ADVISORY CONTRACT
NATIONAL TAX-FREE MONEY MARKET TRUST
a portfolio of
STAGECOACH FUNDS, INC.
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
July 1, 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 National 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. (the
"Administrators") 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.
(b) The Adviser shall provide to the Company investment guidance and
policy direction in connection with its daily management of the Fund's
portfolio, including oral and written research, analysis, advice, statistical
and economic data and information and judgments, and shall furnish to the
Company's Board of Directors periodic reports on the investment strategy and
performance of the Fund and such additional reports and information as the
Company's Board of Directors and officers shall reasonably request.
(c) The Adviser shall pay the costs of printing and distributing all
materials relating to the Fund prepared by it, or prepared at its request, other
than such costs relating to proxy statements, prospectuses, shareholder reports
and other materials distributed to existing or prospective shareholders on
behalf of the Fund.
(d) The Adviser shall, at its expense, employ or associate with
itself such persons as the Adviser believes appropriate to assist it in
performing its obligations under this contract.
4. The Company understands that the Adviser, in rendering its services to
the Fund hereunder, may engage a sub-adviser to provide certain sub-advisory
services pursuant to a separate sub-advisory contract. The Adviser will not
seek to amend any sub-advisory contract to materially alter the obligations of
the parties unless the Adviser gives the Company at least 60 days' prior written
notice thereof.
5. Except as provided in each of the advisory contracts and
administration agreements on behalf of the Company's Funds, each Fund of the
Company shall bear all costs of its operations, except to the extent that such
costs are identified as attributable to a specific class of a Fund ("Class
Expenses"), including the Fund's pro-rata portion of the compensation of the
Company's directors who are not affiliated with the Adviser, the Administrator
or any of their affiliates; advisory and administration fees; 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; expenses
relating to any pricing services; organizational expenses; and any extraordinary
expenses; except that Class Expenses, such as payments related to a servicing
plan or distribution-related expenses pursuant to a Rule 12b-1 Plan, i.e., a
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plan of distribution of the Company adopted on behalf of a class of shares of
the Fund pursuant to Rule 12b-1 under the Act, or other such expenses as
determined in accordance with the Company's Rule 18f-3 Plan, shall be borne by
the applicable class of the Fund. Expenses attributable to one or more, but not
all, of the Company's 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.
6. The Adviser shall give the Company the benefit of the Adviser's best
judgment and efforts in rendering services under this contract. As an
inducement to the Adviser's undertaking to render these services, the Company
agrees that the Adviser shall not be liable under this contract for any mistake
in judgment or in any other event whatsoever except for lack of good faith,
provided that nothing in this contract shall be deemed to protect or purport to
protect the Adviser against any liability to the Company
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or its shareholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties under this contract or by reason of reckless disregard of its
obligations and duties hereunder.
7. In consideration of the services to be rendered by the Adviser under
this contract, the Company shall pay the Adviser a monthly fee on the first
business day of each month, at the annual rate of 0.25% of the average daily
value (as determined on each day that such value is determined for the Fund at
the time set forth in the Prospectus for determining net asset value per share)
of the Fund's net assets during the preceding month. If the fee payable to the
Adviser pursuant to this paragraph 7 begins to accrue before the end of any
month or if this contract 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 Prospectus 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.
8. 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 7 and those provided for pursuant to the
Fund's Administration Agreements ("includible 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 Adviser 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 7 hereof,
and the denominator of which shall be the sum of such percentage plus the
percentage at which the excess portion attributable to the fee payable pursuant
to the Fund's Administration Agreements 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 Administration Agreements
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 includible expenses accrued during that fiscal year to the end of the
period and shall estimate the contemplated includible expenses for the balance
of that fiscal year. If as a result of that review and estimation it appears
likely that the includible expenses will exceed the limitations referred to in
this paragraph 8 for a fiscal year with respect to the Fund, the monthly fee set
forth in paragraph 7 payable to the Adviser for such month shall be reduced,
subject to a later 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
includible expenses for the fiscal year are expected to exceed the limitations
provided for in this paragraph 8. 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 7, and any reimbursements required to be made by the Adviser shall be
made once a year promptly after the end of the Company's fiscal year.
9. This contract shall become effective on its execution date and shall
thereafter continue in effect, provided that this contract shall continue in
effect for a period of more than two years from the date hereof only so long as
the continuance is specifically approved at least annually (a) by the vote of a
majority of the Fund's outstanding voting securities (as defined in the Act) or
by the Company's Board of
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Directors and (b) by the vote, cast in person at a meeting called for the
purpose of a majority of the Company's directors who are not parties to this
contract or "interested persons" (as defined in the Act) of any such party. This
contract may be terminated at any time by the Company, without the payment of
any penalty, by a vote of a majority of the Fund's outstanding voting
securities (as defined in the Act) or by a vote of a majority of the Company's
entire Board of Directors on 60 days' written notice to the Adviser or by the
Adviser, at any time after the second anniversary of the effective date of this
contract, on 60 days' written notice to the Company. This contract shall
terminate automatically in the event of its assignment (as defined in the Act).
10. Except to the extent necessary to perform the Adviser's obligations
under this contract, nothing herein shall be deemed to limit or restrict the
right of the Adviser, or any affiliate of the Adviser, or any employee of the
Adviser, 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.
11. The Adviser and the Company each agree that the words "Stagecoach,"
which compromise a component of the company's name, is a property right of the
parent of the Adviser. The Company agrees and consents that: (i) it will use the
words "Stagecoach" as a component of its corporate name, the name of any class,
or both and for no other purpose; (ii) it will not grant to any third party the
right to use the words "Stagecoach" for any purpose; (iii) the Adviser or any
corporate affiliate of the Adviser may use or grant to others the right to use
the words "Stagecoach," or any combination or abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial purpose, other
than a grant of such right to another registered investment company not advised
by the Adviser or one of its affiliates; and (iv) in the event that the Adviser
or an affiliate thereof is no longer acting as investment adviser to any class,
the Company shall, upon request by the Adviser, promptly take such action as may
be necessary to change its corporate name to one not containing the words
"Stagecoach" and following such change, shall not use the words "Stagecoach," or
any combination thereof, as a part of its corporate name or for any other
commercial purpose, and shall use its best efforts to cause its directors,
officers, and shareholders to take any and all actions that the Adviser may
request to effect the foregoing and to reconvey to the Adviser any and all
rights to such words.
12. This contract shall be governed by and construed in accordance with
the laws of the State of California.
If the foregoing correctly sets forth the agreement between the Company
and the Adviser, 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 Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Title: Chief Operating Officer
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ACCEPTED as of the date
set forth above:
▇▇▇▇▇ FARGO BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President
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