OVERLAND EXPRESS FUNDS, INC.
Overland Sweep Fund
Supplement dated January 28, 1997
to Statement of Additional Information dated May 1, 1996
Add the following paragraph after the third paragraph under the heading
"Distribution Plan":
Wells Fargo Bank, an interested person (as such term is defined in Section
2(a)(19) of the 1940 Act) of the Company, acts as a Selling Agent for the
Fund pursuant to a Selling Group Agreement with Stephens authorized pursuant
to the Plan. As a Selling Agent, Wells Fargo Bank has an indirect financial
interest in the operation of the Plan. The Board of Directors believes that
it is reasonably likely that the Plan benefits the Fund and its shareholders
because the Plan authorizes the relationship with Wells Fargo Bank that has
previously developed distribution channels and relationships with the types
of business and corporate customers that the Fund is designed to serve.
These relationships and distribution channels are believed by the Board to
be responsible for significantly increased Fund assets and corresponding
economic efficiencies (i.e., lower per-share transaction costs and fixed
expenses) that are generated by increased assets under management.
