FORM OF
SHAREHOLDER SERVICING AGREEMENT FOR
STAGECOACH FUNDS, INC. AND
STAGECOACH TRUST
THIS SHAREHOLDER SERVICING AGREEMENT ("Agreement"), dated as of ________,
1998, is made among Stagecoach Funds, Inc. (the "Company"), a Maryland
corporation, Stagecoach Trust (the "Trust"), a Massachusetts business trust,
(sometimes referred to herein as the "Companies"), each having its principal
place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf
of the classes of shares of the Funds of the Company and the Trust listed in the
attached Appendix, as amended from time to time, (each a "Class" and a "Fund"
and, collectively, the "Classes" and the "Funds"), and ▇▇▇▇▇ Fargo Bank, N.A. as
shareholder servicing agent hereunder ("Shareholder Servicing Agent");
W I T N E S S E T H:
WHEREAS, shares of common stock of a Fund of the Company, and shares of
beneficial interest of a Fund of the Trust (hereinafter the "Shares") may be
purchased or redeemed through a broker/dealer or financial institution which has
entered into a shareholder servicing agreement with the Company and the Trust on
behalf of their respective Funds; and
WHEREAS, the Shareholder Servicing Agent wishes to facilitate purchases
and redemptions 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 a Fund; and
WHEREAS, it is in the best interests of the Funds 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 and the Trust, on behalf of their respective
Funds, and the Shareholder Servicing Agent hereby agree as follows:
1. Appointment. The Shareholder Servicing Agent hereby agrees to
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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.
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2.1 Types of Services. The Shareholder Servicing Agent shall be
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responsible for performing shareholder administrative and liaison services,
which shall include, without limitation:
(a) answering Customer inquiries regarding account status and
history, and the manner in which purchases, exchanges and redemptions of 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) verifying and guaranteeing 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 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 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 the Trust, as the case may be, or a
Customer may reasonably request.
2.2 Standard of Services. All services to be rendered by the
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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 Companies. The Company and the Trust each
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 and the Trust each 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, the Trust and
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the Shareholder Servicing Agent each hereby agrees that all purchases of 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.
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3.1 Fees from the Funds. In consideration of the services
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described in Section 2 hereof and the incurring of expenses in connection
therewith, the Shareholder Servicing Agent shall receive a fee, from each of the
Classes of Shares of the Funds identified in the attached Appendix, which shall
be paid in arrears periodically or on a periodic basis to be agreed between the
Company and the Shareholder Servicing Agent, and between the Trust 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 of
the particular Class in a particular Fund 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 the fees charged to a Class of
Shares of a Fund exceed the amount set forth opposite such Class of Shares of
such Fund in the Appendix attached hereto. In addition, all fees paid by Classes
of Shares of the Funds hereunder shall be calculated based on the average daily
net assets of the particular Class of Shares of such Fund owned of record by the
Shareholder Servicing Agent on behalf of the Customers during the period for
which payment is being
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made. For purposes of determining the fees payable to the Shareholder Servicing
Agent hereunder, the per share value of a Class of a Fund 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") with respect to shareholder servicing fees and/or fees for
distribution-related services that may be paid by the Shares of a Fund, the
amount payable hereunder shall be reduced to an amount which, when considered in
conjunction with the fees payable by a Fund for the 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, neither the Company nor the Trust shall be obligated to make any
payments under this Agreement that exceed the maximum amounts payable under Rule
2830 of the Conduct Rules of the National Association of Securities Dealers,
Inc. The above fee constitutes all fees to be paid to the Shareholder Servicing
Agent by a Class of Shares of a Fund of the Company or the Trust with respect to
the shareholder services contemplated hereby.
3.2 Fees from Customers. It is agreed that the Shareholder
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Servicing Agent may impose certain conditions on Customers, subject to the terms
of the relevant 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,
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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 ▇▇▇▇ 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 ("SEC"), the Company and the Trust 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 a Fund, the Company or the Trust, for payment of any
additional direct fees referred to in this Section 3.2.
4. Information Pertaining to the Shares. The Shareholder Servicing
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Agent and its officers, employees and agents are not authorized to make any
representations concerning the Company, the Trust, a Fund or the Shares of any
Class thereof to Customers or prospective Customers, excepting only accurate
communication of any information provided by or on behalf of any administrator
of the Company, the Trust or the Distributor of information contained in the
relevant Fund's then-current prospectus. In furnishing such information
regarding the Company, the Trust, a 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, the Trust, a Fund or the 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 Trust, a Fund or the
Shares shall be provided to the Company or the Trust, as the case may be, at
least 10 days prior to such circulation or dissemination (unless the Company or
the Trust, as the case may be, 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 or the Trust, as the case may be,
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 or the
Trust liable for the use (as opposed to the accuracy) of any information about
the Company, the Trust, a Fund or the Shares which is disseminated by the
Shareholder Servicing Agent.
5. Use of the Shareholder Servicing Agent's Name. Neither the Company
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nor the Trust shall 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 Trust, a Fund or the 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
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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 SEC or
any state securities authority or any other appropriate
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regulatory, governmental or judicial authority; provided, further, that in no
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event shall such approval be unreasonably withheld or delayed.
6. Use of the Name of the Company, the Trust or a Fund. The
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Shareholder Servicing Agent shall not use the name of the Company, the Trust, a
Fund or any Class of Shares on any checks, bank drafts, bank statements or forms
for other than internal use in a manner not approved by the Company or the
Trust, as the case may be, prior thereto in writing; provided, however, that the
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approval of the Company or the Trust, as the case may be, shall not be required
for (i) the use of the Company's or the Trust's name, or the name of a Fund, in
connection with communications permitted by Section 4 hereof, or (ii) (subject
to Section 4, to the extent the same may be applicable) for any use of the
Company's or the Trust's name or a Fund's name which merely identifies the
Company, the Trust or a Fund, as the case may be, in connection with the
Shareholder Servicing Agent's role hereunder or which is required by the SEC or
any state securities authority or any other appropriate regulatory, governmental
or judicial authority; provided, further, that in no event shall such approval
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be unreasonably withheld or delayed.
7. Security. The Shareholder Servicing Agent represents and warrants
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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 Companies 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 and the Trust shall each, from time to
time, specify the types of records and other data of the Company and the Trust,
respectively, to be safeguarded in accordance with this Section 7.
8. Compliance with Laws. The Shareholder Servicing Agent shall comply
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with all applicable federal and state laws and regulations, including securities
laws. The Shareholder Servicing Agent represents and warrants to the Company
and the Trust, respectively, 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 and the Trust 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 or the Trust from
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time to time, but at least quarterly, the Shareholder Servicing Agent will
provide the Treasurer of the Company or the Trust, as the case may be, 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 or
the Trust, as the case may be, and shall supply all information necessary for
the Company and the Trust to discharge their 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 and the Trust's Board of
Trustees 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. Recordkeeping.
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10.1 Each party shall maintain and preserve records as required by
law to be maintained and preserved by it in connection with providing the
services contemplated by this Agreement. The Shareholder Servicing Agent's
recordkeeping responsibilities shall include those relating to establishing and
maintaining sub-accounts and records on behalf of Customers, and recording
Customers' sub-account balances and changes thereto.
10.2. Upon the request of the Company or the Trust, the Shareholder
Servicing Agent shall provide copies of all records relating to the transactions
between the Funds and the Customers as are maintained by the Shareholder
Servicing Agent in the ordinary course of its business and in compliance with
laws and regulations
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as may reasonably be requested to enable the Company and the Trust to comply
with any applicable laws or regulations or request of a governmental body or
self-regulatory organization.
10.3. The recordkeeping and access 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 SEC.
11. Force Majeure. The Shareholder Servicing Agent shall not be liable
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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.
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12.1 Indemnification of the Shareholder Servicing Agent by the
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Companies. Each of the Company and the Trust will indemnify and hold the
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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 the Trust, as the case may be, 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, each of the Company
and the Trust 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 the Trust, as the case may be, 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 or the
Trust, as the case may be, excepting only the gross negligence or bad faith of
the Shareholder Servicing Agent.
In any case in which the Company or the Trust may be asked to indemnify
or hold the Shareholder Servicing Agent harmless, the Company or the Trust, as
the case may be, 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 or the Trust, as the case may be,
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against the Company or the Trust. The Company and the
Trust 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 or the Trust, as the case may be, elects to defend against such
Claim, the defense shall be conducted by counsel chosen by the Company or the
Trust, as the case may be, 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 or the
Trust, as the case may be, the Shareholder Servicing Agent shall not confess any
Claim or make any compromise in any case in which the Company or the Trust will
be asked to indemnify the Shareholder Servicing Agent.
12.2 Indemnification of the Companies by the Shareholder Servicing
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Agent. Without limiting the rights of the Companies under applicable law, the
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Shareholder Servicing Agent will indemnify and hold each of the Company and the
Trust 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
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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 the Trust, as the case may be, 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 or the Trust, as the case may be.
In any case in which the Shareholder Servicing Agent may be asked to
indemnify or hold the Company or the Trust harmless, the Shareholder Servicing
Agent shall be advised of all pertinent facts concerning the situation in
question and the Company or the Trust, as the case may be, 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 or the Trust, as the
case may be, 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 or the Trust, as the
case may be. The Company or the Trust may retain additional counsel at its
expense. Except with the prior written consent of the Shareholder Servicing
Agent, neither the Company nor the Trust shall confess any Claim or make any
compromise in any case in which the Shareholder Servicing Agent will be asked to
indemnify the Company or the Trust.
12.3 Indemnification Between the Companies. The Company will
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indemnify and hold harmless the Trust against any losses, claims, damages and
liabilities to which the Trust may become subject arising in connection with
this Agreement, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any prospectus of
the Company for which the Shareholder Servicing Agent acts as such pursuant to
this Agreement, or arise out of or are based upon 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 Trust, its officers, employees or agents,
or (ii) any breach of applicable law by the Trust, its officers, employees or
agents, or (iii) any action of the Trust, its officers, employees or agents
which exceeds the legal authority of the Trust 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.
The Trust will indemnify and hold harmless the Company against any
losses, claims, damages and liabilities to which The Company may become subject
arising in connection with this Agreement, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any the Trust prospectus for which the Shareholder Servicing Agent
acts as such pursuant to this Agreement, or arise out of or are based upon
actions or inactions by the Trust 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 Company, its officers,
employees or agents, or (ii) any breach of applicable law by the Company, its
officers, employees or agents, or (iii) any action of the Company, its officers,
employees or agents which exceeds the legal authority of the Company 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.
In any case in which the Company or the Trust may be asked to indemnify
or hold the other harmless, the indemnifying party shall be advised of all
pertinent facts concerning the situation in question and the party to be
indemnified shall use reasonable care to identify and notify the indemnifying
party promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the indemnifying party. The
indemnifying party shall have the option to defend the indemnified party against
any Claim which may be the
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subject of indemnification hereunder. In the event that the indemnifying party
elects to defend against such Claim, the defense shall be conducted by counsel
chosen by the indemnifying party and reasonably satisfactory to the indemnified
party. The indemnified party may retain additional counsel at its expense.
Except with the prior written consent of the indemnifying party, the indemnified
party shall not confess any claim or make any compromise in any case in which
indemnifying party will be asked to indemnify the indemnified party.
12.4 Survival of Indemnities. The indemnities granted by the
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parties in this Section 12 shall survive the termination of this Agreement.
13. Insurance. The Shareholder Servicing Agent shall maintain
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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 shall be in
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writing and shall be deemed sufficient if mailed to each other 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 others.
15. Further Assurances. Each party agrees to perform such further acts
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and execute such further documents as are necessary to effectuate the purposes
hereof.
16. Implementation and Duration of Agreement. This Agreement is
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effective upon the date first written above and shall continue in effect with
respect to a Class of Shares of a Fund of the Company and the Trust for a period
of more than one year from the date hereof so long as the Servicing Plan adopted
for such Class and related form of agreement or this Agreement is not
specifically terminated by a vote of the Board of Directors/Trustees of the
Company/Trust (as applicable) and of the Directors/Trustees who are not
"interested persons" of the Company/Trust (as defined in the ▇▇▇▇ ▇▇▇) and have
no direct or indirect financial interest in the operation of the relevant
Servicing Plan (the "Plan") pursuant to which the fees are paid, 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 with respect to the
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Company or the Trust, or one or more Funds of the Company or the Trust, by the
Company or the Trust, respectively, 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/Trustees of the Company/Trust (as applicable)
who are not "interested persons" of the Company/Trust (as defined in the ▇▇▇▇
▇▇▇) and have no direct or indirect financial interest in the operation of the
relevant 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 ▇▇▇▇ ▇▇▇) of the relevant
class of shares of the Fund. The Shareholder Servicing Agent may terminate this
Agreement with respect to either the Company or the Trust upon not more than 60
days' nor less than 30 days' notice to the Company or the Trust, as the case may
be. Either the Company, the Trust or the Shareholder Servicing Agent may assign
this Agreement provided that such assigning party obtains the prior written
consent of the other parties hereto. 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. Except as otherwise provided in this Section
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18, this Agreement may be supplemented or amended only by written instrument
signed by all parties, but may not be amended to increase materially the maximum
amount payable by a Class of Shares of a Fund without the approval of "a vote of
a majority of the outstanding voting securities" (as defined in the ▇▇▇▇ ▇▇▇) of
such Class of Shares of such Fund, and all material amendments must be approved
in the manner described in Section 16. From time to time, the Company and the
Trust may, by written notice to the Shareholder Servicing Agent, amend the
Appendix attached hereto to add or delete Funds and/or classes of Shares as
available investment options hereunder. Any such notice shall be effective upon
receipt by the Shareholder Servicing Agent.
19. Limitation of Liability. The Shareholder Servicing Agent hereby
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agrees that obligations assumed by the Company and the Trust pursuant to this
Agreement shall be limited in all cases to the Funds and their assets and that
the Shareholder Servicing Agent shall not seek satisfaction of any such
obligations from the
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Board of Directors or any individual Director of the Company, or from the Board
of Trustees or any individual Trustee of the Trust. The Shareholder Servicing
Agent further agrees that all obligations of a Fund hereunder shall be solely
the obligations of such Fund and that in no case will any Fund of either the
Company or the Trust be liable for the obligations of any other Fund of the
Company of the Trust, nor shall any Fund of the Company be liable for any
obligation of a Fund of the Trust, or vice versa.
20. Subcontracting by Shareholder Servicing Agent. The Shareholder
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Servicing Agent may, with the written approval of each of the Company and the
Trust (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,
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however, that the Shareholder Servicing Agent shall be as fully responsible to
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the Companies for the acts and omissions of any subcontractor as it would be for
its own acts or omissions.
21. Authority to Vote. The Company and the Trust hereby confirm that
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nothing contained in its Articles of Incorporation or Declaration of Trust,
respectively, would preclude the Shareholder Servicing Agent, at any meeting of
shareholders of the Company, the Trust or of a 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 and the
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Trust each hereby agrees that it will comply with all laws and regulations
applicable to operations of Funds thereof and the Shareholder Servicing Agent
agrees that it will comply with all laws and regulations applicable to providing
the services contemplated hereby.
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22.1 Miscellaneous. This Agreement shall be construed and
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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
three 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
classes of shares of the Funds listed in the
attached Appendix
By:_________________________________
Name:_______________________________
Title:______________________________
STAGECOACH TRUST, on behalf of the classes of
shares of the Funds listed in the attached
Appendix
By:_________________________________
Name:_______________________________
Title:______________________________
[SHAREHOLDER SERVICING AGENT]
By:_____________________________
Name:___________________________
Title:__________________________
By:_____________________________
Name:___________________________
Title:__________________________
9
APPENDIX
--------
MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
STAGECOACH FUNDS, INC.
----------------------
Arizona Tax-Free Fund
Class A .25%
Class B .25%
Institutional Class .25%
Asset Allocation Fund
Class A .30%
Class B .30%
Class C .25%
Balanced Fund
Class A .25%
Class B .25%
Institutional Class .25%
California Tax-Free Bond Fund
Class A .30%
Class B .30%
Class C .25%
Institutional Class .25%
California Tax-Free Income Fund
Class A .30%
Institutional Class .25%
California Tax-Free Money Market Mutual Fund
Single Class .30%
California Tax-Free Money Market Trust
Single Class .20%
Corporate Bond Fund
Class A .25%
Class B .25%
Class C .25%
Diversified Equity Income Fund
Class A .30%
Class B .30%
Equity Index
Class A .25%
Class B .25%
A-1
MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
Equity Value Fund
Class A .25%
Class B .25%
Class C .25%
Institutional Class .25%
Government Money Market Mutual Fund
Class A .25%
Growth Fund
Class A .30%
Class B .30%
Institutional Class .25%
Index Allocation Fund
Class A .25%
Class B .25%
Class C .25%
Intermediate Bond Fund
Class A .25%
Class B .25%
Institutional Class .25%
International Equity Fund
Class A .25%
Class B .25%
Class C .25%
Institutional Class .25%
Money Market Mutual Fund
Class A .30%
Service Class .25%
Institutional Class .25%
Money Market Trust
Single Class .20%
National Tax-Free Fund
Class A .25%
Class B .25%
Class C .25%
Institutional Class .25%
National Tax-Free Money Market Mutual Fund
Class A .25%
Institutional Class .20%
A-2
MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
National Tax-Free Money Market Trust
Single Class .20%
Oregon Tax-Free Fund
Class A .25%
Class B .25%
Institutional Class .25%
Overland Express Sweep Fund
Single Class .30%
Prime Money Market Mutual Fund
Class A .30%
Service Class .20%
Institutional Class .25%
Administrative Class .15%
Short-Term Government-Corporate Income Fund
Single Class .25%
Short-Intermediate U.S. Government Income Fund
Class A .30%
Institutional Class .25%
Short-Term Municipal Income Fund
Single Class .25%
Small Cap Fund
Class A .25%
Class B .25%
Class C .25%
Institutional Class .25%
Strategic Growth Fund
Class A .25%
Class B .25%
Class C .25%
Strategic Income Fund
Class A .25%
Class B .25%
Class C .25%
Treasury Money Market Mutual Fund
Class A .30%
Class E .30%
Service Class .20%
Institutional Class .25%
Administrative Class .15%
A-3
MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
U.S. Government Allocation Fund
Class A .30%
Class B .30%
U.S. Government Income Fund
Class A .30%
Class B .30%
Class C .25%
Institutional Class .25%
Variable Rate Government Fund
Class A .25%
Class C .25%
Stagecoach 100% Treasury Money Market Fund
Class A .30%
Service Class .20%
STAGECOACH TRUST
----------------
LifePath Opportunity
Class A .25%
Institutional Class .25%
LifePath 2010
Class A .25%
Class B .25%
Institutional Class .25%
LifePath 2020
Class A .25%
Class B .25%
Institutional Class .25%
LifePath 2030
Class A .25%
Class B 25%
Institutional Class .25%
LifePath 2040
Class A .25%
Class B .25%
Class C .25%
Institutional Class .25%
[LARGE CAP ALPHA TILT]
Class A .25%
Class B .25%
Class C .25%
A-4
[SMALL CAP ALPHA TILT]
Class A .25%
Class B .25%
Class C .25%
Approved: July 23, 1997
Approved as Amended: September 8, 1997, for the Prime and Treasury Money Market
Mutual Funds
Approved as Amended: October 30, 1997, for the Equity Index Fund
Approved as Amended: January, 1998, for the Asset Allocation, Corporate Bond,
Equity Value, Growth, Strategic Income, and International
Equity Funds.
Approved as Amended: April 30, 1998, for the 100% Treasury Money Market Fund
[Approved as Amended: _______________, 1998 for the Stagecoach Trust Large Cap
Alpha Tilt Fund and the Small Cap Alpha Tilt Fund and to
increase all Stagecoach Trust shareholder servicing fees
to 0.25%.]
A-5
