Exhibit (8)(c)
NORWEST ADVANTAGE FUNDS ADMINISTRATION SERVICES AGREEMENT
November 11, 1994 as amended July 28, 1998
AGREEMENT made this 11th day of November, 1994, as amended July 28,
1998 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 Norwest Bank Minnesota, N.A. (the
"Administrator"), a banking association organized under the laws of the United
States of America with its principal place of business at Xxxxx Xxxxxx xxx
Xxxxxxxxx, 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, each series of the Trust listed in Appendix A hereto (each a
"Fund" and collectively the "Funds"), may invest some or all of its investment
assets in a portfolio of a registered open-end management investment company
(each a "Portfolio" and collectively the "Portfolios"; and
WHEREAS, the Trust desires that the Administrator perform certain
administrative services for the Fund not otherwise provided by Forum
Administrative Services, LLC and its affiliates ("Forum") pursuant to Forum's
management and administration agreements relating to each Fund and each
Portfolio or by Xxxxxxxx Capital Management International, Inc. pursuant to its
investment advisory agreement Relating to each Portfolio and the Administrator
is willing to provide those services on the terms and conditions set forth in
this Agreement;
NOW THEREFORE, the Trust and the Administrator 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 our 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 the 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 forty series 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 Administrator with any
amendments thereof.
SECTION 2. APPOINTMENT
The Trust hereby employs the Administrator, subject to the direction
and control of the Board, to oversee the ministerial, administrative and
oversight functions described herein.
SECTION 3. ADMINISTRATIVE DUTIES
The Administrator shall be responsible for:
(a) obtaining, compiling, verifying, formatting and transmitting to the
investment adviser to each Portfolio on or before such times during each
business day as are determined by the Administrator and the Advisor to each
Portfolio all information concerning the amounts of purchases and redemptions of
shares of each Portfolio;
(b) obtaining, compiling, verifying, formatting and transmitting to
each Fund's shareholders and the Trustees such information concerning the
performance of the Portfolio and the fees paid and other expenses incurred by
each Portfolio and such information about the performance of comparable
portfolios and relevant financial and economic indices as is required to be
provided under applicable laws and regulations, is useful to each Fund's
shareholders and the Trustees in evaluating each Portfolio's performance and
operation and may be requested by the Trustees in order to carry out their
obligations to each Fund and its shareholders;
(c) making available personnel to meet with and report to the Trustees
periodically at their request on all matters relating to the performance of each
Portfolio and the appropriateness of the fees paid and expenses incurred by each
Portfolio;
(d) furnishing the investment adviser to each Portfolio and other
providers of services to each Fund such assistance in the operation of each
Portfolio as any of them or the Trustees may request or as the Administrator
shall believe to be appropriate; and
(e) maintaining 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 Administrator 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 Administrator's normal business
hours. Upon the reasonable request of the Trust, copies of any such books and
records shall be provided promptly by Administrator to the Trust or the Trust's
authorized representatives.
SECTION 4. EXPENSES
The Administrator shall be responsible for that portion of the net
expenses of each Fund (except interest, taxes, brokerage, fees and other
expenses paid by the Fund in accordance with an effective plan pursuant to Rule
12b-1 under the Act and organization expenses, all to the extent such exceptions
are permitted by applicable state law and regulation) incurred by each Fund
during each of the Fund's fiscal years or portion thereof that this Agreement is
in effect which, as to each Fund, in any such year exceeds the limits applicable
to each Fund under the laws or regulations of any state in which shares of each
Fund are qualified for sale (reduced pro rata for any portion of less than a
year) and which is not assumed by Forum Financial Services, Inc., the Trust's
manager and distributor, or any other person.
The Trust hereby confirms that, subject to the foregoing, the Trust
shall be responsible and shall assume the obligation for payment of all the
Trust's other expenses, including: 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, account
application forms and shareholder 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 shares of the Trust; costs of reproduction,
stationery and supplies; compensation of the Trust's trustees, officers,
employees and other personnel performing services for the Trust who are not the
Administrator's employees or employees of Forum Financial Services, Inc. or
affiliated persons of either; costs of corporate meetings; 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 law registration fees and related expenses; fees and out-of-pocket
expenses payable to Forum Financial Services, Inc. under any distribution,
management or similar agreement; and all other fees and expenses paid by the
Trust pursuant to any distribution or shareholder service plan adopted pursuant
to Rule 12b-1 under the Act.
SECTION 5. STANDARD OF CARE
The Trust shall expect of Administrator, and Administrator will give
the Trust the benefit of, Administrator's best judgment and efforts in rendering
these services to the Trust, and the Trust agrees as an inducement to
Administrator's undertaking these services that Administrator 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, Administrator against any liability to the Trust or to
its security holders to which Administrator would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of
Administrator's duties hereunder, or by reason of Administrator's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the services performed by Administrator as
described herein, the Trust will pay Administrator, with respect to each Fund, a
fee at the annual rate of 0.25% of the average daily net assets of the Fund.
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.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective 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 each Fund.
(b) This Agreement shall continue in effect 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 each 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, Administrator may continue
to render to each 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 at any time, without the payment
of any penalty, (i) by the Board on 60 days' written notice to Administrator or
(ii) by Administrator on 60 days' written notice to the Trust.
SECTION 8. ACTIVITIES OF ADMINISTRATOR
Except to the extent necessary to perform Administrator's obligations
hereunder, nothing herein shall be deemed to limit or restrict Administrator's
right, or the right of any of Administrator'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 9. 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 Administrator 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
Funds to which Administrator'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 10. 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 Delaware.
(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 all as of the day and year first above written.
NORWEST ADVANTAGE FUNDS
By: __________________________
Xxxx X. Xxxxxx
President
NORWEST BANK MINNESOTA, N.A.
By:________________________
P. Xxx Xxxxxxxxxx
President
NORWEST ADVANTAGE FUNDS
ADMINISTRATION SERVICES AGREEMENT
November 11, 1994 as amended July 28, 0000
Xxxxxxxx A
Funds of the Trust
Small Cap Opportunities Fund
International Fund
Performa Global Growth Fund
