EXHIBIT 8 (b)
NORWEST FUNDS
TRANSFER AGENCY AGREEMENT
AGREEMENT, dated as of August 1, 1993 and amended and restated as of
December 8, 1993, between Norwest Funds (the "Trust"), a business trust
organized under the laws of the State of Delaware with its principal place of
business at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and Norwest Bank Minnesota,
N.A. ("Norwest"), a banking association organized under the laws of the United
States of America with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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;
WHEREAS, the Trust desires that Norwest perform certain transfer agency and
related services for each class of each series of the Trust and Norwest is
willing to provide those services on the terms and conditions set forth in this
Agreement; and
WHEREAS, pursuant to a separate agreement between the Trust and Norwest,
Norwest will perform the duties of custodian of the securities and cash of the
Trust;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties do hereby agree as follows:
SECTION 1. APPOINTMENT. The Trust hereby appoints Norwest as its Transfer
Agent and Norwest agrees to act in such capacity upon the terms set forth in
this Agreement.
SECTION 2. DEFINITIONS. Whenever used in this Agreement, the following
terms shall have the meanings specified, insofar as the context will allow:
(a) Act: The term Act shall mean the Investment Company Act of 1940, as
amended from time to time.
(b) Board: The term Board shall mean the Board of Trustees of the Trust.
(c) Class: The term Class shall mean the classes of each Series listed in
Appendix C or any class that the Trust shall subsequently establish; provided,
that Norwest may decline to accept any class subsequently established.
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(d) Custodian; Custodian Agreement: The term Custodian shall mean Norwest
Bank, Minnesota, N.A. or any successor or other custodian acting as such for any
Series of the Trust. The term Custodian Agreement shall mean the agreement or
agreements between the Trust and the Custodian or Custodians providing for
custodial services to the Trust.
(e) Manager: The term Manager shall mean Forum Financial Services, Inc.
or any successor thereto who acts as the manager of the Trust.
(f) Oral Instruction: The term Oral Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Norwest in person or by telephone, vocal telegram or other
electronic means, by a person or persons reasonably believed in good faith by
Norwest to be a person or persons authorized by a resolution of the Board of
Trustees of the Trust to give Oral Instructions on behalf of the Trust. Each
Oral Instruction shall specify whether it is applicable to all of the Trust or
to a specific Series or Class.
(g) Processing Organization: The term Processing Organization shall mean
a financial institution that has entered into an agreement with Norwest in
substantially the form of the agreement appended hereto as Appendix B.
(h) Prospectus: The term Prospectus shall mean the then-current
prospectus forming a part of an effective Registration Statement of the Trust
under the Securities Act of 1933, as amended, and the Act covering the Shares of
a Series or Class as the case may be, as the same may be amended or supplemented
from time to time.
(i) Series: The term Series shall mean each series listed in Appendix C
or any series that the Trust shall subsequently establish; provided, that
Norwest may decline to accept any series subsequently established.
(j) Share Certificates: The term Share Certificates shall mean the
certificates for the Shares.
(k) Shareholders: The term Shareholders shall mean the registered owners
from time to time of the Shares, as reflected on the share registry records of
the Trust.
(l) Shares: The term Shares shall mean the issued and outstanding shares
of beneficial interest, no par value, of the Trust, including any fractions
thereof.
(m) Trust: The term Trust shall mean Norwest Funds.
(n) Valuation Time: The term Valuation Time shall mean, with respect to
each Series, the time at which the Series' net
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asset value is calculated, as disclosed in the Series' Prospectus.
(o) Written Instructions: The term Written Instructions shall mean an
authorization, instruction, approval, item or set of data, or information of any
kind transmitted to Norwest in original writing containing original signatures,
or a copy of such document transmitted by facsimile, including transmission of
such signature, or other mechanical or documentary means at the request of a
person or persons reasonably believed in good faith by Norwest to be a person or
persons authorized by a resolution of the Board to give Written Instructions on
behalf of the Trust. Each Written Instruction shall specify whether it is
applicable to all of the Trust or a specific Series or Class.
SECTION 3. SHARE CERTIFICATES. The Trust shall furnish to Norwest a
supply of blank Share Certificates of each Class of each Series and, from time
to time, will renew such supply upon Norwest's request. Blank Share
Certificates shall be signed manually or by facsimile signatures of officers of
the Trust authorized to sign by the by-laws of the Trust and, if required by
Norwest, shall bear the Trust's seal or a facsimile thereof.
SECTION 4. ISSUANCE OF SHARES. Norwest shall make original issues of
Shares of each Class of each Series in accordance with Section 11 below and the
Trust's then current Prospectus, upon receipt of (i) Written Instructions
requesting the issuance, (ii) a certified copy of a resolution of the Board
authorizing the issuance, (iii) necessary funds for the payment of any original
issue tax applicable to such Shares, and (iv) an opinion of the Trust's counsel
as to the legality and validity of the issuance, which opinion may provide that
it is contingent upon the filing by the Trust of an appropriate notice with the
Securities and Exchange Commission, as required by Rule 24f-2 under the Act. If
the opinion described in (iv) above is contingent upon a filing under Rule 24f-
2, the Trust shall fully indemnify Norwest for any liability arising from the
failure of the Trust to comply with that rule.
SECTION 5. TRANSFER OF SHARES. Transfers of Shares of each Class of each
Series shall be registered on the Shareholder records maintained by Norwest. In
registering transfers of Shares, Norwest may rely upon the Uniform Commercial
Code as in effect in the State of Delaware or any other statutes that, in the
opinion of Norwest's counsel, protect Norwest and the Trust from liability
arising from (i) not requiring complete documentation, (ii) registering a
transfer without an adverse claim inquiry, (iii) delaying registration for
purposes of such inquiry or (iv) refusing registration whenever an adverse claim
requires such refusal. As Transfer Agent, Norwest will be responsible for
delivery to the transferor and transferee of such documentation as is required
by the Uniform Commercial Code.
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SECTION 6. ISSUANCE AND TRANSFER OF SHARE CERTIFICATES. Subject to the
provisions of Section 8, new Share Certificates shall be issued by Norwest upon
surrender of outstanding Share Certificates in the form deemed by Norwest to be
properly endorsed for transfer and satisfactory evidence of compliance with all
applicable laws relating to the payment or collection of taxes. Norwest shall
forward Share Certificates in "non-negotiable" form by first-class or registered
mail, or by whatever means Norwest deems equally reliable and expeditious.
While in transit to the addressee, all deliveries of Share Certificates shall be
insured by Norwest as it deems appropriate. Norwest shall not mail Share
Certificates in "negotiable" form unless requested in writing by the Trust and
fully indemnified by the Trust to Norwest's satisfaction. Norwest may issue new
Share Certificates in place of those lost, destroyed or stolen, upon receiving
indemnity satisfactory to Norwest, and may issue new Share Certificates in
exchange for, and upon surrender of, mutilated Share Certificates as Norwest
deems appropriate. Unless otherwise directed by the Trust, Norwest may issue or
register Share Certificates reflecting the signature, or facsimile thereof, of
an officer who has died, resigned or been removed by the Trust. The Trust shall
file promptly with Norwest approval, adoption or ratification of such action as
may be required by law or Norwest. All share certificates submitted for
transfer or replacement shall be marked "canceled" or destroyed by Norwest
following the issuance in lieu of the Share Certificate of a new or replacement
Share Certificate or shares not evidenced by a Share Certificate.
SECTION 7. MAINTENANCE OF STOCK RECORDS. Norwest shall maintain customary
stock registry records for each Class of each Series, noting the issuance,
transfer or redemption of Shares and the issuance and transfer of Share
Certificates. Norwest will also maintain for each Class of each Series an
account entitled "Unissued Certificate Account" (or similar name) in which it
will record the Shares issued and outstanding from time to time for which
issuance of Share Certificates has not been requested. Norwest is authorized to
keep records for each Class of each Series, containing the names and addresses
of record of Shareholders, and the number of Shares from time to time owned by
them for which no Share Certificates are outstanding. Each Shareholder account
will be assigned a single account number for each Class of each Series, even
though Shares for which Certificates have been issued will be accounted for
separately.
SECTION 8. RECORDS REFLECTING ISSUANCES AND REDEMPTIONS. Norwest shall
issue Share Certificates for Shares only upon receipt of a written request from
a Shareholder. If Shares are purchased without such request, Norwest shall
merely note on its stock registry records the issuance of the Shares and credit
the Unissued Certificate Account and the respective Shareholders' accounts with
the Shares. Whenever Shares owned by Shareholders are surrendered for
redemption, Norwest shall make appropriate
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entries in the stock transfer records and debit the Unissued Certificate
Account, if appropriate, and the record of issued Shares outstanding; and shall
cancel any Share Certificate surrendered for redemption.
SECTION 9. RELIANCE BY NORWEST. In performing its duties hereunder,
Norwest may rely conclusively and act without further investigation upon any
list, instruction, certification, authorization, Share Certificate or other
instrument or paper reasonably believed by it in good faith to be genuine and
unaltered, and to have been signed, countersigned or executed or authorized by a
duly-authorized person or persons, or by the Trust, or upon the advice of
counsel for the Trust or for Norwest. Norwest may record any transfer of Share
Certificates which it reasonably believes in good faith to have been duly-
authorized, or may refuse to record any transfer of Share Certificates if, in
good faith, it deems such refusal necessary in order to avoid any liability on
the part of either the Trust or Norwest. The Trust agrees to indemnify and hold
harmless Norwest from and against any and all losses, claims, damages,
liabilities or expenses that it may suffer or incur by reason of such good faith
reliance, action or failure to act.
SECTION 10. INSPECTION OF RECORDS. Norwest shall notify the Trust of any
request or demand for the inspection of the Trust's share records. Norwest
shall abide by the Trust's instructions for granting or denying the inspection;
provided, however, Norwest may grant the inspection without such instructions if
it is advised by counsel to Norwest that failure to do so will result in
liability to Norwest.
SECTION 11. SHARE PURCHASES; COMPUTATION OF NET ASSET VALUE.
(a) An instruction from a Processing Organization, directing investment of
a specific dollar amount in a Class of a Series shall be deemed to be a
completed purchase order at the time the instruction is received by Norwest,
provided that Federal Funds in respect of the instruction in that amount are
received by Norwest prior to 4:00 p.m., Eastern time, that day, or such other
cut-off time prescribed by the Trust in Oral or Written Instructions, and
provided further that if the cut-off time is on a day other than the day the
instruction is received, the purchase order shall be deemed to be completed at
the time the instruction is received by Norwest, subject to cancellation.
(b) An instruction from a shareholder other than a Processing Organization
directing investment in a Class of a Series shall be deemed to be a completed
purchase order upon receipt by Norwest of Federal Funds in respect of the
instruction in that amount, provided that in the case of a purchase order
accompanied by a check drawn on any member bank of the Federal Reserve System,
Federal Funds shall be deemed to have been
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received upon the lesser of two business days after receipt of the check or upon
the actual time of receipt by Norwest of Federal Funds in respect of the check.
On each Fund Business Day, as soon as possible after each Valuation Time
for a Series, Norwest shall obtain from the Manager a quotation (on which it may
conclusively rely) of the net asset value for each Class of the Series as of
that Valuation Time. Norwest shall use the net asset values determined as of
the Valuation Time to compute the number of Shares of each Class of a Series to
be purchased and the aggregate purchase proceeds to be deposited with the
Custodian based on the completed purchase orders received by Norwest on that day
prior to the Valuation Time for the Series, and Norwest shall thereupon pay the
Custodian the aggregate net asset value of shares of each Class of the Series
purchased for which payment has been received by Norwest. As necessary but no
more frequently than once daily (unless a more frequent basis is agreed to by
Norwest), Norwest shall issue the proper number of Shares to be purchased
pursuant to the preceding sentence and promptly thereafter shall send written
confirmation of such purchase to the Custodian and the Trust or Manager.
Norwest shall also credit each Shareholder's separate account with the number of
Shares purchased by such Shareholder. Norwest shall promptly thereafter mail
written confirmation of the purchase to each Shareholder and to the Trust if
requested. Each confirmation shall indicate the prior Share balance, the new
Share balance, the Shares for which Share Certificates are outstanding (if any),
the amount invested and the price paid for the newly-purchased Shares.
SECTION 12. SHARE REDEMPTIONS. Prior to each Valuation Time for a Series
on each Fund Business Day, as specified in accordance with Section 11 above,
Norwest shall process all requests to redeem Shares of each Class of the Series
in accordance with Section 8. Upon confirmation of the net asset value by the
Manager, Norwest shall notify the Trust and the Custodian of the redemption
amount, apply the redemption proceeds in accordance with Section 13 and the
Prospectus, record the redemption in the stock registry books, and debit the
redeemed Shares from the Unissued Certificates Account, if appropriate, and the
account of the Shareholder and ▇▇▇▇ "canceled" or destroy any Share Certificates
evidencing the redeemed shares.
In lieu of carrying out the redemption procedures described in the
preceding paragraph, Norwest may, at the request of the Trust, sell Shares of
each class of each Series to the Trust as repurchases from Shareholders,
provided that the sale price is not less than the applicable redemption price.
The redemption procedures shall then be appropriately modified. The Trust may
authorize Norwest by Written Instruction to effect any redemptions upon
provision of an indemnity satisfactory in form to Norwest.
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SECTION 13. REDEMPTION PROCEEDS. The proceeds of redemption shall be
remitted by Norwest in accordance with the Prospectus as follows:
(a) By check mailed to the Shareholder at the Shareholder's address of
record. The redemption request and Share Certificates, if any, for Shares being
redeemed must reflect a guarantee of the owner's signature as described in
Section 22; or
(b) By other procedures commonly followed by mutual funds, as set forth
in the Prospectus and in a Written Instruction from the Trust and mutually
agreed upon by the Trust and Norwest. For purposes of redemption of shares of
any Class of any Series that have been purchased by check within fifteen (15)
days prior to receipt of the redemption request, the Trust shall provide
Norwest with Written Instructions concerning the time within which such
requests may be honored. The authority of Norwest to perform its
responsibilities under Sections 12 and 13 shall be suspended if Norwest
receives notice of the suspension of the determination of the Trust's net
asset value.
SECTION 14. DIVIDENDS. Upon the declaration with respect to a Class of
each dividend and capital gain distribution by the Board, the Trust shall notify
Norwest of the date of such declaration, the amount payable per Share, the
record date for determining the Shareholders entitled to payment, and the
payment and reinvestment date. On or before each payment date the Trust will
transfer, or cause the Custodian to transfer, to Norwest the total amount of the
dividend or distribution currently payable. Norwest will, on the designated
payment date, reinvest all dividends and distributions in additional Shares of
the same Class and promptly mail to each Shareholder at his address of record, a
statement showing the number of Shares (rounded to three decimal places) of that
Class then owned by the Shareholder and the net asset value of such Shares, or
transmit such information in accordance with any arrangement between the
Shareholder and Norwest; provided, however, that if a Shareholder elects to
receive dividends and distributions in cash, Norwest shall prepare a check in
the appropriate amount and mail it to the Shareholder at the Shareholder's
address of record within five (5) Fund Business Days after the designated
payment date or transmit the appropriate amount in Federal funds in accordance
with any arrangement between the Shareholder and Norwest.
SECTION 15. RECORDS.
(a) The Trust shall deliver or cause to be delivered over to Norwest (i) an
accurate list of Shareholders of the Trust, showing each Shareholder's address
of record, number of Shares owned and whether such Shares are represented by
outstanding Share Certificates or by non-certificated Share accounts and (ii)
all Shareholder records, files, and other materials necessary or appropriate for
proper performance of the functions assumed by
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Norwest under this Agreement (collectively referred to as the "Materials"). The
Trust shall indemnify and hold harmless Norwest from and against any and all
losses, claims, damages, liabilities or expenses arising out of or in connection
with any error, omission, inaccuracy or other deficiency of the Materials, or
out of the failure of the Trust to provide any portion of the Materials or to
provide any information in the Trust's possession needed by Norwest to
knowledgeably perform its functions.
(b) Norwest shall prepare and maintain or cause to be prepared and
maintained records in such form for such periods and in such locations as may be
required by applicable regulations, all documents and records relating to the
services provided to the Trust pursuant to this Agreement required to be
maintained pursuant to the Act, rules and regulations of the Securities and
Exchange Commission, the Internal Revenue Service and any other national, state
or local government entity with jurisdiction over the Trust.
SECTION 16. COOPERATION WITH INDEPENDENT ACCOUNTANTS. Norwest shall
cooperate with the Trust's independent public accountants and shall take
reasonable action to make all necessary information available to such
accountants for the performance of their duties.
SECTION 17. OTHER SERVICES. In addition to the services described above,
Norwest will perform other services for the Trust as mutually agreed upon in
writing from time to time, including but not limited to preparing and filing
federal tax forms with the Internal Revenue Service, mailing federal tax
information to Shareholders, mailing Shareholder reports, preparing the annual
list of Shareholders, mailing notices of Shareholders' meetings, proxies and
proxy statements and tabulating proxies. Norwest shall answer certain
Shareholder inquiries related to their share accounts and other correspondence
requiring an answer from the Trust. Norwest shall maintain dated copies of
written communications from Shareholders, and replies thereto.
SECTION 18. REQUIRED PERFORMANCE ON FUND BUSINESS DAY. Nothing contained
in this Agreement is intended to or shall require Norwest, in any capacity
hereunder, to perform any functions or duties on any day other than a Fund
Business Day. Functions or duties normally scheduled to be performed on any day
which is not a Fund Business Day shall be performed on, and as of, the next Fund
Business Day, unless otherwise required by law.
SECTION 19. COMPENSATION. The Trust agrees to pay to Norwest compensation
for its services as set forth in Appendix A attached hereto, or as shall be set
forth in written amendments to Appendix A approved by the Trust and Norwest from
time to time. Such amounts will be computed and paid monthly in arrears by the
Trust. Except as permitted by this Agreement with regard
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to indemnity, the foregoing fee shall be full and complete compensation and
reimbursement for all Norwest's expenses incurred in connection with the
services contemplated by this Agreement, and Norwest shall be entitled to no
additional expense reimbursement or other payments of any nature.
SECTION 20. TAXES. Norwest shall not be liable for any taxes, assessments
or governmental charges that may be levied or assessed on any basis whatsoever
in connection with the Trust or any Shareholder, excluding taxes assessed
against Norwest for compensation received by it hereunder.
SECTION 21. STANDARD OF CARE; LIABILITY. Norwest shall, at all times, act
in good faith and shall use whatever methods it deems appropriate to ensure the
accuracy of all services performed under this Agreement. Norwest shall not be
liable for any non-negligent action taken in good faith and reasonably believed
by Norwest to be within the powers conferred upon it by this Agreement. The
Trust shall indemnify Norwest and hold it harmless from and against any and all
losses, claims, damages, liabilities or expenses (including reasonable expenses
for legal counsel) arising directly or indirectly out of or in connection with
this Agreement; provided such loss, claim, damage, liability or expense is not
the direct result of Norwest's negligence or willful misconduct, and provided
further that Norwest shall give the Trust notice and reasonable opportunity to
defend against any such loss, claim, damage, liability or expense in the name of
the Trust or Norwest, or both. The Trust will be entitled to assume the defense
of any suit brought to enforce any such claim or demand, and to retain counsel
of good standing chosen by the Trust and approved by Norwest, such approval not
to be unreasonably withheld. In the event the Trust does elect to assume the
defense of any such suit and retain counsel of good standing approved by
Norwest, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them; but in case the
Trust does not elect to assume the defense of any such suit, or in case Norwest
does not approve of counsel chosen by the Trust or Norwest has been advised that
it may have available defenses or claims which are not available or conflict
with those available to the Trust, the Trust will reimburse Norwest, its
officers or directors or the controlling person or persons named as defendant or
defendants in such suit, for the fees and expenses of any counsel retained by
Norwest or them. Norwest may, at any time, waive its right to indemnification
hereunder and assume its own defense. Without limiting the foregoing:
(a) Norwest may rely upon the advice of the Trust or counsel to the Trust
or Norwest, and upon statements of accountants, brokers and other persons
believed by Norwest in good faith to be expert in the matters upon which are
consulted. Norwest shall not be liable for any action taken in good faith
reliance upon such advice or statements;
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(b) Norwest shall not be liable for any action reasonably taken in good
faith reliance upon any Written Instructions or certified copy of any resolution
of the Board; provided, however, that upon receipt of a Written Instruction
countermanding a prior Instruction that has not been fully executed by Norwest,
Norwest shall verify the content of the second Instruction and honor it, to the
extent possible. Norwest may rely upon the genuineness of any such document, or
copy thereof, reasonably believed by Norwest in good faith to have been validly
executed;
(c) Norwest may rely, and shall be protected by the Trust in acting, upon
any signature, instruction, request, letter of transmittal, certificate, opinion
of counsel, statement, instrument, report, notice, consent, order, or other
paper or document reasonably believed by it in good faith to be genuine and to
have been signed or presented by the proper party or parties; and
(d) Norwest may, with the consent of the Trust, subcontract the
performance of all, or any portion of, the services to be provided hereunder
with respect to any Shareholder or group of Shareholders to any Processing
Organization or agent of Norwest and may reimburse any such Processing
Organization or agent for the services it performs; provided that no such
reimbursement will increase the amount payable by the Trust pursuant to this
Agreement.
SECTION 22. SIGNATURE GUARANTEES. UPON RECEIPT OF WRITTEN INSTRUCTIONS,
NORWEST IS AUTHORIZED TO MAKE PAYMENT UPON REDEMPTION OF SHARES OR OTHERWISE
EFFECT ANY TRANSACTION OR CLASS OF TRANSACTION WITHOUT A SIGNATURE GUARANTEE,
AND THE TRUST HEREBY AGREES TO INDEMNIFY AND HOLD NORWEST HARMLESS FROM ANY AND
ALL EXPENSES, DAMAGES, CLAIMS, SUITS, LIABILITIES, ACTIONS, DEMANDS OR LOSSES
WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH SUCH PAYMENT OR TRANSACTIONS IF
MADE IN ACCORDANCE WITH SUCH WRITTEN INSTRUCTIONS. SIGNATURE GUARANTEES MAY BE
PROVIDED BY ANY ELIGIBLE INSTITUTION, AS DEFINED IN RULE 17AD-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, THAT IS AUTHORIZED TO GUARANTEE SIGNATURES, AND
IS ACCEPTABLE TO NORWEST.
SECTION 23. ADOPTION OF PROCEDURES. The parties hereto may adopt
procedures as may be appropriate or practical under the circumstances, and
Norwest may conclusively rely on the determination of the Trust that any
procedure that has been approved by the Trust does not conflict with or violate
any requirement of its Trust Instrument, By-Laws or Registration Statement, or
any rule, regulation or requirement of any regulatory body.
SECTION 24. TRUST BOARD RESOLUTIONS. The Trust shall file with Norwest a
certified copy of the operative resolution of the
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Board authorizing the execution of Written Instructions or the transmittal of
Oral instructions.
SECTION 25. RETURNED CHECKS. In the event that any check or other order
for the payment of money is returned unpaid for any reason, Norwest shall
promptly notify the Trust of the non-payment.
SECTION 26. NOTICES. Any notice or other communication required by or
permitted to be given in connection with this Agreement shall be in writing and
shall be delivered in person, or by first-class mail, postage prepaid, or by
overnight or two-day private mail service to the respective party. Notice to
the Trust shall be given as follows until further notice:
Norwest Funds
c/o Forum Financial Services, Inc.
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Notice to Norwest shall be given as follows until further notice:
Institutional Custody Services
Norwest Bank Minnesota, N.A.
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SECTION 27. REPRESENTATIONS AND WARRANTIES. The Trust represents and
warrants to Norwest that the execution and delivery of this Agreement by the
undersigned officer of the Trust has been duly and validly authorized by
resolution of the Board. Norwest represents and warrants to the Trust that the
execution and delivery of this Agreement by the undersigned officer of Norwest
has also been duly and validly authorized.
SECTION 28. EFFECTIVENESS, DURATION AND TERMINATION. This Agreement may
be executed in more than one counterpart, each of which shall be deemed to be an
original, and shall become effective on the date hereof. 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 twelve-month periods; provided that such
continuance is specifically approved at least annually by the Board and by a
majority of the Trustees who are not parties to this Agreement or interested
persons of any such party.
Either party may terminate this Agreement upon sixty (60) days written
notice to the other, such termination to take effect at the time specified in
the notice. Upon receiving notice of termination by Norwest, the Trust shall
use its best efforts to obtain a successor transfer agent. If a successor
transfer agent is not appointed prior to the date of termination, the Board
shall designate the Trust as its transfer agent. Upon receipt of
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written notice from the Trust of the appointment of the successor transfer
agent and upon receipt of Oral or Written Instructions Norwest shall, upon
request of the Trust and the successor transfer agent and upon payment of
Norwest's reasonable charges and disbursements, promptly transfer to the
successor transfer agent the original or copies of all books and records
maintained by Norwest hereunder including, in the case of records maintained on
computer systems, copies of such records in machine-readable form, and shall
cooperate with, and provide reasonable assistance to, the successor transfer
agent in the establishment of the books and records necessary to carry out the
successor transfer agent's responsibilities hereunder.
SECTION 29. MISCELLANEOUS.
(a) This Agreement shall extend to and shall bind the parties hereto and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by the Trust without the written consent of Norwest or
by Norwest without the written consent of the Trust. Notwithstanding the
foregoing, either party may assign this Agreement without the consent of the
other party so long as the assignee is an affiliate of or successor to the
parent or subsidiary of the assigning party and is qualified to act under the
Act.
(b) This Agreement shall be governed and construed in accordance with the
laws of the State of Minnesota.
(c) The captions inserted herein are for convenience of reference and
shall not affect, in any way, the meaning or interpretation of this Agreement.
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 FUNDS
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
NORWEST BANK MINNESOTA, N.A.
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Executive Vice President
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NORWEST FUNDS
TRANSFER AGENCY AGREEMENT
APPENDIX A
Fee as a % of
the Annual Average Daily
Funds (Classes) of the Trust Net Assets of the Class
---------------------------- -----------------------
Each Class of each Series
not otherwise listed 0.25%
Municipal Money Market Fund
Institutional Class 0.10%
Ready Cash Investment Fund
Institutional Class 0.10%
Advantage Class 0.10%
NORWEST FUNDS
TRANSFER AGENCY AGREEMENT
APPENDIX B
[Norwest Bank Minnesota, N.A. Letterhead]
(date)
[Processing Organization]
[Address]
[City, State Zip]
Ladies and Gentlemen:
As is disclosed in the current prospectuses of Norwest Funds (the "Trust"),
we propose to make payments to you with respect to [sub-transfer agency]
[shareholder servicing, administrative accounting] services provided to us by
you or by your agents in connection with your purchase and redemption of the
Trust's shares at the direction of, and as agent for, your customers.
Accordingly, you agree that you will perform the services described in
Exhibit A hereto and that you will bear all expenses incurred by you in
performing these services. As compensation for these services, we will pay you,
on a monthly basis, fees as shall be agreed between us from time to time (the
"Payments").
By executing this letter below, you represent to us and to the Trust that
you will comply with all recordkeeping, reporting, account maintenance and other
requirements imposed on you by applicable state and federal laws in connection
with the services you are undertaking to perform on the Trust's behalf and with
respect to your receipt of the Payments, including any requirement you may have
to disclose to your customers your receipt, and the amount, of the Payments.
By executing this letter you also represent to us that to the extent
required by the Internal Revenue Code of 1986 and applicable Internal Revenue
Service regulations you will (i) obtain and maintain for each customer for which
you maintain an account and, unless otherwise agreed to, for each customer to
whom you otherwise provide service, a certified taxpayer identification number
and (ii) prepare and distribute all Form 1099s and Individual Retirement Account
reporting forms to each of your or your affiliates' customers who hold Fund
shares through an omnibus account with us.
You understand that the arrangements covered by this Agreement may be
terminated or modified at any time by written notice given by you or us, and
that any failure by you to conform to the agreements and undertakings made
herein will result in the discontinuance of the Payments. You understand also
that the Payments may be subject to modification or discontinuance at any time
to enable the Trust, us or you to comply with any regulatory requirements or
policy positions which may be imposed or adopted in the future by any
governmental authority with jurisdiction over you, us or the Trust.
If you agree to the terms hereof, please execute both copies of this letter
and return one executed copy to us.
Very truly yours,
Name: ________________________
Title:________________________
[Processing Organization]
Name: ________________________
Title:________________________
Date:_________________________
B-2
Exhibit A
Services to be Performed
[Cross out those not applicable]
Maintain customer account detail for Trust shares held as agent for customers.
Issue and deliver periodic statements to customers.
Break down daily dividend accruals and apply them to customer account records.
Receive, break down and pay or, at customers' direction, consolidate and
reinvest customer dividends on monthly payment date.
Consolidate and remit to the Trust customer monies in connection with their
purchases of Trust shares.
Receive from the Trust and break down and remit to customers monies associated
with their redemption of Trust shares.
Maintain all proof procedures between customer sub-accounts and the central
account with the Trust.
Assist customers in initiating and changing Trust account designation and
addresses, and verify customer signatures in connection with changes in account
registration.
Perform all special mailings to customers required by the Trust, such as annual
prospectus mailings, proxy solicitations, and semi-annual and annual reports.
Perform all customer service functions for the Trust, including responding to
telephone inquiries and requests.
Fill all customer requests (other than initial requests) for prospectuses and
statements of additional information.
Receive and process customer registration forms.
Retain records regarding the services to be performed, as required by applicable
law and regulations.
NORWEST FUNDS
TRANSFER AGENCY AGREEMENT
APPENDIX C
Series Class
------ -----
Cash Investment Fund Only One Class
B-3
U.S. Government Fund Only One Class
Treasury Fund Only One Class
Ready Cash Investment Fund Investor Class
Exchange Class
Advantage Class
Institutional Class
Municipal Money Market Fund Investor Class
Institutional Class
ValuGrowth Stock Fund Trust Class
Investor A Class
Investor B Class
Income Stock Fund Trust Class
Investor A Class
Investor B Class
Government Income Fund Trust Class
Investor A Class
Investor B Class
Income Fund Trust Class
Investor A Class
Investor B Class
Adjustable U.S. Government
Reserve Fund Trust Class
Investor A Class
Investor B Class
Total Return Bond Fund Trust Class
Investor A Class
Investor B Class
Tax-Free Income Fund Trust Class
Investor A Class
Investor B Class
Series Class
------ -----
Minnesota Tax-Free Fund Trust Class
Investor A Class
Investor B Class
Colorado Tax-Free Fund Trust Class
Investor A Class
Investor B Class
Arizona Tax-Free Fund Trust Class
-4-
Investor A Class
Investor B Class
Small Company Stock Fund Trust Class
Investor A Class
Investor B Class
Contrarian Stock Fund Trust Class
Investor A Class
Investor B Class
Diversified Equity Fund Advantage Class
Growth Equity Fund Advantage Class
Large Company Growth Fund Advantage Class
Small Company Growth Fund Advantage Class
International Fund Advantage Class
Income Equity Fund Advantage Class
Index Fund Advantage Class
Conservative Balanced Fund Advantage Class
Moderate Balanced Fund Advantage Class
Growth Balanced Fund Advantage Class
Intermediate U.S. Government Fund Advantage Class
Managed Fixed Income Fund Advantage Class
Stable Income Fund Advantage Class
-3-