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EXHIBIT 99.B9(d)(xi)
STAGECOACH FUNDS, INC.
SERVICING PLAN
CLASS B 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 Class B 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 Class B
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 Class B 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 Class B 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 Class B 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 shall continue thereafter for successive annual periods,
provided that such Plan is not
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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
Arizona Tax-Free Fund
Balanced Fund
Equity Value Fund
Intermediate Bond Fund
International Equity Fund
National Tax-Free Fund
Oregon Tax-Free Fund
Small Cap Fund
Approved: April 25, 1996
As Amended: August 28-29, 1996 and April 29, 1997
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FORM OF
SHAREHOLDER SERVICING AGREEMENT
(Class B 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 ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf of the Funds listed in the
attached Appendix (each a "Fund"), and [ ], N.A. as
shareholder servicing agent hereunder ("Shareholder Servicing Agent");
W I T N E S S E T H:
WHEREAS, Class B shares of common stock (.001 par value) of each Fund
(hereinafter "Class B 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 Class B 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 the 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 the Funds, and the
Shareholder Servicing Agent hereby agree as follows:
1. Appointment. The Shareholder Servicing Agent ▇▇▇▇▇▇ 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
functions, which shall include, without limitation:
(a) answering Customer inquiries regarding account status and
history, the manner in which purchases, exchanges and redemptions of Class B
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 a 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 Class B 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 ▇▇▇▇▇▇▇▇▇; 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 Class B shares
effected by the Shareholder Servicing Agent on behalf of its Customers shall be
effected by it through ▇▇▇▇▇▇▇▇ 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
Class B 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 Class B 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 Class B 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 Class B 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 Class B 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 a 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 Company, the Fund or the Class B 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 Class B shares or information contained in
the Funds' then-current prospectus. In furnishing such information regarding
the Company, the Fund or the Class B 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 Class B 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 Class B 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
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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, the Fund or Class B 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 Class B 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 Class B 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 a 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 a Fund's name which merely
identifies the Company or a 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 Class B 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 Class B 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 Class B 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
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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' Class B 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' Class B 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 Class B
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 Class B
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 Class B 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 shareholders of the Company or
of a Fund, from voting any Class B shares held in accounts serviced by the
Shareholder Servicing Agent and which are otherwise not represented in person
or by proxy at the meeting,
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proportionately in accordance with the votes cast by holders of all Class B
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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------
Title: Chief Operating Officer,
------------------------
Secretary and Treasurer
-----------------------
▇▇▇▇▇ FARGO BANK, N.A.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
9
13
APPENDIX
Arizona Tax-Free Fund
Balanced Fund
Equity Value Fund
Intermediate Bond Fund
International Equity Fund
National Tax-Free Fund
Oregon Tax-Free Fund
Small Cap Fund
Approved: April 25, 1996
As Amended: August 29, 1996 and April 29, 1997
10