EX-99.B9(a)(ii)
CO-ADMINISTRATION AGREEMENT
STAGECOACH FUNDS, INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
THIS AGREEMENT is made as of this 1st day of February, 1998, by and among
the Stagecoach Funds, Inc., a Maryland corporation ("Stagecoach"), Xxxxxxxx Inc.
("Xxxxxxxx"), an Arkansas corporation, 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 Xxxxxxxx to render certain co-
administrative services to Stagecoach's investment portfolios listed in Appendix
A (individually, a "Fund" and collectively, the "Funds"), and Xxxxxxxx is
willing to render such services; and
WHEREAS, Stagecoach is retaining Xxxxx Fargo pursuant to a separate
Administration Agreement 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 Xxxxxxxx to act as Co-
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Administrator of the Funds, subject to the control and supervision of Xxxxx
Fargo and the overall supervision of the Board of Directors of Stagecoach.
Xxxxxxxx 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, the performance of which Xxxxx Fargo agrees to supervise. 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, Xxxxx Fargo,
or Xxxxxxxx.
2. Delivery of Documents. Stagecoach and Xxxxx Fargo shall furnish
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Xxxxxxxx with 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 Co-Administrator. Xxxxxxxx shall, at its expense, provide
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the following co-administrative services in connection with the operations of
Stagecoach and the Funds:
(a) prepare and file with the states registration statements, notices,
reports, and other material required to be filed under applicable laws;
(b) prepare and file Form 24F-2s and N-SARs;
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(c) after Administrator reviews bills submitted to the Funds and
determines that a xxxx is appropriate, pay all such bills, allocate amounts to
the appropriate Funds and instruct the Funds' custodian to reimburse the Co-
Administrator;
(d) provide officers at no cost to the Funds;
(e) provide office space and facilities;
(f) provide reports to the Funds' board of directors ("Board")
regarding its activities;
(g) assist in the preparation and assembly of Board meeting materials,
including comparable fee information, as required;
(h) prepare and retain original minutes of Board meetings, shareholder
meetings, and other official corporate records;
(i) maintain and preserve the records of the Funds, including
financial and corporate records;
(j) coordinate (or assist in) the preparation of shareholder reports
and other information materials regarding the Funds;
(k) provide legal and regulatory advice to the Funds in connection
with its other administrative functions;
(l) provide liaison with the Funds' independent auditors;
(m) establish and maintain a service desk to assist in handling Fund
administrative activities; and
(n) provide any other administrative services reasonably necessary for
the operation of the Funds, as Stagecoach, Xxxxx Fargo, and Xxxxxxxx shall agree
from time to time, other than those services that are to be provided by Xxxxx
Fargo pursuant to its Administration Agreement with Stagecoach, and by
Stagecoach's transfer and dividend disbursing agent, custodian, and fund
accountant.
In performing all services under this agreement, Xxxxxxxx shall: (a) act in
conformity with Stagecoach's Articles of Incorporation and By-Laws, the 1940
Act, the Investment Advisers Act of 1940, as applicable, 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.
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Nothing in this Agreement shall be deemed to require Xxxxx Fargo to provide
any supervisory services that may not be provided by it under applicable banking
laws and regulations.
In connection with its duties under this Paragraph 3, Xxxxxxxx may, at its
own expense, enter into sub-administration agreements with other service
providers, provided that: (a) each such service provider agrees with Xxxxxxxx
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; and (b) Xxxxx Fargo agrees to the appointment of
such service provider. Xxxxxxxx will provide Stagecoach and Xxxxx Fargo with a
copy of each sub-administration agreement it executes relating to Stagecoach.
Xxxxxxxx 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, Xxxxxxxx shall cooperate
and coordinate with Xxxxx Fargo as necessary and appropriate and shall provide
such information to Xxxxx Fargo as is reasonably necessary or appropriate for
Xxxxx Fargo to perform its obligations to Stagecoach. Similarly, 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 be
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rendered by Xxxxxxxx under this agreement, Stagecoach shall pay Xxxxxxxx a
monthly fee, as shown in Appendix A, 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 Xxxxxxxx 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 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) Xxxxxxxx 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
Xxxxxxxx' willful misfeasance, bad faith, or negligence in the performance of
its obligations and duties, or by reason of its reckless disregard thereof. Any
person, even though also an officer, director, employee or agent of Xxxxxxxx,
shall be deemed, when rendering services to Stagecoach or acting on any business
of Stagecoach (other than services or business in connection with Xxxxxxxx'
duties as Co-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 Xxxxxxxx even though paid by it.
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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
Stephen's performance of its obligations and duties under this Agreement, except
a loss resulting from Xxxxx Fargo's willful misfeasance, bad faith, or
negligence in failing to supervise Xxxxxxxx as required by this Agreement.
(b) Stagecoach, on behalf of each Fund, will indemnify Xxxxxxxx
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
Xxxxxxxx in the performance of such obligations and duties, or by reason of its
reckless disregard thereof. Xxxxxxxx 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 Administration Agreement with Xxxxx Fargo, Stagecoach
shall bear all costs of its operations, including the compensation of its
directors who are not affiliated with Xxxxxxxx or any of their affiliates;
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
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, Xxxxxxxx, and Xxxxx Fargo, provided that the
Board of Directors of Stagecoach approve any such amendment in advance.
8. Co-Administrator's other businesses. Except to the extent necessary
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to perform Xxxxxxxx' obligations under this agreement, nothing herein shall be
deemed to limit or restrict the right of Xxxxxxxx, or any affiliate or employee
of Xxxxxxxx, 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
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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 date
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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 any
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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 Xxxxxxxx and
Xxxxx Fargo; or by Xxxxxxxx on 60 days' written notice to Stagecoach and Xxxxx
Fargo; or by Xxxxx Fargo on 60 days' written notice to Stagecoach and Xxxxxxxx.
11. Confidentiality. Xxxxxxxx shall keep confidential all books, records,
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information, and data pertaining to the business of Stagecoach and its prior,
present, or potential shareholders that are exchanged or received pursuant to
the performance of Xxxxxxxx' duties under this agreement and Xxxxxxxx shall not
disclose the aforementioned to any other person, except as Stagecoach shall
specifically authorize or as required by law, and the aforementioned documents,
information, and data shall not be used for any purpose other than performance
of its responsibilities and duties under this agreement.
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, Xxxxx Fargo, or Xxxxxxxx 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 Stephens: Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
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To Xxxxx Fargo: Xxxxx Fargo Bank, N.A.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
(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.
(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 in the day and year first above written.
STAGECOACH FUNDS, INC.
By:_________________________________________
Xxxxxxx X. Xxxxx
Chief Operating Officer
XXXXXXXX INC.
By:_________________________________________
Xxxxxxx X. Xxxxx
Vice President
XXXXX FARGO BANK, N.A.
By:_________________________________________
Xxxxxxx X. Xxxxx
Senior Vice President
By:_________________________________________
Xxxxxxxxx X. Xxxxxxxxx
Vice President
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Appendix A
Stagecoach Funds
Fee of 0.03% of average daily Fee of 0.04% of average daily
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net assets on an annual basis: net assets on an annual basis:
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Arizona Tax-Free Fund International Equity Fund
Asset Allocation Fund
Balanced Fund
California Tax-Free Bond Fund
California Tax-Free Income Fund
California Tax-Free Money Market Mutual Fund
California Tax-Free Money Market Trust
Corporate Bond Fund
Diversified Equity Income Fund
Equity Index Fund
Equity Value Fund
Government Money Market Mutual Fund
Growth Fund
Index Allocation Fund
Intermediate Bond Fund
Money Market Mutual Fund
Money Market Trust
National Tax-Free Fund
National Tax-Free Money Market Mutual Fund
National Tax-Free Money Market Trust
Oregon Tax-Free Fund
Overland Express 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
Strategic Growth Fund
Strategic Income Fund
Treasury Money Market Mutual Fund
U.S. Government Allocation Fund
U.S. Government Income Fund
Variable Rate Government Fund
100% Treasury Money Market Fund
Approved: January 16, 1997
Approved as Amended: April 29, 1997 to include the International Equity Fund
Approved as Amended: July 23, 1997 to include the Index Allocation, Overland
Express Sweep, Short-Term Government-Corporate Income,
Short-Term Municipal Income, and Variable Rate Government
Funds
Approved as Amended: January 29, 1998 to change the fee rate, and to include
the Corporate Bond and Strategic Income Funds
Approved as Amended: April 30, 1998 to include the 100% Treasury Money Market
Fund
A-1
Approved as Amended: November 19, 1998 to clarify certain xxxx-paying
responsibilities
A-2
