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EX-99.B5(a)(i)(B)
SUB-ADVISORY CONTRACT
Asset Allocation Fund
a portfolio of
STAGECOACH FUNDS, INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
January 1, 1996
BZW Barclays Global Fund Advisors
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Sirs:
This will confirm the agreement by and among Xxxxx Fargo Bank, N.A. (the
"Adviser"), Stagecoach Funds, Inc. (the "Company"), on behalf of the Asset
Allocation Fund (the "Fund"), and BZW Barclays Global Fund Advisors (the
"Sub-Adviser") 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
Company proposes to engage in the business of investing and reinvesting the
assets of the Fund in the manner and in accordance with the investment
objective and restrictions specified in the Company's currently effective
Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Company under the Investment Company Act of 1940 (the
"Act") and the Securities Act of 1933. Copies of the Registration Statement
have been furnished to the Sub-Adviser. Any amendments to the Registration
Statement shall be furnished to the Sub-Adviser promptly.
2. The Company has engaged the Adviser to manage the investing and
reinvesting of the assets of the Fund and to provide the advisory services
specified elsewhere in the Advisory Contract between the Company and the
Adviser, dated as of January 2, 1992, subject to the overall supervision of the
Board of Directors of the Company. Pursuant to an administration agreement
between the Company, on behalf of the Fund, and an administrator (the
"Administrator"), the Company has engaged the Administrator to provide the
administrative services specified therein.
3. (a) The Adviser hereby employs the Sub-Adviser to perform for the Fund
certain advisory services and the Sub-Adviser hereby accepts such employment.
The Adviser shall retain the authority to establish and modify, from time to
time, the investment strategies and approaches to be followed by the
Sub-Adviser, subject, in all respects, to the supervision and direction of the
Company's Board of Directors and subject to compliance with the investment
objectives, policies and restrictions set forth in the Registration Statement.
(b) Subject to the overall supervision and control of the Adviser and
the Company, the Sub-Adviser shall be responsible for investing and reinvesting
the Fund's assets in a manner consistent with the investment strategies and
approaches referenced in subparagraph (a), above. In this regard, the
Sub-Adviser, in accordance with the investment objectives, policies and
restrictions set forth in the Registration Statement, the Act and the
provisions of the Internal Revenue Code of 1986 relating to investment
companies, shall be responsible for implementing and monitoring the performance
of the investment model employed with respect to the Fund and shall furnish to
the Adviser periodic reports on the investment activity and performance of the
Fund. The Sub-Adviser shall also furnish such additional reports and
information as the Adviser and the Company's Board of Directors and officers
shall reasonably request.
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(c) The Sub-Adviser shall, at its expense, employ or associate with
itself such persons as the Sub-Adviser believes appropriate to assist it in
performing its obligations under this contract.
4. The Adviser shall be responsible for the Sub-Adviser's fees for its
services hereunder. The Sub-Adviser agrees that it shall have no claim against
the Company or the Fund respecting compensation under this contract. In
consideration of the services to be rendered by the Sub-Adviser under this
contract, the Adviser shall pay the Sub-Adviser a monthly fee on the first
business day of each calendar month, at the annual rate of 0.20% of the average
daily value (as determined on each day that such value is determined for the
Fund at the time set forth in the Registration Statement for determining net
asset value per share) of the Fund's net assets during the preceding month. If
the monthly fee payable to the Sub-Adviser pursuant to this Paragraph 4 begins
to accrue on a day after the first day of any month or if this contract
terminates before the end of any month, the fee for the period from the
effective date to the end of the month or from the beginning of that month to
the termination date, shall be prorated according to the proportion that such
period bears to the full month in which the effectiveness or termination
occurs. For purposes of calculating the monthly fee, the value of the Fund's
net assets shall be computed in the manner specified in the Registration
Statement and the Company's Articles of Incorporation, each as amended from
time to time, 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.
5. The Sub-Adviser shall give the Company the benefit of the
Sub-Adviser's best judgment and efforts in rendering services under this
contract. As consideration and as an inducement to the Sub-Adviser's
undertaking to render these services, the Company and the Adviser agree that
the Sub-Adviser shall not be liable under this contract for any mistake in
judgment or in any other event whatsoever except for lack of good faith,
provided that nothing in this contract shall be deemed to protect or purport to
protect the Sub-Adviser against any liability to the Adviser, the Company or
its shareholders to which the Sub-Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Sub-Adviser's duties under this contract or by reason of reckless disregard of
its obligations and duties hereunder.
6. This contract shall become effective as of its execution date and
shall thereafter continue in effect, provided that this contract shall continue
in effect for a period of more than two years from the date hereof only so long
as the continuance is specifically approved at least annually (a) by the vote
of a majority of the Fund's outstanding voting securities (as defined in the
Act) or by the Company's Board of Directors and (b) by the vote, cast in person
at a meeting called specifically for the purpose of continuing this
Sub-Advisory Contract, of a majority of the Company's Directors who are not
parties to this contract or "interested persons" (as defined in the Act) of any
such party. This contract may be terminated, upon 60 days' written notice to
the Sub-Adviser, by the Company, without the payment of any penalty, by a vote
of a majority of the Fund's outstanding voting securities (as defined in the
Act) or by a vote of a majority of the Company's entire Board of Directors. The
Sub-Adviser may terminate this contract on 60 days' written notice to the
Adviser and the Company. This contract shall terminate automatically in the
event of its assignment (as defined in the Act).
7. Except to the extent necessary to perform the Sub-Adviser's
obligations under this contract, nothing herein shall be deemed to limit or
restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or
any employee of the Sub-Adviser, 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.
8. The Sub-Adviser and the Company each agree that the word "Stagecoach",
which comprises a component of the Company's name, is a property right of the
parent of the Adviser. The Company and the Sub-Adviser agree and consent that
the use of such word is subject to the provisions set forth in the Advisory
Contract between the Adviser and the Company.
9. This contract shall be governed by and construed in accordance with
the laws of the State of California.
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If the foregoing correctly sets forth the agreement between the Company,
the Adviser and the Sub-Adviser, please so indicate by signing and returning to
the Company the enclosed copy hereof.
Very truly yours,
XXXXX FARGO BANK, N.A.
By: /s/ XXXXXXXXX X. XXXXXXXXX
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Name: Xxxxxxxxx X. Xxxxxxxxx
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Title: Vice President
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By: /s/ XX XXXXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxxxx
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Title: Executive Vice President
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ACCEPTED as of the date
set forth above:
STAGECOACH FUNDS, INC.
on behalf of the Asset Allocation Fund
By: /s/ X.X. XXXXX, XX.
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Name: Xxxxxxx X. Xxxxx, Xx.
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Title: Chief Operating Officer
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BZW BARCLAYS GLOBAL FUND ADVISORS
Name: /s/ Xxxxxx X. Xxxxxxxx
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By: Xxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
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By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
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Title: Senior Counsel, Assistant Secretary
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