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EX-99.B 5(b)(xii)
FORM OF
ADMINISTRATION AGREEMENT
National Tax-Free Money Market Mutual Fund
a portfolio of
STAGECOACH FUNDS, INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
December , 1995
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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 National Tax-Free Money Market Mutual Fund (the
"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 Fund in the manner and in
accordance with the investment objective and restrictions specified in the
Company's currently effective and such statement of additional information
being collectively referred to as the "Prospectus") 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 contract between the Company and Xxxxx Fargo Bank, N.A. (the
"Adviser") on behalf of the Fund, the Company has engaged the Adviser to manage
the investing and reinvesting of the assets of the Fund and to provide advisory
services.
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3. The Administrator shall, at its expense, provide the
following administrative services in connection with the operations of the
Company and the Fund: (a) furnishing office space and certain facilities
required for conducting the business of the Fund; (b) general supervision of
the operation of the Fund, including coordination of the services performed by
the Company's investment adviser, transfer and dividend disbursing agent,
shareholder servicing agents, custodians, independent 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 Fund 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 Fund,
other than those services that are to be provided by the Adviser pursuant to
the Advisory Contracts and by the Company's transfer and dividend disbursing
agent.
4. Except as provided in each of the Company's advisory
contracts and shareholder servicing and administration agreements, the Company
shall bear all costs of its operations, including the compensation of its
directors who are not affiliated with the Adviser, the Administrator or any of
their affiliates; advisory and shareholder servicing 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; 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 Fund; expenses of
shareholders' meetings; expenses relating to the issuance, registration and
qualification of shares of the Fund; 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
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
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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 Prospectus for determining net asset value per share) of
the Fund's net assets during the preceding month. If the fee payable to the
Administrator pursuant to this paragraph 6 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 the 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 New York Stock
Exchange is open for trading.
7. If in any fiscal year the total expenses of the 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 6 and those provided
for pursuant to the Fund's Advisory Agreement ("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 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 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
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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 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 a vote of a majority of 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 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.
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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 the National Tax-Free Money
Market Mutual Fund
By:
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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:
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Name: R. Xxxx Xxxxxx
Title: Senior Vice President
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