EX-99.B9(a)(i)
ADMINISTRATION AGREEMENT
STAGECOACH FUNDS, INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
THIS AGREEMENT is made as of this 1st day of February, 1997, by and
between the Stagecoach Funds, Inc., a Maryland corporation ("Stagecoach") and
Xxxxx Fargo Bank, N.A., a national banking association ("Xxxxx Fargo").
WHEREAS, Stagecoach is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, Stagecoach desires to retain Xxxxx Fargo to render certain
administrative services to Stagecoach's investment portfolios listed in Appendix
A (individually, a "Fund" and collectively, the "Funds"), and Xxxxx Fargo is
willing to render such services; and
WHEREAS, Stagecoach is retaining Xxxxxxxx Inc. pursuant to a separate
Co-Administration Agreement with Stagecoach and Xxxxx Fargo to provide certain
other administrative services.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed by the parties as follows:
1. Appointment. Stagecoach hereby appoints Xxxxx Fargo to act as
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Administrator of the Funds, and Xxxxx Fargo hereby accepts such appointment and
agrees to render such services and duties set forth in Paragraph 3, for the
compensation and on the terms herein provided. Each new investment portfolio
established in the future by Stagecoach shall automatically become a "Fund" for
all purposes hereunder as if it were listed in Appendix A, absent written
notification to the contrary by either Stagecoach or Xxxxx Fargo.
2. Delivery of Documents. Stagecoach shall furnish to, or cause to
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be furnished to, Xxxxx Fargo originals of, or copies of, all books, records, and
other documents and papers related in any way to the administration of
Stagecoach.
3. Duties as Administrator. Xxxxx Fargo shall, at its expense,
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provide the following administrative services in connection with the operations
of Stagecoach and the Funds:
(a) maintain and preserve the records of the Funds, including
financial and corporate records;
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(b) track authorized vs. issued shares;
(c) furnish statistical and research data;
(d) coordinate (or assist in) the preparation and filing with the U.S.
Securities and Exchange Commission of registration statements, notices, reports,
and other material required to be filed under applicable laws;
(e) coordinate (or assist in) the preparation of reports and other
information materials regarding the Funds including proxies and other
shareholder communications, and review prospectuses;
(f) prepare expense table information for annual updates;
(g) provide legal and regulatory advice to the Funds in connection
with its other administrative functions;
(h) provide office facilities and clerical support for the Funds;
(i) develop and implement procedures for monitoring compliance with
regulatory requirements and compliance with the Funds' investment objectives,
policies and restrictions;
(j) provide liaison with the Funds' independent auditors;
(k) prepare and file tax returns;
(l) review payments of Fund expenses;
(m) prepare expense budgeting and accruals;
(n) provide communication, coordination, and supervision services with
regard to the Funds' transfer agent, custodian, fund accountant, co-
administrator, and other service organizations that render recordkeeping or
shareholder communication services;
(o) provide information to the Funds' distributor concerning fund
performance and administration;
(p) assist Stagecoach in the development of additional investment
portfolios;
(q) provide reports to the Funds' board of directors regarding its
activities;
(r) assist in the preparation and assembly of meeting materials,
including comparable fee information, as required, for the Funds' board of
directors;
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(s) provide shareholder services through a toll-free telephone number
and/or an electronic medium; and
(t) provide any other administrative services reasonably necessary for
the operation of the Funds other than those services that are to be provided by
Xxxxxxxx pursuant to its Co-Administration Agreement with Stagecoach and Xxxxx
Fargo, and by Stagecoach's transfer and dividend disbursing agent, custodian,
and fund accountant, provided that nothing in this Agreement shall be deemed to
require Xxxxx Fargo to provide any services that may not be provided by it under
applicable banking laws and regulations.
In performing all services under this agreement, Xxxxx Fargo shall:
(a) act in conformity with Stagecoach's Articles of Incorporation and By-Laws,
the 1940 Act, and any other applicable laws as may be amended from time to time;
and Stagecoach's registration statement under the Securities Act of 1933 and the
1940 Act, as may be amended from time to time; (b) consult and coordinate with
legal counsel to Stagecoach as necessary and appropriate; and (c) advise and
report to Stagecoach and its legal counsel, as necessary and appropriate, with
respect to any compliance or other matters that come to its attention.
In connection with its duties under this Paragraph 3, Xxxxx Fargo may,
at its own expense, enter into sub-administration agreements with other service
providers, provided that each such service provider agrees with Xxxxx Fargo to
comply with all relevant provisions of the 1940 Act, the Investment Advisers Act
of 1940, any other applicable laws as may be amended from time to time, and all
relevant rules thereunder. Xxxxx Fargo will provide Stagecoach with a copy of
each sub-administration agreement it executes relating to Stagecoach. Xxxxx
Fargo will be liable for acts or omissions of any such sub-administrators under
the standards of care described herein under Paragraph 5.
In performing its services under this agreement, Xxxxx Fargo shall
cooperate and coordinate with Xxxxxxxx as necessary and appropriate and shall
provide such information to Xxxxxxxx as is reasonably necessary or appropriate
for Xxxxxxxx to perform its obligations to Stagecoach.
4. Compensation. In consideration of the administration services to
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be rendered by Xxxxx Fargo under this agreement, Stagecoach shall pay Xxxxx
Fargo a monthly fee at the annual rate of 0.04% of the average daily value (as
determined on each business day at the time set forth in the Prospectus for
determining net asset value per share) of the Funds' net assets during the
preceding month. If the fee payable to Xxxxx Fargo pursuant to this Paragraph 4
begins to accrue before the end 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
Stagecoach's Articles of Incorporation for the computation of the value of the
Fund's net assets in connection with the determination of the net
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asset value of Fund shares. For purposes of this agreement, a "business day" is
any day that Stagecoach is open for trading.
5. Limitation of Liability; Indemnification.
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(a) Xxxxx Fargo shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Stagecoach in connection with the
performance of its obligations and duties under this agreement, except a loss
resulting from Xxxxx Fargo's willful misfeasance, bad faith, or negligence in
the performance of its obligations and duties or that of its agents or sub-
administrators, or by reason of its or their reckless disregard thereof. Any
person, even though also an officer, director, employee or agent of Xxxxx Fargo,
shall be deemed, when rendering services to Stagecoach or acting on any business
of Stagecoach (other than services or business in connection with Xxxxx Fargo's
duties as Administrator hereunder) to be acting solely for Stagecoach and not as
an officer, director, employee, or agent or one under the control or discretion
of Xxxxx Fargo even though paid by it.
(b) Stagecoach, on behalf of each Fund, will indemnify Xxxxx Fargo
against and hold it harmless from any and all losses, claims, damages,
liabilities, or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action, or suit relating to the particular
Fund and not resulting from willful misfeasance, bad faith, or negligence of
Xxxxx Fargo or its agents or sub-administrators in the performance of such
obligations and duties, or by reason of its or their reckless disregard thereof.
Xxxxx Fargo will not confess any claim or settle or make any compromise in any
instance in which Stagecoach will be asked to provide indemnification, except
with Stagecoach's prior written consent. Any amounts payable by Stagecoach
under this Paragraph 5(b) shall be satisfied only against the assets of the Fund
involved in the claim, demand, action, or suit and not against the assets of any
other Fund.
6. Stagecoach expenses. Except as provided in each of Stagecoach's
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advisory contracts and its co-administration and distribution agreements with
Xxxxxxxx, Stagecoach shall bear all costs of its operations, including the
compensation of its directors who are entitled to receive compensation; advisory
and administration fees; payments of distribution-related expenses pursuant to
any Rule 12b-1 Plan under the 1940 Act; governmental fees; interest charges;
taxes; fees and expenses of its independent accountants, legal counsel, transfer
agent and dividend disbursing agent; expenses of redeeming shares; expenses of
preparing and printing prospectuses (except the expense of printing and mailing
prospectuses used for promotional purposes, unless otherwise payable pursuant to
a Rule 12b-1 Plan), 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; brokerage and other expenses
connected with the execution of portfolio securities transactions; fees and
expenses of any custodian, including those for keeping books and accounts and
calculating the net asset value per share of the Funds; expenses of
shareholders' meetings; expenses relating to the issuance, registration and
qualification of shares of the Funds; pricing services, if any; organizational
expenses; and any extraordinary expenses. Expenses attributable to one or more,
but not all, of the Funds are charged against the assets of the relevant Funds.
General expenses of the Funds are allocated among the Funds in a manner
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proportionate to the net assets of each Fund, on a transactional basis or on
such other basis as the Board of Directors deems equitable.
7. Amendment. This agreement may be amended at any time by mutual
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agreement in writing of Stagecoach and Xxxxx Fargo, provided that the Board of
Directors of Stagecoach approve any such amendment in advance.
8. Administrator's other businesses. Except to the extent necessary
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to perform Xxxxx Fargo's obligations under this agreement, nothing herein shall
be deemed to limit or restrict the right of Xxxxx Fargo, or any affiliate or
employee of Xxxxx Fargo, 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.
9. Duration. This agreement shall become effective on its execution
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date and shall remain in full force and effect for one year or until terminated
pursuant to the provisions in Paragraph 10, and it may be reapproved at least
annually by the Board of Directors, including a majority of the directors who
are not interested persons of Stagecoach or any party to this agreement, as
defined by the 1940 Act.
10. Termination of Agreement. This agreement may be terminated at
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any time, without the payment of any penalty, by a vote of a majority of the
members of Stagecoach's Board of Directors, on 60 days' written notice to Xxxxx
Fargo; or by Xxxxx Fargo on 60 days' written notice to Stagecoach.
11. Expense waivers. If in any fiscal year the total expenses of a
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Fund incurred by, or allocated to, the Fund excluding taxes, interest, brokerage
commissions and other portfolio transaction expenses, other expenditures that
are capitalized in accordance with generally accepted accounting principles,
extraordinary expenses and amounts accrued or paid under a Rule 12b-1 Plan of
the Fund, but including the fees provided for in Paragraph 4 and those provided
for pursuant to the Fund's Advisory Agreement ("includible expenses"), exceed
the applicable voluntary expense waivers, if any, set forth in the Prospectus,
Xxxxx Fargo shall waive or reimburse that portion of the excess derived by
multiplying the excess by a fraction, the numerator of which shall be the
percentage at which the excess portion attributable to the fee payable pursuant
to this agreement is calculated under Paragraph 4 hereof, and the denominator of
which shall be the sum of such percentage plus the percentage at which the
excess portion attributable to the fee payable pursuant to the Fund's Advisory
Agreement is calculated (the "Applicable Ratio"), but only to the extent of the
fee hereunder for the fiscal year. If the fees payable under this agreement
and/or the Fund's Advisory Agreement contributing to such excess portion are
calculated at more than one percentage rate, the Applicable Ratio shall be
calculated separately on the basis of, and applied separately to, the portions
of the fees calculated at the different rates. At the end of each month of
Stagecoach's fiscal year, Stagecoach shall review the includible expenses
accrued during that fiscal year to the end of that period and shall estimate the
includible expenses for the balance of that fiscal year. If as a result of that
review and estimation it appears likely that the includible expenses will exceed
the limitations referred to in this Paragraph 11 for a fiscal year
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with respect to the Fund, the monthly fee set forth in Paragraph 4 payable to
Xxxxx Fargo for such month shall be reduced, subject to a later adjustment, by
an amount equal to the Applicable Ratio times the pro rata portion (prorated on
the basis of the remaining months of the fiscal year, including the month just
ended) of the amount by which the includible expenses for the fiscal year are
expected to exceed the limitations provided for in this Paragraph 11. For
purposes of computing the excess, if any, over the most restrictive applicable
expense limitation, the value of the Fund's net assets shall be computed in the
manner specified in Paragraph 4, and any reimbursements required to be made by
Xxxxx Fargo shall be made once a year promptly after the end of Stagecoach's
fiscal year.
12. Stagecoach not bound to violate its Articles. Nothing in this
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agreement shall require Stagecoach to take any action contrary to any provision
of its Articles of Incorporation or to any applicable statute or regulation.
13. Miscellaneous.
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(a) Any notice or other instrument authorized or required by this
agreement to be given in writing to Stagecoach or Xxxxx Fargo shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To Stagecoach:
Stagecoach Funds, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
To Xxxxx Fargo:
Xxxxx Fargo Bank, N.A.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: C. Xxxxx Xxxxxxx
(b) This agreement shall extend to and be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this agreement shall not be subject to assignment (as that term is defined
under the 0000 Xxx) without the written consent of the other party.
(c) This agreement shall be governed by and construed in
accordance with the laws of the State of California.
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(d) This agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one agreement.
(e) The captions of this agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
In witness whereof, the parties have caused this agreement to be executed
by their duly authorized officers as of the day and year first above written.
STAGECOACH FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx
Chief Operating Officer
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Senior Vice President
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Appendix A
Stagecoach Funds
Arizona Tax-Free Fund
Asset Allocation Fund
Balanced Fund
California Money Market Trust
Corporate Stock Fund
California Tax-Free Bond Fund
California Tax-Free Income Fund
California Tax-Free Money Market Mutual Fund
California Tax-Free Money Market Trust
Diversified Income Fund
Equity Value Fund
Government Money Market Mutual Fund
Growth and Income Fund
Index Allocation Fund
Intermediate Bond Fund
Money Market Mutual Fund
National Tax-Free Fund
National Tax-Free Money Market Mutual Fund
National Tax-Free Money Market Trust
Oregon Tax-Free Fund
Overland Sweep Fund
Prime Money Market Mutual Fund
Short-Intermediate U.S. Government Income Fund
Short-Term Government-Corporate Income Fund
Short-Term Municipal Income Fund
Small Cap Fund
Aggressive Growth Fund
Treasury Money Market Mutual Fund
Government Allocation Fund
Xxxxxx Mae Fund
Variable Rate Government Fund
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