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EXHIBIT-99.B9(b)
AGENCY AGREEMENT
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 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 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 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.
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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
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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 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.
B. Force Majeure. Anything in this Agreement to the contrary
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. 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.
XII. 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.
XIII. 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.
XIV. 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.
XV. 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
Name of Fund
Aggressive Growth Fund
Arizona Tax-Free Fund
Asset Allocation Fund
Balanced Fund
California Tax-Free Bond Fund
California Tax-Free Income Fund
Corporate Stock Fund
Diversified Income Fund
Equity Value Fund
Xxxxxx Mae Fund
Growth and Income Fund
Intermediate Bond Fund
International Equity Fund
National Tax-Free Fund
Oregon Tax-Free Fund
Short-Intermediate U.S. Government Income Fund
Small Cap Fund
U.S. Government Allocation Fund
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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
----- ----
Class A 0.14%
Class B 0.14%
Institutional Class 0.06%
Name of Fund
California Tax-Free Money Market Mutual Fund
California Tax-Free Money Market Trust
Government Money Market Mutual Fund
Money Market Mutual Fund
Money Market Trust
National Tax-Free Money Market Mutual Fund
National Tax-Free Money Market Trust
Prime Money Market Mutual Fund
Treasury Money Market Mutual 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.
Class Rate
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Class A 0.10%
Class S 0.10%
Class E 0.02%
Institutional Class 0.02%
Service Class 0.02%
Approved: January 16, 1997
Approved as Amended: April 29, 1997
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APPENDIX B
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.
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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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