Exhibit (d)(5)
NORWEST ADVANTAGE FUNDS
INVESTMENT SUBADVISORY AGREEMENT
AGREEMENT made as of the 1st day of October, 1997, as amended on the
258th day of JulyMarch, 19998, among Norwest Advantage Funds (the "Trust"), a
business trust organized under the laws of the State of Delaware with its
principal place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000,
Norwest Investment Management, Inc. (the "Adviser"), a corporation organized
under the laws of the State of Minnesota with its principal place of business at
Xxxxx Xxxxxx xxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, and Xxxxx Asset
Management, LP (the "Subadviser"), a limited partnership with its principal
place of business at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, 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 is
authorized to issue its shares of beneficial interest, no par value, in separate
series and classes; and
WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each a "Fund" and collectively the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;
NOW THEREFORE, the Trust, the Adviser and the Subadviser 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 "Commission") under the Act and the
Securities Act of 1933 (the "Securities Act"), including any representations
made in the prospectus and statement of additional information relating to the
Funds 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 thirty-nine 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 1 and will from time to
time furnish Subadviser with any amendments thereof.
SECTION 2. INVESTMENT ADVISER; APPOINTMENT
Subject to the direction and control of the Board, the Adviser manages
the investment and reinvestment of the assets of each Fund and provides for
certain management and services as specified in the Investment Advisory
Agreement between the Trust and the Adviser with respect to the Funds.
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Subject to the direction and control of the Board, the Subadviser shall
manage the investment and reinvestment of the assets of each Fund and, without
limiting the generality of the foregoing, shall provide the management and other
services specified below, all in such manner and to such extent as may be
directed from time to time by the Adviser.
SECTION 3. DUTIES OF THE SUBADVISER
(a) The Subadviser shall make decisions with respect to all purchases and sales
of securities and other investment assets in each Fund. To carry out such
decisions, the Subadviser is hereby authorized, as agent and
attorney-in-fact for the Trust, for the account of, at the risk of and in
the name of the Trust, to place orders and issue instructions with respect
to those transactions of the Funds. In all purchases, sales and other
transactions in securities for the Funds, the Subadviser is authorized to
exercise full discretion and act for the Trust in the same manner and with
the same force and effect as the Trust might or could do with respect to
such purchases, sales or other transactions, as well as with respect to all
other things necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions.
(b) The Subadviser will report to the Board at each meeting thereof all changes
in each Fund since the prior report, and will also keep the Board informed
of important developments affecting the Trust, the Funds and the
Subadviser, and on its own initiative, will furnish the Board from time to
time with such information as the Subadviser may believe appropriate for
this purpose, whether concerning the individual companies whose securities
are included in each Fund's holdings, the industries in which they engage,
or the economic, social or political conditions prevailing in each country
in which the Funds maintains investments. The Subadviser will also furnish
the Board with such statistical and analytical information with respect to
securities in the Funds as the Subadviser may believe appropriate or as the
Board reasonably may request. In making purchases and sales of securities
for the Funds, the Subadviser will bear in mind the policies set from time
to time by the Board as well as the limitations imposed by the Trust's
Trust Instrument, By-Laws, Registration Statement under the Act and the
Securities Act, the limitations in the Act and in the Internal Revenue Code
of 1986, as amended in respect of regulated investment companies and the
investment objectives, policies and restrictions of the Funds.
(c) The Subadviser may from time to time employ or associate with such persons
as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of
such duties to be borne and paid by the Subadviser. No obligation may be
incurred on the Trust's behalf in any such respect.
(d) The Subadviser shall maintain records relating to portfolio transactions
and the placing and allocation of brokerage orders as are required to be
maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such
periods and in such locations as may be required by applicable law, all
documents and records relating to the services provided by the Subadviser
pursuant to this Agreement required to be prepared and maintained by the
Trust pursuant to the rules and regulations of any national, state, or
local government entity with jurisdiction over the Trust, including the
Securities and Exchange Commission and the Internal Revenue Service. The
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books and records pertaining to the Trust that are in possession of the
Subadviser 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 the Subadviser's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall
be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.
SECTION 4. EXPENSES
Subject to any expense reimbursement arrangements between the Adviser
or others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.
SECTION 5. STANDARD OF CARE
The Trust shall expect of the Subadviser, and the Subadviser will give
the Trust the benefit of, the Subadviser's best judgment and efforts in
rendering its services to the Trust, and as an inducement to the Subadviser's
undertaking these services the Subadviser 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,
the Subadviser against any liability to the Trust or to the Trust's security
holders to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.
SECTION 6. COMPENSATION
In consideration of the foregoing, the Adviser and not the Trust shall
pay the Subadviser a fee as shall be determined from time to time in writing
between the Adviser and the Subadviser.
SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the date first above written.
(b) 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
one-year periods; provided that such continuance is specifically approved
at least annually (I) by the Board or by the vote of a majority of the
outstanding voting securities of each Fund, and, in either case, (ii) by a
majority of the Trust's trustees 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 this Agreement or the continuation of
this Agreement is not approved, the Subadviser may continue to render 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 or by a vote of a majority of the outstanding
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voting securities of each Fund on 60 days' written notice to the Subadviser
or (ii) by the Subadviser on 60 days' written notice to the Trust. This
Agreement shall terminate upon assignment unless prior approval of the
Board is obtained.
SECTION 8. ACTIVITIES OF THE SUBADVISER
Except to the extent necessary to perform its obligations hereunder,
nothing herein shall be deemed to limit or restrict the Subadviser's right, or
the right of any of the Subadviser'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 the Funds shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and the Subadviser 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 the Subadviser'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 and, if required by the Act, by a vote of a
majority of the outstanding voting securities of each Fund thereby
affected.
(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.
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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 ADVANTAGE FUNDS
By: Xxxx X. Xxxxxx
President
NORWEST INVESTMENT MANAGEMENT, INC.
By: P. Xxx Xxxxxxxxxx
President
XXXXX ASSET MANAGEMENT, LP
By: Xxxxxxx X. Xxxxx
Principal
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NORWEST ADVANTAGE FUNDS
INVESTMENT SUBADVISORY AGREEMENT
Appendix A
MarchJuly 258, 19998
Strategic Income Fund
Moderate Balanced Fund
Growth Balanced Fund
Aggressive Balanced-Equity Fund
Diversified Equity Fund
Growth Equity Fund
Diversified Small Cap Fund
Performa Disciplined Growth Fund
Performa Small Cap Value Fund
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NORWEST ADVANTAGE FUNDS
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT
October 1, 1997, as amended JulyMarch 258, 19998
This fee agreement is made as of the 1st day of October, 1997, as
amended on the 258th day of JulyMarch, 19989, by and between Norwest Investment
Management, Inc. (the "Adviser") and Xxxxx Asset Management, LP (the
"Subadviser") and
WHEREAS, the parties and Norwest Advantage Funds (the "Trust") have
entered into an Investment Subadvisory Agreement ("Subadvisory Agreement")
whereby the Subadviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Subadvisory Agreement (each a "Fund"
and collectively the "Funds")
WHEREAS, the Subadvisory Agreement provides that the fees to be paid to
the Subadviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Subadviser under the Subadvisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual rates per Fund:
for assets formerly invested in Disciplined Growth Portfolio- 0.35%:
0.35% on the first $175,000,000 0.00% on the next $50,000,000 0.25% on
the next $275,000,000 0.20% on all sums in excess of $500,000,000
for assets formerly invested in Small Cap Value Portfolio- 0.45%:
0.45% on the first $110,000,000 0.00% on the next $40,000,000 0.30% on
the next $150,000,000 0.25% on all sums in excess of $300,000,000
provided, that no fee shall be payable hereunder with respect to a Fund during
any period in which the Fund invests all (or substantially all) of its
investment assets in a registered, open-end, management investment company, or
separate series thereof, in accordance with and reliance upon Section
12(d)(1)(E) under the Act.
The net assets under management against which the foregoing fees are to
be applied are the net assets as of the last business day of each month. If this
fee agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
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based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the net asset value for the last day prior to such
suspension shall for this purpose be deemed to be the month-end net assets.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
NORWEST INVESTMENT MANAGEMENT, INC.
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By: P. Xxx Xxxxxxxxxx
President
XXXXX ASSET MANAGEMENT, LP
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By: Xxxxxxx X. Xxxxx
Principal
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