EXHIBIT 99.B9(b)
AGENCY AGREEMENT
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This agreement is made and entered into as of this 1st day of February,
1997 (the "Agreement"), by and between Stagecoach Funds, Inc., a registered
management investment company incorporated in the State of Maryland (the
"Company"), and Xxxxx Fargo Bank, N.A., ("Agent"), for transfer agency and
dividend disbursing agency services as follows:
I. SERVICES.
A. Appointment of Agent. The Company hereby appoints Agent as its
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transfer and dividend disbursing agent for the Funds (each, a "Fund" and
collectively, the "Funds") listed in Appendix A, as such Appendix may be amended
from time to time, and Agent accepts such appointment.
B. Description of Services. As consideration for the compensation
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hereinafter described in Section I (C), Agent agrees to provide each Fund with
the facilities and services described and set forth on Appendix B attached
hereto and incorporated herein by reference.
C. Compensation. As consideration for the services described in
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Section I (B), above, the Company shall pay to Agent, on behalf of each Fund,
fees at the rates specified on Appendix A.
II. EXPENSES. Agent shall be responsible for expenses incurred by it
pursuant to this Agreement and shall not be reimbursed for expenses incurred in
connection with the performance of services under this Agreement.
III. TERM. This Agreement shall become effective as of the date first above
written and shall continue until terminated pursuant to its provisions.
IV. INSURANCE. Agent agrees to procure and maintain such fidelity bond
coverage as may be required by the Investment Company Act of 1940 (the "1940
Act"), in the amounts and with such deductibles as are required by or permitted
under the 1940 Act, as it may be amended from time to time.
V. REGISTRATION AND COMPLIANCE.
A. Agent represents that it is registered as a transfer agent with the
Securities and Exchange Commission ("SEC") pursuant to Section 17A of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder, and Agent agrees to maintain said
registration current and comply with all of the requirements of the Exchange
Act, rules and regulations during the term of this Agreement.
B. The Company represents that it is a diversified management
investment company registered with the SEC in accordance with the 1940 Act and
the rules and regulations promulgated thereunder. The Company is authorized to
offer and sell its shares pursuant to the 1940 Act, the Securities Act of 1933,
as amended ("1933 Act"), and the rules and regulations promulgated thereunder.
The Company will furnish Agent with a list of those jurisdictions in the United
States and elsewhere in which it is authorized to offer and sell its shares to
the general public and will maintain the currency of such list by amendment.
The Company agrees promptly to advise Agent of any change in or limitation upon
its authority to carry on business as an investment company pursuant to the 1940
Act, the Exchange Act and the 1933 Act and the statutes, rules and regulations
of each and every jurisdiction to which it is subject.
VI. DOCUMENTATION. The Company and Agent shall each supply to the other
upon request such documentation as is required by them to carry out their
respective obligations under this Agreement including, but not limited to,
articles of incorporation, bylaws, codes of ethics, registration statements,
permits, financial reports, third party audits, certificates of authority,
computer tapes and related items.
VII. PROPRIETARY INFORMATION. It is agreed that all records and documents,
excepting computer data processing programs and any related documentation used
or prepared by, or on behalf of Agent for the performance of its services
hereunder, are the property of the Company and shall be open to audit or
inspection by the Company or its agents during the normal business hours of
Agent; shall be maintained in a manner designed to preserve the confidentiality
thereof and to comply with applicable federal and state laws and regulations;
and shall, in whole or any specified part, be surrendered to the Company or its
duly authorized agents upon receipt by Agent of reasonable notice of and request
therefor.
VIII. INDEMNITY. The Company, on behalf of the Funds, shall indemnify and
hold Agent harmless against any losses, claims, damages, liabilities or expenses
(including reasonable attorney's fees and expenses) resulting from any claim,
demand, action or suit brought by any person other than the Company (including a
shareholder naming the Company as a party) and not resulting from Agent's bad
faith, willful misfeasance, reckless disregard of its obligations and duties,
gross negligence or breach of this Agreement, and arising out of, or in
connection with:
A. Agent's performance hereunder;
B. Any error or omission in any record (including but not limited to
magnetic tapes, computer printouts, hard copies and microfilm or microfiche
copies) delivered, or caused to be delivered, by the Company to Agent in
connection with this Agreement;
C. Bad faith, willful misfeasance, reckless disregard of its
obligations and duties or negligence of the Company, or Agent's acting upon any
instructions reasonably believed by it to have been properly executed or
communicated by any person duly authorized by the Company;
D. Agent's acting in reliance upon advice given by counsel for Agent
or upon advice reasonably believed by it to have been given by counsel for the
Company; or
E. Agent's acting in reliance upon any instrument reasonably believed
by it to have been genuine and signed, countersigned or executed by the proper
person(s) in accordance with the currently effective certificate(s) of authority
delivered to Agent by the Company.
In the event that Agent requests the Company to indemnify or hold it
harmless hereunder, agent shall use its best efforts to inform the Company of
the relevant facts concerning the matter in question. Agent shall use
reasonable care to identify and promptly notify the Company concerning any
matter which presents, or appears likely to present, a claim for indemnification
against the Company or the Funds.
The Company shall have the election of defending Agent against any
claim which may be the subject of indemnification hereunder. In the event the
Company so elects, it will so notify Agent and thereupon the Company shall take
over defense of the claim, and (if so requested by the Company) Agent shall
incur no further legal or other expenses related thereto for which it would be
entitled to indemnity hereunder; provided, however, that nothing herein
contained shall prevent Agent from retaining, at its own expense, counsel to
defend any claim. Except with the Company's prior consent, Agent shall in no
event confess any claim or make any compromise in any matter in which the
Company will be asked to indemnify or hold harmless hereunder.
IX. LIABILITY
A. Damages. Agent shall not be liable to the Company, or any third
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party, for punitive, exemplary, indirect, special or consequential damages (even
if Agent has been advised of the possibility of such damages) arising from its
obligations and the services provided under this Agreement, including but not
limited to loss of profits, loss of use of the shareholder accounting system,
cost of capital and expenses of substitute facilities, programs or services.
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B. Force Majeure. Anything in this Agreement to the contrary
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notwithstanding, Agent shall not be liable for delays or errors occurring by
reason of circumstances beyond its control, including but not limited to acts or
civil or military authority, national emergencies, work stoppage, fire, flood,
catastrophe, earthquake, acts of God, insurrection, war, riot, data processing
and communications downtime (where such downtime occurs for reasons other than
Agent's gross negligence or willful misconduct) or interruption of power supply.
X. AMENDMENT. This Agreement and the Appendices attached hereto and made
a part hereof may be amended at any time, with or without shareholder approval
(except as otherwise required by law), in writing signed by each of the parties
hereto. Any change in the Company's registration statements or other documents
of compliance or in the forms relating to any plan, program or service offered
by its current prospectus which would require a change in Agent's obligations
hereunder shall be subject to Agent's approval, which approval shall not be
unreasonably withheld.
XI. DELEGATION. In connection with its responsibilities under this
Agreement, Agent may, at its own expense, enter into sub-agency agreements with
other eligible and qualified service providers, provided that each such sub-
agent agrees with Agent to comply with all relevant provisions of the 1940 Act,
the Investment Advisers Act of 1940, any other applicable laws, and all relevant
rules and regulations thereunder. Agent will provide the Company with a copy of
each sub-agency agreement it executes relating to the Company. Agent remains
solely responsible for the provision of the transfer agency services described
in this Agreement; and will remain liable for the acts or omissions of any such
sub-agents under the standards of care described herein.
XII. TERMINATION. This Agreement may be terminated by either party without
cause upon one hundred twenty (120) days' prior written notice to the other, and
at any time for cause in the event that such cause remains unremedied for more
than thirty (30) days after receipt by the other party of written specification
of such cause.
In the event the Company designates a successor to any of Agent's
obligations hereunder, Agent shall, at the expense and pursuant to the direction
of the Company, transfer promptly to such successor all relevant books, records
and other data of the Company in the possession or under the control of Agent.
XIII. SEVERABILITY. If any clause or provision of this Agreement is
determined to be illegal, invalid or unenforceable under present or future laws
effective during the term hereof, then such clause or provision shall be
considered severed herefrom and the remainder of this Agreement shall continue
in full force and effect.
XIV. APPLICABLE LAW. This Agreement shall be subject to and construed in
accordance with the laws of the State of California without giving effect to the
choice of law provisions thereof.
XV. ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement
constitutes the entire and complete agreement of the parties hereto relating to
the subject matter hereof and supersedes and merges all prior contracts and
discussions between the parties.
XVI. COUNTERPARTS. This Agreement may be executed in one or more
counterparts; all of which shall be considered one and the same Agreement and
each of which shall be deemed an original.
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STAGECOACH FUNDS, INC. XXXXX FARGO BANK, N.A.
By: /s/Xxxxxxx X. Xxxxx, Xx. By: /s/Xxxxxxxxx Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxxxx Xxxxxxxxx
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Title: Chief Operating Officer Title: Vice President
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By: /s/Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Vice President
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Approved: January 16, 1997
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APPENDIX A
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Name of Fund
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Arizona Tax-Free Fund
Asset Allocation Fund
Balanced Fund
California Tax-Free Bond Fund
California Tax-Free Income Fund
Corporate Bond Fund
Diversified Equity Income Fund
Equity Index Fund
Equity Value Fund
Growth Fund
Index Allocation Fund
Intermediate Bond Fund
International Equity Fund
National Tax-Free Fund
Oregon Tax-Free Fund
Short-Intermediate U.S. Government Income Fund
Short-Term Government-Corporate Income Fund
Short-Term Municipal Income Fund
Small Cap Fund
Strategic Growth Fund
Strategic Income Fund
U.S. Government Allocation Fund
U.S. Government Income Fund
Variable Rate Government Fund
Fees will be payable by the above-referenced Funds on each indicated Class
of shares as listed below. The fees are expressed as a percentage of average
daily net assets of each Class. Funds with a single class of shares are herein
considered Class A shares.
Class Rate
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Class A 0.14%
Class B 0.14%
Class C 0.14%
Class O 0.14%
Institutional Class 0.06%
Name of Fund
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100% Treasury Money Market Fund
Fees will be payable by the above-referenced Fund on each indicated Class
of shares as listed below. The fees are expressed as a percentage of average
daily net assets of each Class.
Class Rate
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Class A 0.10%
Service Class 0.02%
Name of Fund
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California Tax-Free Money Market Fund
California Tax-Free Money Market Trust
Government Money Market Fund
Money Market Fund
Money Market Trust
National Tax-Free Money Market Fund
National Tax-Free Money Market Trust
Overland Express Sweep Fund
Fees will be payable by the above-referenced money market Funds on each
indicated Class of shares as listed below. The fees are expressed as a
percentage of average daily net assets of each Class. Funds with a single class
of shares are herein considered Class A shares, other than the California Tax-
Free Money Market Trust, Money Market Trust and National Tax-Free Money Market
Trust, which are herein considered Institutional Class shares.
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Class Rate
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Class A 0.10%
Class S 0.10%
Institutional Class 0.02%
Name of Fund
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Prime Money Market Fund
Treasury Money Market Fund
Fees will be payable by the above-referenced money market Funds on each
indicated Class of shares as listed below. The fees are expressed as a
percentage of average daily net assets of each Class.
Class Rate
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Class A 0.10%
Class E 0.10%
Institutional Class 0.02%
Service Class 0.10%
Appendix A Approved: January 16, 1997
Approved as Amended: April 29, 1997, for the International Equity Fund
Approved as Amended: July 23, 1997, for the Index Allocation, Overland Express
Sweep, Short-Term Government-Corporate Income, Short-Term
Municipal Income, and Variable Rate Government Funds
Approved as Amended: September 8, 1997, for the Prime Money Market Mutual and
Treasury Money Market Mutual Funds
Approved as Amended: January 29, 1998, for the Asset Allocation (Class C),
Corporate Bond, Equity Value (Class C), Strategic Income,
and International Equity (Class C) Funds
Approved as Amended: April 30, 1998, for the 100% Treasury Money Market Fund
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APPENDIX B
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SCHEDULE OF SERVICES
A. Maintaining shareholder accounts, including processing of new accounts.
B. Posting address changes and other file maintenance for shareholder
accounts.
C. Posting all transactions to the shareholder file, including:
- Direct purchase
- Wire order purchases
- Direct redemptions
- Telephone redemption
- Wire order redemption
- Direct exchanges
- Dividend payments
- Dividend reinvestments
- Telephone exchanges
- Transfers
- Certificate issuances
- Certificate deposits.
D. Preparing daily reconciliations of shareholder processing to money
movement instructions.
E. Issuing all checks and stopping and replacing checks.
F. Mailing confirmations and checks.
G. Performing certain of the Funds' other mailings, including:
- Dividend and capital gain distributions
- 1099/year-end shareholder reporting
- Daily confirmations
- Furnish certified list of shareholders (hard copy of microfilm).
H. Maintaining and retrieving all required past history for shareholders and
providing research capabilities as follows:
- Daily monitoring of all processing activity to verify back-up
documentation
- Providing exception reports
- Microfilming
- Storing, retrieving and archiving records in accordance with Rules 31a-
1, 31a-2, and 31a-3 under the 1940 Act.
I. Reporting and remitting as necessary for state escheat requirements.
J. Answering all service-related inquiries from shareholders and others,
including:
- General and Policy Inquiries (research and resolve problems)
- Fund yield inquiries
- Taking shareholder processing requests and account maintenance changes
as described above.
K. Responding to shareholder inquiries (research and resolve problems),
including:
- Initiate shareholder account reconciliation proceedings when
appropriate
- Notify shareholder of bounced investment checks
- Initiate proceedings regarding lost certificates
- Respond to customer complaints.
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