EXHIBIT 99.B9(d)
STAGECOACH FUNDS, INC.
SERVICING PLAN
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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 ("Servicing Agents") of the various
classes of shares (each a "Class") of the portfolios of the Company (each a
"Fund") listed on the attached Appendix, as amended from time to time. Pursuant
to such Agreements, Servicing Agents shall provide support services as set forth
therein to their clients who beneficially own shares of the particular Class of
the particular Fund in consideration of a fee, computed monthly in the manner
set forth in the Fund's then current prospectus, at the annual rates set forth
on the attached Appendix. 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 a particular
Fund in connection with the Agreements and the implementation of this Servicing
Plan shall be borne entirely by the holders of the particular Class of the
particular Fund involved.
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 the particular Class 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.
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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 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.
Approved: January 29, 1998
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APPENDIX
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Fees are expressed as a percentage of the average daily net asset value of
the particular Class of the particular Fund beneficially owned by or
attributable to such clients of the Servicing Agent.
MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
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STAGECOACH
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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 Fund
Single Class .30%
California Tax-Free Money Market Trust
Single Class .20%
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MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
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%
Class O .20%
Equity Value Fund
Class A .25%
Class B .25%
Class C .25%
Institutional Class .25%
Government Money Market Fund
Single Class .25%
Growth Fund
Class A .30%
Class B .30%
Institutional Class .25%
Index Allocation Fund
Class A See Administrative Plan
Class B .25%
Class C .25%
Intermediate Bond Fund
Class A .25%
Class B .25%
Institutional Class .25%
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MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
International Equity Fund
Class A .25%
Class B .25%
Class C .25%
Institutional Class .25%
Money Market 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 Fund
Class A .25%
Institutional Class .20%
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 Fund
Class A .30%
Service Class .20%
Institutional Class .25%
Administrative Class .15%
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MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
Short-Intermediate U.S. Government Income Fund
Class A .30%
Institutional Class .25%
Short-Term Government-Corporate Income Fund
Single Class See Administrative Plan
Short-Term Municipal Income Fund
Single Class See Administrative Plan
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 Fund
Class A .30%
Class E .30%
Service Class .20%
Institutional Class .25%
Administrative Class .15%
U.S. Government Allocation Fund
Class A .30%
Class B .30%
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MAXIMUM
ANNUAL
FUND AND SHARE CLASS(ES) FEE RATE
------------------------ --------
U.S. Government Income Fund
Class A .30%
Class B .30%
Class C .25%
Institutional Class .25%
Variable Rate Government Fund
Class A See Administrative Plan
Class C .25%
100% Treasury Fund
Class A .30%
Institutional Class .20%
Approved: January 29, 1998
Approved as amended: November 19, 1998 to include Class O shares of the Equity
Index Fund
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