EXHIBIT (9)(A)
NORWEST ADVANTAGE FUNDS
MANAGEMENT AGREEMENT
August 1, 1997
AGREEMENT made this 1st day of August, 1997, 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 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 certain management
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
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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 Minnesota, N.A. in its capacity as administrator
pursuant to an investment administration or similar agreement.
SECTION 3. MANAGEMENT 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 administrator, 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) oversee the Trust's receipt of the services of persons competent
to perform such legal, administrative and clerical functions not
otherwise described in this Section 3(a) as are necessary to provide
effective operation of the Trust;
(iii) oversee the performance of administrative and professional
services rendered to the Trust by others, including its administrator,
custodian, transfer agent, dividend disbursing agent and fund
accountant, 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 shareholders, the SEC and state
and other securities administrators;
(vi) oversee the preparation of proxy and information statements and
any other communications to shareholders;
(vii) with the cooperation of the Trust's counsel, Advisers and other
relevant parties, oversee the preparation and dissemination of
materials for meetings of the Board;
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(viii) oversee the preparation, filing and maintenance of the Trust's
governing documents, including the Trust Instrument, Bylaws and minutes
of meetings of Trustees, Board committees and shareholders;
(ix) oversee registration and sale of Fund shares, to 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 oversee the preparation and distribution to
appropriate parties of notices announcing the declaration of dividends
and other distributions to shareholders;
(xii) review and negotiate on behalf of the Trust normal course of
business contracts and agreements;
(xiii) maintain and review periodically the Trust's fidelity bond and
errors and omission insurance coverage; and
(xiv) 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
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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 management 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.
(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 administrator,
custodian, transfer agent, dividend disbursing agent and fund accountant 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 the Trust; (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.
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(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.
(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 also
may 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.
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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.
(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
--------------------------
Xxxxxx X. Xxxxxxxxx
Trustee
FORUM FINANCIAL SERVICES, INC.
------------------------
Xxxx X. Xxxxxx
President
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NORWEST ADVANTAGE FUNDS
MANAGEMENT AGREEMENT
October 1, 1997
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 0.025%
U.S. Government Fund 0.05%
Treasury Fund 0.05%
Municipal Money Market Fund, Institutional Shares 0.05%
Municipal Money Market Fund, Investor Shares 0.10%
Ready Cash Investment Fund 0.075%
Intermediate Government Income Fund 0.05%
Diversified Bond Fund 0.025%
Stable Income Fund 0.025%
Income Fund 0.05%
Total Return Bond Fund 0.025%
Limited Term Tax-Free Fund 0.05%
Limited Term Government Income 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%
Strategic Income Fund 0.025%
Moderate Balanced Fund 0.025%
Growth Balanced Fund 0.025%
Aggressive Balanced-Equity Fund 0.025%
Income Equity Fund 0.025%
Index 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 Growth Fund 0.025%
Small Company Stock Fund 0.025%
Small Cap Opportunities Fund 0.025%
Contrarian Stock Fund 0.05%
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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