Exhibit (h)(4)
NORWEST ADVANTAGE FUNDS
ADMINISTRATION AGREEMENT
October 1, 1997
Amended June 1, 1999
AGREEMENT made this 1st day of October 1997, as amended on the 1st day
of June 1999, 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 Forum Administrative
Services, LLC ("Forum"), a Delaware limited liability company with its principal
office and 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 "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 offers shares in 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 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"); and
WHEREAS, the Trust desires that Forum perform certain administrative
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; DELIVERY OF DOCUMENTS
Appendix B The Trust hereby appoints Forum, and Forum hereby agrees,
to act as administrator of the Trust for the period and on the
terms set forth in this Agreement.
Appendix B In connection therewith, the Trust has delivered to Forum
copies of (I) the Trust's Trust Instrument 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 current Prospectus
and Statement of Additional Information of each Fund
(collectively, as currently in effect and as amended or
supplemented, the "Prospectus"), (iv) each current plan of
distribution or similar document adopted by the Trust under Rule
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12b-1 under the 1940 Act ("Plan") and each current shareholder
service plan or similar document adopted by the Trust ("Service
Plan"), and (v) 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. The Trust shall deliver to Forum a certified copy
of the resolution of the Board of Trustees of the Trust (the
"Board") appointing Forum and authorizing the execution and
delivery of this Agreement.
SECTION 2. DUTIES OF FORUM AND THE TRUST
Appendix B Subject to the direction and control of the Board, Forum
shall manage all aspects of the Trust's operations with respect
to the Funds except those that are the responsibility of any
other service provider hired by the Trust, all in such manner and
to such extent as may be authorized by the Board.
Appendix B With respect to the Trust or each Fund, as applicable,
Forum shall:
Appendix B at the Trust's expense, provide the Trust with, or arrange
for the provision of, the services of persons competent to
perform such legal, administrative and clerical functions not
otherwise described in this Section 2(b) as are necessary to
provide effective operation of the Trust;
Appendix B oversee (A) the preparation and maintenance by the Trust's
custodian, transfer agent, dividend disbursing agent and fund
accountant in such form, for such periods and in such locations
as may be required by applicable United States law, of all
documents and records relating to the operation of the Trust
required to be prepared or maintained by the Trust or its agents
pursuant to applicable law; (B) the reconciliation of account
information and balances among the Trust's custodian, transfer
agent, dividend disbursing agent and fund accountant; (C) the
transmission of purchase and redemption orders for Shares; and
(D) the performance of fund accounting, including the calculation
of the net asset value of the Shares;
Appendix B 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 legal, auditing, shareholder servicing and other services
performed for the Funds;
Appendix B file or oversee the filing of each document required to be
filed by the Trust in either written or, if required, electronic
format (e.g., electronic data gathering analysis and retrieval
system or "XXXXX") with the SEC;
Appendix B assist in and oversee the preparation, filing and printing
and the periodic updating of the Registration Statement and
Prospectuses;
Appendix B oversee the preparation and filing of the Trust's tax
returns;
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Appendix B oversee the preparation of financial statements and
related reports to the Trust's shareholders, the SEC and
state and other securities administrators;
Appendix B assist in and oversee the preparation and printing of proxy
and information statements and any other communications to
shareholders;
Appendix B provide the Trust with adequate general office space and
facilities and provide persons suitable to the Board to serve as
officers of the Trust;
Appendix B assist the investment advisers in monitoring Fund holdings
for compliance with Prospectus investment restrictions and assist
in preparation of periodic compliance reports, as applicable;
Appendix B prepare, file and maintain the Trust's Organic Documents
and minutes of meetings of Trustees, Board committees and
shareholders;
Appendix B with the cooperation of the Trust's counsel, investment
advisers, the officers of the Trust and other relevant parties,
prepare and disseminate materials for meetings of the Board, as
applicable;
Appendix B maintain the Trust's existence and good standing under
applicable state law;
Appendix B monitor sales of Shares, ensure that the Shares are
properly and duly registered with the SEC and register, or
prepare applicable filings with respect to, the Shares with the
various state and other securities commissions;
Appendix B oversee the calculation of performance data for
dissemination to information services covering the investment
company industry, for sales literature of the Trust and other
appropriate purposes;
Appendix B oversee the determination of the amount of and supervise
the declaration of dividends and other distributions to
shareholders as necessary to, among other things, maintain the
qualification of each Fund as a regulated investment company
under the Internal Revenue Code of 1986, as amended (the "Code"),
and prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions
to shareholders;
Appendix B advise the Trust and the Board on matters concerning the
Trust and its affairs;
Appendix B calculate, review and account for Fund expenses and report
on Fund expenses on a periodic basis;
Appendix B authorize the payment of Trust expenses and pay, from Trust
assets, all bills of the Trust;
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Appendix B prepare Fund budgets, pro-forma financial statements,
expense and profit/loss projections and fee waiver/expense
reimbursement projections on a periodic basis;
Appendix B prepare financial statement expense information;
Appendix B assist the Trust in the selection of other service
providers, such as independent accountants, law firms and proxy
solicitors; and
Appendix B 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.
Appendix B Forum shall provide such other services and assistance
relating to the affairs of the Trust as the Trust may, from time
to time, reasonably request pursuant to mutually acceptable
compensation agreements.
Appendix B Forum shall maintain records relating to its services, such
as journals, ledger accounts and other records, as are required
to be maintained under the 1940 Act and Rule 31a-1 thereunder.
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,
copies of any such books and records shall be provided promptly
by Forum to the Trust or the Trust's authorized representatives.
In the event the Trust designates a successor that assumes 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.
Appendix B 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 with respect to Forum's duties
as set forth in this Section 2 and 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.
Appendix B In order for Forum to perform the services required by this
Section 2, the Trust (I) shall cause all service providers to the
Trust to furnish any and all information to Forum, and assist
Forum as may be required and (ii) shall ensure that Forum has
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access to all records and documents maintained by the Trust or
any service provider to the Trust.
SECTION 3. STANDARD OF CARE AND RELIANCE
Appendix B 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.
Appendix 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(d) (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.
Appendix B Forum agrees to indemnify and hold harmless the Trust, its
employees, agents, trustees and officers 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
Forum's actions taken or failures to act with respect to a Fund
that are not consistent with the standard of care set forth in
Section 3(a). Forum shall not be required to indemnify the Trust
if, prior to confessing any Claim against the Trust, the Trust
does not give Forum written notice of and reasonable opportunity
to defend against the claim in its own name or in the name of the
Trust.
Appendix B A Forum Indemnitee shall not be liable for any action taken
or failure to act in good faith reliance upon:
Appendix B 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 experts in the matter upon which they
are consulted;
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Xxxxxxxx X 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;
Appendix B 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
Appendix B 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.
Appendix B Forum shall not be liable for the errors of other service
providers to the Trust including the errors of printing 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.
SECTION 4. COMPENSATION AND EXPENSES
Appendix B In consideration of the administrative services provided by
Forum pursuant to this Agreement, the Trust shall pay Forum, with
respect to each Class of each of the Funds, the fees set forth in
Appendix A hereto. These fees 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 under this Agreement during
the prior calendar month. In the event that any of the legal
services identified in Appendix B hereto are provided to the
Trust by personnel of the legal department of Forum, they will be
provided at no additional charge to the Trust except those
matters designated as Special Legal Services, as to which Forum
may charge, and the Trust shall pay an additional amount as
reimbursement of the cost of Forum providing such services.
Reimbursement shall be payable monthly in arrears on the first
day of each calendar month for services performed under this
Agreement during the prior calendar month. Nothing in this
Agreement shall require Forum to provide any of the services
listed in Appendix B hereto, as such services may be performed by
an outside vendor if appropriate in the judgment of Forum.
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If fees 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.
Appendix B Notwithstanding anything in this Agreement to the contrary,
Forum and its affiliated persons may receive compensation or
reimbursement from the Trust with respect to (I) the provision of
services on behalf of the Funds in accordance with any Plan or
Service Plan, (ii) the provision of shareholder support or other
services, (iii) service as a trustee or officer of the Trust and
(iv) services to the Trust, which may include the types of
services described in this Agreement, with respect to the
creation of any Fund and the start-up of the Fund's operations.
Appendix B The Trust shall be responsible for and assumes the
obligation for payment of all of its expenses, including: (I) the
fee payable under this Agreement; (ii) the fees payable to each
investment adviser under an agreement between the investment
adviser and the Trust; (iii) expenses of issue, repurchase and
redemption of Shares; (iv) interest charges, taxes and brokerage
fees and commissions; (v) premiums of insurance for the Trust,
its trustees and officers and fidelity bond premiums; (vi) fees,
interest charges and expenses of third parties, including the
Trust's independent accountant, custodian, transfer agent,
dividend disbursing agent and fund accountant; (vii) fees of
pricing, interest, dividend, credit and other reporting services;
(viii) costs of membership in trade associations; (ix)
telecommunications expenses; (x) funds transmission expenses;
(xi) auditing, legal and compliance expenses; (xii) costs of
forming the Trust and maintaining its existence; (xiii) costs of
preparing, filing and printing the Trust's Prospectuses,
subscription application forms and shareholder reports and other
communications and delivering them to existing shareholders,
whether of record or beneficial; (xiv) expenses of meetings of
shareholders and proxy solicitations therefor; (xv) costs of
maintaining books of original entry for portfolio and fund
accounting and other required books and accounts, of calculating
the net asset value of Shares and of preparing tax returns; (xvi)
costs of reproduction, stationery, supplies and postage; (xvii)
fees and expenses of the Trust's trustees; (xviii) compensation
of the Trust's officers and employees and costs of other
personnel (who may be employees of the investment adviser, Forum
or their respective affiliated persons) performing services for
the Trust; (xix) costs of Board, Board committee, shareholder and
other corporate meetings; (xx) SEC registration fees and related
expenses; (xxi) state, territory or foreign securities laws
registration fees and related expenses; and (xxii) all fees and
expenses paid by the Trust in accordance with any Plan or Service
Plan or agreement related to similar manners.
Appendix B 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
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(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.
SECTION 5. EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT
Appendix B This Agreement shall become effective with respect to each
Fund on July 28, 1998. 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.
Appendix B This Agreement shall continue in effect with respect to a
Fund until terminated; 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).
Appendix B 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.
Appendix B 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 any
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
Appendix B prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
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Appendix 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
Appendix B 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.
SECTION 9. ACTIVITIES OF FORUM
Appendix B 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.
Appendix B Forum may subcontract any or all of its 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.
Appendix B Without limiting the generality of the Sections 9(a) and
(b), the Trust acknowledges that certain legal services may be
rendered to it by lawyers who are employed by Forum or its
affiliates and who render services to Forum and its affiliates. A
lawyer who renders such services to the Trust, and any lawyer who
supervises such lawyer, although employed generally by Forum or
its affiliates, will have a direct professional attorney/client
relationship with the Trust. Those services for which such a
direct relationship will exist are listed in Appendix C hereto.
Each of Forum and the Trust hereby consents to the simultaneous
representation by such lawyers of both Forum and the Trust, and
waives any conflict of interest existing in such simultaneous
representation. Furthermore, the Trust agrees that, in the event
such lawyer ceases to represent the Trust, whether at the request
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of the Trust or otherwise, the lawyer may continue thereafter to
represent Forum, and the Trust expressly consents to such
continued representation.
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
Appendix B Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this
Agreement.
Appendix 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.
Appendix B 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.
Appendix B 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.
Appendix B 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.
00
Xxxxxxxx X 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.
Appendix B Section headings in this Agreement are included for
convenience only and are not to be used to construe or interpret
this Agreement.
Appendix B 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.
Appendix B 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.
Appendix B 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.
Appendix B 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.
Appendix B 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
persons, as of the day and year first above written.
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NORWEST ADVANTAGE FUNDS
By: __________________________
Xxxxxx X. Xxxxxxxxx
Trustee
FORUM ADMINISTRATIVE SERVICES, LLC
By: __________________________
Xxxxx X. Xxxxxxxxx
Managing Director
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NORWEST ADVANTAGE FUNDS
ADMINISTRATION AGREEMENT
Appendix A
June 1, 1999
Fee as a % of
the Annual Average Daily
Funds of the Trust Net Assets of each Class of the Fund
------------------ ------------------------------------
Cash Investment Fund 0.025%
Ready Cash Investment Fund 0.075%
U.S. Government Fund 0.05%
Treasury Plus Fund 0.05%
Treasury Fund 0.05%
Municipal Money Market Fund, Institutional Shares 0.05%
Municipal Money Market Fund, Investor Shares 0.10%
Stable Income Fund 0.025%
Limited Term Government Income Fund 0.05%
Intermediate Government Income Fund 0.05%
Diversified Bond Fund 0.025%
Income Fund 0.05%
Total Return Bond Fund 0.025%
Strategic Income Fund 0.025%
Limited Term Tax-Free Fund 0.05%
Tax-Free Income Fund 0.05%
Colorado Tax-Free Fund 0.05%
Minnesota Intermediate Tax-Free Fund 0.05%
Minnesota Tax-Free Fund 0.05%
Moderate Balanced Fund 0.025%
Growth Balanced Fund 0.025%
Aggressive Balanced-Equity Fund 0.025%
Index Fund 0.025%
Income Equity Fund 0.025%
ValuGrowth Stock Fund 0.05%
Diversified Equity Fund 0.025%
Growth Equity Fund 0.025%
Large Company Growth Fund 0.025%
Diversified Small Cap Fund 0.025%
Small Company Stock Fund 0.025%
Small Cap Opportunities Fund 0.05%
Small Company Growth Fund 0.025%
International Fund 0.05%
Performa Strategic Value Bond Fund 0.025%
Performa Disciplined Growth Fund 0.025%
Performa Small Cap Value Fund 0.025%
Performa Global Growth Fund 0.025%
Norwest WealthBuilder II Growth Portfolio 0.05%
Norwest WealthBuilder II Growth and Income Portfolio 0.05%
Norwest WealthBuilder II Growth Balanced Portfolio 0.05%
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NORWEST ADVANTAGE FUNDS
ADMINISTRATION AGREEMENT
Appendix B
Legal Services
1. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are within the ordinary course of the Trust's
business.
2. Advise the Trust on compliance with applicable U.S. laws and regulations
with respect to matters that are outside the ordinary course of the Trust's
business(*).
3. Liaison with the SEC.
4. Draft correspondences to SEC and respond to SEC comments.
5. Liaison with the Trust's outside counsel.
6. Provide attorney letters to the Trust's auditors.
7. Assist Trust's outside counsel in the preparation of exemptive
applications, no-action letters, prospectuses, registration statements and
proxy statements and related material.
8. Prepare exemptive applications, no-action letters, prospectuses,
registration statements and proxy statements and related material, and
draft correspondences to SEC and respond to SEC comments with respect
thereto(*).
9. Prepare prospectus supplements.
10. Review and authorize Section 24 filings.
11. Prepare and/or review agendas and minutes for and respond to inquiries at
board and shareholder meetings regarding applicable U.S. laws and
regulations.
12. Prepare and/or review agreements between the Trust and any third parties.
Note: Items designated with an (*) are Special Legal Services.
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