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EX-99.B 9(e)
CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 30 day of December, 1994, by and
between Stagecoach Inc. (formerly WellsFunds Inc.), a Maryland corporation, and
Stagecoach Funds, Inc. ("Stagecoach Funds"), also a Maryland corporation.
WHEREAS, Stagecoach Inc. is an open-end management investment company
registered as such under the Investment Company Act of 1940 (the "1940 Act"),
currently consisting of thirteen operating investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios; and
WHEREAS, Stagecoach Funds is an open-end management investment company
registered as such under the 1940 Act, currently consisting of twelve operating
investment portfolios, but which may form time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, Stagecoach Inc. and Stagecoach Funds plan to offer on a
continuous basis, shares of common stock in their investment portfolios
("Securities") in one or more combined prospectuses (each a "Prospectus",
collectively "Prospectuses") and/or preliminary prospectuses (each a
"Preliminary Prospectus", collectively, "Preliminary Prospectuses") (any such
offering of Securities to be herinafter referred to as a "Joint Offering") and
plan on filing, from time to time, such combined prospectuses and other
materials with the Securities and Exchange Commission ("SEC") (any such filing
with the SEC to be referred to herein as a "Registration Statement");
NOW THEREFORE, Stagecoach Inc. and Stagecoach Funds hereby agree as
follows:
1. (a) Stagecoach Inc. will indemnify and hold harmless Stagecoach Funds
against any losses, claims, damages or liabilities to which Stagecoach
Funds may become subject, under the Securities Act of 1933 (the "1933
Act"), the 1940 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Prospectus, any Preliminary Prospectus, any Registration
Statement, any other prospectuses relating to the Securities, or any
amendments or supplements to the foregoing (hereinafter referred to
collectively as the "Offering Documents"), or arise out of or are based
upon the omission or alleged omission to state in the Offering Documents a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Offering Documents in reliance
upon and in conformity with written information furnished to Stagecoach
Funds by Stagecoach Inc. expressly for use therein; and will reimburse
Stagecoach Funds for any legal or other expenses reasonably incurred by
Stagecoach funds in connection with investigating or defending any such
action or claim; provided, however, that Stagecoach Inc. shall not be
liable in any such case to the extent that any
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such loss, claim, damage, or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made in the Offering Documents in reliance upon and in conformity
with written information furnished to Stagecoach Inc. by Stagecoach Funds
expressly for use in the Offering Documents.
(b) Stagecoach Funds will indemnify and hold harmless Stagecoach Inc.
against any losses, claims, damages or liabilities to which Stagecoach Inc.
may become subject under the 1933 Act, 1940 Act, or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect hereof)
arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Offering Documents or arise
out of or are based upon the omission or alleged omission to state in the
Offering Documents therein a material fact required to be stated or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Offering
Documents in reliance upon and in conformity with written information
furnished to Stagecoach Inc. by Stagecoach Funds expressly for use therein;
and will reimburse Stagecoach Inc. for any legal or other expenses
reasonably incurred by Stagecoach Inc. in connection with investigating or
defending any such action or claim, provided, however, that Stagecoach
Funds shall not be liable in any such case to the extent that any such
loss, claim, damage, or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in the Offering Documents in reliance upon and in conformity with written
information furnished to Stagecoach Funds by Stagecoach Inc. expressly for
use in the Offering Documents.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission to so notify the
indemnifying party shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise than under
subsection (a) or (b) above. In any action brought against any indemnified
party the indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation.
2. This agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed by their authorized officers designated below as of the day and
year first written above.
STAGECOACH INC.
By: /s/ R. Xxxx Xxxxxx
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R. Xxxx Xxxxxx
Chairman and President of
the Board of Directors
STAGECOACH FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.
Chief Operating Officer,
Secretary and Treasurer
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