS, subject to the direction and control of
the Board and the Manager, to provide certain administrative services necessary
for the Trust's operations with respect to each Fund except those that are the
responsibility of the Manager, Norwest Bank Minnesota, N.A. ("Norwest"), each
Fund's investment adviser, or any other investment adviser or investment
subadviser to a Fund (each an "Adviser"), or Norwest in its capacity as
administrator pursuant to an investment administration or similar agreement.
SECTION 3. ADMINISTRATIVE DUTIES
(a) On behalf of the Trust and with respect to each Fund, FAS will
(i) at the Trust's expense, provide the Trust with, or arrange for the
provision of, the services of persons competent to perform such legal,
administrative and clerical functions not otherwise described in this
Section 3(a) as are necessary to provide effective operation of the
Trust;
(ii) assist in the preparation and the printing and the periodic
updating of the Trust's registration statement, Prospectuses and SAIs,
the Trust's tax returns, and reports to its shareholders, the SEC and
state and other securities administrators;
(iii) assist in the preparation of proxy and information statements
and any other communications to shareholders;
(iv) assist the Advisers in monitoring Fund holdings for compliance
with Prospectus and SAI investment restrictions and assist in
preparation of periodic compliance reports;
(v) with the cooperation of the Trust's counsel, Advisers, the officers
of the Trust and other relevant parties, be responsible for preparation
and dissemination of materials for meetings of the Board;
(vi) be responsible for preparing, filing and maintaining the Trust's
governing documents, including the Trust Instrument, Bylaws and minutes
of meetings of Trustees, Board committees and shareholders;
(vii) be responsible for maintaining the Trust's existence and good
standing under state law;
(viii) monitor sales of shares and ensure that such shares are properly
and duly registered with the SEC and applicable state and other
securities commissions;
(ix) be responsible for the calculation of performance data for
dissemination to information services covering the investment company
industry, for sales literature of the Trust and other appropriate
purposes; and
109
(x) be responsible for the determination of the amount of and supervise
the declaration of dividends and other distributions to shareholders as
necessary to, among other things, maintain the qualification of each
Fund as a regulated investment company under the Internal Revenue Code
of 1986, as amended, and prepare and distribute to appropriate parties
notices announcing the declaration of dividends and other distributions
to shareholders.
(b) FAS shall provide such other services and assistance relating to
the affairs of the Trust as the Trust, the Manager or the Adviser may, from time
to time, reasonably request.
(c) FAS shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be maintained
under the Act and Rule 31a-1 under the Act. The books and records pertaining to
the Trust which are in possession of FAS shall be the property of the Trust. The
Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during FAS's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by FAS to the Trust or the Trust's authorized representatives.
SECTION 4. STANDARD OF CARE
The Trust shall expect of FAS, and FAS will give the Trust the benefit
of, FAS's best judgment and efforts in rendering these services to the Trust,
and the Trust agrees as an inducement to FAS's undertaking these services that
FAS shall not be liable under this Agreement for any mistake of judgment or in
any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, FAS against any
liability to the Trust or to its security holders to which FAS would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of FAS's duties under this Agreement, or by reason of FAS's
reckless disregard of its obligations and duties under this Agreement.
SECTION 5. COMPENSATION; EXPENSES
(a) In consideration of the administrative services performed by FAS as
described herein, the Trust will pay FAS, with respect to each class of Shares
of each Fund a fee at the annual rate as listed in Appendix A hereto plus such
additional payments as contemplated hereby. FAS's fees shall be accrued by the
Trust daily and shall be payable monthly in arrears on the first day of each
calendar month for services performed under the Agreement during the prior
calendar month. In addition, in the event that any of the legal services
identified in Appendix B hereto are provided to the Trust by personnel of the
legal department of FAS, they will be provided at no additional charge to the
Trust except those matters designated as Special Legal Services, as to which FAS
may charge, and the Trust shall pay an additional amount as reimbursement of the
cost of FAS providing such services. Reimbursement shall be payable monthly in
arrears on the first day of each calendar month for services performed under
this Agreement during the prior calendar month. Nothing in this Agreement shall
require FAS to
110
provide any of the services listed in Appendix B hereto, as such services may be
performed by an outside vendor if appropriate in the judgment of Forum.
(b) Notwithstanding that other persons may, in investment advisory
agreements or otherwise, agree to assume certain expenses of the Trust or of any
Fund or class of Shares thereof, the Trust shall be responsible and hereby
assumes the obligation for payment of all the Trust's expenses, including (i)
payment of the fee payable to FAS under this Section 5 hereof, the fee payable
to the Manager pursuant to the Management Agreement, and the fee payable to the
Advisers of each Fund pursuant to any investment advisory or similar agreement
between the Adviser and the Trust; (ii) interest charges, taxes, brokerage fees
and commissions; (iii) insurance and fidelity bond premiums; (iv) fees, interest
charges and expenses of the Trust's manager, custodian, transfer agent, dividend
disbursing agent and fund accountant and providers of pricing, credit analysis
and dividend services; (v) telecommunications expenses; (vi) auditing, legal and
compliance expenses; (vii) costs of forming the Trust and maintaining its
existence; (viii) costs of preparing and printing the Trust's Prospectuses,
SAIs, subscription application forms and stockholder reports and their delivery
to existing and prospective stockholders; (ix) costs of maintaining books of
original entry for portfolio and fund accounting and other required books and
accounts and of calculating the net asset value of the Trust's shares; (x) costs
of reproduction, stationery and supplies; (xi) compensation of the Trust's
trustees, officers and employees and costs of other personnel performing
services for the Trust, whether or not any such persons are affiliated persons
of FAS or any Adviser of the Trust; (xii) costs of Board, Board committee,
shareholder and other corporate meetings; (xiii) SEC registration fees and
related expenses; (xiv) state and other jurisdiction securities laws
registration fees and related expenses, including costs of personnel to perform
such securities registration; and (xv) all costs borne by the Trust pursuant to
any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the Act,
shareholder service or similar plan.
SECTION 6. EFFECTIVENESS, DURATION; TERMINATION AND
ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund on
the date hereof or, with respect to additional series of the Trust to which this
agreement shall apply by amendment of Appendix A, upon the date of such
amendment. Upon effectiveness of this Agreement, it shall supersede all previous
agreements between the parties hereto covering the subject matter hereof insofar
as such Agreement may have been deemed to relate to the Funds.
(b) This Agreement shall continue in effect with respect to a Fund for
a period of one year from its effectiveness and shall continue in effect for
successive one year periods; provided, however, that continuance is specifically
approved at least annually (i) by the Board or by a vote of a majority of the
outstanding voting securities of the Fund and (ii) by a vote of a majority of
Trustees of the Trust who are not parties to this agreement or interested
persons of any such party (other than as Trustees of the Trust); provided
further, however, that if the continuation of this agreement is not approved as
to a Fund, FAS may continue to render to the Fund the services described herein
in the manner and to the extent permitted by the Act and the rules and
regulations thereunder.
111
(c) This Agreement may be terminated with respect to a Fund at any
time, without the payment of any penalty, (i) by the Board on 60 days' written
notice to FAS or (ii) by FAS on 60 days' written notice to the Trust.
(d) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either FAS or the Trust except by the
specific written consent of the other party. All terms and provisions of this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
SECTION 7. ACTIVITIES OF FAS
(a) Except to the extent necessary to perform FAS's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict FAS's right,
or the right of any of FAS's officers, directors or employees who also may be a
trustee, officer or employee of the Trust, or persons otherwise affiliated
persons of the Trust to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to any other
corporation, trust, firm, individual or association.
(b) FAS may subcontract any or all of its functions or responsibilities
pursuant to this Agreement to one or more corporations, trusts, firms,
individuals or associations, which may be affiliates of FAS, who agree to comply
with the terms of this Agreement. FAS may pay those persons for their services,
but no such payment will increase FAS's compensation from the Trust.
(c) Without limiting the generality of the Sections 7(a) and (b), the
Trust acknowledges that certain legal services may be rendered to it by lawyers
who are employed by FAS or its affiliates and who render services to FAS and its
affiliates. A lawyer who renders such services to the Trust, and any lawyer who
supervises such lawyer, although employed generally by FAS or its affiliates,
will have a direct professional attorney/client relationship with the Trust.
Those services for which such a direct relationship will exist are listed in
Appendix B hereto. Each of FAS and the Trust hereby consents to the simultaneous
representation by such lawyers of both FAS and the Trust, and waives any general
conflict of interest existing in such simultaneous representation. Furthermore,
the Trust agrees that, in the event such lawyer ceases to represent the Trust,
whether at the request of the Trust or otherwise, the lawyer may continue
thereafter to represent FAS, and the Trust expressly consents to such continued
representation.
SECTION 8. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and FAS agrees that, in asserting any rights or claims under this Agreement, it
shall look only to the assets and property of the Trust or the Fund to which
FAS's rights or claims relate in settlement of such rights or claims, and not to
the Trustees of the Trust or the shareholders of the Funds.
112
SECTION 9. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties hereto.
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(d) Notices, requests, instructions and communications received by the
parties at their respective principal addresses, or at such other address as a
party may have designated in writing, shall be deemed to have been properly
given.
(e) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(f) The terms "vote of a majority of the outstanding voting
securities," "interested person," and "assignment" shall have the meanings
ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
NORWEST ADVANTAGE FUNDS
--------------------------
Xxxxxx X. Xxxxxxxxx
Trustee
FORUM ADMINISTRATIVE SERVICES, LLC
------------------------
Xxxx X. Xxxxxx
President
113
NORWEST ADVANTAGE FUNDS
ADMINISTRATION AGREEMENT
October 1, 1997
APPENDIX A
Fee as a % of
the Annual Average Daily
Funds of the Trust Net Assets of each Class of the Fund
------------------ ------------------------------------
Cash Investment Fund 0.025%
U.S. Government Fund 0.05%
Treasury Fund 0.05%
Municipal Money Market Fund, Institutional Shares 0.05%
Municipal Money Market Fund, Investor Shares 0.10%
Ready Cash Investment Fund 0.075%
Intermediate Government Income Fund 0.05%
Diversified Bond Fund 0.025%
Stable Income Fund 0.025%
Income Fund 0.05%
Total Return Bond Fund 0.025%
Limited Term Tax-Free Fund 0.05%
Limited Term Government Income Fund 0.05%
Tax-Free Income Fund 0.05%
Colorado Tax-Free Fund 0.05%
Minnesota Intermediate Tax-Free Fund 0.05%
Minnesota Tax-Free Fund 0.05%
Strategic Income Fund 0.025%
Moderate Balanced Fund 0.025%
Growth Balanced Fund 0.025%
Aggressive Balanced-Equity Fund 0.025%
Income Equity Fund 0.025%
Index Fund 0.025%
ValuGrowth Stock Fund 0.05%
Diversified Equity Fund 0.025%
Growth Equity Fund 0.025%
Large Company Growth Fund 0.025%
Diversified Small Cap Fund 0.025%
Small Company Growth Fund 0.025%
Small Company Stock Fund 0.025%
Small Cap Opportunities Fund 0.025%
Contrarian Stock Fund 0.05%
International Fund 0.05%
Performa Strategic Value Bond Fund 0.025%
Performa Disciplined Growth Fund 0.025%
Performa Small Cap Value Fund 0.025%
Performa Global Growth Fund 0.025%
Norwest WealthBuilder II Growth Portfolio 0.05%
Norwest WealthBuilder II Growth and Income Portfolio 0.05%
Norwest WealthBuilder II Growth Balanced Portfolio 0.05%
114
NORWEST ADVANTAGE FUNDS
ADMINISTRATION AGREEMENT
APPENDIX C
LEGAL SERVICES
1. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are WITHIN the ordinary course of the Trust's
business.
2. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are OUTSIDE the ordinary course of the Trust's
business(*).
3. Liaison with the SEC.
4. Draft correspondences to SEC and respond to SEC comments.
5. Liaison with the Trust's outside counsel.
6. Provide attorney letters to the Trust's auditors.
7. Assist Trust outside counsel in the preparation of exemptive applications,
no-action letters, prospectuses, registration statements and proxy
statements and related material.
8. Prepare exemptive applications, no-action letters, prospectuses,
registration statements and proxy statements and related material, and
draft correspondences to SEC and respond to SEC comments with respect
thereto(*).
9. Prepare prospectus supplements.
10. Review and authorize Section 24 filings.
11. Prepare and/or review agendas and minutes for and respond to inquiries at
board and shareholder meetings regarding applicable U.S. laws and
regulations.
12. Prepare and/or review agreements between the Trust and any third parties.
Note: Items designated with an (*) are Special Legal Services.
115
