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EXHIBIT 99.B9(c)
STAGECOACH TRUST
SERVICING PLAN
CLASS B SHARES
Section 1. Each of the proper officers of Stagecoach Trust (the
"Trust") is authorized to execute and deliver, in the name and on behalf of the
Trust, written agreements based substantially on the form attached hereto as
Exhibit A or any other form duly approved by the Trust's Board of Trustees
("Agreements") with broker/dealers, banks and other financial institutions that
are dealers of record or holders of record or which have a servicing
relationship with the beneficial owners of Class B shares ("Servicing Agents")
of the Trust's Funds listed on the attached Appendix (each a "Fund"). Pursuant
to such Agreements, Servicing Agents shall provide support services as set
forth therein to their clients who beneficially own Class B shares of the Fund
in consideration of a fee, computed monthly in the manner set forth in the
Fund's then current prospectus, at an annual rate of up to 0.20% of the average
daily net asset value of the Class B shares beneficially owned by or
attributable to such clients. The Trust's distributor, administrator and
adviser, if any, and their respective affiliates are eligible to become
Servicing Agents and to receive fees under this Servicing Plan. All expenses
incurred by the Fund in connection with the Agreements and the implementation
of this Servicing Plan shall be borne entirely by the holders of the Class B
shares of the Fund.
Section 2. The Trust's administrator shall monitor the arrangements
pertaining to the Trust's Agreements with Servicing Agents. The Trust's
administrator shall not, however, be obligated by this Servicing Plan to
recommend, and the Trust shall not be obligated to execute, any Agreement with
any qualifying Servicing Agents.
Section 3. So long as this Servicing Plan is in effect, the Trust's
administrator shall provide to the Trust's Board of Trustees, and the Trustees
shall review, at least quarterly, a written report of the amounts expended
pursuant to this Servicing Plan and the purposes for which such expenditures
were made.
Section 4. The Plan shall be effective on the date upon which it is
approved by "vote of a majority of the outstanding voting securities," as
defined in the Investment Company Act of 1940, as amended, and rules and
regulations thereunder, of Class B shares of the Fund and a majority of the
Trustees of the Trust, including a majority of the Qualified Trustees, pursuant
to a vote cast in person at a meeting or meetings called for the purpose of
voting on the approval of the Plan, or on the date the Fund commences
operations, if such date is later.
Section 5. Unless sooner terminated, this Servicing Plan (and each
related agreement) shall continue in effect for a period of one year from its
date of approval and shall continue thereafter for successive annual periods,
provided that such Plan is not specifically terminated by a majority of the
Board of Trustees, including a majority of the
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Trustees who are not "interested persons," as defined in the Investment Company
Act of 1940, of the Trust and have no direct or indirect financial interest in
the operation of this Servicing Plan or in any Agreement related to this
Servicing Plan (the "Disinterested Trustees") cast in person at a meeting called
for the purpose of voting on such approval.
Section 6. This Servicing Plan may be amended at any time with
respect to the Fund by the Trust's Board of Trustees, provided that any
material amendment of the terms of this Servicing Plan (including a material
increase of the fee payable hereunder) shall become effective only upon the
approvals set forth in Section 5.
Section 7. This Servicing Plan is terminable at any time with respect
to the Fund by vote of a majority of the Disinterested Trustees.
Section 8. While this Servicing Plan is in effect, the selection and
nomination of the Disinterested Trustees shall be committed to the discretion
of such Disinterested Trustees.
Section 9. Notwithstanding anything herein to the contrary, the Fund
shall not be obligated to make any payments under this Plan that exceed the
maximum amounts payable under Article III, Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
Section 10. The Trust will preserve copies of this Servicing Plan,
Agreements, and any written reports regarding this Servicing Plan presented to
the Board of Trustees for a period of not less than six years.
Dated: October 24, 1996
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APPENDIX
LifePath 2010 Fund
LifePath 2020 Fund
LifePath 2030 Fund
LifePath 2040 Fund
Approved: October 24, 1996
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