EXHIBIT 9 (a)
NORWEST ADVANTAGE FUNDS
MANAGEMENT AGREEMENT
October 1, 1995
AGREEMENT made this 1st day of October, 1995, 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 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, and Forum Financial Services, Inc. ("Forum"), a corporation organized
under the laws of State of Delaware with its principal place of business at 00
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 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, for and in consideration of the mutual covenants and
agreements contained herein, 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 the Trust's 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
("SAI") 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 thirty-one series of shares and the Board is
authorized to issue any unissued shares in any number of additional series or
classes. The Trust has delivered copies of the documents listed in this Section
to Forum 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 Bank Minnesota, N.A., each
Fund's investment adviser, or any other investment adviser or investment
subadviser to a Fund (each an "Adviser"), or Norwest Bank
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Minnesota, N.A. in its capacity as administrator pursuant to an investment
administration or similar agreement.
SECTION 3. ADMINISTRATIVE DUTIES
(a) On behalf of the Trust and with respect to each Fund, Forum will
(i) oversee (A) the preparation and maintenance by the Advisers and
the Trust's custodian, transfer agent, dividend disbursing agent and fund
accountant (or if appropriate, prepare and maintain) in such form, for such
periods and in such locations as may be required by applicable 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
Advisers and the Trust's custodian, transfer agent, dividend disbursing
agent and fund accountant; (C) the transmission of purchase and redemption
orders for Shares; (D) the notification of the Advisers of available funds
for investment; and (E) the performance of fund accounting, including the
calculation of the net asset value per Share;
(ii) 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 Section 3(a) hereof;
(iii) 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, legal
and other services performed for the Trust;
(iv) provide the Trust with adequate general office space and
facilities and provide, at the Trust's request and expense, persons
suitable to the Board to serve as officers of the Trust;
(v) oversee the preparation and the printing of the periodic updating
of the Trust's registration statement, Prospectuses and SAIs, the Trust's
tax returns, and reports to its stockholders, the SEC and state and other
securities administrators;
(vi) oversee the preparation of proxy and information statements and
any other communications to shareholders;
(vii) prepare, file and maintain the Trust's governing documents,
including the Trust Instrument, Bylaws and minutes of meetings of Trustees,
Board committees and shareholders;
(viii) with the cooperation of the Trust's counsel, Advisers and other
relevant parties, prepare and disseminate materials for meetings of the
Board;
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(ix) monitor sales of shares and ensure that such shares are properly
and duly registered with the SEC and applicable state and other securities
commissions;
(x) 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;
(xi) 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, and prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions to
shareholders; and
(xii) advise the Trust and the Board on matters concerning the Trust
and its affairs.
(b) Forum shall maintain records relating to its services, such as
journals, ledger accounts and other records, as are required to be maintained by
Forum and the Trust under the Act and Rule 31a-1 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 under this Agreement 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 under this Agreement, or by reason of Forum's
reckless disregard of its obligations and duties under this Agreement.
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 class of Shares
of each Fund a fee at the annual rate as listed in Appendix A hereto. Forum's
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 the
Agreement during the prior calendar month.
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(b) Notwithstanding that other persons may, in investment advisory
agreements or otherwise, agree to assume certain expenses of the Trust or of any
Fund or class of Shares thereof, the Trust shall be responsible and hereby
assumes the obligation for payment of all the Trust's expenses, including (i)
payment of the fee payable to Forum under this Section 5 hereof and the fee
payable to the Advisers of each Fund pursuant to any investment advisory or
similar agreement between the Adviser and the Trust; (ii) interest charges,
taxes, brokerage fees and commissions; (iii) insurance and fidelity bond
premiums; (iv) fees, interest charges and expenses of the Trust's custodian,
transfer agent and dividend disbursing agent and providers of pricing, credit
analysis and dividend services; (v) telecommunications expenses; (vi) auditing,
legal and compliance expenses; (vii) costs of forming the Trust and maintaining
its existence; (viii) costs of preparing and printing the Trust's Prospectuses,
SAIs, subscription application forms and stockholder reports and their delivery
to existing and prospective stockholders; (ix) 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; (x) costs
of reproduction, stationery and supplies; (xi) compensation of the Trust's
trustees, officers and employees and costs of other personnel performing
services for the Trust, whether or not any such persons are affiliated persons
of Forum or any Adviser of ; (xii) costs of Board, Board committee, shareholder
and other corporate meetings; (xiii) SEC registration fees and related expenses;
(xiv) state and other jurisdiction securities laws registration fees and related
expenses, including costs of personnel to perform such securities registration;
and (xv) all costs borne by the Trust pursuant to any distribution plan adopted
by the Trust pursuant to Rule 12b-1 under the Act, shareholder service or
similar plan.
SECTION 6. EFFECTIVENESS, DURATION; TERMINATION AND ASSIGNMENT
(a) This Agreement shall become effective with respect to each Fund on the
date hereof or, with respect to additional series of the Trust to which this
agreement shall apply by amendment of Appendix A, upon the date of such
amendment. 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 one year 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.
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(d) 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 7. ACTIVITIES OF FORUM
(a) 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 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.
(b) Forum may subcontract any or all of its functions or responsibilities
pursuant to this Agreement to one or more corporations, trusts, firms,
individuals or associations, which may be affiliates of Forum, who agree to
comply with the terms of this Agreement. Forum may pay those persons for their
services, but no such payment will increase Forum's compensation from the Trust.
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) 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.
(c) Section headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
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(d) Notices, requests, instructions and communications received by the
parties at their respective principal addresses, or at such other address as a
party may have designated in writing, shall be deemed to have been properly
given.
(e) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(f) The terms "vote of a majority of the outstanding voting securities",
"interested 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
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
Vice President
FORUM FINANCIAL SERVICES, INC.
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
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NORWEST ADVANTAGE FUNDS
MANAGEMENT AGREEMENT
October 1, 1995
APPENDIX A
Fee as a % of
the Annual Average Daily
Funds of the Trust Net Assets of each Class of the Fund
------------------ ------------------------------------
Cash Investment Fund 0.10% of the first $300 million of assets
0.075% for the next $400 million of assets
0.05% of remaining assets.
U.S. Government Fund 0.10% of the first $300 million of assets
0.075% for the next $400 million of assets
0.05% of remaining assets.
Treasury Fund 0.10% of the first $300 million of assets
0.075% for the next $400 million of assets
0.05% of remaining assets.
Municipal Money Market Fund 0.20%
Ready Cash Investment Fund 0.20%
Income Stock Fund 0.20%
ValuGrowth Stock Fund 0.20%
Contrarian Stock Fund 0.20%
Small Company Stock Fund 0.20%
Adjustable U.S. Government
Reserve Fund 0.20%
Government Income Fund 0.20%
Income Fund 0.20%
Total Return Bond Fund 0.20%
Tax-Free Income Fund 0.20%
Arizona Tax-Free Fund 0.20%
Colorado Tax-Free Fund 0.20%
Minnesota Tax-Free Fund 0.20%
Fee as a % of
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the Annual Average Daily
Funds of the Trust Net Assets of each Class of the Fund
------------------ ------------------------------------
Diversified Equity Fund 0.10%
Growth Equity Fund 0.10%
Large Company Growth Fund 0.10%
Small Company Growth Fund 0.10%
International Fund 0.15%
Income Equity Fund 0.10%
Index Fund 0.10%
Conservative Balanced Fund 0.10%
Moderate Balanced Fund 0.10%
Growth Balanced Fund 0.10%
Intermediate U.S. Government Fund 0.10%
Managed Fixed Income Fund 0.10%
Stable Income Fund 0.10%
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