Exhibit (8)(b)
NORWEST ADVANTAGE ADVANTAGE FUNDS(R)
FUND ACCOUNTING AGREEMENT
June 1, 1997, as amended July 28, 1998
AGREEMENT made as of the 1st day of June, 1997, as amended on July 28,
1998, by and between Norwest Advantage Advantage Funds[Customer], a business
trust organized under the laws of the State of Delaware[Type of Entity and Place
of Organization], with its principal office and place of business at Two
Portland Square, Portland, Maine 04101[Address] (the "[Trust]"), and Forum
Accounting Services, Limited Liability Company ("Forum") a Delaware limited
liability company with its principal office and place of business at Xxx
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000 ("Forum")..
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company
and may issue its [shares of beneficial interest, no par value] (the "Shares"),
in separate series and classes; and
WHEREAS, the Trust intends initially to offers shares in [Number of
Initial Series] various series as listed in Appendix A hereto (each such series,
together with all other series subsequently established by the Trust and made
subject to this Agreement in accordance with Section 6, being herein referred to
as a "Fund," and collectively as the "Funds") and the Trust intends initially to
offers shares of various classes of each Fund as listed in Appendix A hereto
(each such class together with all other classes subsequently established by the
Trust in a Fund being herein referred to as a "Class," and collectively as the
"Classes");
WHEREAS, the Trust desires that Forum perform certain fund accounting
services for each Fund and Class thereof and Forum 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 Forum hereby agree as follows:
SECTION 1. APPOINTMENT
The Trust hereby appoints Forum, and Forum hereby agrees, to act as
fund accountant of the Trust for the period and on the terms set forth in this
Agreement. In connection therewith, the Trust has delivered to Forum copies of
(i) the Trust's its [Articles of Incorporation][Trust Instrument][Declaration of
Trust] and Bylaws (collectively, as amended from time to time, "Organic
Documents"), (ii) the Trust's Registration Statement and all amendments thereto
filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the 1940 Act (the
"Registration Statement"), (iii) the Trust's and the current Prospectus and
Statement of Additional Information of each Fund (collectively, as currently in
effect and as amended or supplemented, the "Prospectus") and (iv) all procedures
adopted by the Trust with respect to the Funds (i.e., repurchase agreement
procedures), and shall promptly furnish Forum with all amendments of or
supplements to the foregoing. shall promptly furnish Forum with all
amendments of or supplements to the foregoing.
SECTION 2. DUTIES OF FORUM
(a) Forum and its affiliatesthe Trust's manageradministrator, [Forum
Financial Administrative Services, Inc.] and Forum Administrative Services, LLC
(the "Administrator"), may from time to time adopt such procedures as they agree
upon to implement the terms of this Section. With respect to each Fund, Forum
shall perform the following services: :
(i) calculate the net asset value per share with the frequency
prescribed in each Fund's then-current Prospectus;
(ii) calculate each item of income, expense, deduction, credit, gain
and loss, if any, as required by the Trust and in conformance with
generally accepted accounting practice ("GAAP"), the SEC's Regulation
S-X (or any successor regulation) and the Internal Revenue Code of
1986, as amended (or any successor laws)(the "Code");
(iii) Maintain each Fund's general ledger and record all income,
expenses, capital share activity and security transactions of each
Fund;
(iv) calculate the yield, effective yield, tax equivalent yield and
total return for each Fund, and each Class thereof, as applicable, and
such other measure of performance as may be agreed upon between the
parties hereto;
(v) provide the Trust and such other persons as the Administrator may
direct with the following reports (A) a current security position
report, (B) a summary report of transactions and pending maturities
(including the principal, cost, and accrued interest on each portfolio
security in maturity date order), and (C) a current cash position and
projection report;
(vi) prepare and record, as of each time when the net asset value of a
Fund is calculated or as otherwise directed by the Trust, either (A) a
valuation of the assets of the Fund (based upon the use of outside
services normally used and contracted for this purpose by Forum in the
case of securities for which information and market price or yield
quotations are readily available and based upon evaluations conducted
in accordance with the Trust's instructions in the case of all other
assets) or (B) a calculation confirming that the market value of the
Fund's assets does not deviate from the amortized cost value of those
assets by more than a specified percentage;
(vii) make such adjustments over such periods as Forum deems necessary
to reflect over-accruals or under-accruals of estimated expenses or
income;
(viii) request any necessary information from the Administrator and the
Trust's transfer agent and distributor in order to prepare, and
prepare, the Trust's Form N-SAR;
(ix) provide appropriate records to assist the Trust's independent
accountants and, upon approval of the Trust or the Administrator, any
regulatory body in any requested review of the Trust's books and
records maintained by Forum;
(x) prepare semi-annual financial statements and oversee the production
of the semi-annual financial statements and any related report to the
Trust's shareholders prepared by the Trust or its investment advisers;
(xi) file the Funds' semi-annual financial statements with the SEC or
ensure that the Funds' semi-annual financial statements are filed with
the SEC;
(xii) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information with respect to investment companies;
(xiii) provide the Trust or Administrator with the data requested by
the Administrator that is required to update the Trust's registration
statement;
(xiv) provide the Trust or independent accountants with all information
requested with respect to the preparation of the Trust's income, excise
and other tax returns;
(xv) prepare or prepare, execute and file all Federal income and excise
tax returns and state income and other tax returns, including any
extensions or amendments, each as agreed between the Trust and Forum;
(xvi) produce quarterly compliance reports for investment advisers to
the Trust and the Trust's Board of Trustees (the Board") and provide
information to the Administrator, investment advisers to the Trust and
other appropriate persons with respect to questions of Fund compliance;
(xvii) determine the amount of distributions to shareholders as
necessary to, among other things, maintain the qualification of each
Fund as a regulated investment company under the Code, and prepare and
distribute to appropriate parties notices announcing the declaration of
dividends and other distributions to shareholders;
(xviii) transmit to and receive from each Fund's transfer agent
appropriate data to on a daily basis and daily reconcile Shares
outstanding and other data with the transfer agent;
(xiv) periodically reconcile all appropriate data with each Fund's
custodian; and
(xv) verify investment trade tickets when received from an investment
adviser and maintain individual ledgers and historical tax lots for
each security ;
(xvi) perform such other recordkeeping, reporting and other tasks as
may be specified from time to time in the procedures adopted by the
Board; provided, that Forum need not begin performing any such task
except upon 65 days' notice and pursuant to mutually acceptable
compensation agreements.
(b) Forum shall prepare and maintain on behalf of the Trust the
following books and records of each Fund, and each Class thereof, pursuant to
Rule 31a-1 under the 1940 Act (the "Rule"):
(i) Journals containing an itemized daily record in detail of all
purchases and sales of securities, all receipts and disbursements of
cash and all other debits and credits, as required by subsection (b)(1)
of the Rule;
(ii) Journals and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, as required by
subsection (b)(2) of the Rule (but not including the ledgers required
by subsection (b)(2)(iv);
(iii) A record of each brokerage order given by or on behalf of the
Trust for, or in connection with, the purchase or sale of securities,
and all other portfolio purchases or sales, as required by subsections
(b)(5) and (b)(6) of the Rule;
(iv) A record of all options, if any, in which the Trust has any direct
or indirect interest or which the Trust has granted or guaranteed and a
record of any contractual commitments to purchase, sell, receive or
deliver any property as required by subsection (b)(7) of the Rule;
(v) A monthly trial balance of all ledger accounts (except shareholder
accounts) as required by subsection (b)(8) of the Rule; and
(vi) ADD RULE 2a-7 RECORDS HERE
(vii) Other records required by the Rule or any successor rule or
pursuant to interpretations thereof to be kept by open-end management
investment companies, but limited to those provisions of the Rule
applicable to portfolio transactions and as agreed upon between the
parties hereto.
(c) The books and records maintained pursuant to Section 2(b) shall be
prepared and maintained in such form, for such periods and in such locations as
may be required by the 1940 Act. The books and records pertaining to the Trust
that are in possession of Forum 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 Forum's normal business hours. Upon the reasonable
request of the Trust or the Administrator, copies of any such books and records
shall be provided promptly by Forum to the Trust or the Trust's authorized
representatives at the Trust's expense. In the event the Trust designates a
successor that shall assume any of Forum's obligations hereunder, Forum shall,
at the expense and direction of the Trust, transfer to such successor all
relevant books, records and other data established or maintained by Forum under
this Agreement.
(d) Nothing contained herein shall be construed to require Forum to
perform any service that could cause Forum to be deemed an investment adviser
for purposes of the 1940 Act or the Investment Advisers Act of 1940, as amended,
or that could cause a Fund to act in contravention of the Fund's Prospectus or
any provision of the 1940 Act. Except as otherwise specifically provided herein,
the Trust assumes all responsibility for ensuring that the Trust complies with
all applicable requirements of the Securities Act, the 1940 Act and any laws,
rules and regulations of governmental authorities with jurisdiction over the
Trust. All references to any law in this Agreement shall be deemed to include
reference to the applicable rules and regulations promulgated under authority of
the law and all official interpretations of such law or rules or regulations.
SECTION 3. STANDARD OF CARE; RELIANCE
(a) Forum shall be under no duty to take any action except as
specifically set forth herein or as may be specifically agreed to by Forum in
writing. Forum shall use its best judgment and efforts in rendering the services
described in this Agreement. Forum shall not be liable to the Trust or any of
the Trust's shareholders for any action or inaction of Forum relating to any
event whatsoever in the absence of bad faith, willful misfeasance or [gross]
negligence in the performance of Forum's duties or obligations under this
Agreement or by reason of Forum's reckless disregard of its duties and
obligations under this Agreement.
(b) The Trust agrees to indemnify and hold harmless Forum, its
employees, agents, directors, officers and managers and any person who controls
Forum within the meaning of section 15 of the Securities Act or section 20 of
the Securities Exchange Act of 1934, as amended, ("Forum Indemnitees") against
and from any and all claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, reasonable counsel fees and other expenses of
every nature and character arising out of or in any way related to Forum's
actions taken or failures to act with respect to a Fund that are consistent with
the standard of care set forth in Section 3(a) or based, if applicable, on good
faith reliance upon an item described in Section 3(c)(a "Claim"). The Trust
shall not be required to indemnify any Forum Indemnitee if, prior to confessing
any Claim against the Forum Indemnitee, Forum or the Forum Indemnitee does not
give the Trust written notice of and reasonable opportunity to defend against
the claim in its own name or in the name of the Forum Indemnitee.
(c) A Forum Indemnitee shall not be liable for any action taken or
failure to act in good faith reliance upon:
(i) the advice of the Trust or of counsel, who may be counsel to the
Trust or counsel to Forum, and upon statements of accountants, brokers
and other persons reasonably believed in good faith by Forum to be
expert in the matters upon which they are consulted;
(ii) any oral instruction which it receives and which it reasonably
believes in good faith was transmitted by the person or persons
authorized by the Board to give such oral instruction (Forum shall have
no duty or obligation to make any inquiry or effort of certification of
such oral instruction.);
(iii) any written instruction or certified copy of any resolution of
the Board, and Forum may rely upon the genuineness of any such document
or copy thereof reasonably believed in good faith by Forum to have been
validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
Forum to be genuine and to have been signed or presented by the Trust
or other proper party or parties;
and no Forum Indemnitee shall be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which Forum reasonably believes in good faith
to be genuine.
(d) Notwithstanding anything to the contrary in this Agreement, Forum
shall not be liable for the errors of other service providers to the Trust,
including the errors of pricing services (other than to pursue all reasonable
claims against the pricing service based on the pricing services' standard
contracts entered into by Forum) and errors in information provided by an
investment adviser (including prices and pricing formulas and the untimely
transmission of trade information), custodian or transfer agent to the Trust.
(e) With respect to Funds which do not value their assets in accordance
with Rule 2a-7 under the 1940 Act, notwithstanding anything to the contrary in
this Agreement, Forum shall not be liable to the Trust or any shareholder of the
Trust for (i) any loss to the Trust if an NAV Difference for which Forum would
otherwise be liable under this Agreement is less than or equal to 0.001 (1/10 of
1%) or (ii) any loss to a shareholder of the Trust if the NAV Difference for
which Forum would otherwise be liable under this Agreement is less than or equal
to 0.005 (1/2 of 1%) or if the loss in the shareholder's account with the Trust
is less than or equal to $10. Any loss for which Forum is determined to be
liable hereunder shall be reduced by the amount of gain which inures to
shareholders, whether to be collected by the Trust or not.
(f) For purposes of this Agreement, (i) the NAV Difference shall mean
the difference between the NAV at which a shareholder purchase or redemption
should have been effected ("Recalculated NAV") and the NAV at which the purchase
or redemption is effected, divided by the Recalculated NAV, (ii) NAV Differences
and any Forum liability therefrom are to be calculated each time a Fund's (or
class's) NAV is calculated, (iii) in calculating any NAV Difference for which
Forum would otherwise be liable under this Agreement for a particular NAV error,
Fund losses and gains shall be netted and (iv) in calculating any NAV Difference
for which Forum would otherwise be liable under this Agreement for a particular
NAV error that continues for a period covering more than one NAV determination,
Fund losses and gains for the period shall be netted.
SECTION 4. COMPENSATION AND EXPENSES
(a) In consideration of the services provided by Forum pursuant to this
Agreement, the Trust shall pay Forum, with respect to each Fund, the fees set
forth in Clause (i) of Appendix B hereto. In consideration of the services
provided by Forum to begin the operations of a new Fund, the Trust shall pay
Forum, with respect to each Fund, the fees set forth in clause (ii) of Appendix
B hereto. In consideration of additional services provided by Forum to perform
certain functions, the Trust shall pay Forum, with respect to each Fund the fees
set forth in clause (iii) of Appendix B hereto. Nothing in this Agreement shall
require Forum to perform any of the services listed in Section 2(a)(xiv) and
clause (iii) of Appendix B hereto, as such services may be performed by the
Fund's independent accountant if appropriate in the judgment of Forum.
All fees payable hereunder shall be accrued daily by the Trust. The
fees payable for the services listed in clauses (i) and (iii) of Appendix B
hereto shall be payable monthly in advance on the first day of each calendar
month for services to be performed during the following calendar month. The fees
payable for the services listed in clause (ii) and for all reimbursements as
described in Section 4(b) shall be payable monthly in arrears on the first day
of each calendar month (the first day of the calendar month after the Fund
commences operations in the case of the fees listed in clause (ii) of Appendix B
hereto) for services performed during the prior calendar month. If fees payable
for the services listed in clause (i) begin to accrue in the middle of a month
or if this Agreement terminates before the end of any month, all fees for the
period from that date to the end of that month or from the beginning of that
month to the date of termination, as the case may be, shall be prorated
according to the proportion that the period bears to the full month in which the
effectiveness or termination occurs. Upon the termination of this Agreement with
respect to a Fund, the Trust shall pay to Forum such compensation as shall be
payable prior to the effective date of termination.
(b) In connection with the services provided by Forum pursuant to this
Agreement, the Trust, on behalf of each Fund, agrees to reimburse Forum for the
expenses set forth in Clause (iv) of Appendix B hereto. In addition, the Trust,
on behalf of the applicable Fund, shall reimburse Forum for all expenses and
employee time (at 150% of salary) attributable to any review of the Trust's
accounts and records by the Trust's independent accountants or any regulatory
body outside of routine and normal periodic reviews. Should the Trust exercise
its right to terminate this Agreement, the Trust, on behalf of the applicable
Fund, shall reimburse Forum for all out-of-pocket expenses and employee time (at
150% of salary) associated with the copying and movement of records and material
to any successor person and providing assistance to any successor person in the
establishment of the accounts and records necessary to carry out the successor's
responsibilities.
(d) Forum may, with respect to questions of law relating to its
services hereunder, apply to and obtain the advice and opinion of counsel to the
Trust or counsel to Forum. The costs of any such advice or opinion shall be
borne by the Trust.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund or
Class on the later of the date on which the Trust's Registration Statement
relating to the Shares of the Fund or Class becomes effective or the date of the
commencement of operations of the Fund or Class. 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, 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).
(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 Forum or (ii) by Forum on 60 days' written notice to the Trust. The
obligations of Sections 3 and 4 shall survive any termination of this Agreement.
(d) This Agreement and the rights and duties under this Agreement
otherwise shall not be assignable by either Forum 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 6. ADDITIONAL FUNDS AND CLASSES
In the event that the Trust establishes one or more series of Shares or
one or more classes of Shares after the effectiveness of this Agreement, such
series of Shares or classes of Shares, as the case may be, shall become Funds
and Classes under this Agreement. Forum or the Trust may elect not to make and
such series or classes subject to this Agreement.
SECTION 7. CONFIDENTIALITY. Forum agrees to treat all records and other
information related to the Trust as proprietary information of the
Trust and, on behalf of itself and its employees, to keep confidential
all such information, except that Forum may
(a) prepare or assist in the preparation of periodic reports
to shareholders and regulatory bodies such as the SEC;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
Forum may be exposed to civil or criminal contempt proceedings for failure to
release the information, when requested to divulge such information by duly
constituted authorities or when so requested by the Trust.
SECTION 8. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply. In addition, to the extent
Forum's obligations hereunder are to oversee or monitor the activities of third
parties, Forum shall not be liable for any failure or delay in the performance
of Forum's duties caused, directly or indirectly, by the failure or delay of
such third parties in performing their respective duties or cooperating
reasonably and in a timely manner with Forum.
SECTION 9. ACTIVITIES OF FORUM
(a) Except to the extent necessary to perform Forum's obligations under
this Agreement, nothing herein shall be deemed to limit or restrict Forum's
right, or the right of any of Forum's managers, officers or employees who also
may be a trustee, officer or employee of the Trust, or persons who are 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) Forum 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 affiliated persons of Forum,
who agree to comply with the terms of this Agreement; provided, that any such
subcontracting shall not relieve Forum of its responsibilities hereunder. Forum
may pay those persons for their services, but no such payment will increase
Forum's compensation from the Trust.
SECTION 10. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Forum shall cooperate, if applicable, with each Fund's independent
public accountants and shall take reasonable action to make all necessary
information available to the accountants for the performance of the accountants'
duties.
SECTION 11. SERVICE DAYS
Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity under this Agreement, to perform any functions or duties
on any day other than a business day of the Trust or of a Fund. Functions or
duties normally scheduled to be performed on any day which is not a business day
of the Trust or of a Fund shall be performed on, and as of, the next business
day, unless otherwise required by law.
SECTION 12. 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 Forum 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
Forum'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.
SECTION 13. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) Except for Appendix A to add new Funds and Classes in accordance
with Section 6, 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.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of Delaware.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) 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.
(g) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(i) Notwithstanding any other provision of this Agreement, the parties
agree that the assets and liabilities of each Fund of the Trust are separate and
distinct from the assets and liabilities of each other Fund and that no Fund
shall be liable or shall be charged for any debt, obligation or liability of any
other Fund, whether arising under this Agreement or otherwise.
(j) No affiliated person, employee, agent, director, officer or manager
of Forum shall be liable at law or in equity for Forum's obligations under this
Agreement.
(k) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party indicated and
that their signature will bind the party indicated to the terms hereof and each
party hereto warrants and represents that this Agreement, when executed and
delivered, will constitute a legal, valid and binding obligation of the party,
enforceable against the party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) The terms "vote of a majority of the outstanding voting
securities," "interested person" and "affiliated person" shall have the meanings
ascribed thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
NORWEST ADVANTAGE ADVANTAGE FUNDS
By:
Xxxxxx X. Xxxxxxxxx
Trustee Chairman of the Board
FORUM ACCOUNTING SERVICES,
LIMITED LIABILITY COMPANY
By: Forum Advisors[ ], Inc., as Manager
By:
Xxxxxx X. Xxxx
Xxxx X. Xxxxxx
Director President
NORWEST ADVANTAGE ADVANTAGE FUNDS
FUND ACCOUNTING AGREEMENT
Appendix A
Funds and Classes of the Trust
as of July 28, 1998
Funds Classes
Cash Investment Fund Single existing class
Ready Cash Investment Fund Public Entities Shares, Investor Shares and Exchange Shares
U.S. Government Fund Single existing class
Treasury Plus Fund Single existing class
Treasury Fund Single existing class
U.S. Government Fund
Ready Cash Investment Fund Institutional Shares,
Investor Shares and
Exchange Shares
Municipal Money Market Fund Institutional Shares and
Investor Shares
Stable Income Fund A Shares, B Shares and I Shares
Limited Term Government Income Fund I Shares
Intermediate Government Income Fund A Shares, B Shares and I Shares
Diversified Bond Fund A Shares, B Shares and I Shares
Income Fund A Shares, B Shares and I Shares
Total Return Bond Fund A Shares, B Shares and I Shares
Limited Term Tax-Free Fund A Shares, B Shares and I Shares
Tax-Free Income Fund A Shares, B Shares and I Shares
Colorado Tax-Free Fund A Shares, B Shares and I Shares
Minnesota Intermediate Tax-Free Fund I Shares
Minnesota Tax-Free Fund A Shares, B Shares and I Shares
Colorado Tax-Free Fund A Shares, B Shares and I Shares
Tax-Free Income Fund A Shares, B Shares and I Shares
Strategic IncomeConservative Balanced Fund A Shares, B Shares and I Shares
Moderate Balanced Fund A Shares, B Shares and I Shares
Growth Balanced Fund A Shares, B Shares, C Shares and I Shares
Aggressive Balanced-Equity Fund I Shares
Aggressive Balanced Equity Fund I Shares
Index Fund A Shares, B Shares and I Shares
Income Equity Fund A Shares, B Shares, C Shares and I Shares
ValuGrowth Stock Fund A Shares, B Shares and I Shares
Diversified Equity Fund A Shares, B Shares, C Shares and I Shares
Growth Equity Fund A Shares, B Shares, C Shares and I Shares
Diversified Small Cap Fund I Shares
Large Company Growth Fund A Shares, B Shares and I Shares
Diversified Small Cap Fund A Shares, B Shares and I Shares
Small Company Stock Fund A Shares, B Shares and I Shares
Small Company Growth Fund A Shares, B Shares and I Shares
Small Cap Opportunities FundFunde A Shares, B Shares and I Shares
Contrarian Stock Fund A Shares, B Shares and I Shares
International Fund A Shares, B Shares and I Shares
Performa Strategic Value Bond Fund Single existing class
Performa Disciplined Growth Fund Single existing class
Performa Small Cap Value Fund Single existing class
Performa Global Growth Fund Single existing class
Norwest WealthBuilder II Growth Portfolio C Shares
Norwest WealthBuilder II Growth and Income Portfolio C Shares
Norwest WealthBuilder II Growth Balanced Portfolio C Shares
Performa Strategic Value Bond Fund
Performa Disciplined Growth Fund
Performa Small Cap Value Fund
Performa Global Growth Fund
Norwest WealthBuilder II Growth Portfolio
Norwest WealthBuilder II Growth and Income Portfolio
Norwest WealthBuilder II Growth Balanced Portfolio
[Fund and Class Names]
NORWEST ADVANTAGE ADVANTAGE FUNDS
FUND ACCOUNTING AGREEMENT
Appendix B
Fees and Expenses
as of July 28, 1998
(i) Base Fee
A. Standard Fee
Fee per Fund ................................................ $3,000/month
Fee for each additional Class of the Fund above one............... $1,000/month
B. Plus additional surcharges for each of:
(i) Funds with asset levels exceeding $100 million........... $500/month
Funds with asset levels exceeding $250 million........... $1000/month
Funds with asset levels exceeding $500 million........... $1,500/month
Funds with asset levels exceeding $1,000 million......... $2,000/month
(ii) Funds requiring international custody.................... $1,000/month
(iii) Funds with more than 30 international positions.......... $1,000/month
(iv) Tax free money market Funds.............................. $1,000/month
(v) Funds with more than 25% of net assets invested in
asset backed securities.................................. $1,000/month
Funds with more than 50% of net assets invested in
asset backed securities.................................. $2,000/month
(vii) Funds with more than 100 security positions.............. $1,000/month
(viii) Funds with a monthly portfolio turnover rate of 10%
or greater............................................... $1,000/month
C. Standard Fee per Gateway Fund (a Fund operating pursuant to Section
12(d)(1)(E) of the 0000 Xxx)
Standard Fee per Fund............................................. $1,000/month
Standard Fee per Fund that invests in one or more instruments
in addition to the fund in which it invests....................... $2,000/month
Fee for each additional Class of a Fund above one................. $1,000/month
Additional surcharges listed above do not apply
D. Standard Fee per Gateway Fund (a Fund operating pursuant to Section
12(d)(1)(G) of the 1940 Act or in a similar structure)
Standard Fee per Fund............................................. $1,000/month
Fee for each additional Class of a Fund above one................. $1,000/month
Plus additional surcharges listed above if the Fund invests
in securities other than investment companies (calculated as if the
securities were the Fund's only assets)
Note 1: Surcharges are determined based upon the total assets, security
positions or other factors as of the end of the prior month and on the portfolio
turnover rate for the prior month. Portfolio turnover rate shall have the
meaning ascribed thereto in SEC Form N-1A.
Note 2: The rates set forth above shall remain fixed through December
31, 1999. On January 1, 2000, and on each successive January 1, the rates may be
adjusted automatically by Forum without action of the Trust to reflect changes
in the Consumer Price Index for the preceding calendar year, as published by the
U.S. Department of Labor, Bureau of Labor Statistics. Forum shall notify the
Trust each year of the new rates, if applicable.
(ii) Start-Up Fee
Fund Start-Up Fee.......................................................... $2,000
(iii) Other Services (payable in equal installments monthly)
Tax Services. Preparation of Federal income and excise tax
returns and preparation, execution and filing of state income
tax returns, including any extensions or amendments.
Standard Fee
Money Funds.......................................... $1,750/fiscal period
Other Funds.......................................... $2,250/fiscal period
Fee per Gateway Fund (a Fund described
in (i)(C) or (D) above)
Money Funds.......................................... $1,000/fiscal period
Other Funds.......................................... $1,500/fiscal period
Fee per Gateway Fund (a Fund described in (i)(C) or (D) above)
that invests in more than one instrument in addition to the
fund(s) in which it invests
Money Funds.......................................... $1,750/fiscal period
Other Funds.......................................... $2,250/fiscal period
(iv) Out-Of-Pocket and Related Expenses
The Trust, on behalf of the applicable Fund, shall reimburse Forum for
all out-of-pocket and ancillary expenses in providing the services described in
the Fund Accounting Agreement, including but not limited to the cost of (or
appropriate share of the cost of): (i) pricing, paydown, corporate action,
credit and other reporting services, (ii) taxes, (iii) postage and delivery
services, (iv) communications services, (v) electronic or facsimile transmission
services, (vi) reproduction, (vii) printing and distributing financial
statements, (xiii) microfilm and microfiche and (ix) Trust record storage and
retention fees. In addition, any other expenses incurred by Forum at the request
or with the consent of the Trust, will be reimbursed by the Trust on behalf of
the applicable Fund. (i) Base Fee
A. Standard Fee
Fee per Fund................................................................... $3,000/month
Fee for each additional Class of the Fund above one............................ $1,000/month
B. Plus additional surcharges for each of:
(i) FundsPortfolios with asset levels exceeding $100 million.............. $500/month
FundsPortfolios with asset levels exceeding $250 million.............. $1000/month
FundsPortfolios with asset levels exceeding $500 million.............. $1,500/month
FundsPortfolios with asset levels exceeding $1,000 million............ $2,000/month
(ii) FundsPortfolios requiring international custody....................... $1,000/month
(iii) FundsPortfolios with more than 30 international positions ............ $11,000/month
(iv) Tax free money market Funds........................................... $1,000/month
(v) FundsPortfolios with more than 25% of net assets invested in
asset backed securities............................................... $1,000/month
FundsPortfolios with more than 50% of net assets invested in
asset backed securities............................................... $2,000/month
(vii) FundsPortfolios with more than 100 security positions................. $1,000/month
(viii) FundsPortfolios with a monthly portfolio turnover rate of 10%
or greater............................................................ $1,000/month
C.Standard Fee per Gateway Fund (a feeder Fund operating in a master
feeder structure pursuant to under
pursuant to
Section 12(d)(1)(E) of the 0000 Xxx)
Standard Fee per Fund.......................................................... $1,000/month
Standard Fee per Fund that invests [directly] in [one or ]more than
one or more instrumentssecurity
[ in addition to the fund in which it investsa Core]........................... $2,000/month
Fee for each additional Class of a Fund above one.............................. $1,000/month
Additional surcharges listed above do not apply
D. Standard Fee per Gateway Fund (a Fund operating pursuant to
underpursuant to
Section 12(d)(1)(GH)
of the 1940 Act or in a similar fund-of-funds structure)
Standard Fee per Fund.......................................................... $12,000/month
Fee for each additional Class of a Fund above one.............................. $1,000/month
Plus additional surcharges listed above if the Fund invests in
securities other than investment companies (calculated as if
the securities were the Fund's only assets)
Note 1: Surcharges are determined based upon the total assets, security
positions or other factors as of the end of the prior month and on the
portfolio turnover rate for the prior month. Portfolio turnover rate
shall have the meaning ascribed thereto in SEC Form N-1A.
Note 2: The rates set forth above shall remain fixed through December
31, 1997. On January 1, 1998, and on each successive January 1, the
rates may be adjusted automatically by Forum without action of the
Trust to reflect changes in the Consumer Price Index for the preceding
calendar year, as published by the U.S. Department of Labor, Bureau of
Labor Statistics.
Forum shall notify the Trust each year of the new rates, if applicable.
(ii) Start-Up Fee
Fund Start-Up Fee ......................................................................$2,000
(iii) Other Services (payable in equal installments monthly)
Tax Services. Preparation of Federal income and excise tax
returns and preparation, execution and filing of state income
tax returns, including any extensions or amendments.
Standard Fee.................................................. $3,000/fiscal period
Fee per Gateway Fund (a Fund described
in (i)(C) or (D) above)....................................... $1,500/fiscal period
Fee per Gateway Fund (a Fund described in (i)(C) or (D) above)
that invests in more than one instrument in addition to the
fund(s) in which
it invests.................................................... $3,000/fiscal period
Preparation of Federal income tax returns,
including any extensions or amendments $1800/fiscal period/Fund
Preparation, execution and filing of Federal income tax
returns, including any extensions or amendments $[____]/fiscal period/Fund
Preparation, execution and filing of Federal excise tax
returns, including any extensions or amendments $1,000/fiscal period/Fund
Preparation of state income and other tax returns,
including any extensions or amendments $1800/fiscal period/Fund
Preparation, execution and filing of state income and
other tax returns, including any extensions or amendments $3,000/fiscal period/ Fund
(iv) Out-Of-Pocket and Related Expenses
The Trust, on behalf of the applicable Fund, shall reimburse Forum for
all out-of-pocket and ancillary expenses in providing the services
described in this Agreement, including but not limited to the cost of
(or appropriate share of the cost of): (i) pricing, paydown, corporate
action, credit and other reporting services, (ii) taxes, (iii) postage
and delivery services, (iv) communicationstelephone services, (v)
electronic or facsimile transmission services, (vi) reproduction, (vii)
printing and distributing financial statements, (xiii) microfilm and
microfiche and (ix) Trust record storage and retention fees. In
addition, any other expenses incurred by Forum at the request or with
the consent of the Trust, will be reimbursed by the Trust on behalf of
the applicable Fund.
