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EX-99.B 5(b)(iii)
ADMINISTRATION AGREEMENT
for certain portfolios of
STAGECOACH INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
February 1, 1994
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between Stagecoach Inc. (the
"Company"), on behalf of each of its portfolios now or hereafter listed on
Schedule I hereto (each, a "Fund"), and Xxxxxxxx Inc. (the "Administrator") as
follows:
1. The Company is a registered open-end management investment
company currently consisting of thirteen investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios (the "Funds"). The Company proposes to engage in the business of
investing and reinvesting the assets of the Funds in the manner and in
accordance with the investment objective and restrictions specified in the
Funds' currently effective prospectuses and statements of additional
information incorporated by reference therein relating to the Funds and the
Company (such prospectuses and such statements of additional information being
collectively referred to as the "Prospectuses") included in the Company's
Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Company under the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933. Copies of the documents referred
to in the preceding sentence have been furnished to the Administrator. Any
amendments to those documents shall be furnished to the Administrator promptly.
2. The Company is engaging the Administrator to provide the
administrative services specified elsewhere in this agreement, subject to the
overall supervision of the Board of Directors of the Company.
3. The Administrator shall, at its expense, provide the
following administrative services in connection with the operations of the
Company and the Funds: (a) furnishing office space and certain facilities
required for conducting the business of the Funds; (b) general supervision of
the operation bof the Funds, including coordination of
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the services performed by the Company's investment adviser, transfer and
dividend disbursing agent, custodians, independent accountants and legal
counsel; regulatory compliance, including the compilation of information for
documents such as reports to, and filings with, the Securities and Exchange
Commission and state securities commissions; and preparation of proxy
statements and shareholder reports for the Company; (c) the compensation of the
Company's directors, officers and employees who are affiliated with the
Administrator; (d) general supervision relating to the compilation of data
required for the preparation of periodic reports on the performance of its
obligations under this agreement and statements of the Funds that are
distributed to the Company's officers and Board of Directors and the
preparation of such additional reports and information as the Company's Board
of Directors or officers shall reasonably request; and (e) all other
administrative services reasonably necessary for the operation of the Funds,
other than those services that are to be provided by the Company's transfer and
dividend disbursing agent.
4. Except as provided in this agreement and the Servicing
Plan, the Administrator shall bear substantially all costs of the operations of
the Company (allocated to the Funds) and the Funds, including the compensation
of its directors who are not affiliated with Xxxxx Fargo Bank, N.A. (the
"Adviser"), the Administrator or any of their affiliates; governmental fees;
interest charges; fees and expenses of its independent accountants, legal
counsel, expenses of preparing and printing any stock certificates,
prospectuses, shareholders' reports, notices, proxy statements and reports to
regulatory agencies; travel expenses of directors, officers and employees;
office supplies; insurance premiums and certain expenses relating to insurance
coverage; trade association membership dues; expenses of shareholders'
meetings; expenses relating to the issuance, registration and qualification of
shares of the Funds; and organizational expenses. Notwithstanding anything to
the contrary, the Administrator shall not be required to bear any cost or
expense which a majority of the disinterested directors of the Company deems to
be an extraordinary expense or brokerage and other expenses connected with the
execution of portfolio transactions. General expenses of the Funds are
allocated among the Funds in a manner proportionate to the net assets of each
Fund, on a transactional basis or on such other basis as the Board of Directors
deems equitable.
5. The Administrator shall give the Company the benefit of the
Administrator's best judgment and efforts in rendering services under this
agreement. As an inducement to the Administrator's undertaking to render these
services, the Company agrees that the Administrator shall not be liable under
this agreement for any mistake in judgment or in any other event whatsoever
except for lack of good faith, provided that nothing in this agreement shall be
deemed to protect or purport to protect the Administrator against any liability
to the Company or its shareholders to which the Administrator would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of the Administrator's duties under this agreement or by reason
of reckless disregard of its obligations and duties hereunder.
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6. In consideration of the services to be rendered by the
Administrator under this agreement, the Company shall pay the Administrator a
monthly fee on the first business day of each month, at the annual rate of
0.10% of the average daily value (as determined on each business day at the
time set forth in the Prospectuses for determining net asset value per share)
of each Fund's net assets during the preceding month. If the fee payable to
the Administrator pursuant to this paragraph 6 begins to accrue after the
beginning of any month or if this agreement terminates before the end of any
month, the fee for the period from the effective date to the end of that month
or from the beginning of that month to the termination date, respectively,
shall be prorated according to the proportion that the period bears to the full
month in which the effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of each Fund's net assets shall be
computed in the manner specified in the Prospectus and the Company's Articles
of Incorporation for the computation of the value of the Fund's net assets in
connection with the determination of the net asset value of Fund shares. For
purposes of this agreement, a "business day" is any day the Company is open for
business.
7. If in any fiscal year the total expenses of a Fund incurred
by, or allocated to, the Fund excluding extraordinary expenses of the Fund, but
including the fees provided for in paragraph 6 and those fees payable under the
Advisory Contract for each Fund's corresponding Series of the Managed Series
Investment Trust, exceed the most restrictive expense limitation applicable to
the Fund imposed by state securities laws or regulations thereunder, as these
limitations may be raised or lowered from time to time, the Administrator shall
waive or reimburse its pro rata portion of such fees, but only to the extent of
the fee hereunder for the fiscal year. For purposes of computing the excess,
if any, over the most restrictive applicable expense limitation, the value of
the Funds' net assets shall be computed in the manner specified in the last
sentence of paragraph 6, and any reimbursements required to be made by the
Administrator shall be made once a year promptly after the end of the Company's
fiscal year.
8. This agreement shall become effective on its execution date
and shall thereafter continue in effect for a period of no less than three
years. Thereafter, this agreement may be terminated at any time with respect
to the Company or any Fund, without the payment of any penalty, by a vote of a
majority of the Company's or the Fund's outstanding voting securities (as
defined in the Act) and by a vote of a majority of the Company's entire Board
of Directors on 60 days' written notice to the Administrator or by the
Administrator with respect to the Company or any Fund on 60 days' written
notice to the Company.
9. Except to the extent necessary to perform the
Administrator's obligations under this agreement, nothing herein shall be
deemed to limit or restrict the right of the Administrator, or any affiliate of
the Administrator, or any employee of the Administrator 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, firm, individual or association.
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10. This agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas.
If the foregoing correctly sets forth the agreement between the
Company and the Administrator, please so indicate by signing and returning to
the Company the enclosed copy hereof.
Very truly yours,
STAGECOACH INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx
Title: Chief Operating Officer
ACCEPTED as of the date
set forth above:
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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SCHEDULE I
Asset Allocation Fund
U.S. Treasury Allocation Fund
LifePath 2000 Series
LifePath 2010 Series
LifePath 2020 Series
LifePath 2030 Series
LifePath 2040 Series
Approved February 1, 1994
Amended October 10, 1995
