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EX-99.B 5(b)(ii)
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 the undersigned (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
"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. Pursuant to an
advisory and services contract between the Company and Xxxxx Fargo Bank, N.A.
(the "Adviser"), on behalf of each Fund, the Company has engaged the Adviser to
manage the investing and reinvesting of the assets of the Funds and to provide
advisory services.
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 of the Funds, including coordination of the services performed by
the Company's investment adviser, transfer and dividend disbursing agent,
custodians, independent
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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 Adviser pursuant to
the Advisory and Services Contracts and by the Company's transfer and dividend
disbursing agent.
4. Except as provided in each of the Company's Advisory
Contracts and this agreement, the Fund shall bear all costs of the operations
of the Fund and the Company (allocated to the Fund), including the Fund's pro
rata share of the costs of operations of the Master Series in which it invests;
the compensation of its directors who are not affiliated with the Adviser, the
Administrator or any of their affiliates; advisory and administration fees;
payments for distribution-related expenses pursuant to any Rule 12b-1 Plan,
i.e., a plan of distribution of the Company adopted on behalf of any of the
Funds pursuant to Rule 12b-1 under the Act; payments for shareholder servicing
expenses pursuant to a servicing plan adopted on behalf of any of the Funds;
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 any
stock certificates, 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 Company 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
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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.
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
0.05% 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 provided for pursuant
to the Fund's Advisory and Services Contract ("includable expenses"), 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 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 6 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 and Services Contract 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 and Services Contract 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 the
Company's fiscal year, the Company shall review the includable expenses accrued
during that fiscal year to the end of that period and shall estimate the
includable expenses for the balance of that fiscal year. If as a result of
that review and estimation it appears likely that the includable expenses will
exceed the limitations referred to in this paragraph 7 for a fiscal year with
respect to the Fund, the monthly fee set forth in paragraph 6 payable to the
Administrator 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 includable expenses for the fiscal year
are expected to exceed the limitations provided for in this paragraph 7. 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.
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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.
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
California Tax-Free Intermediate Income Fund
California Tax-Free Money Market Fund
California Tax-Free Short-Term Income Fund
National Tax-Free Intermediate Income Fund
National Tax-Free Money Market Mutual Fund
Overland National Tax-Free Institutional Money Market Fund
Bond Index Fund
Growth and Income Fund
Growth Stock Fund
Short-Intermediate Term Fund
S&P 500 Stock Fund
Approved: October 26, 1993
Approved as Amended: May 2, 1995
