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EXHIBIT 99.B9(a)(xiv)
ADMINISTRATION AGREEMENT
for various portfolios of
STAGECOACH FUNDS, INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
September 6, 1996
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Company"), on behalf of the Company's portfolios listed on Schedule 1 hereto
as such Schedule may be revised from time to time (each, a "Fund" and
collectively, the "Funds"), and Xxxxxxxx Inc. (the "Administrator") as follows:
1. The Company is a registered open-end management investment
company currently consisting of a number of 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 a 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 Administrator. Any
amendments to the Registration Statement 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 contract between the Company and Xxxxx Fargo Bank, N.A. (the
"Adviser"), on behalf of the Funds, 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 each Fund, including coordination of the
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services performed by the Company's investment adviser, if any, transfer and
dividend disbursing agent, shareholder servicing agents, custodians,
independent auditors 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 shareholder
servicing agents and transfer and dividend disbursing agent.
4. Except as provided in each of the advisory contracts and
shareholder servicing and administration agreements on behalf of the Company's
Funds, each Fund of the Company shall bear all costs of its operations,
including its pro-rata portion of the compensation of the Company's directors
who are not affiliated with any investment adviser of the Company's Funds, the
Administrator or any of their affiliates; any advisory shareholder servicing
and administration fees; governmental fees; interest charges; taxes; fees and
expenses of its independent auditors, legal counsel, transfer agent and
dividend disbursing agent (except to the extent that such fees and expenses are
identified as expenses applicable to a specific class of a Fund ("Class
Expenses")); 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; except that Class Expenses, such as
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), or a servicing plan and other such
expenses as determined in accordance with the Company's Rule 18f-3 Plan, shall
be borne by the applicable class of a Fund. 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.
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5. The Administrator shall give the Company and its Funds 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.
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 Registration Statement for determining net asset value
per share) of each Fund's net assets during the preceding month, or as
otherwise indicated on Schedule 1. 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 a Fund's net assets shall be computed in the manner
specified in the Company's Registration Statement and the Company's Articles of
Incorporation for the computation of the value of a 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 defined in the manner specified
in the Company's Registration Statement .
7. If in any fiscal year the total expenses as incurred by, or
allocated to, a 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 a Fund or
class, but including the fees provided for in paragraph 6 and those provided
for pursuant to any investment advisory contract of a Fund ("includable
expenses"), exceed the most restrictive expense limitation applicable to each
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 Fund's excess expenses, 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 any fee payable pursuant to the investment
advisory contract of the Fund 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
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Fund's investment advisory contract 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 each Fund's includable expenses accrued
during that fiscal year to the end of that period and shall estimate the Fund's
includable expenses for the balance of that fiscal year. If as a result of
that review and estimation it appears likely that a Fund's includable expenses
will exceed the limitations referred to in this paragraph 7 for a fiscal year,
the monthly fee set forth in paragraph 6 payable to the Administrator with
respect to a Fund 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 a Fund's 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, without the
payment of any penalty, by the Company by vote of a majority of a Fund's
outstanding voting securities (as defined in the Act) or by vote of a majority
of the Company's Board of Directors on 60 days' written notice to the
Administrator, or by the Administrator 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 without giving effect to the
choice of law provisions thereof.
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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 FUNDS, INC.,
on behalf of each of the Funds listed on
Schedule 1
By: /s/Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Operating Officer,
Secretary and Treasurer
ACCEPTED as of the date
set forth above:
XXXXXXXX INC.
By: /s/Xxxxxxx X. Xxxxx,Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
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SCHEDULE 1
List of Funds
Arizona Tax-Free Fund
Balanced Fund
California Tax-Free Money Market Trust
Equity Value Fund
Government Money Market Mutual Fund
Intermediate Bond Fund
Money Market Trust
National Tax-Free Fund
Oregon Tax-Free Fund
Prime Money Market Mutual Fund
Treasury Money Market Mutual Fund
Approved: April 25, 1996
Approved as Amended: October 24, 1996
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