Exhibit (h)(1)
NORWEST SELECT FUNDS
MANAGEMENT AGREEMENT
August 1, 1997
AGREEMENT made as of the 1st day of August, 1997, 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 Portland Square,
Portland, Maine 0410161, and Forum Financial Services, Inc. ("Forum"), a
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 Trust desires that Forum perform administrative services
for each of the series of the Trust as listed in Appendix A hereto (each a
"Fund" and collectively the "Funds") and Forum is willing to provide those
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Trust and Forum 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 its 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
("Statement of Additional Information") 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 is currently authorized to issue four classes of shares and
the Board is authorized to issue any unissued shares in any number of additional
classes or series. The Trust has delivered copies of the documents listed in
this Section and will from time to time furnish Forum with any amendments
thereof.
SECTION 2. APPOINTMENT
The Trust hereby employs Forum, subject to the direction and control of
the Board, to manage all aspects of the Trust's operations with respect to each
Fund except those which are the responsibility of Norwest Investment Management,
Inc. ("Adviser"), the Trust's investment adviser.
SECTION 3. ADMINISTRATIVE DUTIES
With respect to the Funds, Forum will arrange to:
(a) provide the Trust, at the Trust's expense, with the maintenance of
certain books and records, such as journals, ledger accounts and other records
described in Rule 31a-1 under the Act, the transmission of purchase and
redemption orders for shares of the Funds, the notification to the Trust's
investment adviser of available funds for investment, the reconciliation of
account information and balances among its custodian, transfer agent and
dividend disbursing agent and its investment adviser, and the calculation of the
net asset value of shares of the Funds;
(b) provide the Trust, at the Trust's expense, with the services of
persons competent to perform such supervisory, administrative and clerical
functions as are necessary to provide effective operation of the Trust,
including the services described in subparagraph (a) above of this Section 3;
(c) oversee the performance of administrative and professional services
rendered to the Trust by others, including its custodian, transfer agent and
dividend disbursing agent, as well as accounting, auditing and other services
performed for the Trust;
(d)provide the Trust with adequate general office space and facilities;
(e) oversee the preparation and the printing of the periodic updating
of the Trust's registration statement, Prospectuses and Statement of Additional
Information, the Trust's tax returns, and reports to its stockholders, the SEC
and state securities administrators; and
(f) maintain records relating to its services as are required to be
maintained by the Trust under the Act. The books and records pertaining to the
Trust which 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, copies of any such books and records shall be
provided promptly by Forum to the Trust or the Trust's authorized
representatives.
SECTION 4. STANDARD OF CARE
The Trust shall expect of Forum, and Forum will give the Trust the
benefit of, Forum's best judgment and efforts in rendering these services to the
Trust, and the Trust agrees as an inducement to Forum's undertaking these
services that Forum shall not be liable hereunder 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, Forum against any
liability to the Trust or to its security holders to which Forum would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of Forum's duties hereunder, or by reason of Forum's reckless
disregard of its obligations and duties hereunder.
SECTION 5. COMPENSATION; EXPENSES
(a) In consideration of the administrative services performed by Forum
as described herein, the Trust will pay Forum, with respect to each Fund a fee
at the annual rate as listed in Appendix A hereto. Such fee 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 hereunder during the prior calendar month.
(b) Subject to section 4 of the investment advisory agreements between
the Trust and the Adviser, the Trust shall be responsible and hereby assumes the
obligation for payment of all the Trust's other expenses, including payment of
the fee payable to Forum under this Section 5 and the fee payable to the Adviser
pursuant to the Investment Advisory Agreement between the Adviser and the Trust;
interest charges, taxes, brokerage fees and commissions; certain insurance
premiums; fees, interest charges and expenses of the Trust's custodian, transfer
agent and dividend disbursing agent; telecommunications expenses; auditing,
legal and compliance expenses; costs of the Trust's formation and maintaining
its existence; costs of preparing and printing the Trust's Prospectuses,
Statements of Additional Information, subscription application forms and
stockholder reports and delivering them to existing and prospective
shareholders; 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; costs of reproduction, stationery and
supplies; compensation of the Trust's trustees, officers and employees and costs
of other personnel performing services for the Trust who are not Forum's
officers or officers of the Adviser, or their respective affiliates; costs of
corporate meetings; SEC registration fees and related expenses for registration
with the SEC and the securities regulatory authorities of other countries in
which the Trust's shares are sold; state securities laws registration fees and
related expenses; and all other fees and expenses paid by the Trust pursuant to
any distribution plan or shareholder service adopted by the Trust pursuant to
Rule 12b-1 under the Act.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to each Fund on
the date hereof. 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 twelve-month 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, Forum 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.
(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.
SECTION 7. ACTIVITIES OF FORUM
Except to the extent necessary to perform Forum's obligations
hereunder, nothing herein shall be deemed to limit or restrict Forum's right, or
the right of any of Forum's officers, directors or employees who may also 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.
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 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 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) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(c) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(d) The terms "vote of a majority of the outstanding voting
securities," "interested person," "affiliated 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 effective as of the day and year first above written.
NORWEST SELECT FUNDS
By:/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Trustee
FORUM FINANCIAL SERVICES, INC.
By:/s/Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Secretary
NORWEST SELECT FUNDS
MANAGEMENT AGREEMENT
August 1, 1997
Appendix A
Fee as a % of
the Annual Average Daily
Funds of the Trust Net Assets of the Fund
ValuGrowth Stock Fund 0.05%
Income Fund 0.05%
Small Company Stock Fund 0.05%
Income Equity Fund 0.05%
