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EX-99.B5(b)(xii)
ADMINISTRATION AGREEMENT
National Tax-Free Money Market Mutual Fund
a portfolio of
STAGECOACH FUNDS, INC.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
February 12, 1996
Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the
"Company") on behalf of the National Tax-Free Money Market Mutual Fund (the
"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 Fund in the manner and in
accordance with the investment objective and restrictions specified 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
Registration Statement have been furnished to the Administrator. Any
amendments to the Registration Statement 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.
The Company's Board of Directors has directed that the Fund achieve its
investment objective by investing the Fund's assets in a corresponding
portfolio of Master Investment Trust (the "Trust"), another registered
investment company, which is advised by Xxxxx Fargo Bank, N.A. (the "Adviser"),
until such time as the Board decides to invest the Fund's assets in another
registered investment company or enters into an advisory contract to directly
manage the Fund's assets.
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 Trust's or Company's investment adviser (if any),
transfer and dividend disbursing agent, shareholder servicing agents,
custodian, independent auditors 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 Company's
shareholder servicing agents and transfer and dividend disbursing agent.
4. Except as provided in each of the Company's investment
advisory contracts and shareholder servicing and administration agreements, the
Company shall bear all costs of its operations, including any Fund's pro rata
share of the cost of operations of a Master Portfolio in which it invests; the
compensation of its directors who are not affiliated with any investment
adviser of the Company's Funds; the Administrator or any of their affiliates;
any advisory and shareholder servicing and administration fees; payments for
distribution-related expenses pursuant to any Rule 12b-1 Plan, i.e., a plan of
distribution of the Company adopted on behalf of any of the Funds pursuant to
Rule 12b-1 under the Act; governmental fees; interest charges; taxes; fees and
expenses of its independent auditors, legal counsel, transfer agent and
dividend disbursing agent; expenses of redeeming shares; expenses of preparing
and printing any stock certificates, prospectuses (except the expense of
printing and mailing prospectuses used for promotional purposes, unless
otherwise payable pursuant to a Rule 12b-1 Plan), 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; brokerage and other expenses connected with the execution of portfolio
securities transactions; fees and expenses of any custodian, including those
for keeping books and accounts and calculating the net asset value per share of
the Fund; expenses of shareholders' meetings; expenses relating to the
issuance, registration and qualification of shares of the Fund; pricing
services, if any; organizational expenses; and any extraordinary expenses.
Expenses attributable to one or more, but not all, of the Funds are charged
against the assets of the relevant Funds. General expenses of the Company are
allocated among the Funds in a manner proportionate to the net assets of each
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
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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 business day at the
time set forth in the Registration Statement 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 each such monthly fee, the value of the Fund's net
assets shall be computed in the manner specified in the Company's Registration
Statement 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 New York Stock Exchange is open for trading.
7. If in any fiscal year the total expenses of the Fund
incurred by, or allocated to, the Fund excluding taxes, interest, brokerage
commissions and other portfolio transaction expenses, other expenditures that
are capitalized in accordance with generally accepted accounting principles,
extraordinary expenses and amounts accrued or paid under a Rule 12b-1 Plan of
the Fund, but including the fees provided for in paragraph 6 and those provided
for pursuant to any investment advisory contract of the Fund or Trust
("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 any fee payable pursuant to an investment
advisory contract of the Fund and/or the Trust, to the extent the Fund has
invested its assets in the Trust, 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 Investment 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
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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 two years.
Thereafter, this agreement may be terminated at any time, without the payment
of any penalty, by a vote of a majority of 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 60 days' written notice to the Administrator or by
the Administrator 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.
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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 FUNDS, INC.,
on behalf of the National Tax-Free Money
Market Mutual Fund
By: /s/Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Operating Officer, Secretary and
Treasurer
ACCEPTED as of the date
set forth above:
XXXXXXXX INC.
By: /s/R. Xxxx Xxxxxx
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Name: R. Xxxx Xxxxxx
Title: Senior Vice President
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