Exhibit (h)(1)
NORWEST ADVANTAGE FUNDS
MANAGEMENT AGREEMENT
August 1, 1997
Amended June 1, 1999
AGREEMENT made this 1st day of August, 1997, as amended on this 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 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-nine 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 Investment Management,
Inc., each Fund's investment adviser, or any other investment adviser or
investment subadviser to a Fund (each an "Adviser"), or Norwest Bank Minnesota,
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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
(b) 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;
(c) 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;
(d) 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;
(e) 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;
(f) 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;
(g) oversee the preparation of proxy and information statements and any other
communications to shareholders;
(h) 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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(i) 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;
(j) 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;
(k) 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;
(l) 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;
(m) review and negotiate on behalf of the Trust normal course of business
contracts and agreements;
(n) maintain and review periodically the Trust's fidelity bond and errors and
omission insurance coverage; and
(o) advise the Trust and the Board on matters concerning the Trust and its
affairs.
(p) 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
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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 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
By: __________________________
Xxxxxx X. Xxxxxxxxx
Trustee
FORUM FINANCIAL SERVICES, INC.
By:________________________
Xxxxx X. Xxxxxxxxx
Secretary
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NORWEST ADVANTAGE FUNDS
MANAGEMENT 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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