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EXHIBIT-99.B9(d)(xii)
STAGECOACH FUNDS, INC.
SERVICING PLAN
INSTITUTIONAL CLASS SHARES
Section 1. Each of the proper officers of Stagecoach Funds, Inc. (the
"Company") is authorized to execute and deliver, in the name and on behalf of
the Company, written agreements based substantially on the form attached hereto
as Exhibit A or any other form duly approved by the Company's Board of
Directors ("Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship with the beneficial owners of Institutional Class shares
("Servicing Agents") of the Company's Funds listed on the attached Appendix
(each a "Fund"). Pursuant to such Agreements, Servicing Agents shall provide
support services as set forth therein to their clients who beneficially own
Institutional Class shares of the Fund in consideration of a fee, computed
monthly in the manner set forth in the Fund's then current prospectus, at an
annual rate of up to 0.25% of the average daily net asset value of the
Institutional Class shares beneficially owned by or attributable to such
clients. The Company's distributor, administrator and adviser and their
respective affiliates are eligible to become Servicing Agents and to receive
fees under this Servicing Plan. All expenses incurred by the Fund in
connection with the Agreements and the implementation of this Servicing Plan
shall be borne entirely by the holders of the Institutional Class shares of the
Fund.
Section 2. The Company's administrator shall monitor the arrangements
pertaining to the Company's Agreements with Servicing Agents. The Company's
administrator shall not, however, be obligated by this Servicing Plan to
recommend, and the Company shall not be obligated to execute, any Agreement
with any qualifying Servicing Agents.
Section 3. So long as this Servicing Plan is in effect, the Company's
administrator shall provide to the Company's Board of Directors, and the
Directors shall review, at least quarterly, a written report of the amounts
expended pursuant to this Servicing Plan and the purposes for which such
expenditures were made.
Section 4. The Plan shall be effective on the date upon which it is
approved by "vote of a majority of the outstanding voting securities," as
defined in the Investment Company Act of 1940, as amended, and rules and
regulations thereunder, of Institutional Class shares of the Fund and a
majority of the Directors of the Company, including a majority of the Qualified
Directors, pursuant to a vote cast in person at a meeting or meetings called
for the purpose of voting on the approval of the Plan, or on the date the Fund
commences operations, if such date is later.
Section 5. Unless sooner terminated, this Servicing Plan (and each
related agreement) shall continue in effect for a period of one year from its
date of approval and
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shall continue thereafter for successive annual periods, provided that such
Plan is not specifically terminated by a majority of the Board of Directors,
including a majority of the Directors who are not "interested persons," as
defined in the Investment Company Act of 1940, of the Company and have no
direct or indirect financial interest in the operation of this Servicing Plan
or in any Agreement related to this Servicing Plan (the "Disinterested
Directors") cast in person at a meeting called for the purpose of voting on
such approval.
Section 6. This Servicing Plan may be amended at any time with
respect to the Fund by the Company's Board of Directors, provided that any
material amendment of the terms of this Servicing Plan (including a material
increase of the fee payable hereunder) shall become effective only upon the
approvals set forth in Section 5.
Section 7. This Servicing Plan is terminable at any time with respect
to the Fund by vote of a majority of the Disinterested Directors.
Section 8. While this Servicing Plan is in effect, the selection and
nomination of the Disinterested Directors shall be committed to the discretion
of such Disinterested Directors.
Section 9. Notwithstanding anything herein to the contrary, the Fund
shall not be obligated to make any payments under this Plan that exceed the
maximum amounts payable under Article III, Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
Section 10. The Company will preserve copies of this Servicing Plan,
Agreements, and any written reports regarding this Servicing Plan presented to
the Board of Directors for a period of not less than six years.
Dated: April 25, 1996
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APPENDIX
Aggressive Growth Fund
Arizona Tax-Free Fund
Balanced Fund
California Tax-Free Bond Fund
California Tax-Free Income Fund
Equity Value Fund
Xxxxxx Xxx Fund
Growth and Income Fund
Intermediate Bond Fund
International Equity Fund
Money Market Mutual Fund
National Tax-Free Fund
Oregon Tax-Free Fund
Prime Money Market Mutual Fund
Short-Intermediate Government Fund
Small Cap Fund
Treasury Money Market Mutual Fund
Approved: April 25, 1996
As Amended: August 28, 1996 and April 29, 1997
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FORM OF
SHAREHOLDER SERVICING AGREEMENT
(Institutional Class shares)
THIS SHAREHOLDER SERVICING AGREEMENT ("Agreement"), dated as of
________, 1997 is made by and between Stagecoach Funds, Inc. ("Company"), a
Maryland corporation having its principal place of business at 000 Xxxxxx
Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, on behalf of the Funds listed in the
attached Appendix (each a "Fund"), and [ ] as shareholder servicing agent
hereunder ("Shareholder Servicing Agent");
W I T N E S S E T H:
WHEREAS, Institutional Class shares of common stock (.001 par
value) of each Fund (hereinafter "Institutional Class shares") may be purchased
or redeemed through a broker/dealer or financial institution which has entered
into a shareholder servicing agreement with the Company on behalf of a Fund;
and
WHEREAS, the Shareholder Servicing Agent wishes to facilitate
purchases and redemptions of Institutional Class shares by its customers (the
"Customers") and wishes to act as the Customers' agent in performing certain
administrative functions in connection with transactions in shares from time to
time for the account of the Customers and to provide related services to the
Customers in connection with their investments in a Fund; and
WHEREAS, it is in the best interest of a Fund to make the
services of the Shareholder Servicing Agent available to the Customers who,
from time to time, become shareholders of a Fund;
NOW THEREFORE, the Company, on behalf of a Funds, and the
Shareholder Servicing Agent hereby agree as follows:
1. Appointment. The Shareholder Servicing Agent xxxxxx agrees to
perform certain services for Customers as hereinafter set forth. The
Shareholder Servicing Agent's appointment hereunder is not exclusive, and the
Shareholder Servicing Agent shall not be entitled to notice of or a right to
consent to the execution of a shareholder servicing agreement with any other
person.
2. Services to Be Performed.
2.1 Types of Services. The Shareholder Servicing Agent shall be
responsible for performing shareholder administrative and liaison services,
which shall include, without limitation:
(a) answering Customer inquiries regarding account status
and history, the manner in which purchases, exchanges and redemptions of
Institutional Class shares may be effected;
(b) assisting Customers in designating and changing
dividend options, account designations and addresses;
(c) providing necessary personnel and facilities to
establish and maintain Customer accounts and records;
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(d) assisting in aggregating and transmitting purchase,
redemption and exchange transactions;
(e) arranging for the wiring of money;
(f) transferring money in connection with Customer orders to
purchase or redeem shares;
(g) verify and guarantee Customer signatures in connection
with redemption and exchange orders and transfers and changes in Customer
accounts with a bank which is designated in the Fund Account Application and
which is approved by the Fund's Transfer Agent;
(h) furnishing (either separately or on an integrated basis
with other reports sent to a Customer by the Shareholder Servicing Agent)
monthly and year-end statements and confirmations of purchases, redemptions and
exchanges;
(i) furnishing, on behalf of the Institutional Class shares of
a Fund, proxy statements, annual reports, updated prospectuses and other
communications to Customers;
(j) receiving, tabulating and sending to a Fund, proxies
executed by Xxxxxxxxx; and
(k) providing such other related services, and necessary
personnel and facilities to provide all of the shareholder services
contemplated hereby, in each case, as the Company or a Customer may reasonably
request.
2.2 Standard of Services. All services to be rendered by the
Shareholder Servicing Agent hereunder shall be performed in a professional,
competent and timely manner. Any detailed operating standards and procedures to
be followed by the Shareholder Servicing Agent in performing the services
described above shall be determined from time to time by agreement between the
Shareholder Servicing Agent and the Company. The Company acknowledges that the
Shareholder Servicing Agent's ability to perform on a timely basis certain of
its obligations under this Agreement depends upon a Fund's timely delivery of
certain materials and/or information to the Shareholder Servicing Agent. The
Company agrees to use its best efforts to provide, or cause to be provided,
such materials to the Shareholder Servicing Agent in a timely manner.
2.3 Investments through Distributor. The Company and the
Shareholder Servicing Agent hereby agree that all purchases of Institutional
Class shares effected by the Shareholder Servicing Agent on behalf of its
Customers shall be effected by it through Xxxxxxxx Inc. ("Distributor") in its
capacity as the Funds' principal underwriter.
3. Fees.
3.1 Fees from the Fund. In consideration of the services described
in Section 2 hereof and the incurring of expenses in connection therewith, the
Shareholder Servicing Agent shall receive a fee to be paid in arrears
periodically or on a periodic basis to be agreed upon by the Company and the
Shareholder Servicing Agent from time to time (but in no event less frequently
than semi-annually) determined by a formula based upon the number of accounts
serviced by the Shareholder Servicing Agent
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during the period for which payment is being made, the level of assets or
activity in such accounts during such period, and/or the expenses incurred by
the Shareholder Servicing Agent. In no event will such fees exceed 0.25%, on an
annualized basis, of the average daily net assets of a Fund represented by
Institutional Class shares owned of record by the Shareholder Servicing Agent
on behalf of the Customers during the period for which payment is being made.
For purposes of determining the fees payable to the Shareholder Servicing Agent
hereunder, the per share value of the Institutional Class shares of a Fund's
net assets shall be computed in the manner specified in the Funds' then-current
prospectus. Notwithstanding the foregoing, if applicable laws, regulations or
rules impose a maximum fee amount (a "cap") on the Institutional Class shares
of a Fund with respect to shareholder servicing fees and/or fees for
distribution-related services, the amount payable hereunder shall be reduced to
an amount which, when considered in conjunction with the fees payable by a Fund
for the Institutional Class shares' distribution-related activities, is the
maximum amount payable to the Shareholder Servicing Agent under applicable
laws, regulations or rules. Notwithstanding anything herein to the contrary,
the Company shall not be obligated to make any payments under this Agreement
that exceed the maximum amounts payable under Article III, Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
The above fee constitutes all fees to be paid to the Shareholder Servicing
Agent by the Institutional Class shares of a Fund or the Company with respect
to the shareholder services contemplated hereby.
3.2 Fees from Customers. It is agreed that the Shareholder
Servicing Agent may impose certain conditions on Customers, subject to the
terms of the Funds' then-current prospectus, in addition to or different from
those imposed by a Fund, such as requiring a minimum initial investment or the
payment of additional fees directly by the Customer for additional services
offered by the Shareholder Servicing Agent to the Customer; provided, however,
that the Shareholder Servicing Agent may not charge customers any direct fee
which would constitute a "sales load" within the meaning of Section 2(a)(35) of
the Investment Company Act of 1940, as amended (the "1940 Act"). The
Shareholder Servicing Agent shall bill Customers directly for any such
additional fees. In the event the Shareholder Servicing Agent charges Customers
such additional fees, it shall notify the Company in advance and make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to Customers of any such additional fees charged directly
to the Customer. To the extent required by applicable rules and regulations of
the Securities and Exchange Commission, the Company shall make written
disclosure of the fees paid or to be paid by the Fund to the Shareholder
Servicing Agent pursuant to Section 3.1 of this Agreement. In no event shall
the Shareholder Servicing Agent have recourse or access, as Shareholder
Servicing Agent or otherwise, to the assets in the Customer's account, except
to the extent expressly authorized by law or by such Customer, or to any assets
of a Fund or the Company, for payment of any additional direct fees referred to
in this Section 3.2
4. Information Pertaining to the shares. The Shareholder Servicing
Agent and its officers, employees and agents are not authorized to make any
representations concerning the Company, the Fund or the Institutional Class
shares to Customers or prospective Customers, excepting only accurate
communication of any information provided by or on behalf of any administrator
of the Company or the Fund or any distributor of the Institutional Class shares
or information contained in the Funds' then-current prospectus. In furnishing
such information regarding the Company, the Fund or the Institutional Class
shares, the Shareholder Servicing Agent shall act as agent for the Customer
only and shall have no authority to act as agent for the Company, the Fund or
the Institutional Class shares. Advance copies or proofs of all materials which
are proposed to be circulated or disseminated by the Shareholder Servicing
Agent to Customers or prospective Customers and which identify or describe the
Company, the Fund or the Institutional Class shares shall be provided to the
Company at least 10 days prior to such circulation or dissemination (unless the
Company consents in writing to a shorter period), and such materials shall not
be circulated or disseminated or further circulated or disseminated at any time
after the Company shall have
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given written notice to the Shareholder Servicing Agent of any objection
thereto.
Nothing in this Section 4 shall be construed to make the Company
liable for the use (as opposed to the accuracy) of any information about the
Company, the Fund or Institutional Class shares which is disseminated by the
Shareholder Servicing Agent.
5. Use of the Shareholder Servicing Agent's Name. The Company shall
not use the name of the Shareholder Servicing Agent, or any of its affiliates
or subsidiaries, in any prospectus, sales literature or other materials
relating to the Company, the Fund or Institutional Class shares in a manner not
approved by the Shareholder Servicing Agent prior thereto in writing; provided,
however, that the approval of the Shareholder Servicing Agent shall not be
required for any use of its name which merely refers in accurate and factual
terms to its appointment hereunder or which is required by the Securities and
Exchange Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided, further, that in no
event shall such approval be unreasonably withheld or delayed.
6. Use of the Name of the Fund or the Company. The Shareholder
Servicing Agent shall not use the name of a Fund, the Company or Institutional
Class shares on any checks, bank drafts, bank statements or forms for other
than internal use in a manner not approved by the Company prior thereto in
writing; provided, however, that the approval of the Company shall not be
required for the use of the Company's name or the Fund's name in connection
with communications permitted by Section 4 hereof or (subject to Section 4, to
the extent the same may be applicable) for any use of the Company's name or the
Fund's name which merely identifies the Company or the Fund, as the case may be
in connection with the Shareholder Servicing Agent's role hereunder or which is
required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.
7. Security. The Shareholder Servicing Agent represents and
warrants that to the best of its knowledge, the various procedures and systems
which it has implemented (including provision for twenty-four hours a day
restricted access) with regard to safeguarding from loss or damage attributable
to fire, theft or any other cause the Company's records and other data within
its possession or control and the Shareholder Servicing Agent's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. The parties shall review such systems and procedures
on a periodic basis, and the Company shall from time to time specify the types
of records and other data of the Company to be safeguarded in accordance with
this Section 7.
8. Compliance with Laws. The Shareholder Servicing Agent shall
comply with all applicable federal and state laws and regulations, including
securities laws. The Shareholder Servicing Agent represents and warrants to the
Company that the performance of all its obligations hereunder will comply with
all applicable laws and regulations, the provisions of its charter documents
and by-laws and all material contractual obligations binding upon the
Shareholder Servicing Agent. The Shareholder Servicing Agent furthermore
undertakes that it will promptly, after the Shareholder Servicing Agent becomes
so aware, inform the Company of any change in applicable laws or regulations
(or interpretations thereof) or in its charter or by-laws or material contracts
which would prevent or impair full performance of any of its obligations
hereunder.
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9. Reports. To the extent requested by the Company from time to time,
but at least quarterly, the Shareholder Servicing Agent will provide the
Treasurer of the Company with a written report of the amounts expended by the
Shareholder Servicing Agent pursuant to this Agreement and the purposes for
which such expenditures were made. Such written reports shall be in a form
satisfactory to the Company and shall supply all information necessary for the
Company to discharge its responsibilities under applicable laws and
regulations. In addition, the Shareholder Servicing Agent shall have a duty to
furnish to the Company's Board of Directors such information as may reasonably
be necessary to an informed determination of whether this Agreement should be
implemented or continued pursuant to Section 16.
10. Record Keeping.
10.1 Section 31(a). The Shareholder Servicing Agent shall
maintain records in a form acceptable to the Company and in compliance with
applicable laws and the rules and regulations of the Securities and Exchange
Commission, including but not limited to the record-keeping requirements of
Section 31(a) of the 1940 Act and the rules thereunder, with respect to the
services contemplated by this Agreement. Such records shall be deemed to be the
property of the Company and will be made available, at the Company's request,
for inspection and use by the Company, representatives of the Company and
governmental authorities. The Shareholder Servicing Agent agrees that, for so
long as it retains any records hereunder, it will meet all reporting
requirements pursuant to the 1940 Act and applicable to the Shareholder
Servicing Agent with respect to such records.
10.2 Rules 17a-3 and 17a-4. The Shareholder Servicing Agent shall
maintain accurate and complete records with respect to services performed by
the Shareholder Servicing Agent in connection with the purchase and redemption
of Institutional Class shares through the Distributor. Such records shall be
maintained in a form reasonably acceptable to the Company and in compliance
with the requirements of Rules 17a-3 and 17a-4 under the Securities Exchange
Act of 1934, as amended, pursuant to which any dealer of the Institutional
Class shares must maintain certain records. All such records maintained by the
Shareholder Servicing Agent shall be the property of the Distributor and will
be made available for inspection and use by the Company or the Distributor upon
the request of either. The Shareholder Servicing Agent shall file with the
Securities and Exchange Commission and other appropriate governmental
authorities, and furnish to the Company and the Distributor copies of, all
reports and undertakings as may be reasonably requested by the Company or the
Distributor in order to comply with such rules. If so requested by the
Distributor, the Shareholder Servicing Agent shall confirm to the Distributor
its obligations under this Section 10.2 by a writing reasonably satisfactory to
the Distributor.
10.3 Identification, Etc. of Records. The Company shall from time
to time instruct the Shareholder Servicing Agent in writing as to, and the
Company and the Shareholder Servicing Agent shall periodically review, the
records to be maintained and the procedures to be followed by the Shareholder
Servicing Agent in complying with the foregoing Sections 10.1 and 10.2 and
Section 8 to the extent it relates to record-keeping required under federal
securities laws and regulations. Notwithstanding the provisions of Section 8,
the Shareholder Servicing Agent shall be entitled to rely on such instructions.
10.4 Transfer of Customer Data. In the event this Agreement is
terminated or a successor to the Shareholder Servicing Agent is appointed, the
Shareholder Servicing Agent shall, at the expense of the Company, transfer to
such successor as the Company may designate a certified list of the beneficial
owners of Institutional Class shares of the Company serviced by the Shareholder
Servicing Agent (with name, address and tax identification or Social Security
number), a complete record of the account of each such shareholder and the
status thereof, and all other relevant books, records, correspondence, and
other data established or maintained by the Shareholder Servicing Agent under
this Agreement. In the
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event this Agreement is terminated, the Shareholder Servicing Agent will use
its best efforts to cooperate in the orderly transfer of such duties and
responsibilities to the successor, including assistance in the establishment of
books, records and other data by the successor.
10.5 Survival of Record-Keeping Obligations. The record-keeping
obligations imposed in this Section 10 shall survive the termination of this
Agreement for the shorter of a period of six years or that minimum period
required by applicable rules or regulations of the Securities and Exchange
Commission.
10.6 Obligations Pursuant to Agreement Only. Nothing in this
Section 10 shall be construed to mean that the Shareholder Servicing Agent
would, by virtue of its role hereunder, be required under applicable law to
maintain the records required to be maintained by it under this Section 10, but
it is understood that the Shareholder Servicing Agent has agreed to do so in
order to enable the Company and the Distributor to comply with laws and
regulations applicable to them.
10.7 Shareholder Servicing Agent's Rights to Copy Records.
Anything in this Section 10 to the contrary notwithstanding, except to the
extent otherwise prohibited by law, the Shareholder Servicing Agent shall have
the right to copy, maintain and use any records maintained by the Shareholder
Servicing Agent pursuant to this Section 10, except as otherwise prohibited by
Sections 4 and 6 hereof.
11. Force Majeure. The Shareholder Servicing Agent shall not be
liable or responsible for delays or errors by reason of circumstances beyond
its reasonable control, including, but not limited to, acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots or
failure of communication systems or power supply.
12. Indemnification.
12.1 Indemnification of the Shareholder Servicing Agent. The
Company will indemnify and hold the Shareholder Servicing Agent harmless from
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) from any claim, demand, action or suit
(collectively, "Claims") (a) arising in connection with misstatements or
omissions in the Funds' prospectus, actions or inactions by the Company or any
of its agents or contractors or the performance of the Shareholder Servicing
Agent's obligations hereunder and (b) not resulting from (i) the bad faith or
negligence of the Shareholder Servicing Agent, its officers, employees or
agents, or (ii) any breach of applicable law by the Shareholder Servicing
Agent, its officers, employees or agents, or (iii) any action of the
Shareholder Servicing Agent, its officers, employees or agents which exceeds
the legal authority of the Shareholder Servicing Agent or its authority
hereunder, or (iv) any error or omission of the Shareholder Servicing Agent,
its officers, employees or agents with respect to the purchase, redemption and
transfer of Customers' Institutional Class shares or the Shareholder Servicing
Agent's verification or guarantee of any Customer signature. Notwithstanding
anything herein to the contrary, the Company will indemnify and hold the
Shareholder Servicing Agent harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any Claim as a result of its acting in accordance with any
written instructions reasonably believed by the Shareholder Servicing Agent to
have been executed by any person duly authorized by the Company, or as a result
of acting in reliance upon any instrument or stock certificate reasonably
believed by the Shareholder Servicing Agent to have been genuine and signed,
countersigned or executed by a person duly authorized by the Company, excepting
only the gross negligence or bad faith of the Shareholder Servicing Agent.
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In any case in which the Company may be asked to indemnify or
hold the Shareholder Servicing Agent harmless, the Company shall be advised of
all pertinent facts concerning the situation in question and the Shareholder
Servicing Agent shall use reasonable care to identify and notify the Company
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against the Company. The Company shall have the
option to defend the Shareholder Servicing Agent against any Claim which may be
the subject of indemnification hereunder. In the event that the Company elects
to defend against such Claim, the defense shall be conducted by counsel chosen
by the Company and reasonably satisfactory to the Shareholder Servicing Agent.
The Shareholder Servicing Agent may retain additional counsel at its expense.
Except with the prior written consent of the Company, the Shareholder Servicing
Agent shall not confess any Claim or make any compromise in any case in which
the Company will be asked to indemnify the Shareholder Servicing Agent.
12.2 Indemnification of the Company. Without limiting the rights
of the Company under applicable law, the Shareholder Servicing Agent will
indemnify and hold the Company harmless from all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses) from
any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder
Servicing Agent, its officers, employees or agents, or (ii) any breach of
applicable law by the Shareholder Servicing Agent, its officers, employees or
agents, or (iii) any action of the Shareholder Servicing Agent, its officers,
employees or agents which exceeds the legal authority of the Shareholder
Servicing Agent or its authority hereunder, or (iv) any error or omission of
the Shareholder Servicing Agent, its officers, employees or agents with respect
to the purchase, redemption and transfer of Customers' Institutional Class
shares or the Shareholder Servicing Agent's verification or guarantee of any
Customer signature, and (b) not resulting from the Shareholder Servicing
Agent's actions in accordance with written instructions reasonably believed by
the Shareholder Servicing Agent to have been executed by any person duly
authorized by the Company, or in reliance upon any instrument or stock
certificate reasonably believed by the Shareholder Servicing Agent to have been
genuine and signed, countersigned or executed by a person duly authorized by
the Company.
In any case in which the Shareholder Servicing Agent may be asked to
indemnify or hold the Company harmless, the Shareholder Servicing Agent shall
be advised of all pertinent facts concerning the situation in question and the
Company shall use reasonable care to identify and notify the Shareholder
Servicing Agent promptly concerning any situation which presents or appears
likely to present a claim for indemnification against the Shareholder Servicing
Agent. The Shareholder Servicing Agent shall have the option to defend the
Company against any Claim which may be the subject of indemnification
hereunder. In the event that the Shareholder Servicing Agent elects to defend
against such Claim, the defense shall be conducted by counsel chosen by the
Shareholder Servicing Agent and satisfactory to the Company. The Company may
retain additional counsel at its expense. Except with the prior written consent
of the Shareholder Servicing Agent, the Company shall not confess any Claim or
make any compromise in any case in which the Shareholder Servicing Agent will
be asked to indemnify the Company.
12.3 Survival of Indemnities. The indemnities granted by the
parties in this Section 12 shall survive the termination of this Agreement.
13. Insurance. The Shareholder Servicing Agent shall maintain
reasonable insurance coverage against any and all liabilities which may arise
in connection with the performance of its duties hereunder.
14. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed sufficient if mailed to such
party at the address of such party set forth in the
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preamble of this Agreement or at such other address as such party may have
designated by written notice to the other.
15. Further Assurances. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
16. Implementation and Duration of Agreement. This Agreement is
effective upon the date first written below and shall continue in effect for a
period of more than one year from the date hereof so long as the Servicing Plan
and related form of agreement or this Agreement is not specifically terminated
by a vote of the Company's Board of Directors and of the Directors who are not
"interested persons" of the Company (as defined in the 1940 Act) and have no
direct or indirect financial interest in the operation of a Fund's
Institutional Class Servicing Plan (the "Plan"), this Agreement, or any other
agreement related to such Plan, cast in person at a meeting called for the
purpose of voting on this Agreement.
17. Termination. This Agreement may be terminated by the Company,
without the payment of any penalty, at any time upon not more than 60 days' nor
less than 30 days' notice, by a vote of a majority of the Board of Directors of
the Company who are not "interested persons" of the Company (as defined in the
1940 Act) and have no direct or indirect financial interest in the operation of
the Plan, this Agreement or any other agreement related to such Plan, including
the Amended Distribution Agreement, or by "a vote of a majority of the
outstanding voting securities" (as defined in the 1940 Act) of the
Institutional Class shares of a Fund. The Shareholder Servicing Agent may
terminate this Agreement upon not more than 60 days' nor less than 30 days'
notice to the Company. Either party may assign this Agreement provided that
such party obtain the prior written consent of the other party. Upon
termination hereof, a Fund shall pay such compensation as may be due the
Shareholder Servicing Agent as of the date of such termination.
18. Changes; Amendments. This Agreement may be supplemented or
amended only by written instrument signed by both parties, but may not be
amended to increase materially the maximum amount payable without approval of
"a vote of a majority of the outstanding voting securities" (as defined in the
1940 Act) of the Institutional Class shares of a Fund, and all material
amendments must be approved in the manner described in Section 16.
19. Limitation of Liability. The Shareholder Servicing Agent hereby
agrees that obligations assumed by the Company pursuant to this Agreement shall
be limited in all cases to a Fund and its assets and that the Shareholder
Servicing Agent shall not seek satisfaction of any such obligations from the
Board of Directors or any individual Director of the Company or from the assets
of any other portfolio or series of the Company.
20. Subcontracting by Shareholder Servicing Agent. The Shareholder
Servicing Agent may, with the written approval of the Company (such approval
not to be unreasonably withheld or delayed), subcontract for the performance of
the Shareholder Servicing Agent's obligations hereunder with any one or more
persons, including but not limited to any one or more persons which is an
affiliate of the Shareholder Servicing Agent; provided, however, that the
Shareholder Servicing Agent shall be as fully responsible to the Company for
the acts and omissions of any subcontractor as it would be for its own acts or
omissions.
21. Authority to Vote. The Company hereby confirms that nothing
contained in the Articles of Incorporation of the Company would preclude the
Shareholder Servicing Agent, at any meeting of
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shareholders of the Company or of a Fund, from voting any Institutional Class
shares held in accounts serviced by the Shareholder Servicing Agent and which
are otherwise not represented in person or by proxy at the meeting,
proportionately in accordance with the votes cast by holders of all
Institutional Class shares otherwise represented at the meeting in person or by
proxy and held in accounts serviced by the Shareholder Servicing Agent.
22. Compliance with Laws and Policies; Cooperation. The Company
hereby agrees that it will comply with all laws and regulations applicable to a
Fund's operations and the Shareholder Servicing Agent agrees that it will
comply with all laws and regulations applicable to providing the services
contemplated hereby.
22.1 Miscellaneous. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of
California. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. 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.
STAGECOACH FUNDS, INC. on behalf of the
Funds listed in the attached Appendix
By:
---------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
-------------------------------
Title: Chief Operating Officer,
Secretary and Treasurer
-----------------------------
XXXXX FARGO BANK, N.A.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
9
13
APPENDIX
Aggressive Growth Fund
Arizona Tax-Free Fund
Balanced Fund
California Tax-Free Bond Fund
California Tax-Free Income Fund
Equity Value Fund
Xxxxxx Xxx Fund
Growth and Income Fund
Intermediate Bond Fund
International Equity Fund
Money Market Mutual Fund
National Tax-Free Fund
Oregon Tax-Free Fund
Prime Money Market Mutual Fund
Short-Intermediate Government Fund
Small Cap Fund
Treasury Money Market MutualFund
Approved: April 25, 1996
As Amended: August 29,1996 and April 29, 1997
10
