Exhibit (h)(2)
NORWEST SELECT FUNDS
TRANSFER AGENCY AGREEMENT
June 1, 1994, as amended May 1, 1998
AGREEMENT made as of the 1st day of June, 1994, as amended on the 1st
day of May, 1998, between Norwest Select 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 Norwest Bank
Minnesota, N.A. ("Norwest"), a banking association organized under the laws of
the United States of America with its principal place of business at 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 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
is authorized to issue its shares of beneficial interest, no par value, in
separate series and classes;
WHEREAS, the Trust desires that Norwest perform certain transfer agency
and related services for each class of each series of the Trust and Norwest is
willing to provide those services on the terms and conditions set forth in this
Agreement; and
WHEREAS, pursuant to a separate agreement between the Trust and
Norwest, Norwest will perform the duties of custodian of the securities and cash
of the Trust;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. APPOINTMENT
The Trust hereby appoints Norwest as its Transfer Agent and Norwest
agrees to act in such capacity upon the terms set forth in this Agreement.
SECTION 2. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the
meanings specified, insofar as the context will allow:
(a) Act: The term Act shall mean the Investment Company Act of 1940, as
amended from time to time.
(b) Board: The term Board shall mean the Board of Trustees of the
Trust.
(c) Class: The term Class shall mean the classes of each Series listed
in Appendix A or any class that the Trust shall subsequently establish;
provided, that Norwest may decline to accept any class subsequently established.
(d) Custodian; Custodian Agreement: The term Custodian shall mean
Norwest Bank Minnesota, N.A. or any successor or other custodian acting as such
for any Series of the Trust. The term Custodian Agreement shall mean the
agreement or agreements between the Trust and the Custodian or Custodians
providing for custodial services to the Trust.
(e) Manager: The term Manager shall mean Forum Financial Services, Inc.
or any successor thereto who acts as the manager of the Trust.
(f) Oral Instruction: The term Oral Instruction shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Norwest in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed in good faith by
Norwest to be a person or persons authorized by a resolution of the Board of
Trustees of the Trust to give Oral Instructions on behalf of the Trust. Each
Oral Instruction shall specify whether it is applicable to all of the Trust or
to a specific Series or Class.
(g) Prospectus: The term Prospectus shall mean the then-current
prospectus forming a part of an effective Registration Statement of the Trust
under the Securities Act of 1933, as amended, and the Act covering the Shares of
a Series or Class as the case may be, as the same may be amended or supplemented
from time to time.
(h) Series: The term Series shall mean each series listed in Appendix A
or any series that the Trust shall subsequently establish; provided, that
Norwest may decline to accept any series subsequently established.
(i) Share Certificates: The term Share Certificates shall mean the
certificates for the Shares.
(j) Shareholders: The term Shareholders shall mean the registered
owners from time to time of the Shares, as reflected on the share registry
records of the Trust.
(k) Shares: The term Shares shall mean the issued and outstanding
shares of beneficial interest, no par value, of the Trust, including any
fractions thereof.
(l) Trust: The term Trust shall mean Norwest Select Funds.
(m) Valuation Time: The term Valuation Time shall mean, with respect to
each Series, the time at which the Series' net asset value is calculated, as
disclosed in the Series' Prospectus.
(n) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Norwest in original writing containing original signatures,
or a copy of such document transmitted by facsimile, including transmission of
such signature, or other mechanical or documentary means at the request of a
person or persons reasonably believed in good faith by Norwest to be a person or
persons authorized by a resolution of the Board to give Written Instructions on
behalf of the Trust. Each Written Instruction shall specify whether it is
applicable to all of the Trust or a specific Series or Class.
SECTION 3. SHARE CERTIFICATES
The Trust may furnish to Norwest a supply of blank Share Certificates
of each Class of each Series and, from time to time, will renew such supply upon
Norwest's request. Blank Share Certificates shall be signed manually or by
facsimile signatures of officers of the Trust authorized to sign by the by-laws
of the Trust and, if required by Norwest, and shall bear the Trust's seal or a
facsimile thereof.
SECTION 4. ISSUANCE OF SHARES
Norwest shall make original issues of Shares of each Class of each
Series in accordance with Section 11 below and the Trust's then current
Prospectus, upon receipt of (i) Written Instructions requesting the issuance,
(ii) a certified copy of a resolution of the Board authorizing the issuance,
(iii) necessary funds for the payment of any original issue tax applicable to
such Shares, and (iv) an opinion of the Trust's counsel as to the legality and
validity of the issuance, which opinion may provide that it is contingent upon
the filing by the Trust of an appropriate notice with the Securities and
Exchange Commission, as required by Rule 24f-2 under the Act. If the opinion
described in (iv) above is contingent upon a filing under Rule 24f-2, the Trust
shall fully indemnify Norwest for any liability arising from the failure of the
Trust to comply with that rule.
SECTION 5. TRANSFER OF SHARES
Transfers of Shares of each Class of each Series shall be registered on
the Shareholder records maintained by Norwest. In registering transfers of
Shares, Norwest may rely upon the Uniform Commercial Code as in effect in the
State of Delaware or any other statutes that, in the opinion of Norwest's
counsel, protect Norwest and the Trust from liability arising from (i) not
requiring complete documentation, (ii) registering a transfer without an adverse
claim inquiry, (iii) delaying registration for purposes of such inquiry or (iv)
refusing registration whenever an adverse claim requires such refusal. As
Transfer Agent, Norwest will be responsible for delivery to the transferor and
transferee of such documentation as is required by the Uniform Commercial Code.
SECTION 6. ISSUANCE AND TRANSFER OF SHARE CERTIFICATES
Subject to the provisions of Section 8, new Share Certificates shall be
issued by Norwest upon surrender of outstanding Share Certificates in the form
deemed by Norwest to be properly endorsed for transfer and satisfactory evidence
of compliance with all applicable laws relating to the payment or collection of
taxes. Norwest shall forward Share Certificates in "non-negotiable" form by
first-class or registered mail, or by whatever means Norwest deems equally
reliable and expeditious. While in transit to the addressee, all deliveries of
Share Certificates shall be insured by Norwest as it deems appropriate. Norwest
shall not mail Share Certificates in "negotiable" form unless requested in
writing by the Trust and fully indemnified by the Trust to Norwest's
satisfaction. Norwest may issue new Share Certificates in place of those lost,
destroyed or stolen, upon receiving indemnity satisfactory to Norwest, and may
issue new Share Certificates in exchange for, and upon surrender of, mutilated
Share Certificates as Norwest deems appropriate. Unless otherwise directed by
the Trust, Norwest may issue or register Share Certificates reflecting the
signature, or facsimile thereof, of an officer who has died, resigned or been
removed by the Trust. The Trust shall file promptly with Norwest approval,
adoption or ratification of such action as may be required by law or Norwest.
All share certificates submitted for transfer or replacement shall be marked
"canceled" or destroyed by Norwest following the issuance in lieu of the Share
Certificate of a new or replacement Share Certificate or shares not evidenced by
a Share Certificate.
SECTION 7. MAINTENANCE OF STOCK RECORDS
Norwest shall maintain customary stock registry records for each Class
of each Series, noting the issuance, transfer or redemption of Shares and the
issuance and transfer of Share Certificates. Norwest will also maintain for each
Class of each Series an account entitled "Unissued Certificate Account" (or
similar name) in which it will record the Shares issued and outstanding from
time to time for which issuance of Share Certificates has not been requested.
Norwest is authorized to keep records for each Class of each Series, containing
the names and addresses of record of Shareholders, and the number of Shares from
time to time owned by them for which no Share Certificates are outstanding. Each
Shareholder account will be assigned a single account number for each Class of
each Series, even though Shares for which Certificates have been issued will be
accounted for separately.
SECTION 8. RECORDS REFLECTING ISSUANCES AND REDEMPTIONS
Norwest shall issue Share Certificates for Shares only upon receipt of
a written request from a Shareholder. If Shares are purchased without such
request, Norwest shall merely note on its stock registry records the issuance of
the Shares and credit the Unissued Certificate Account and the respective
Shareholders' accounts with the Shares. Whenever Shares owned by Shareholders
are surrendered for redemption, Norwest shall make appropriate entries in the
stock transfer records and debit the Unissued Certificate Account, if
appropriate, and the record of issued Shares outstanding; and shall cancel any
Share Certificate surrendered for redemption.
SECTION 9. RELIANCE BY NORWEST
In performing its duties hereunder, Norwest may rely conclusively and
act without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper reasonably
believed by it in good faith to be genuine and unaltered, and to have been
signed, countersigned or executed or authorized by a duly-authorized person or
persons, or by the Trust, or upon the advice of counsel for the Trust or for
Norwest. Norwest may record any transfer of Share Certificates which it
reasonably believes in good faith to have been duly-authorized, or may refuse to
record any transfer of Share Certificates if, in good faith, it deems such
refusal necessary in order to avoid any liability on the part of either the
Trust or Norwest. The Trust agrees to indemnify and hold harmless Norwest from
and against any and all losses, claims, damages, liabilities or expenses that it
may suffer or incur by reason of such good faith reliance, action or failure to
act.
SECTION 10. INSPECTION OF RECORDS
Norwest shall notify the Trust of any request or demand for the
inspection of the Trust's share records. Norwest shall abide by the Trust's
instructions for granting or denying the inspection; provided, however, Norwest
may grant the inspection without such instructions if it is advised by counsel
to Norwest that failure to do so will result in liability to Norwest.
SECTION 11. SHARE PURCHASES; COMPUTATION OF NET ASSET VALUE
(a) Instructions from insurance company separate accounts, directing
investment of a specific dollar amount in a Class of a Series shall be deemed to
be a completed purchase order at the time the instruction is received by
Norwest, provided that Federal Funds in respect of the instruction in that
amount are received by Norwest prior to 4:00 p.m., Eastern time, that day, or
such other cut-off time prescribed by the Trust in Oral or Written Instructions,
and provided further that if the cut-off time is on a day other than the day the
instruction is received, the purchase order shall be deemed to be completed at
the time the instruction is received by Norwest, subject to cancellation.
(b) Other instructions directing investment in a Class of a Series
shall be deemed to be a completed purchase order upon receipt by Norwest of
Federal Funds in respect of the instruction in that amount, provided that in the
case of a purchase order accompanied by a check drawn on any member bank of the
Federal Reserve System, Federal Funds shall be deemed to have been received upon
the lesser of two business days after receipt of the check or upon the actual
time of receipt by Norwest of Federal Funds in respect of the check.
(c) On each Fund Business Day, as soon as possible after each Valuation
Time for a Series, Norwest shall obtain from the Manager a quotation (on which
it may conclusively rely) of the net asset value for each Class of the Series as
of that Valuation Time. Norwest shall use the net asset values determined as of
the Valuation Time to compute the number of Shares of each Class of a Series to
be purchased and the aggregate purchase proceeds to be deposited with the
Custodian based on the completed purchase orders received by Norwest on that day
prior to the Valuation Time for the Series, and Norwest shall thereupon pay the
Custodian the aggregate net asset value of shares of each Class of the Series
purchased for which payment has been received by Norwest. As necessary but no
more frequently than once daily (unless a more frequent basis is agreed to by
Norwest), Norwest shall issue the proper number of Shares to be purchased
pursuant to the preceding sentence and promptly thereafter shall send written
confirmation of such purchase to the Custodian and the Trust or Manager. Norwest
shall also credit each Shareholder's separate account with the number of Shares
purchased by such Shareholder. Norwest shall promptly thereafter mail written
confirmation of the purchase to each Shareholder and to the Trust if requested.
Each confirmation shall indicate the prior Share balance, the new Share balance,
the Shares for which Share Certificates are outstanding (if any), the amount
invested and the price paid for the newly-purchased Shares.
SECTION 12. SHARE REDEMPTIONS
Prior to each Valuation Time for a Series on each Fund Business Day, as
specified in accordance with Section 11 above, Norwest shall process all
requests to redeem Shares of each Class of the Series in accordance with Section
8. Upon confirmation of the net asset value by the Manager, Norwest shall notify
the Trust and the Custodian of the redemption amount, apply the redemption
proceeds in accordance with Section 13 and the Prospectus, record the redemption
in the stock registry books, and debit the redeemed Shares from the Unissued
Certificates Account, if appropriate, and the account of the Shareholder and
xxxx "canceled" or destroy any Share Certificates evidencing the redeemed
shares.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, Norwest may, at the request of the Trust, sell Shares of
each class of each Series to the Trust as repurchases from Shareholders,
provided that the sale price is not less than the applicable redemption price.
The redemption procedures shall then be appropriately modified. The Trust may
authorize Norwest by Written Instruction to effect any redemptions upon
provision of an indemnity satisfactory in form to Norwest.
SECTION 13. REDEMPTION PROCEEDS
The proceeds of redemption shall be remitted by Norwest in accordance
with the Prospectus and by procedures commonly followed by mutual funds and in a
Written Instruction from the Trust and mutually agreed upon by the Trust and
Norwest. For purposes of redemption of shares of any Class of any Series that
have been purchased by check within fifteen (15) days prior to receipt of the
redemption request, the Trust shall provide Norwest with Written Instructions
concerning the time within which such requests may be honored. The authority of
Norwest to perform its responsibilities under Sections 12 and 13 shall be
suspended if Norwest receives notice of the suspension of the determination of a
Class' or Series' net asset value.
SECTION 14. DIVIDENDS
Upon the declaration with respect to a Class of each dividend and
capital gain distribution by the Board, the Trust shall notify Norwest of the
date of such declaration, the amount payable per Share, the record date for
determining the Shareholders entitled to payment, and the payment and
reinvestment date. On or before each payment date the Trust will transfer, or
cause the Custodian to transfer, to Norwest the total amount of the dividend or
distribution currently payable. Norwest will, on the designated payment date,
reinvest all dividends and distributions in additional Shares of the same Class
and promptly mail to each Shareholder at his address of record, a statement
showing the number of Shares (rounded to three decimal places) of that Class
then owned by the Shareholder and the net asset value of such Shares, or
transmit such information in accordance with any arrangement between the
Shareholder and Norwest; provided, however, that if a Shareholder elects to
receive dividends and distributions in cash, Norwest shall prepare a check in
the appropriate amount and mail it to the Shareholder at the Shareholder's
address of record within five (5) Fund Business Days after the designated
payment date or transmit the appropriate amount in Federal funds in accordance
with any arrangement between the Shareholder and Norwest.
SECTION 15. RECORDS
(a) The Trust shall deliver or cause to be delivered over to Norwest
(i) an accurate list of Shareholders of the Trust, showing each Shareholder's
address of record, number of Shares owned and whether such Shares are
represented by outstanding Share Certificates or by non-certificated Share
accounts and (ii) all Shareholder records, files, and other materials necessary
or appropriate for proper performance of the functions assumed by Norwest under
this Agreement (collectively referred to as the "Materials"). The Trust shall
indemnify and hold harmless Norwest from and against any and all losses, claims,
damages, liabilities or expenses arising out of or in connection with any error,
omission, inaccuracy or other deficiency of the Materials, or out of the failure
of the Trust to provide any portion of the Materials or to provide any
information in the Trust's possession needed by Norwest to knowledgeably perform
its functions.
(b) Norwest shall prepare and maintain or cause to be prepared and
maintained records in such form for such periods and in such locations as may be
required by applicable regulations, all documents and records relating to the
services provided to the Trust pursuant to this Agreement required to be
maintained pursuant to the Act, rules and regulations of the Securities and
Exchange Commission, the Internal Revenue Service and any other national, state
or local government entity with jurisdiction over the Trust.
SECTION 16. COOPERATION WITH INDEPENDENT ACCOUNTANTS
Norwest shall cooperate with the Trust's independent public accountants
and shall take reasonable action to make all necessary information available to
such accountants for the performance of their duties.
SECTION 17. OTHER SERVICES
In addition to the services described above, Norwest will perform other
services for the Trust as mutually agreed upon in writing from time to time,
including but not limited to preparing and filing federal tax forms with the
Internal Revenue Service, mailing federal tax information to Shareholders,
mailing Shareholder reports, mailing notices of Shareholders' meetings, proxies
and proxy statements and tabulating proxies. Norwest shall answer certain
Shareholder inquiries related to their share accounts and other correspondence
requiring an answer from the Trust. Norwest shall maintain dated copies of
written communications from Shareholders, and replies thereto.
SECTION 18. REQUIRED PERFORMANCE ON FUND BUSINESS DAY
Nothing contained in this Agreement is intended to or shall require
Norwest, in any capacity hereunder, to perform any functions or duties on any
day other than a Fund Business Day. Functions or duties normally scheduled to be
performed on any day which is not a Fund Business Day shall be performed on, and
as of, the next Fund Business Day, unless otherwise required by law.
SECTION 19. COMPENSATION
The Trust agrees to pay to Norwest compensation for its services as set
forth in Appendix A attached hereto, or as shall be set forth in written
amendments to Appendix A approved by the Trust and Norwest from time to time.
Such amounts will be computed and paid monthly in arrears by the Trust. Except
as permitted by this Agreement with regard to indemnity, the foregoing fee shall
be full and complete compensation and reimbursement for all Norwest's expenses
incurred in connection with the services contemplated by this Agreement, and
Norwest shall be entitled to no additional expense reimbursement or other
payments of any nature.
SECTION 20. TAXES
Norwest shall not be liable for any taxes, assessments or governmental
charges that may be levied or assessed on any basis whatsoever in connection
with the Trust or any Shareholder, excluding taxes assessed against Norwest for
compensation received by it hereunder.
SECTION 21. STANDARD OF CARE; LIABILITY
Norwest shall, at all times, act in good faith and shall use whatever
methods it deems appropriate to ensure the accuracy of all services performed
under this Agreement. Norwest shall not be liable for any non-negligent action
taken in good faith and reasonably believed by Norwest to be within the powers
conferred upon it by this Agreement. The Trust shall indemnify Norwest and hold
it harmless from and against any and all losses, claims, damages, liabilities or
expenses (including reasonable expenses for legal counsel) arising directly or
indirectly out of or in connection with this Agreement; provided such loss,
claim, damage, liability or expense is not the direct result of Norwest's
negligence or willful misconduct, and provided further that Norwest shall give
the Trust notice and reasonable opportunity to defend against any such loss,
claim, damage, liability or expense in the name of the Trust or Norwest, or
both. The Trust will be entitled to assume the defense of any suit brought to
enforce any such claim or demand, and to retain counsel of good standing chosen
by the Trust and approved by Norwest, such approval not to be unreasonably
withheld. In the event the Trust does elect to assume the defense of any such
suit and retain counsel of good standing approved by Norwest, the defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Trust does not elect to assume
the defense of any such suit, or in case Norwest does not approve of counsel
chosen by the Trust or Norwest has been advised that it may have available
defenses or claims which are not available or conflict with those available to
the Trust, the Trust will reimburse Norwest, its officers or directors or the
controlling person or persons named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by Norwest or them. Norwest may,
at any time, waive its right to indemnification hereunder and assume its own
defense. Without limiting the foregoing:
(a) Norwest may rely upon the advice of the Trust or counsel to the
Trust or Norwest, and upon statements of accountants, brokers and other persons
believed by Norwest in good faith to be expert in the matters upon which are
consulted. Norwest shall not be liable for any action taken in good faith
reliance upon such advice or statements;
(b) Norwest shall not be liable for any action reasonably taken in good
faith reliance upon any Written Instructions or certified copy of any resolution
of the Board; provided, however, that upon receipt of a Written Instruction
countermanding a prior Instruction that has not been fully executed by Norwest,
Norwest shall verify the content of the second Instruction and honor it, to the
extent possible. Norwest may rely upon the genuineness of any such document, or
copy thereof, reasonably believed by Norwest in good faith to have been validly
executed;
(c) Norwest may rely, and shall be protected by the Trust in acting,
upon any signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order, or
other paper or document reasonably believed by it in good faith to be genuine
and to have been signed or presented by the proper party or parties; and
SECTION 22. SIGNATURE GUARANTEES
Upon receipt of Written Instructions, Norwest is authorized to make
payment upon redemption of Shares or otherwise effect any transaction or class
of transaction without a signature guarantee, and the Trust hereby agrees to
indemnify and hold Norwest harmless from any and all expenses, damages, claims,
suits, liabilities, actions, demands or losses whatsoever arising out of or in
connection with such payment or transactions if made in accordance with such
Written Instructions. Signature guarantees may be provided by any eligible
institution, as defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, that is authorized to guarantee signatures, and is acceptable to Norwest.
SECTION 23. ADOPTION OF PROCEDURES
The parties hereto may adopt procedures as may be appropriate or
practical under the circumstances, and Norwest may conclusively rely on the
determination of the Trust that any procedure that has been approved by the
Trust does not conflict with or violate any requirement of its Trust Instrument,
By-Laws or Registration Statement, or any rule, regulation or requirement of any
regulatory body.
SECTION 24. TRUST BOARD RESOLUTIONS
The Trust shall file with Norwest a certified copy of the operative
resolution of the Board authorizing the execution of Written Instructions or the
transmittal of Oral instructions.
SECTION 25. RETURNED CHECKS
In the event that any check or other order for the payment of money is
returned unpaid for any reason, Norwest shall promptly notify the Trust of the
non-payment.
SECTION 26. NOTICES
Any notice or other communication required by or permitted to be given
in connection with this Agreement shall be in writing and shall be delivered in
person, or by first-class mail, postage prepaid, or by overnight or two-day
private mail service to the respective party. Notice to the Trust shall be given
as follows until further notice:
Norwest Select Funds
Two Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
c/o Forum Financial Services, Inc.
Notice to Norwest shall be given as follows until further notice:
Institutional Custody Services
Norwest Bank Minnesota, N.A.
Xxxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
SECTION 27. REPRESENTATIONS AND WARRANTIES
The Trust represents and warrants to Norwest that the execution and
delivery of this Agreement by the undersigned officer of the Trust has been duly
and validly authorized by resolution of the Board. Norwest represents and
warrants to the Trust that the execution and delivery of this Agreement by the
undersigned officer of Norwest has also been duly and validly authorized.
SECTION 28. EFFECTIVENESS, DURATION AND TERMINATION
This Agreement may be executed in more than one counterpart, each of
which shall be deemed to be an original, and shall become effective on the date
hereof. This Agreement shall remain in effect for a period of one year from the
date of its effectiveness and shall continue in effect for successive
twelve-month periods; provided that such continuance is specifically approved at
least annually by the Board and by a majority of the Trustees who are not
parties to this Agreement or interested persons of any such party.
Either party may terminate this Agreement upon sixty (60) days written
notice to the other, such termination to take effect at the time specified in
the notice. Upon receiving notice of termination by Norwest, the Trust shall use
its best efforts to obtain a successor transfer agent. If a successor transfer
agent is not appointed prior to the date of termination, the Board shall
designate the Trust as its transfer agent. Upon receipt of written notice from
the Trust of the appointment of the successor transfer agent and upon receipt of
Oral or Written Instructions Norwest shall, upon request of the Trust and the
successor transfer agent and upon payment of Norwest's reasonable charges and
disbursements, promptly transfer to the successor transfer agent the original or
copies of all books and records maintained by Norwest hereunder including, in
the case of records maintained on computer systems, copies of such records in
machine-readable form, and shall cooperate with, and provide reasonable
assistance to, the successor transfer agent in the establishment of the books
and records necessary to carry out the successor transfer agent's
responsibilities hereunder.
SECTION 29. MISCELLANEOUS
(a) This Agreement shall extend to and shall bind the parties hereto
and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Trust without the written consent of
Norwest or by Norwest without the written consent of the Trust. Notwithstanding
the foregoing, either party may assign this Agreement without the consent of the
other party so long as the assignee is an affiliate of or successor to the
parent or subsidiary of the assigning party and is qualified to act under the
Act.
(b) This Agreement shall be governed and construed in accordance with
the laws of the State of Minnesota.
(c) The captions inserted herein are for convenience of reference and
shall not affect, in any way, the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed effective as of the day and year first above written.
NORWEST SELECT FUNDS
By:/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
NORWEST BANK MINNESOTA, N.A.
By: /s/ P. Xxx Xxxxxxxxxx
P. Xxx Xxxxxxxxxx
Executive Vice President
NORWEST SELECT FUNDS
TRANSFER AGENCY AGREEMENT
June 1, 1994, as amended May 1, 1998
Appendix A
Fee as a % of
the Annual Average Daily
Funds (Classes) of the Trust Net Assets of the Class
Income Fund 0.08%
Income Equity Fund 0.08%
ValuGrowth Stock Fund 0.08%
Small Company Stock Fund 0.08%
