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EX-99.B 5(b)(i)
AMENDED ADMINISTRATION AGREEMENT
Money Market Fund
a portfolio of
STAGECOACH INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
February 1, 1994
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between Stagecoach Inc. (the
"Company"), on behalf of each of its portfolios now or hereafter listed on
Schedule I hereto (each a "Fund"), and Xxxxxxxx Inc. (the "Administrator") as
follows:
1. The Company is a registered open-end management investment
company currently consisting of thirteen investment portfolios, but which may
from time to time consist of a greater or lesser number of investment
portfolios (the "Funds"). The Company proposes to engage in the business of
investing and reinvesting the assets of the Funds in the manner and in
accordance with the investment objective and restrictions specified in the
Funds' currently effective prospectuses and statements of additional
information incorporated by reference therein relating to the Funds and the
Company (such prospectuses and such statements of additional information being
collectively referred to as the "Prospectuses") included in the Company's
Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Company under the Investment Company Act of 1940 (the
"Act") and the Securities Act of 1933. Copies of the documents referred to in
the preceding sentence have been furnished to the Administrator. Any
amendments to those documents shall be furnished to the Administrator promptly.
2. The Company is engaging the Administrator to provide the
administrative services specified elsewhere in this agreement, subject to the
overall supervision of the Board of Directors of the Company. Pursuant to an
advisory and services contract between the Company and Xxxxx Fargo Bank, N.A.
(the "Adviser"), on behalf of the Fund, the Company has engaged the Adviser to
manage the investing and reinvesting of the assets of the Fund and to provide
advisory services.
3. The Administrator shall, at its expense, provide the
following administrative services in connection with the operations of the
Company and the Fund: (a) furnishing office
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space and certain facilities required for conducting the business of the Fund;
(b) general supervision of the operation of the Fund, including coordination of
the services performed by the Company's investment adviser, transfer and
dividend disbursing agent, custodians, independent accountants and legal
counsel; regulatory compliance, including the compilation of information for
documents such as reports to, and filings with, the Securities and Exchange
Commission and state securities commissions; and preparation of proxy
statements and shareholder reports for the Company; (c) the compensation of the
Company's directors, officers and employees who are affiliated with the
Administrator; (d) general supervision relating to the compilation of data
required for the preparation of periodic reports on the performance of its
obligations under this agreement and statements of the Fund that are
distributed to the Company's officers and Board of Directors and the
preparation of such additional reports and information as the Company's Board
of Directors or officers shall reasonably request; and (e) all other
administrative services reasonably necessary for the operation of the Fund,
other than those services that are to be provided by the Adviser pursuant to
the Advisory and Services Contracts and by the Company's transfer and dividend
disbursing agent.
4. Except as provided in each of the Company's Advisory
Contracts, the Administrator shall bear substantially all costs of the
operations of the Fund and of the Company (allocated to the Fund), including
the compensation of its directors who are not affiliated with the Adviser, the
Administrator or any of their affiliates; governmental fees; interest charges;
fees and expenses of its independent auditors, legal counsel, expenses of
preparing and printing any stock certificates, prospectuses, 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; expenses of shareholders' meetings; expenses relating to the
issuance, registration and qualification of shares of the Fund; and
organizational expenses. Notwithstanding anything to the contrary, the
Administrator shall not be required to bear any cost or expense which a
majority of the disinterested directors of the Company deems to be an
extraordinary expense or brokerage and other expenses connected with the
execution of portfolio transactions. General expenses of the Company are
allocated among the Fund in a manner proportionate to the net assets of the
Fund, on a transactional basis or on such other basis as the Board of Directors
deems equitable.
5. The Administrator shall give the Company the benefit of the
Administrator's best judgment and efforts in rendering services under this
agreement. As an inducement to the Administrator's undertaking to render these
services, the Company agrees that the Administrator shall not be liable under
this agreement for any mistake in judgment or in any other event whatsoever
except for lack of good faith, provided that nothing in this agreement shall be
deemed to protect or purport to protect the Administrator against any liability
to the Company or its shareholders to which the Administrator would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of the Administrator's duties under this agreement or by reason
of reckless disregard of its obligations and duties hereunder.
6. In consideration of the services to be rendered by the
Administrator under this agreement, the Company shall pay the Administrator a
monthly fee on the first business day of each month, at the annual rate of
0.05% of the average daily value (as determined on each
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business day at the time set forth in the Prospectuses for determining net
asset value per share) of the Fund's net assets during the preceding month. If
the fee payable to the Administrator pursuant to this paragraph 6 begins to
accrue after the beginning 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 the monthly fee, the value of the Fund's net assets
shall be computed in the manner specified in the Prospectus and the Company'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 the
Company is open for business.
7. If in any fiscal year the total expenses of the Fund
incurred by, or allocated to, the Fund excluding extraordinary expenses of the
Fund, but including the fees provided for in paragraph 6 and those provided for
pursuant to the Fund's Advisory Contract ("includable expenses"), exceed the
most restrictive expense limitation applicable to the Fund imposed by state
securities laws or regulations thereunder, as these limitations may be raised
or lowered from time to time, the Administrator shall waive or reimburse that
portion of the excess derived by multiplying the excess by a fraction, the
numerator of which shall be the percentage at which the excess portion
attributable to the fee payable pursuant to this agreement is calculated under
paragraph 6 hereof, and the denominator of which shall be the sum of such
percentage plus the percentage at which the excess portion attributable to the
fee payable pursuant to the Fund's Advisory Contract is calculated (the
"Applicable Ratio"), but only to the extent of the fee hereunder for the fiscal
year. If the fees payable under this agreement and/or the Fund's Advisory
Contract contributing to such excess portion are calculated at more than one
percentage rate, the Applicable Ratio shall be calculated separately on the
basis of, and applied separately to, the portions of the fees calculated at the
different rates. At the end of each month of the Company's fiscal year, the
Company shall review the includable expenses accrued during that fiscal year to
the end of that period and shall estimate the includable expenses for the
balance of that fiscal year. If as a result of that review and estimation it
appears likely that the includable expenses will exceed the limitations
referred to in this paragraph 7 for a fiscal year with respect to the Fund, the
monthly fee set forth in paragraph 6 payable to the Administrator for such
month shall be reduced, subject to a later adjustment, by an amount equal to
the Applicable Ratio times the pro rata portion (prorated on the basis of the
remaining months of the fiscal year, including the month just ended) of the
amount by which the includable expenses for the fiscal year are expected to
exceed the limitations provided for in this paragraph 7. For purposes of
computing the excess, if any, over the most restrictive applicable expense
limitation, the value of the Fund's net assets shall be computed in the manner
specified in the last sentence of paragraph 6, and any reimbursements required
to be made by the Administrator shall be made once a year promptly after the
end of the Company's fiscal year.
8. This agreement shall become effective on its execution date
and shall thereafter continue in effect for a period of no less than three
years. Thereafter, this agreement may be terminated at any time with respect
to the Company or any Fund, without the payment of any penalty, by a vote of a
majority of the Company's or the Fund's outstanding voting securities (as
defined in the Act) and by a vote of a majority of the Company's entire Board
of Directors on
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60 days' written notice to the Administrator or by the Administrator with
respect to the Company or the Fund on 60 days' written notice to the Company.
9. Except to the extent necessary to perform the
Administrator's obligations under this agreement, nothing herein shall be
deemed to limit or restrict the right of the Administrator, or any affiliate of
the Administrator, or any employee of the Administrator 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 similar or dissimilar nature, or to render
services of any kind to any other corporation, firm, individual or association.
10. This agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas.
If the foregoing correctly sets forth the agreement between the
Company and the Administrator, please so indicate by signing and returning to
the Company the enclosed copy hereof.
Very truly yours,
STAGECOACH INC.
on behalf of the
Money Market Fund
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx
Title: Chief Operating Officer
ACCEPTED as of the date
set forth above:
XXXXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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SCHEDULE I
Money Market Fund
