ADVISORY CONTRACT
CALIFORNIA TAX-FREE MONEY MARKET TRUST
a portfolio of
STAGECOACH FUNDS, INC.
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March 19, 1997
▇▇▇▇▇ Fargo Bank, N.A.
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Dear Sirs:
This will confirm the agreement between the undersigned (the "Company"), on
behalf of the California Tax-Free Money Market Trust (the "Fund"), and ▇▇▇▇▇
Fargo Bank, N.A. (the "Adviser") as follows:
1. The Company is a registered open-end management investment company
currently consisting of a number of 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 currently
effective prospectus and the currently effective statement of additional
information incorporated by reference therein relating to the Fund and the
Company (such prospectus and such statement of additional information being
collectively referred to as the "Prospectus") included in the Company's
Registration Statement, as amended from time to time (the "Registration
Statement"), filed by the Company under the Investment Company Act of 1940 (the
"Act") and the Securities Act of 1933. Copies of the documents referred to in
the preceding sentence have been furnished to the Adviser. Any amendments to
those documents shall be furnished to the Adviser promptly.
2. The Company is engaging the Adviser to manage the investing and
reinvesting of the assets of the Fund and to provide the advisory services
specified elsewhere in this contract, subject to the overall supervision of the
Board of Directors of the Company. Pursuant to an Administration Agreement with
the Adviser and a Co-Administration Agreement with ▇▇▇▇▇▇▇▇ Inc. on behalf of
the Fund, the Company has engaged the Administrators to provide the
administrative services specified therein.
3. (a) The Adviser shall make investments for the account of the Fund in
accordance with the Adviser's best judgment and consistent with the investment
objective and restrictions set forth in the Company's Prospectus, the Act and
the provisions of the Internal Revenue Code relating to regulated investment
companies, subject to policy decisions adopted by the Company's Board of
Directors. The Adviser shall advise the Company's officers and Board of
Directors, at such times as the Company's Board of Directors may specify, of
investments made for the Fund and shall, when requested by the Company's
officers or Board of Directors, supply the reasons for making particular
investments.