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EX-99.B 9(b)(iv)
SHAREHOLDER SERVICING AGREEMENT
THIS SHAREHOLDER SERVICING AGREEMENT ("Agreement"), dated as of November
9, 1992, 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 California Tax-Free Income Fund
("Fund"), and Xxxxx Fargo Bank, N.A., 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000, as shareholder servicing agent hereunder
("Shareholder Servicing Agent");
W I T N E S S E T H:
WHEREAS, shares of common stock (.001 par value) of the Fund ("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 the Fund; and
WHEREAS, the Shareholder Servicing Agent wishes to facilitate purchases
and redemption's of 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 the Fund; and
WHEREAS, it is in the best interest of the Fund to make the services of
the Shareholder Servicing Agent available to the Customers who, from time to
time, become shareholders of the Fund;
NOW THEREFORE, the Company, on behalf of the Fund, and the Shareholder
Servicing Agent hereby agree as follows:
1. Appointment. The Shareholder Servicing Agent hereby 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 account administrative and servicing
functions, which shall include, without limitation:
(a) answering Customer inquiries regarding account status and history,
the manner in which purchases, exchanges and redemptions of Fund shares may be
effected:
(b) assisting Customers in designating and changing dividend options,
account designations and addresses;
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(c) providing necessary personnel and facilities to establish and
maintain Customer accounts and records;
(d) assisting in processing 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 Fund, proxy statements, annual reports,
updated prospectuses and other communications to Customers;
(j) receiving, tabulating and sending to the Fund proxies executed by
Customers; 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 the 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 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 Fund's
principal underwriter.
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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 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 0.30W, on an annualized basis, of the average daily
net assets of the Fund represented by 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 Fund's net assets shall
be computed in the manner specified in the Fund's then-current prospectus.
Notwithstanding the foregoing, if applicable laws, regulations or rules impose
a maximum fee amount (a "cap") on the 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 the Fund for distribution-related
activities, is the maximum amount payable to the Shareholder Servicing Agent
under applicable laws, regulations or rules. The above fee constitutes all
fees to be paid to the Shareholder Servicing Agent by the 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
Fund's then current prospectus, in addition to or different from those imposed
by the 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 xxxx 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 the 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
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Company, the Fund or the 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 Shares or information contained in the then-current Fund prospectus. In
furnishing such information regarding the Company, the Fund or the 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 or the Fund. 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 or the Fund 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 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
or the Fund 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 or the Fund 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 the Fund or the Company 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-on 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 Agreement 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
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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 bylaws 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.
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 Keening.
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 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,
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pursuant to which any dealer of the 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 Agreement I 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 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 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
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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
Fund's 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 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.
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
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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' 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 preamble of this Agreement
or at such other address as such party may have designated by written notice to
the other.
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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 a "vote of a majority of the outstanding voting securities" (as
defined in the 0000 Xxx) and approval by the Company's Board of Directors, and
of the Directors who are not "interested persons" of the Company (as defined in
the 0000 Xxx) and have no direct or indirect financial interest in the
operation of the Fund's Distribution Plan (the "Plan"), this Agreement, or any
other agreement related to such Plan, including the Fund's Distribution
Agreement, cast in person at a meeting called for the purpose of voting on this
Agreement. Subject to Section 17, this Agreement shall continue in effect for
a period of more than one year from the date hereof so long as such continuance
is specifically approved at least annually by a vote of Company's Board of
Directors, in the manner described above.
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
0000 Xxx) 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 Fund's Distribution Agreement, or by "a vote of a majority of the
outstanding voting securities" (as defined in the 0000 Xxx) of the Fund. The
Shareholder Servicing Agent may terminate this Agreement upon not more than 60
days' nor less than 30 days' notice to the Company. Notwithstanding anything
herein to the contrary, but except as provided in Section 20 of this Agreement,
this Agreement may not be assigned and shall terminate automatically without
notice to either party upon any assignment. Upon termination hereof, the 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 0000 Xxx)
of the 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 the 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 got limited to any one or more persons which is an
affiliate of the Shareholder Servicing Agent; provided, however, that the
Shareholder
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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 shareholders of the Company or
of the Fund, from voting any 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 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 the
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 California Tax-Free
Income Fund
By: /s/Xxxxxxx X. Xxxxx, Xx.
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Title: Secretary and Treasurer
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XXXXX FARGO BANK, N.A.
By: /s/Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
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By: /s/Xxxxx X. Xxxxxxx
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Title: Vice President
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