STAGECOACH INC, 485BPOS, 1995-07-19

STAGECOACH INC
485BPOS, 1995-07-19

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<PAGE> 1

As filed with the Securities and Exchange Commission

on July 19, 1995

Registration No. 33-54126; 811-7332

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Post-Effective Amendment No. 9 [X]

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 13 [X]

(Check appropriate box or boxes)
________________________
STAGECOACH INC.

(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)
__________________________

Registrant's Telephone Number, including Area Code: (800) 643-9691

Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)

With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-1812

It is proposed that this filing will become effective (check appropriate box):

[X] Immediately upon filing [ ] on ___________, pursuant
pursuant to Rule 485(b), or to Rule 485(b), or

[ ] 60 days after filing [ ] on ___________, pursuant
pursuant to Rule 485(a), or to Rule 485(a), or

[ ] 75 days after filing [ ] on (date) pursuant to
pursuant to paragraph (a)(2), or paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE> 2

The Registrant has registered an indefinite number of shares of its
Common Stock, $.001 par value, under the Securities Act of 1933, pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. The
Registrant filed the notice required by Rule 24f-2 for its most recent fiscal
period ended February 28, 1995 on April 27, 1995.

This Post-Effective Amendment to the Registrant's Registration Statement has
been executed by Managed Series Investment Trust (a registered investment
company with separate series in which certain of the Registrant's series invest
substantially all of their assets) and its trustees and principal officers.

<PAGE> 3
EXPLANATORY NOTE

This Post-Effective Amendment No. 9 to the Registrantion Statement (the
"Amendment") relates only to the Overland National Tax-Free Insitutitional
Money Market Fund and National Tax-Free Money Market Mutual Fund (together, the
"Funds") of Stagecoach Inc. (the "Company"). This Amendment is being filed to
reflect certain non-material changes to the forms of prospectus describing the
Funds, to add to the Registration Statement an unaudited Statement of Assets
and Liabilities for each Fund, to provide an undertaking to provide financial
statements within four to six months from the effective date of this
Registration Statement for the Funds and to incorporate into the statement of
additional information for each Fund the financial statements of Managed Series
Investment Trust, an open-end, series investment company in which each Fund
invests substantially all of its assets. This Amendment does not effect the
Registration Statement for the Company's Asset Allocation Fund, Bond Index
Fund, California Tax-Free Intermediate Income Fund, California Tax-Free Money
Market Fund, California Tax-Free Short-Term Income Fund, Growth and Income
Fund, Growth Stock Fund, Money Market Fund, National Tax-Free Intermediate
Income Fund, Short-Intermediate Term Fund, S&P 500 Stock Fund and U.S. Treasury
Allocation Fund.

<PAGE> 4
OVERLAND NATIONAL TAX-FREE
INSTITUTIONAL MONEY MARKET FUND
Cross Reference Sheet

Form N-1A Item Number

<TABLE>
<S> <C>
Part A Prospectus Captions
- ------ -------------------

1 Cover Page
2 Prospectus Summary; Summary of Expenses
3 Not Applicable
4 How the Fund Works; General Information;
Prospectus Appendix -- Additional Investment
Policies
5 Management of the Fund and the Master Series
6 Management of the Fund and the Master Series;
Dividends;
7 Management of the Fund and the Master Series;
Investing in the Fund; Dividends; Taxes
8 How to Redeem Shares
9 Not Applicable

Part B Statement of Additional Information Captions
- ------ --------------------------------------------

10 Cover Page
11 Table of Contents
12 Introduction
13 Investment Restrictions; Additional Permitted
Investment Activities; Portfolio Transactions;
SAI Appendix
14 Management
15 Management
16 Management; Custodian and Transfer and
Dividend Disbursing Agent; Independent
Auditors
17 Portfolio Transactions
18 Capital Stock
19 Determination of Net Asset Value
20 Federal Income Taxes
21 Management
22 Calculation of Yield and Total Return
23 Not Applicable

Part C General Information
- ------ -------------------

24-32 Information required to be included in Part C
is set forth under the appropriate Item, so
numbered, in Part C of this Document.

</TABLE>

<PAGE> 5
[LOGO]

Telephone: (800) 552-9612

OVERLAND NATIONAL TAX-FREE INSTITUTIONAL
MONEY MARKET FUND

Stephens Inc. -- Sponsor, Administrator and Distributor

Wells Fargo Bank, N.A. -- Investment Adviser, Transfer and Dividend Disbursing
Agent and Custodian

Stagecoach Inc. (the "Company") is a professionally managed, open-end,
series investment company. This Prospectus describes the OVERLAND NATIONAL
TAX-FREE INSTITUTIONAL MONEY MARKET FUND (the "Fund"). The investment objective
of the Fund is to provide investors with a high level of income exempt from
federal income taxes, while preserving capital and liquidity. THE FUND SEEKS TO
ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS ASSETS IN THE TAX-FREE
MONEY MARKET MASTER SERIES (THE "MASTER SERIES") OF MANAGED SERIES INVESTMENT
TRUST (THE "MASTER TRUST"), AN OPEN-END, MANAGEMENT INVESTMENT COMPANY, RATHER
THAN IN A PORTFOLIO OF SECURITIES. THE MASTER SERIES HAS THE SAME INVESTMENT
OBJECTIVE AS THE FUND. THEREFORE, THE FUND'S INVESTMENT EXPERIENCE CORRESPONDS
DIRECTLY WITH THE MASTER SERIES' INVESTMENT EXPERIENCE. SHARES OF THE MASTER
SERIES MAY BE PURCHASED ONLY BY OTHER INVESTMENT COMPANIES OR SIMILAR ACCREDITED
INVESTORS. The Master Series seeks to achieve its investment objective by
investing in high-quality, U.S. dollar-denominated money market instruments,
primarily municipal obligations, with remaining maturities not exceeding 13
months.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund. A Statement of Additional Information
(the "SAI"), dated July 19, 1995, containing additional information about the
Fund, has been filed with the Securities and Exchange Commission (the "SEC") and
is incorporated by reference into this Prospectus. The SAI is available without
charge and can be obtained by writing the Company c/o Overland Express
Shareholder Services, P.O. Box 63084, San Francisco, California 94163.

AN INVESTMENT IN THE FUND AND MASTER SERIES IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND OR
MASTER SERIES WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.

------------------------

INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY

AND RETAIN IT FOR FUTURE REFERENCE.

------------------------

FUND SHARES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED, ENDORSED OR
GUARANTEED BY WELLS FARGO BANK, N.A. ("WELLS FARGO BANK") OR ANY OF ITS
AFFILIATES. SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR
ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUND INVOLVES
CERTAIN INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY AUTHORITY, NOR HAVE ANY OF THESE AUTHORITIES PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

PROSPECTUS DATED JULY 19, 1995

<PAGE> 6

The Fund and the Master Series each seeks to maintain a stable net asset
value of $1.00 per share.

As noted below under "How the Fund Works," investors may be able to invest
indirectly in the Master Series through other investment companies or series of
the Company which invest substantially all of their assets in the Master Series.

WELLS FARGO BANK IS THE INVESTMENT ADVISER TO THE MASTER SERIES AND PROVIDES
CERTAIN OTHER SERVICES TO THE FUND AND MASTER SERIES FOR WHICH IT IS
COMPENSATED. STEPHENS INC. ("STEPHENS"), WHICH IS NOT AFFILIATED
WITH WELLS FARGO BANK, IS THE SPONSOR AND ADMINISTRATOR AND
SERVES AS THE DISTRIBUTOR FOR THE COMPANY AND PLACEMENT AGENT
FOR THE MASTER TRUST.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary........................................................................ ii
Summary of Expenses....................................................................... iv
How the Fund Works........................................................................ 1
Risk Factors............................................................................ 3
Management of the Fund and the Master Series.............................................. 4
Investing in the Fund..................................................................... 7
Dividends................................................................................. 10
How to Redeem Shares...................................................................... 10
Additional Shareholder Services........................................................... 13
Taxes..................................................................................... 15
General Information....................................................................... 16
Prospectus Appendix -- Additional Investment Policies..................................... A-1
</TABLE>

i
<PAGE> 7

PROSPECTUS SUMMARY

The following summary provides investors with basic information about the
Fund. For more information, please refer specifically to the identified
Prospectus sections and generally to the Prospectus and SAI.

Q. WHO CAN INVEST IN THE FUND?

A. Shares of the Fund are offered primarily to a select group of investors.
These include:

Foundations, corporations and other business entities and high net-worth
individuals and Trusts that have a business relationship with one of the
Company's Selling Agents that permits investments in Fund shares, and
persons who invest pursuant to an agreement between such an entity and a
Selling Agent (for example, Wells Fargo Bank).

See "Purchase of Shares."

Q. WHAT ARE SOME OF THE KEY FEATURES OF THE FUND?

A. The OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND, a
diversified portfolio of securities, seeks to provide investors with a
high level of income exempt from federal income taxes, while preserving
capital and liquidity. The Fund seeks to achieve its investment objective
by investing all of its assets in the Tax-Free Money Market Master Series
of the Master Trust, which has the same investment objective as the Fund.
The Master Series seeks to achieve its investment objective by investing
in high-quality, U.S. dollar-denominated money market instruments,
primarily municipal obligations, with remaining maturities not exceeding
13 months. There can be no assurance that either the Fund or the Master
Series will be able to maintain a stable net asset value of $1.00 per
share. See "How the Fund Works -- Investment Objective and Policies" and
"Prospectus Appendix -- Additional Investment Policies."

Q. WHAT ARE SOME OF THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND?

A. Investments in the Fund are not bank deposits or obligations of Wells
Fargo Bank and are not insured by the Federal Deposit Insurance
Corporation ("FDIC"). An investment in the Fund is not insured or
guaranteed against loss of principal. Therefore, investors should be
willing to accept some risk with money invested in the Fund. Although the
Fund and the Master Series seek to maintain a stable net asset value of
$1.00 per share, there is no assurance that they will be able to do so. As
with all mutual funds, there can be no assurance that the Fund will
achieve its investment objective. See "How the Fund Works -- Investment
Objective and Policies" and "Prospectus Appendix -- Additional Investment
Policies."

Q. HOW MAY AN INVESTOR INVEST IN THE FUND?

A. Investors may invest by purchasing Fund shares at their net asset value
next calculated on any Business Day (as defined below). There are no sales
loads. Investors may open an account by investing at least $150,000 and
may make additional investments of at least $25,000. Shares of the Fund
may be purchased on any Business Day by calling an account representative,
wiring money, mailing a check or electing an automatic investment feature
called the Systematic Purchase Plan. Shares of the Fund may not be
suitable investments for tax-exempt institutions or tax-exempt retirement
plans, since such investors would not generally benefit from the
tax-exempt status of the Fund's dividends. See "Investing in the Fund."
For more details, investors may contact Stephens (the Fund's sponsor and
distributor) or a Selling Agent (such as Wells Fargo Bank).

ii
<PAGE> 8

Q. WHO MANAGES INVESTMENTS?

A. Wells Fargo Bank, as investment adviser of the Master Series, manages its
investments. The Company has not retained the services of a separate
investment adviser for the Fund because the Fund invests all of its assets
in the Master Series. Wells Fargo Bank, one of the largest commercial
banks in the United States, was founded in 1852 and is the oldest bank in
the western United States. As of March 31, 1995, various divisions and
affiliates of Wells Fargo Bank provided investment advisory services for
approximately $196 billion of assets of individuals, trusts, estates and
institutions. See "Management of the Fund and the Master Series" and
"General Information" in this Prospectus.

Q. WHAT ARE THE FEES FOR INVESTING?

A. Unlike certain other mutual funds that charge sales loads or other
transactions fees, the Fund does not impose shareholder transaction fees
on the purchase, redemption or exchange of its shares. For its advisory
services to the Master Series, Wells Fargo Bank is entitled to receive an
annual fee at the rate of 0.30% of the Master Series' average daily net
assets. Wells Fargo Bank also provides transfer and dividend disbursing
agency services and custodial services to the Fund and the Master Series.
No additional compensation is payable to Wells Fargo Bank for providing
such services to the Fund or the Master Series.

For its services as administrator of the Fund and the Master Series,
Stephens is entitled to receive an annual fee at the rate of 0.05% of the
Fund's average daily net assets.

Q. HOW ARE FUND INVESTMENTS VALUED?

A. The price per share or "net asset value" ("NAV") of the Fund depends on
the NAV of the Master Series' shares, which in turn depends on the total
value of the portfolio securities owned by the Master Series (plus cash
and other assets after subtracting all liabilities) and the number of Fund
shares outstanding. On each Business Day, Wells Fargo Bank calculates a
new NAV for the Fund and the Master Series.

Although the Fund and Master Series seek to maintain a $1.00 price per
share based on the NAV, there can be no assurance that this will be
achieved.

Q. DOES THE FUND PAY DIVIDENDS?

A. Dividends from any net investment income are declared daily, paid monthly,
and automatically reinvested in additional Fund shares at NAV unless
payment in cash is requested and arrangements with an account
representative or Wells Fargo Bank permit the processing of cash payments.
Each reinvestment increases the total number of shares held in an account.
Any capital gains are distributed at least annually. See "Dividends" and
"Investing in the Fund."

Q. HOW MAY AN INVESTOR REDEEM SHARES?

A. Investors may redeem Fund shares at NAV, without paying any sales charge
or redemption fee, on any Business Day by calling an account
representative, by letter, by an automatic feature called the Systematic
Withdrawal Plan, or by telephone (unless the investor specifically
declines telephone privileges). See "How To Redeem Shares." For more
information, investors should contact an account representative, Stephens
or a Selling Agent (such as Wells Fargo Bank).

iii
<PAGE> 9

SUMMARY OF EXPENSES(1)

ANNUAL FUND OPERATING EXPENSES(2)

(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<S> <C> <C>
Master Series Management Fee........................................................ 0.30%
Other Expenses:
Administrative Fee................................................................ 0.05%
Miscellaneous Expenses(3)......................................................... 0.05%
----
Total Other Expenses(3)............................................................. 0.10%
====
Total Fund Operating Expenses(3).................................................... 0.40%
</TABLE>

- ---------------

(1) Other mutual funds may invest in the Master Series and such other funds'
expenses and, correspondingly, investment returns may differ from those of
the Fund.

(2) ANNUAL FUND OPERATING EXPENSES summarize expenses charged at the Master
Trust level as well as expenses charged at the Company level. The amounts
shown under "Master Series Management Fee" and "Administrative Fee" reflect
contract rates. The amounts shown above under "Miscellaneous Expenses,"
"Total Other Expenses" and "Total Fund Operating Expenses" reflect certain
anticipated voluntary fee waivers and expense reimbursements that are in
effect for the current fiscal year. Absent waivers and reimbursements, the
amounts shown under "Miscellaneous Expenses," "Total Other Expenses" and
"Total Fund Operating Expenses" would be 0.30%, 0.35% and 0.65%,
respectively. For a further description of the Master Series' and Fund's
fee structure, see "Management of the Fund and the Master Series." Wells
Fargo Bank and Stephens have each agreed to waive or reimburse all or a
portion of their respective fees if certain Fund expenses exceed limits set
by state securities laws or regulations. The Fund does not anticipate Fund
expenses exceeding state limits. In addition, Wells Fargo Bank and Stephens
may each elect, in its sole discretion, to waive fees or reimburse all or a
portion of their respective expenses. Any such fee waivers or expense
reimbursements would reduce the Fund's total expenses. Investors should see
the Prospectus section captioned "Management of the Fund and the Master
Series" for more complete descriptions of the various costs and expenses
they can expect to incur as investors in the Fund.

(3) After any waivers or reimbursements.

iv
<PAGE> 10

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
An investor would pay the following expenses on a $1,000 investment in the
Fund, assuming (A) a 5% annual return and (B) redemption at the end of each
time period indicated:...................................................... $4 $13
</TABLE>

The purpose of the foregoing table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. There are no sales loads, redemption fees or
exchange fees charged by the Fund. However, the Company reserves the right to
impose charges for wiring redemption proceeds. The table summarizes expenses for
both the Master Series and the Fund. As noted above, these fees and expense
amounts summarize the fees and expenses of the Fund and the Master Series. The
5% rate of return reflected in the Example should not be considered an
indication of actual or expected performance of the Fund. In addition, the
Example should not be considered a representation of past or future expenses;
actual expenses may be greater or lesser than those shown.

With regard to the combined fees and expenses of the Fund and the Master
Series, the Company's Board of Directors has considered whether various costs
and benefits of investing all the Fund's assets in the Master Series would be
more or less than if the Fund invested in portfolio securities directly and
believes that the Fund should achieve economic efficiencies by investing in the
Master Series. Additionally, the Board of Directors has determined that the
aggregate fees assessed by the Fund and the Master Series should be less than
those expenses the Directors believe would be incurred if the Fund had invested
directly in the securities held by the Master Series. See the Prospectus section
captioned "Management of the Fund and the Master Series" for more complete
descriptions of the various costs and expenses applicable to investors in the
Fund. In addition, if the Fund were to change its investment strategy and no
longer invest in the Master Series, these expenses could change.

v
<PAGE> 11

HOW THE FUND WORKS

INVESTMENT OBJECTIVE AND POLICIES

The OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND seeks to
provide investors with a high level of income exempt from federal income taxes,
while preserving capital and liquidity. The Fund, which is diversified
portfolio, seeks to achieve its investment objective by investing all of its
assets in the Tax-Free Money Market Master Series of the Master Trust, which has
the same investment objective as the Fund. The Master Series seeks to achieve
its investment objective by investing in high-quality, U.S. dollar-denominated
money market instruments, primarily municipal obligations, with remaining
maturities not exceeding 13 months.

The Fund may withdraw its investments in the Master Series only if the
Company's Board of Directors determines that such action is in the best
interests of the Fund and its shareholders. Upon such withdrawal, the Board
would consider alternative investments, including investing all of the Fund's
assets in another investment company with the same investment objective as the
Fund or hiring an investment adviser to manage the Fund's assets in accordance
with the investment policies described in this section with respect to the
Master Series. For a description of the management and expenses of the Master
Trust, see the Prospectus section captioned "Management of the Fund and the
Master Series."

Since the investment characteristics of the Fund correspond to those of the
Master Series, the following is a discussion of the various investments of, and
techniques employed by, the Master Series.

Wells Fargo Bank, as investment adviser to the Master Series, pursues the
Master Series' objective by investing (under normal market conditions)
substantially all of the assets of the Master Series in the following types of
municipal obligations that pay interest which is exempt from federal income tax:
bonds, notes and commercial paper issued by or on behalf of states, territories,
and possessions of the United States (including the District of Columbia), and
their political subdivisions, agencies, instrumentalities (including
government-sponsored enterprises) and authorities, the interest on which, in the
opinion of counsel to the issuer or bond counsel, is exempt from federal income
tax. These municipal obligations and the taxable investments described below may
bear interest at rates that are not fixed ("floating- and variable-rate
instruments").

The Master Series may temporarily invest some of its assets in cash
reserves or certain high-quality, taxable money market instruments or may engage
in certain other investment activities as described in this Prospectus. The
Master Series may elect to invest temporarily up to 20% of its net assets in
certain permitted taxable investments, including cash reserves, U.S. Government
obligations, obligations of domestic banks, commercial paper, taxable municipal
obligations and repurchase agreements. The Master Series may also invest in U.S.
dollar-denominated obligations of foreign banks and foreign securities. Such
temporary investments are most likely to be made when there is an unexpected or
abnormal level of investor purchases or redemptions of interests in the Master
Series or because of unusual market conditions. The income from these temporary
investments and investment activities may be subject to federal income tax.
However, as stated above, Wells Fargo Bank seeks to invest substantially all of
the Master Series' assets in securities exempt from such taxes. A more complete
description of tax-free municipal obligations, taxable money market instruments,
and other investment activities is contained in the "Prospectus Appendix --
Additional Investment Policies."

1
<PAGE> 12

As a matter of fundamental policy, at least 80% of the net assets of the
Master Series is invested (under normal market conditions) in municipal
obligations that pay interest which is exempt from federal income tax and is not
subject to the federal alternative minimum tax. However, as a matter of general
operating policy, the Master Series seeks to have substantially all of its
assets invested in such municipal obligations. The Master Series' investment
adviser may rely either on the opinion of counsel to the issuer of the municipal
obligations or on Internal Revenue Service ("IRS") rulings regarding the tax
treatment of these obligations. In addition, the Master Series may invest 25% or
more of its assets in municipal obligations that are related in such a way that
an economic, business or political development or change affecting one such
obligation would also affect the other obligations; for example, the Master
Series may own different municipal obligations which pay interest based on the
revenues of similar types of projects.

MASTER/FEEDER STRUCTURE

The Fund is a feeder fund in a master/feeder structure, which means it
invests all of its assets in the Master Series which has the same investment
objective as the Fund. The Master Trust is organized as a trust under the laws
of the State of Delaware. See "General Information -- Description of the
Company." In addition to selling its shares to the Fund, the Master Series may
sell its shares to other mutual funds or accredited investors. Such other mutual
funds and other qualified investors may have different expenses and,
accordingly, may experience different investment returns and yields compared
with the Fund. Information regarding additional options, if any, for investing
in shares of the Master Series is available from Stephens and may be obtained by
calling (800) 643-9691.

The Company's Board of Directors believes that, if other investors invest
their assets in the Master Series, certain economic efficiencies may be realized
with respect to the Master Series. For example, fixed expenses that otherwise
would have been borne solely by the Fund would be spread across a larger asset
base provided by more than one fund investing in the Master Series. The Fund and
other entities investing in the Master Series are each liable for all
obligations of the Master Series. The risk of the Fund incurring financial loss
on account of such liability, however, is limited to circumstances in which both
inadequate insurance exists and the Master Trust itself is unable to meet its
obligations. Accordingly, the Company's Board of Directors believes that neither
the Fund nor its shareholders will be adversely affected by reason of investing
the Fund's assets in the Master Series. However, if a mutual fund or other
investor withdraws its investment from the Master Series, the economic
efficiencies (e.g., spreading fixed expenses across a larger asset base) that
the Company's Board believes should be available through investment in the
Master Series may not be fully achieved. In addition, given the relatively novel
nature of the master/feeder structure, accounting and operational difficulties,
although unlikely, could occur.

2
<PAGE> 13

investment objective or fundamental or non-fundamental policies are changed, the
Fund could subsequently change its objective or policies to correspond to those
of the Master Series or the Fund could redeem its Master Series shares and
either seek a new investment company with a matching objective in which to
invest or it could retain its own investment adviser to manage the Fund's
portfolio in accordance with its objective. In the latter case, the Fund's
inability to find a substitute investment company in which to invest or
equivalent management services could adversely affect shareholders' investments
in the Fund. The Fund will provide shareholders with 30 days' written notice
prior to the implementation of any change in a non-fundamental policy of the
Fund or the Master Series, to the extent possible.

RISK FACTORS

Investments in the Fund and Master Series are not bank accounts and are not
insured or guaranteed against loss of principal. Although both the Fund and the
Master Series seek to maintain a stable NAV of $1.00 per share, there is no
assurance that they will be able to do so. As with all mutual funds, there can
be no assurance that the Fund and the Master Series will achieve their
respective investment objectives. See "Prospectus Appendix -- Additional
Investment Policies" for further discussion of investment objectives and risks.

The Master Series and the Fund, under the 1940 Act, must comply with
certain investment criteria designed to provide liquidity, reduce risk and allow
the Fund and the Master Series each to maintain a stable NAV of $1.00 per share.
The dollar-weighted average portfolio maturity of the Master Series or the Fund
must not exceed 90 days. Any security that the Fund or Master Series purchases
must have a remaining maturity of not more than 13 months. Any security that the
Fund or Master Series purchases must present minimal credit risks and be
high-quality (i.e., be rated in the top two rating categories by the required
number of nationally recognized statistical rating organizations ("NRSROs") or,
if unrated, determined to be of comparable quality to such rated securities).
These determinations are made by Wells Fargo Bank, as the Master Series'
investment adviser, under guidelines adopted by the Master Trust's Board of
Trustees.

The Fund and the Master Series seek to reduce risk by investing in
securities of various issuers. As such, the Fund and the Master Series are
considered to be diversified for purposes of the 1940 Act. In addition, the Fund
and the Master Series, since their inception, have emphasized safety of
principal and high credit quality. In particular, the internal investment
policies of the Master Series' investment adviser, Wells Fargo Bank, have always
prohibited the purchase of many types of floating rate securities, commonly
referred to as "derivatives," that are considered potentially volatile. The
following types of derivative securities ARE NOT permitted investments for the
Master Series or the Fund:

- capped floaters (on which interest is not paid when market rates move
above a certain level);

- leveraged floaters (whose interest-rate reset provisions are based on a
formula that magnifies changes in interest rates);

- range floaters (which do not pay any interest if market interest rates
move outside of a specified rate);

3
<PAGE> 14

- dual index floaters (whose interest-rate reset provisions are tied to
more than one index so that a change in the relationship between these
indices may result in the value of the instrument falling below face
value); and

- inverse floaters (which reset in the opposite direction of their
indices).

Additionally, neither the Master Series nor the Fund may invest in
securities whose interest-rate reset provisions are tied to an index that
materially lags short-term interest rates, such as Cost of Funds Index ("COFI")
floaters. The Master Series and the Fund may only invest in floating rate
securities that bear interest at a rate that resets quarterly or more
frequently, and that resets based on changes in standard money market rate
indices such as U.S. Government Treasury bills, London Interbank Offered Rate
("LIBOR"), the prime rate, published commercial paper rates, federal funds
rates, Public Securities Associates ("PSA") Floaters or JJ Kenney index
floaters.

PERFORMANCE

The performance of the Fund may be advertised in terms of current yield,
effective yield, tax-equivalent yield or effective tax-equivalent yield. These
performance figures are based on historical results and are not intended to
indicate future performance.

The Fund's yield refers to the income generated by an investment in the
Fund over a seven- or thirty-day period (which period will be specified in any
advertisement) expressed as an annual percentage rate. Effective yields are
calculated similarly but assume that the income earned from the Fund is
reinvested. Because of the effects of compounding, effective yields are slightly
higher than yields. The tax-equivalent yield and the tax-equivalent effective
yield of the Fund assume that a stated income tax rate has been applied to
determine the tax-equivalent figures. The application of the stated income tax
rate results in a higher yield figure.

Additional performance information will be contained in the Annual Report
which will be available free of charge by calling the Company at (800) 552-9612.

MANAGEMENT OF THE FUND AND THE MASTER SERIES

MASTER SERIES INVESTMENT ADVISER

Pursuant to an Advisory Contract, Wells Fargo Bank, a wholly owned
subsidiary of Wells Fargo & Company located at 420 Montgomery Street, San
Francisco, California 94105 is the Master Series' investment adviser. Wells
Fargo Bank, one of the ten largest banks in the United States, was founded in
1852 and is the oldest bank in the western United States. As of March 31, 1995,
various divisions and affiliates of Wells Fargo Bank provided investment
advisory services for approximately $196 billion of assets of individuals,
trusts, estates and institutions. The Advisory Contract provides that Wells
Fargo Bank furnish to the Master Series investment guidance and policy direction
in connection with the daily portfolio management of the Master Series, subject
to the supervision of the Master Trust's Board of Trustees and in conformity
with Delaware law and the stated policies of the Master Series. Pursuant to the
Advisory Contract, Wells Fargo Bank furnishes to the Trust's Board of Trustees
periodic reports on the investment strategy and performance of the Master
Series. Wells Fargo Bank also serves as the investment

4
<PAGE> 15

adviser to certain other separately managed funds of the Company, to the Master
Trust and to certain other registered open-end management investment companies,
each of which consists of several separately managed investment portfolios.

Wells Fargo Bank deals, trades and invests for its own account in the types
of securities in which the Master Series may invest and may have deposit, loan
and commercial banking relationships with the issuers of securities purchased by
the Master Series. Wells Fargo Bank has informed the Master Trust that in making
its investment decisions it does not obtain or use material inside information
in its possession.

Under the terms of the Advisory Contract, the Master Trust has agreed to
pay Wells Fargo Bank a monthly fee at the annual rate of 0.30% of the Master
Series' average daily net assets. From time to time Wells Fargo Bank may
voluntarily waive all or a portion of its advisory fees. There can be no
assurance that such fee waivers would continue. Any fee waivers reduce the
Master Series' and the Fund's expenses and, accordingly, increase amounts that
are available for distribution to shareholders.

Morrison & Foerster, counsel to the Company and the Master Trust and
special counsel to Wells Fargo Bank, has advised the Company, the Master Trust
and Wells Fargo Bank that Wells Fargo Bank may perform the services contemplated
by the Advisory Contract without violation of the Glass-Steagall Act or other
applicable banking laws or regulations. Such counsel has pointed out, however,
that there are no controlling judicial or administrative interpretations or
decisions and that future judicial or administrative interpretations of, or
decisions relating to, present federal or state statutes, including the
Glass-Steagall Act and regulations relating to the permissible activities of
banks and their subsidiaries or affiliates, as well as future changes in such
statutes, regulations and judicial or administrative decisions or
interpretations, could prevent Wells Fargo Bank from continuing to perform, in
whole or in part, such services. If Wells Fargo Bank were prohibited from
performing any such services, it is expected that the Directors of the Company
would recommend to the Fund's shareholders that they approve a new advisory
agreement with another entity or entities qualified to perform such services.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Stephens, located at 111 Center Street, Little Rock, Arkansas 72201, serves
as the Fund's and the Master Series' administrator pursuant to Administration
Agreements. Under the Administration Agreement with respect to the Fund,
Stephens generally supervises all aspects of the operation of the Fund, other
than the provision of investment advice, subject to the overall authority of the
Board of Directors and in accordance with Maryland law. The administrative
services provided to the Fund also include coordination of the other services
provided to the Fund, compilation of information for reports to the SEC and
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Company's Board of Directors and Officers.
Stephens also furnishes office space and certain facilities to conduct the
Company's business and compensates the Company's Directors, Officers and
employees who are affiliated with Stephens. For providing administrative
services to the Fund, the Company has agreed to pay Stephens a monthly fee at
the annual rate of 0.05% of the Fund's average daily net assets.

5
<PAGE> 16

sale of Fund shares and may enter into Selling Agreements with selling agents
that wish to make available Fund shares to their respective customers ("Selling
Agents"). Wells Fargo Bank presently acts as a Selling Agent, but does not
receive any fee from the Fund for such activities.

Stephens is a full service broker/dealer and investment advisory firm.
Stephens and its predecessor have been providing securities and investment
services for more than 60 years, including discretionary portfolio management
services since 1983. Stephens currently manages investment portfolios for
pension and profit sharing plans, individual investors, foundations, insurance
companies and university endowments.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Fund's and the Master Series' custodian and
transfer and dividend disbursing agent (the "Transfer Agent") but does not
receive a fee from the Company or the Master Trust for such services. Pursuant
to their separate Custody Agreements with Wells Fargo Bank, the Fund and the
Master Series may each, at times, borrow money from Wells Fargo Bank as needed
to satisfy temporary liquidity needs. Wells Fargo Bank charges interest on such
overdrafts at a rate determined pursuant to the Fund's and/or Master Series'
Custody Agreement. The custodial, transfer and dividend disbursing agency
activities are performed at 525 Market Street, San Francisco, California 94105.

EXPENSES

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<PAGE> 17

INVESTING IN THE FUND

OPENING AN ACCOUNT

Fund shares may be purchased in one of the several ways described below. An
Account Application accompanies this Prospectus, which must be completed and
signed to open an account. Additional documentation may be required from
corporations, associations and certain fiduciaries. Investors must not mail
cash. Investors with any questions or requiring extra forms may call (800)
552-9612. The Company or Stephens may make this Prospectus available in an
electronic format. Upon receipt of a request from an investor or the investor's
representative, the Company or Stephens will transmit or cause to be transmitted
promptly, without charge, a paper copy of the electronic prospectus.

After an Account Application has been processed and an account has been
established, subsequent purchases of different funds of the Company under the
same umbrella account do not require the completion of additional Account
Applications. A separate Account Application must be processed for each
different umbrella account number (even if the registration is the same).
Investors should call the number on their confirmation statements to obtain
information about what is required to change registration.

SHARE PRICE

The price of each Fund share is its "net asset value" or NAV, which is
computed by adding the value of the Fund's portfolio investments plus cash and
other assets, deducting liabilities and then dividing the result by the number
of shares outstanding. The Fund's investments in the Master Series are valued at
the NAV of the Master Series' shares. The Master Series calculates the NAV of
its shares on each day and at the same time as the Fund. As noted above, the
Fund seeks to maintain a constant $1.00 NAV share price, although there is no
assurance that it will be able to do so.

The Master Series' portfolio investments are valued on the basis of
amortized cost. This valuation method is based on the receipt of a steady rate
of payment from the date of purchase until maturity rather than actual changes
in market value. The Master Trust's Board of Trustees and the Company's Board of
Directors believe that this valuation method accurately reflects fair value.

PURCHASE OF SHARES

Investors may purchase Fund shares on any day the New York Stock Exchange
("NYSE") is open for trading (a "Business Day"). The NYSE is closed on New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day (each, a "Holiday"). When any Holiday
falls on a Saturday, the NYSE usually is closed the preceding Friday, and when
any Holiday falls on a Sunday, the NYSE is closed the following Monday. Wells
Fargo Bank calculates the NAV each Business Day. All transaction orders are
processed at the NAV next determined after the order is received.

Investors may purchase Fund shares on any Business Day and by any of the
methods described below. After a properly completed Account Application is
received and the investor's wire order or check is received, or an account with
a bank that is designated in the Account Application and that is approved by the
Transfer Agent (an "Approved Account") is debited, the purchase order is made
effective, and full and fractional shares are purchased at the next determined
NAV, which is expected to remain a constant $1.00

7
<PAGE> 18

per share. All investments in the Fund's shares are subject to a determination
by the Company that the investment instructions are complete. If shares are
purchased by a check that does not clear, the Company reserves the right to
cancel the purchase and hold the investor responsible for any losses or fees
incurred. In addition, the Fund may hold payment on any redemption until
reasonably satisfied that investments made by check have been collected (which
may take up to 15 days). The Company reserves the right to reject any purchase
order or suspend sales at any time. The Fund does not issue share certificates.

The minimum initial investment is $25,000 by the Systematic Purchase Plan
purchase method (described below) and $150,000 by all other methods. All
subsequent investments must be at least $25,000. Investors with questions
regarding purchases of shares, should contact the Company at (800) 572-7797 or
contact a Selling Agent (such as Wells Fargo Bank).

Purchase orders that are received by the Transfer Agent before 9:00 a.m.
(Pacific Time) generally are executed on the same day. Orders received by the
Transfer Agent after 9:00 a.m. (Pacific Time) are executed on the next Business
Day.

Federal regulations require that an investor provide a social security
number or a certified taxpayer identification number ("TIN") upon opening or
reopening an account. See "Taxes" for further information concerning this
requirement. Failure to furnish a certified TIN to the Trust could subject the
investor to a $50 penalty imposed by the IRS.

Shares of the Fund may not be suitable investments for tax-exempt
institutions or tax-sheltered retirement plans, since such investors would not
benefit from the exempt status of the Fund's dividends. See "Federal Income
Taxes -- Special Tax Considerations" in the SAI.

Investors may buy Fund shares on any Business Day by any of the methods
described below.

INITIAL PURCHASES BY WIRE

The investor should:

1. Telephone toll free (800) 572-7797. Give the name of the Fund, the
name(s) in which the shares are to be registered, address, social security
number or TIN (where applicable) of the person or entity in whose name(s) the
shares are to be registered, dividend payment election, amount to be wired, name
of the wiring bank and name and telephone number of the person to be contacted
in connection with the order. An account number will be assigned. Some banks may
impose wiring fees.

2. Instruct the wiring bank to transmit the specified amount in federal
funds ($150,000 or more) to:

Wells Fargo Bank, N.A.
San Francisco, California
Bank Routing Number: 121000248
Wire Purchase Account Number: 4068-000462

Attention: Overland National Tax-Free Institutional Money Market Fund

Account Name(s): Name(s) in which the account is to be registered

Account Number: (if investing into an existing account)

8
<PAGE> 19

3. A completed Account Application should be mailed, or sent by
telefacsimile with the original subsequently mailed, to the following address
immediately after the funds are wired and must be received and accepted by the
Transfer Agent before an account can be opened:

Wells Fargo Bank, N.A.

c/o Overland Express Shareholder Services

P.O. Box 63084

San Francisco, California 94163

Telefacsimile: 1-415-781-4082

4. Share purchases are effected at the NAV next determined after the
Account Application is received and accepted.

INITIAL PURCHASES BY MAIL

The investor should:

1. Complete an Account Application. Indicate the services to be used.

2. Mail the Account Application and a check for $150,000 or more, payable
to "Overland National Tax-Free Institutional Money Market Fund" to the address
above.

3. Share purchases are effected at the NAV next determined after the
Account Application is received and accepted.

SYSTEMATIC PURCHASE PLAN

The Company's Systematic Purchase Plan provides investors with a convenient
way to establish and automatically add to a Fund account on a monthly basis. To
participate in the Systematic Purchase Plan, an investor must specify an amount
($25,000 or more) to be withdrawn automatically by the Transfer Agent on a
monthly basis from a designated Approved Bank. Wells Fargo Bank is an Approved
Bank. The Transfer Agent withdraws and uses this amount to purchase Fund shares
on the investor's behalf on or about the fifth Business Day of each month. There
are no separate fees charged to investors by the Fund for participating in the
Systematic Purchase Plan.

An investor may change the investor's investment amount, suspend purchases
or terminate the investor's election at any time by notifying the Transfer Agent
at least five Business Days prior to any scheduled transaction.

ADDITIONAL PURCHASES

Additional purchases of $25,000 or more may be made by instructing the
Fund's Transfer Agent to debit a designated Approved Bank account, by wire by
instructing the wiring bank to transmit the specified amount as directed above
for initial purchases, or by mail with a check payable to "Overland National
Tax-Free Institutional Money Market Fund" to the above address. An investor
should write the Fund account number on the check and include the detachable
stub from the investor's Statement of Account or a letter providing the
investor's Fund account number.

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<PAGE> 20

PURCHASES THROUGH SELLING AGENTS

Purchase orders for Fund shares placed through Selling Agents by 9:00 a.m.
(Pacific time) on any Business Day, including orders for which payment is to be
made from free cash credit balances in securities accounts maintained with a
Selling Agent, generally will be executed on the same day an order is placed if
notice is provided to the Transfer Agent by 9:00 a.m. (Pacific time) and federal
funds are received by the Transfer Agent before the close of business.

Purchase orders that are received by a Selling Agent after 9:00 a.m.
(Pacific time) on any Business Day or federal funds that are not received by the
Transfer Agent before the close of business generally will be executed on the
next Business Day following the day the order is placed. The Selling Agent is
responsible for the prompt transmission of purchase orders to the Fund.
Financial institutions acting as Selling Agents, or in certain other capacities,
may be required to register as dealers pursuant to applicable state securities
laws, which may differ from federal law and any interpretations expressed
herein.

STATEMENTS AND REPORTS

Investors are sent monthly statements of accounts after every month in
which there has been a transaction that affects such investors' share balances
or Fund account registrations. Statements with tax information are mailed to
investors by January 31 of each year and also are filed with the IRS. At least
twice a year, investors receive the financial statements of the Fund.

DIVIDENDS

The Fund intends to declare dividends on a daily basis, payable to
shareholders of record as of 9:00 a.m. (Pacific time). If a purchase order is
received before 9:00 a.m. (Pacific time) on any Business Day, the investor
begins earning dividends on that Business day and continues to earn dividends
through the day prior to the date the investor redeems such shares. If the
investor's purchase order is received at or after 9:00 a.m. on any Business Day,
the investor begins earning dividends on the next Business Day and continues to
earn dividends through the day prior to the date the investor redeems such
shares. Dividends for a Saturday, Sunday or Holiday are credited on the
preceding Business Day. If an investor redeems shares before the dividend
payment date, any dividends credited to the investor are paid on the following
dividend payment date unless the investor has redeemed all of the shares in the
account, in which case the investor receives any accrued dividends together with
any redemption proceeds. The Fund declares any capital gains at least annually.

Dividends declared in a month are paid early in the following month.
Investors have three options for receiving distributions of dividends and
capital gains (if any). They are discussed under "Additional Shareholder
Services -- Dividend and Distribution Options."

HOW TO REDEEM SHARES

Investors may redeem all or a portion of their shares in the Fund on any
Business Day without any charge by the Fund. Shares are redeemed at the next NAV
calculated after the Fund has received a redemption request in proper form.
Redemption proceeds may be more or less than the amount invested and, therefore,
a redemption of shares in the Fund may result in a gain or loss for federal and
state income

10
<PAGE> 21

tax purposes. The Fund generally remits redemption proceeds within seven days
after a redemption order is received in proper form, unless the SEC permits a
longer period under extraordinary circumstances. Such extraordinary
circumstances could include a period during which an emergency exists as a
result of which (a) disposal by the Fund and/or Master Series of securities
owned by them is not reasonably practicable or (b) it is not reasonably
practicable for the Fund and/or Master Series fairly to determine the value of
their net assets, or a period during which the SEC by order permits deferral of
redemptions for the protection of security holders of the Fund and/or Master
Series. In addition, the Fund may hold payment on a redemption until reasonably
satisfied that investments made by check have been collected (which can take up
to 15 days from the purchase date). To ensure acceptance of a redemption
request, investors should follow the procedures described below. Payment of
redemption proceeds may be made in securities, subject to regulation by some
state securities commissions.

Telephone redemption or exchange privileges are made available to
shareholders automatically upon opening an account, unless a shareholder
declines the privileges. These privileges authorize the Transfer Agent to act on
telephone instructions from any person representing himself or herself to be the
investor and reasonably believed by the Transfer Agent to be genuine. The Master
Trust requests the Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions are
genuine and, if it does not follow such procedures, the Master Trust or the
Transfer Agent may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Master Trust nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.

Due to the high cost of maintaining Fund accounts with small balances, the
Company reserves the right to redeem accounts that fall below $1,000. Prior to
such a redemption, an investor will be given 30 days' notice to make an
additional investment to raise the account balance to the specified minimum.

Redemption orders that are received by the Transfer Agent before 9:00 a.m.
(Pacific Time) on any Business Day generally are executed on that Business Day.
Redemption orders that are received after 9:00 a.m. (Pacific Time) on any
Business Day generally are executed on the next Business Day.

REDEMPTIONS BY MAIL

The investor should:

1. Write a letter of instruction. Indicate the dollar amount or number of
Fund shares the investor wants to redeem. Refer to the Fund account number and
provide a social security number or TIN (as applicable).

2. Sign the letter in exactly the same way the account is registered. If
there is more than one owner of the shares, all owners must sign.

3. Signature guarantees are not required for redemption requests unless
redemption proceeds of $5,000 or more are to be paid to someone other than the
investor at the investor's address of record or to the investor's designated
Approved Bank account, or other unusual circumstances exist which cause the
Transfer Agent to determine that a signature guarantee is necessary or prudent
to protect against unauthorized redemption requests. If required, a signature
must be guaranteed by an "eligible guarantor institution," which includes a
commercial bank that is an FDIC member, a trust company, a member firm of a
domestic stock exchange, a savings association, or a credit union that is
authorized by its charter to

11
<PAGE> 22

provide a signature guarantee. Signature guarantees by notaries public are not
acceptable. Further documentation may be requested from corporations,
administrators, executors, personal representatives, trustees or custodians.

4. Mail a letter to the Transfer Agent at the mailing address set forth
under "Investing in the Fund -- Initial Purchases By Wire."

Unless other instructions are given in proper form, a check for redemption
proceeds is sent to the investor's address of record.

SYSTEMATIC WITHDRAWAL PLAN

The Company's Systematic Withdrawal Plan provides an investor with a
convenient way to have Fund shares redeemed from an account and the proceeds
distributed to the investor on a monthly basis. An investor may participate in
this plan only if the investor has a Fund account valued at $10,000 or more as
of the date of the election to participate, the investor has an account at an
Approved Bank, the investor's dividends and capital gain distributions are being
reinvested automatically and the investor is not also a participant in the
Systematic Purchase Plan at any time while participating in the Systematic
Withdrawal Plan. The investor specifies an amount ($100 or more) to be
distributed by check to the investor's address of record or deposited in an
Approved Bank account designated in the Account Application. The Transfer Agent
redeems sufficient shares and mails or deposits redemption proceeds as
instructed on or about the fifth Business Day prior to the end of each month.
There are no separate fees charged to investors by the Fund for participating in
the Systematic Withdrawal Plan.

Investors may change the withdrawal amount, suspend withdrawals or
terminate participation in the Systematic Withdrawal Plan at any time by
notifying the Transfer Agent at least ten Business Days prior to any scheduled
transaction. Participation in the Systematic Withdrawal Plan will be terminated
automatically if a Fund account or Approved Bank account is closed.

EXPEDITED REDEMPTIONS BY LETTER AND TELEPHONE

Investors may request an expedited redemption of shares of the Fund by
letter, in which case receipt of redemption proceeds, but not the Fund's receipt
of a redemption request, would be expedited. Telephone redemption or exchange
privileges are made available to investors automatically upon the opening of an
account unless an investor specifically declines such privileges. An investor
also may request an expedited redemption of shares of the Fund by telephone on
any Business Day, in which case both the receipt of redemption proceeds and the
Fund's receipt of the redemption request would be expedited. Investors may
request a redemption by telephone only if the total value of the shares redeemed
is equal to $100 or more.

Investors may telephone an expedited redemption to the Transfer Agent at
(800) 572-7797.

Investors may mail expedited redemption requests to the Transfer Agent at
the mailing address set forth under "Investing in the Fund -- Initial Purchases
by Wire."

Upon request, proceeds of expedited redemptions of $5,000 or more are wired
or credited to an Approved Bank account designated in an Account Application or
wired to the Selling Agent designated in an Account Application. The Company
reserves the right to impose a charge for wiring redemption

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<PAGE> 23

proceeds. When proceeds of an expedited redemption are to be paid to someone
other than the investor, or to an address other than that of record, or to an
account with an Approved Bank or Selling Agent that the investor has not
predesignated in the Account Application, the expedited redemption request must
be made by letter and the signature(s) on the letter must be guaranteed,
regardless of the amount of the redemption. If an expedited redemption request
is received by the Transfer Agent by 9:00 a.m. on a Business Day, redemption
proceeds are transmitted to a designated account with an Approved Bank or
Selling Agent on the same Business Day (assuming the investment check has
cleared as described above), absent extraordinary circumstances. Such
extraordinary circumstances could include those described above as potentially
delaying redemptions, and also could include situations involving an unusually
heavy volume of wire transfer orders on a national or regional basis or
communication or transmittal delays that could cause a brief delay in the wiring
or crediting of funds. A check for proceeds of less than $5,000 may be mailed to
the address of record, or, at the investor's election, credited to an Approved
Bank account designated in the Account Application.

During periods of drastic economic or market activity or changes, investors
may experience problems implementing an expedited redemption by telephone. In
the event an investor is unable to reach the Transfer Agent by telephone, the
investor should consider using overnight mail to implement an expedited
redemption. The Fund reserves the right to modify or terminate the expedited
telephone redemption privileges at any time.

REDEMPTIONS THROUGH SELLING AGENTS

Investors may request a redemption of shares of the Fund through Selling
Agents. Redemption orders transmitted by a Selling Agent to the Transfer Agent
after 9:00 a.m. (Pacific time) on any Business Day are executed on the next
Business Day. The Selling Agent is responsible for the prompt transmission of
redemption orders to the Fund.

Unless an investor has made other arrangements with the Selling Agent, and
the Transfer Agent has been informed of such arrangements, proceeds of a
redemption order made by the investor through the Selling Agent are credited to
an account with the Approved Bank that is designated in the Account Application.
If no such account is designated, a check for the proceeds is mailed to the
investor's address of record or, if such address is no longer valid, the
proceeds are credited to the investor's account with the Selling Agent. An
investor may request a check from the Selling Agent or may elect to retain the
redemption proceeds in such account. The Selling Agent may charge a service fee.
In addition, the Selling Agent may benefit from the use of redemption proceeds
until the check it issues to the investor has cleared or until such proceeds
have been disbursed or reinvested on the investor's behalf.

ADDITIONAL SHAREHOLDER SERVICES

The Company offers investors a number of services. As noted above,
investors can take advantage of the Systematic Purchase Plan, the Systematic
Withdrawal Plan, and Expedited Redemptions by Letter and Telephone. In addition,
the Fund offers three dividend and distribution payment options and an exchange
privilege, which are described below.

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<PAGE> 24

DIVIDEND AND DISTRIBUTION OPTIONS

When an investor fills out an Account Application, the investor can choose
from three dividend and distribution options:

A. The AUTOMATIC REINVESTMENT OPTION provides for the reinvestment of
dividends and capital gain distributions in additional shares of the Fund.
Dividends and distributions declared in a month are reinvested at NAV early
in the following month. Investors are assigned this option automatically if
they make no choice on their Account Applications.

B. The CHECK PAYMENT OPTION allows investors to receive a check for a
dividend or capital gain distribution, which is mailed either to the
designated address, or a designated Approved Bank, early in the month
following declaration. If the U.S. Postal Service cannot deliver such
checks, or if such checks remain uncashed for six months, distributions
will be held in a non-interest bearing omnibus bank account established by
the Fund's dividend disbursing agent on an investor's behalf.

C. The AUTOMATIC CLEARING HOUSE OPTION permits investors to have
dividends and capital gain distributions deposited in an Approved Bank
account designated in the Account Application. In the event the Approved
Bank account is closed, distributions will be held in a non-interest
bearing omnibus bank account established by the Fund's dividend disbursing
agent on the investor's behalf.

The Company forwards moneys to the dividend disbursing agent so that it may
issue investors dividend checks under the Check Payment Option. The dividend
disbursing agent may benefit from the temporary use of such moneys until these
checks clear.

EXCHANGE PRIVILEGE

The exchange privilege enables an investor to purchase in exchange for
shares of the Fund, shares of a fund offered by the Company pursuant to another
prospectus, or shares of certain other investment companies advised by Wells
Fargo Bank, to the extent such shares are offered for sale in the investor's
state of residence. The exchange privilege may be expanded to permit exchanges
between the Fund and other funds that, in the future, may be advised by Wells
Fargo Bank. Investors will be notified of any such change. Before making an
exchange from the Fund to another fund advised by Wells Fargo Bank, investors
should observe the following:

- Obtain and carefully read the prospectus of the fund into which the
investor wants to exchange. Prospectuses may be obtained from Stephens.

- Shares will be exchanged at the next determined NAV.

- If the investor exchanges into another fund with a front-end sales
charge, the investor must pay the difference between that fund's sales
charge and any sales charge already paid in connection with the shares
which are being exchanged.

- Each exchange, in effect, represents the redemption of shares of one
fund and the purchase of shares of another, which may produce a gain or
loss for tax purposes. A confirmation of each exchange transaction is
sent to investors.

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<PAGE> 25

- The dollar amount of shares exchanged must meet the minimum initial
and/or subsequent investment amounts of the other fund.

- The Company reserves the right to limit the number of times shares may
be exchanged between funds, to reject any telephone exchange order, or
otherwise to modify or discontinue exchange privileges at any time.
Under SEC rules, subject to limited exceptions, the Company must notify
investors 60 days before it modifies or discontinues the exchange
privilege.

- No fees are currently charged shareholders directly in connection with
exchanges through the Company although the Company reserves the right,
upon not less than 60 days' written notice, to charge shareholders a
nominal exchange fee in accordance with rules promulgated by the SEC.

The procedures applicable to Fund share redemptions also apply to Fund
share exchanges. In particular, exchange orders received after 9:00 a.m.
(Pacific time) are processed on the next Business Day for both funds involved in
the exchange. In addition, a signature guarantee may be required if the amount
being exchanged is more than $25,000.

To exchange shares, investors should write the Transfer Agent at the
mailing address under "Investing in the Fund -- Initial Purchases by Wire," or
call the Transfer Agent at the telephone number listed on the transaction
confirmation, or contact a Selling Agent. The procedures applicable to telephone
redemptions, including the discussion regarding the responsibility for the
authenticity of telephone instructions, are also applicable to telephone
exchange requests. See "How to Redeem Shares -- Expedited Redemptions by Letter
and Telephone."

TAXES

The Company intends to qualify the Fund as a regulated investment company
under Subchapter M of the Internal Revenue Code (the "Code"). The Fund will be
treated as a separate entity for tax purposes and thus the provisions of the
Code applicable to regulated investment companies generally will be applied to
the Fund, rather than to the Company as a whole. In addition, net capital gains,
net investment income, and operating expenses will be determined separately for
the Fund.

By complying with the applicable provisions of the Code, the Fund will not
be subject to federal income taxes with respect to net investment income and net
realized capital gains distributed to its shareholders, and the Fund's
shareholders will not be subject to federal income taxes on any dividends of the
Fund attributable to interest from tax-exempt securities. However, dividends
attributable to interest from taxable securities and capital gains (if any) will
be taxable to shareholders. In addition, by complying with the applicable
provisions of the Code, Fund dividends also will be exempt from personal income
tax to the extent such dividends are attributable to instruments that pay
interest which would be exempt from personal income taxes if such instruments
were held directly by an individual. The Fund does not make any representation
regarding the taxation of its corporate shareholders and recommends that such
shareholders consult their tax advisors.

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<PAGE> 26

Fund and other investors in the Master Series, regardless of whether such
interest, dividends or gains have been distributed by the Master Series or
losses have been realized by the Fund or other investors. Accordingly, if the
Master Series were to accrue but not distribute any interest, dividends or
gains, the Fund would be deemed to have realized and recognized its
proportionate share of interest, dividends or gains without receipt of any
corresponding distribution. The Master Series seeks to minimize recognition by
investors of interest, dividends or gains without a corresponding distribution.

The Fund, or a Shareholder Servicing Agent on its behalf, will inform
investors of the amount and nature of Fund dividends and capital gains.
Investors should retain all statements received to assist in personal
recordkeeping. The Company is required to withhold, subject to certain
exemptions, at a rate of 31% on dividends paid or credited to individual
shareholders of the Fund, if a shareholder has not complied with IRS regulations
or if a correct social security number or TIN (a certified TIN when required),
is not on file with the Company or the Transfer Agent. In connection with this
withholding requirement, investors are asked to certify on their Account
Applications that the social security number or TIN provided is correct and that
such investors are not subject to 31% back-up withholding for previous
underreporting to the IRS.

Foreign shareholders may be subject to different tax treatment, including a
withholding tax. See "Federal Income Taxes -- Foreign Shareholders" in the SAI.

The foregoing discussion regarding dividends, distributions and taxes is
based on tax laws and regulations which were in effect as of the date of this
Prospectus and summarizes only some of the important federal tax considerations
generally affecting the Fund and its shareholders. It is not intended as a
substitute for careful tax planning; investors should consult their tax advisors
with respect to their specific tax situations as well as with respect to state
and local taxes.

Further federal tax considerations are discussed in the SAI for the Fund.

GENERAL INFORMATION

DESCRIPTION OF THE COMPANY

The Fund is a series of the Company. The Company was organized as a
Maryland corporation on October 15, 1992, and currently includes the following
13 other series: Asset Allocation Fund, Bond Index Fund, California Tax-Free
Intermediate Income Fund, California Tax-Free Money Market Fund, California
Tax-Free Short-Term Income Fund, Growth and Income Fund, Growth Stock Fund,
Money Market Fund, National Tax-Free Intermediate Income Fund, National Tax-Free
Money Market Mutual Fund, Short-Intermediate Term Fund, S&P 500 Stock Fund and
U.S. Treasury Allocation Fund. The Company's principal office is located at 111
Center Street, Little Rock, Arkansas 72201.

16
<PAGE> 27

including the investment of all the assets of the Fund in another pooled
investment entity having the same investment objective as the Fund or the hiring
of an investment adviser to manage the Fund's assets in accordance with the
investment policies described above with respect to the Master Series. Although
the Company is not required to hold regular annual shareholder meetings,
occasional annual or special meetings may be required for purposes such as
electing or removing Directors, approving advisory contracts and distribution
plans, and changing the Fund's investment objective or fundamental investment
policies.

The Master Trust was established on October 28, 1993 as a Delaware business
trust. The Master Trust's Declaration of Trust permits the Board of Trustees to
issue beneficial interests in the Master Trust to investors based on their
proportionate investments in the Master Trust. The Master Trust, on behalf of
the Master Series, has retained the services of Wells Fargo Bank as investment
adviser and Stephens as administrator and placement agent. The Board of Trustees
of the Master Trust is responsible for the general management of the Master
Trust and supervising the actions of Wells Fargo Bank and Stephens in these
capacities.

VOTING

All shares of the Company have equal voting rights and will be voted in the
aggregate, unless otherwise required by law (such as when a matter affects only
one fund). Shareholders of the Fund are entitled to one vote for each share
owned and fractional votes for fractional shares owned. Depending on the terms
of a particular benefit plan, and the matter being submitted to a vote, a
sponsor may request direction from individual participants regarding a
shareholder vote. In addition, whenever the Fund is requested to vote on matters
pertaining to the Master Series, the Company will hold a meeting of the Fund's
shareholders and the Company will cast its vote as instructed by Fund
shareholders. The Directors of the Company will vote shares for which they
receive no voting instructions in the same proportion as the shares for which
they do receive voting instructions. A more detailed description of the voting
rights and attributes of the shares is contained in the "Capital Stock" section
of the SAI.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP serve as independent auditors for the Company. Their
address is Three Embarcadero Center, San Francisco, California 94111.

LEGAL COUNSEL

Morrison & Foerster serves as counsel to the Company. Its address is 2000
Pennsylvania Avenue, N.W., Washington, D.C. 20006.

INFORMATION ON THE FUND

The Company will provide annual and semi-annual reports to all
shareholders. The annual reports contain audited financial statements and other
information about the Company's funds, including additional information on
performance. Shareholders may obtain a copy of the Company's most recent report
without charge by phoning (800) 552-9612. Future annual reports will contain
information about the Fund.

17
<PAGE> 28

PROSPECTUS APPENDIX -- ADDITIONAL INVESTMENT POLICIES

The following describes certain instruments in which the Master Series of
the Master Trust may invest.

Municipal Obligations

Subject to the maturity and other restrictions under Rule 2a-7, the Master
Series may invest in Municipal Obligations. Municipal bonds generally have a
maturity at the time of issuance of up to 40 years. Medium-term municipal notes
are generally issued in anticipation of the receipt of tax funds, of the
proceeds of bond placements, or of other revenues. The ability of an issuer to
make payments on notes is therefore especially dependent on such tax receipts,
proceeds from bond sales or other revenues, as the case may be. Municipal
commercial paper is a debt obligation with a stated maturity of 270 days or less
that is issued to finance seasonal working capital needs or as short-term
financing in anticipation of longer-term debt. From time to time, the Master
Series may invest 25% or more of the current value of its total assets in
certain "private activity bonds," such as pollution control bonds; provided,
however, that such investments will be made only to the extent they are
consistent with the Master Series' fundamental policy of investing, under normal
circumstances, at least 80% of its net assets in municipal obligations that are
exempt from federal income taxes and not subject to the federal alternative
minimum tax.

The Master Series will invest in the following municipal obligations with
remaining maturities not exceeding 13 months:

(i) long-term municipal bonds rated at the date of purchase "Aa" or
better by Moody's or "AA" or better by S&P;

(ii) municipal notes rated at the date of purchase "MIG 1" or "MIG 2"
(or "VMIG 1" or "VMIG 2" in the case of an issue having a
variable rate with a demand feature) by Moody's or "SP-1+",
"SP-1" or "SP-2" by S&P; and

(iii) short-term municipal commercial paper rated at the date of
purchase "P-1" by Moody's or "A-1+", "A-1" or "A-2" by S&P.

Taxable Investments

Pending the investment of proceeds from the sale of shares of the Master
Series or proceeds from sales of portfolio securities or in anticipation of
redemptions or to maintain a "defensive" posture when, in the opinion of Wells
Fargo Bank, as investment adviser, it is advisable to do so because of market
conditions, the Master Series may elect to invest temporarily up to 20% of the
current value of its net assets in cash reserves, including the following
taxable high-quality money market instruments: (i) U.S. Government obligations;
(ii) negotiable certificates of deposit, bankers' acceptances and fixed time
deposits and other obligations of domestic banks (including foreign branches)
that have more than $1 billion in total assets at the time of investment and are
members of the Federal Reserve System or are examined by the Comptroller of the
Currency or whose deposits are insured by the FDIC; (iii) commercial paper rated
at the date of purchase "P-1" by Moody's or "A-1+" or "A-1" by S&P; (iv) certain
repurchase agreements; and (v) high-quality municipal obligations, the income
from which may or may not be exempt from federal income taxes.

A-1
<PAGE> 29

Moreover, the Master Series may invest temporarily more than 20% of its
total assets in such securities and in high-quality, short-term municipal
obligations the interest on which is not exempt from federal income taxes to
maintain a temporary defensive posture or in an effort to improve after-tax
yield to the Master Series' shareholders when, in the opinion of Wells Fargo
Bank, as investment adviser, it is advisable to do so because of unusual market
conditions.

U.S. Government Obligations

The Master Series may invest in various types of U.S. Government
obligations with remaining maturities of up to 13 months. U.S. Government
obligations include securities issued or guaranteed as to principal and interest
by the U.S. Government and supported by the full faith and credit of the U.S.
Treasury. U.S. Treasury obligations differ mainly in the length of their
maturities. Treasury bills, the most frequently issued marketable government
securities, have a maturity of up to one year and are issued on a discount
basis. U.S. Government obligations also include securities issued or guaranteed
by federal agencies or instrumentalities, including government-sponsored
enterprises. Some obligations of such agencies or instrumentalities of the U.S.
Government are supported by the full faith and credit of the United States or
U.S. Treasury guarantees; others, by the right of the issuer or guarantor to
borrow from the U.S. Treasury; still others by the discretionary authority of
the U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, only by the credit of the agency or instrumentality
issuing the obligation. In the case of obligations not backed by the full faith
and credit of the United States, the investor must look principally to the
agency or instrumentality issuing or guaranteeing the obligation for ultimate
repayment, which agency or instrumentality may be privately owned. There can be
no assurance that the U.S. Government would provide financial support to it
agencies or instrumentalities (including government-sponsored enterprises) where
it is not obligated to do so. In addition, U.S. Government obligations are
subject to fluctuations in market value due to fluctuations in market interest
rates. As a general matter, the value of debt instruments, including U.S.
Government obligations, declines when market interest rates increase and rises
when market interest rates decrease. Certain types of U.S. Government
obligations are subject to fluctuations in yield or value due to their structure
or contract terms.

Other Investment Companies

The Master Series also may invest in shares of other open-end investment
companies that invest exclusively in high-quality short-term securities,
provided however, that any such company has a fundamental policy of investing,
under normal circumstances, at least 80% of its net assets in obligations that
are exempt from federal income tax and not subject to the federal alternative
minimum tax. Such investment companies can be expected to charge management fees
and other operating expenses that would be in addition to those charged to the
Fund or Master Series; however, the Master Series' investment adviser has
undertaken to waive its advisory fees with respect to that portion of the Master
Series' assets so invested. In no event may the Master Series, together with any
company or companies controlled by it, own more than 3% of the total outstanding
voting stock of any such investment company, nor may the Master Series, together
with any such company or companies, invest more than 5% of its assets in any one
such investment company or invest more than 10% of its assets in securities of
all such investment companies combined.

A-2
<PAGE> 30

Floating- and Variable-Rate Instruments

Wells Fargo Bank, as investment adviser to the Master Series, monitors on
an ongoing basis the ability of an issuer of a demand instrument to pay
principal and interest on demand. Events affecting the ability of the issuer of
a demand instrument to make payment when due may occur between the time the
Master Series elects to demand payment and the time payment is due, thereby
affecting the Master Series' ability to obtain payment at par. The investment
adviser, in accordance with the guidelines approved by the Master Trust's Board
of Trustees, determines the liquidity of those instruments that have a demand
feature that is not exercisable within seven days, provided that an active
secondary market exists.

The Master Series may, in accordance with SEC rules, account for these
instruments as maturing at the next interest-rate readjustment date or the date
at which the Master Series may tender the instrument back to the issuer,
whichever is later. The Master Series may invest in floating- and variable-rate
obligations even if they carry stated maturities in excess of 13 months, upon
compliance with certain conditions of SEC rules, in which case such obligations
may be treated in accordance with these conditions as having maturities not
exceeding 13 months.

Repurchase Agreements

The Master Series may enter into repurchase agreements wherein the seller
of a security agrees to repurchase that security from the Master Series at a
mutually agreed-upon time and price. The period of maturity is usually quite
short, often overnight or a few days, although it may extend over a number of
months. The Master Series may enter into repurchase agreements only with respect
to obligations that could otherwise be purchased by the Master Series. All
repurchase agreements will be fully collateralized based on values that are
marked to market daily. While the maturities of the underlying securities in a
repurchase agreement transaction may be greater than 13 months, the term of any
repurchase agreement on behalf of the Master Series will always be less than 13
months. If the seller defaults and the value of the underlying securities
declines, the Master Series may incur a loss. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the security, the
participating Master Series' disposition of the security may be delayed or
limited. The Master Series enters into repurchase agreements only with
registered broker/dealers and commercial banks that meet guidelines established
by the Board of Trustees of the Master Trust and that are not affiliated with
Wells Fargo Bank. The Master Series may enter into pooled repurchase agreement
transactions with other funds advised by Wells Fargo Bank.

Foreign Obligations

The Master Series may invest up to 25% of its total assets in high-quality,
short-term (13 months or less) debt obligations of foreign branches of U.S.
banks or U.S. branches of foreign banks that are

A-3
<PAGE> 31

denominated in and pay interest in U.S. dollars. Investments in foreign
obligations involve certain considerations that are not typically associated
with investing in domestic obligations. There may be less publicly available
information about a foreign issuer than about a domestic issuer. Foreign issuers
also are not generally subject to the same uniform accounting, auditing and
financial reporting standards or governmental supervision as domestic issuers.
In addition, with respect to certain foreign countries, interest may be withheld
at the source under foreign income tax laws and there is a possibility of
expropriation or confiscatory taxation, political or social instability or
diplomatic developments that could adversely affect investments in, the
liquidity of, and the ability to enforce contractual obligations with respect
to, securities of issuers located in those countries.

INVESTMENT POLICIES

The Fund's investment objective and its investment policy of investing all
of its assets in the Master Series, as set forth above, are fundamental.
Accordingly, such objective and policy may not be changed without approval by
the vote of holders of a majority of the Fund's outstanding voting securities,
as described under "Capital Stock" in the SAI. In addition, any fundamental
investment policy may not be changed without such shareholder approval. If the
Company's Board of Directors determines, however, that the Fund's investment
objective can best be achieved by a substantive change in a non-fundamental
investment policy or strategy, the Company's Board may make such change without
shareholder approval and will disclose any such material changes in the Fund's
then-current prospectus.

The investment objective of the Master Series may not be changed without
approval of the investors in the Master Series. The classification of the Fund
and the Master Series as "diversified" may not be changed, in the case of the
Fund, without the approval of the Fund's shareholders, or, in the case of the
Master Series, without the approval of the Fund and any other investors in the
Master Series.

As matters of fundamental policy the Fund and the Master Series may: (i)
borrow from banks up to 10% of the current value of each of their net assets
only for temporary purposes in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 10% of the current value of their
respective net assets (but investments by the Master Series may not be purchased
while any such outstanding borrowing in excess of 5% of its net assets exists);
(ii) not make loans, except that each of the Fund and the Master Series may
purchase or hold debt instruments, lend its portfolio securities and enter into
repurchase agreement transactions in accordance with its investment policies;
loans for purposes of this restriction will not include the Fund's purchase of
interests in the Master Series; (iii) not purchase the securities of issuers
conducting their principal business activity in the same industry if,
immediately after the purchase and as a result thereof, the value of the Fund's
or Master Series' investments in that industry would be 25% or more of the
current value of the Fund's or Master Series' total assets, provided that there
is no limitation with respect to investments in (a) municipal securities (for
the purposes of this restriction, private activity bonds and notes shall not be
deemed municipal securities if the payments of principal and interest on such
bonds and notes is the ultimate responsibility of non-governmental entities),
(b) U.S. Government obligations, and (c) certain obligations of domestic banks;
and (iv) not purchase securities of any issuer (except securities issued or
guaranteed by the U.S. Government, its agencies and instrumentalities, including
government-sponsored enterprises) if, as a result, with respect to 75% of its
total assets, more than 5% of the value of the Series' total assets would be
invested in the securities of any

A-4
<PAGE> 32

one issuer or, with respect to 100% of its total assets the Series' ownership
would be more than 10% of the outstanding voting securities of such issuer.

As matters of non-fundamental policy the Fund and the Master Series may:
(i) invest up to 10% of the current value of each of their net assets in
securities that are illiquid by virtue of the absence of a readily available
market or the existence of legal or contractual restrictions on resale and fixed
time deposits that are subject to withdrawal penalties and that have maturities
of more than seven days; and (ii) invest up to 10% of the current value of each
of their net assets in repurchase agreements having maturities of more than
seven days, and restricted securities (which include securities that must be
registered under the Securities Act of 1933 before they may be offered to the
public).

A-5
<PAGE> 33

<TABLE>
<S> <C>
[LOGO] OVERLAND NATIONAL TAX-FREE
INSTITUTIONAL MONEY
MARKET FUND
ACCOUNT APPLICATION
PAGE 1 OF 5
</TABLE>

OVERLAND NATIONAL TAX-FREE INSTITUTIONAL
MONEY MARKET FUND

C/O OVERLAND EXPRESS SHAREHOLDER SERVICES,
WELLS FARGO BANK, N.A.

POST OFFICE BOX 63084, SAN FRANCISCO,
CALIFORNIA 94163

FOR PERSONAL SERVICE PLEASE CALL

YOUR INVESTMENT SPECIALIST OR 1-800-572-7797

<TABLE>
<CAPTION>
1. ACCOUNT REGISTRATION / / NEW ACCOUNT / / ADDITIONAL INVESTMENT OR CHANGE TO ACCOUNT # _________________

- -------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
/ / INDIVIDUAL 1. Individual - -
USE LINE 1 ________________________________ _____ _____ _____
First Name Initial Last Name Soc. Security No.

(Only one Soc. Security
/ / JOINT OWNERS 2. Joint Owner No. is required for
USE LINES 1 & 2 ________________________________ Joint Owners)
First Name Initial Last Name
Joint Tenancy with right of survivorship is presumed unless Tenancy in Common is indicated:
/ / Tenants in Common

/ / TRANSFER TO 3. Uniform
MINORS Transfer _____________________________________________________________________
USE LINE 3 to Minors Custodian's Name (only one) Minor's State of Residence

- -
________________________________ _____ _____ _____
Minor's Name (only one) Minor's Soc. Security No.
/ / TRUST* 4. Trust Name
USE LINE 4 Trustee(s) ______________________________________________________________

______________________________________________________________
(If you would like Trustee's name included in registration.)

Trust ID Number _________________________________________
Please attach title page, the page(s) allowing investment in a mutual fund
("powers page") and signature page, and complete Section 6, "Authorization
for Trusts and Organizations."

/ / ORGANIZATION* 5. Organization Name _______________________________________ _______ - _______
USE LINE 5 *Complete "Authorization for Trusts and Tax I.D. No.
Organizations" (Section 6).
</TABLE>

- --------------------------------------------------------------------------------

ADDRESS:

Number and Street ________________________________ Apartment No. ____________

City __________________________ State _______________ Zip Code ____________

Telephone Numbers: (DAY) ____ - ____ - ____ (EVENING) ____ - ____ - ____

(Area Code) (Area Code)

(CONTINUED)

<PAGE> 34

<TABLE>
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[LOGO] OVERLAND NATIONAL TAX-FREE
INSTITUTIONAL MONEY
MARKET FUND
ACCOUNT APPLICATION
PAGE 2 OF 5
</TABLE>

2. INVESTMENT INSTRUCTIONS (Minimum initial investment: $150,000.)

- --------------------------------------------------------------------------------

INVESTMENT AMOUNT: $

METHOD OF PAYMENT: / / Debit bank account designated in Section 3.

/ / Check attached (payable to Overland National
Tax-Free Institutional Money Market Fund)

/ / Funds have been wired to my Overland Express
Account #

- --------------------------------------------------------------------------------

SETTLEMENT ARRANGEMENTS: (Check only one if applicable)

/ / Automatic debit/credit of an account with a bank that has been authorized
by the Transfer Agent. (If you check this box, your initial and/or
subsequent purchases and redemptions can be settled through the bank
account you designate in Section 3.) Please attach a voided check or
deposit slip and fill in bank account information in Section 3.

/ / Bank wire instructions. (If you check this box, redemptions can be
settled by wire through the bank account you designate below. Some banks
impose fees for wires; check with your bank to determine policy. The
Company reserves the right to impose a charge for wiring redemption
proceeds.) Please attach a voided check or deposit slip and fill in bank
account information in Section 3.

- --------------------------------------------------------------------------------

3. BANK ACCOUNT INFORMATION

- --------------------------------------------------------------------------------

Bank Name

- -------------------------------------------------------------------------------

Address City State Zip

- -------------------------------------------------------------------------------

Bank Account Number Bank Routing Number

- --------------------------------------------------------------------------------

4. TELEPHONE INSTRUCTIONS (Do NOT check this box if you wish to authorize
telephone instructions.)

- --------------------------------------------------------------------------------

/ / If this box is checked, you are NOT authorized to honor my telephone
instructions for purchase of additional Fund shares, redemptions of Fund
shares and exchanges of shares between funds. If this box is not checked,
I understand that telephone instructions will be effected by
debiting/crediting the account designated in Section 3 (if approved) and
that if a designated account has not been authorized and approved, a
check or wire transfer will be required for a purchase and a check will
be sent for a redemption.

(CONTINUED)

<PAGE> 35

<TABLE>
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[LOGO] OVERLAND NATIONAL TAX-FREE
INSTITUTIONAL MONEY
MARKET FUND
ACCOUNT APPLICATION
PAGE 3 OF 5
</TABLE>

5. DISTRIBUTIONS (Do NOT check boxes if you want reinvestment.)

- --------------------------------------------------------------------------------

All dividends and capital gain distributions will be automatically reinvested
in shares of the Fund unless otherwise indicated:

/ / Invest dividends in Account # of Fund
of the Overland Express Family of Funds.

/ / Invest capital gain distributions in Account # of
Fund of the Overland Express Family of Funds.

/ / Pay dividends by Automatic Clearing House ("ACH")* and/or / / pay capital
gain distributions by ACH by crediting amounts to the bank account
designated in Section 3 (a voided check or deposit slip is attached)

/ / Pay dividends by check and/or / / pay capital gains distributions by
check

AND MAIL CHECKS TO:

/ / The registration address set forth in Section 1, / / The bank account
designated in Section 3.

* Please verify that your bank participates in the ACH system.

- --------------------------------------------------------------------------------

(CONTINUED)

<PAGE> 36

<TABLE>
<S> <C>
[LOGO] OVERLAND NATIONAL TAX-FREE
INSTITUTIONAL MONEY
MARKET FUND
ACCOUNT APPLICATION
PAGE 4 OF 5
</TABLE>

6. AUTHORIZATION FOR TRUSTS AND ORGANIZATIONS (If Applicable.)

- --------------------------------------------------------------------------------

CORPORATIONS, TRUSTS, PARTNERSHIPS OR OTHER ORGANIZATIONS MUST COMPLETE
THIS SECTION.

<TABLE>
<S> <C> <C> <C> <C>
Registered Owner is a: / / Trust / / Corporation, Incorporated Association
/ / Partnership / / Other:
----------------------------------------------------
(such as Non-Profit Organization, Religious Organization,
Sole Proprietorship, Investment Club, Non-incorporated
Association, etc.)
</TABLE>

The following named persons are currently officers/trustees/general
partners/other authorized signatories of the Registered Owner; this(these)
Authorized Person(s) is(are) currently authorized under the applicable
governing document to act with full power to sell, assign or transfer
securities of Stagecoach Inc. for the Registered Owner and to execute and
deliver any instrument necessary to effectuate the authority hereby
conferred:

<TABLE>
<S> <C> <C>
Name Title Specimen Signature

---------------------------------- ---------------------------------- ----------------------------------

---------------------------------- ---------------------------------- ----------------------------------
</TABLE>

Stagecoach Inc., Stephens Inc. and Wells Fargo Bank, N.A. may, without
inquiry, act upon the instruction of ANY PERSON(S) purporting to be (an)
Authorized Person(s) as named in the Authorization Form last received by
you, and shall not be liable for any claims, expenses (including legal
fees) or losses resulting from acting upon any instructions reasonably
believed to be genuine.

FOR CORPORATIONS AND INCORPORATED ASSOCIATIONS:

I, , Secretary of the
above-named Registered Owner, do hereby certify that at a meeting on
at which a quorum was present throughout, the Board of
Directors of the corporation/the officers of the association duly adopted
a resolution, which is in full force and effect and in accordance with the
Registered Owner's charter and by-laws, which resolution: (1) empowered
the above-named Authorized Person(s) to effect securities transactions for
the Registered Owner on the terms described above; (2) authorized the
Secretary to certify, from time to time, the names and titles of the
officers of the Registered Owner and to notify you when changes in the
office occur; and (3) authorized the Secretary to certify that such a
resolution has been duly adopted and will remain in full force and effect
until you receive a duly executed amendment to the Authorization Form.

Witness my hand on behalf of the corporation/association on this
day of ,19

<TABLE>
<S> <C>
------------------------------------------------
Secretary (Signature Guarantee or
Corporate Seal is Required)

FOR ALL OTHER ORGANIZATIONS: ------------------------------------------------
Certifying Trustee, General Partner, or Other
</TABLE>

(CONTINUED)

<PAGE> 37

<TABLE>
<S> <C>
[LOGO} OVERLAND NATIONAL TAX-FREE
INSTITUTIONAL MONEY
MARKET FUND
ACCOUNT APPLICATION
PAGE 5 OF 5
---------------------------------------------------------------------------------------------------------------
7. SIGNATURE, TAX INFORMATION & CERTIFICATION
---------------------------------------------------------------------------------------------------------------
/ / U.S. CITIZEN OR RESIDENT
I understand that the Federal Government requires Stagecoach Inc. to withhold and pay to the Internal
Revenue Service 31% from all interest, dividends, capital gains distributions and proceeds from
redemptions UNLESS I have provided a certified taxpayer identification (Social Security or Employer
Identification) number and certify in the Withholding Status below that I am NOT subject to backup
withholding. The taxpayer identification number I provided in Section 1 will be the number under
which any taxable earnings will be reported to the IRS.
WITHHOLDING STATUS: Unless I indicate that I am subject to backup withholding by checking the box
below, I certify that 1) I have NOT been notified by the IRS that I am subject to backup withholding
as a result of a failure to report all interest or dividends, OR 2) I have been notified by the IRS
that I am no longer subject to backup withholding: / / I am currently subject to backup withholding.
/ / NON-RESIDENT ALIEN (In order to claim this exemption, ALL owners on the account must be non-resident
aliens and sign below.)
I am not a U.S. citizen or resident (nor is this account held by a foreign corporation, partnership,
estate or trust) and my permanent address is:
____________________________________________________________ Country:__________________________
By signing below, I (we) certify, under penalties of perjury, that I (we) have full authority and legal
capacity to purchase shares of the Fund and affirm that I (we) have received a current prospectus and agree
to be bound by its terms and further certify that 1) the correct taxpayer identification number has been
provided in Section 1 of this Application and that the Withholding Status information, above, is correct OR
2) all owners are entitled to claim non-resident alien status. Investors should be aware that the failure to
check the box under "Telephone Instructions" above means that the telephone exchange and redemption
privileges will be provided. A shareholder would bear the risk of loss in the event of the fraudulent use of
the pre-authorized redemption or exchange privileges. Please see "Additional Shareholder
Services -- Exchange Privilege" and "How to Redeem Shares" in the Prospectus for more information on these
privileges.
X ____________________________________________________ SIGNATURE GUARANTEE: NOT REQUIRED WHEN
Individual (or Custodian) date ESTABLISHING NEW ACCOUNTS. Required only if
establishing privileges in Block 2 on an
X ____________________________________________________ existing account. Signature Guarantee may be
Joint Owner (if any) date provided by an "eligible guarantor
institution," which includes a commercial bank,
X ____________________________________________________ trust company, member firm of a domestic stock
Corporate Officer or Trustee date exchange, savings association, or credit union
that is authorized by its charter to provide a
______________________________________________________ signature guarantee.
Title of Corporate Officer or Trustee
AFFIX SIGNATURE GUARANTEE STAMP

______________________________________________
Signature Guaranteed By
</TABLE>

DEALER INFORMATION

<TABLE>
<S> <C> <C>
_________________________________ _______________
Dealer Name Branch ID #
_________________________________ _______________ _______________
Representative's Last Name Rep ID # Rep Phone #

X _______________________________________________________________________________________________
Authorized signature of Broker/Dealer Title date
</TABLE>

<PAGE> 38

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Stephens Inc.

111 Center Street

Little Rock, Arkansas 72201

INVESTMENT ADVISER, TRANSFER AND

DIVIDEND DISBURSING AGENT AND

CUSTODIAN

Wells Fargo Bank, N.A.

P.O. Box 63084

San Francisco, California 94163

LEGAL COUNSEL

Morrison & Foerster

2000 Pennsylvania Avenue, N.W.

Washington, D.C. 20006

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP

Three Embarcadero Center

San Francisco, California 94111

NOT FDIC INSURED

FOR MORE INFORMATION ABOUT THE FUND,

SIMPLY CALL (800) 552-9612,

OR WRITE:

OVERLAND NATIONAL TAX-FREE

INSTITUTIONAL MONEY MARKET FUND

C/O OVERLAND EXPRESS

SHAREHOLDER SERVICES

WELLS FARGO BANK, N.A.

P.O. BOX 63084

SAN FRANCISCO, CALIFORNIA 94163

[LOGO]

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PROSPECTUS

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Overland National

Tax-Free Institutional

Money Market Fund

------------------------

July 19, 1995

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NOT FDIC INSURED

92P 7/95

<PAGE> 39

National Tax-Free Money Market
Mutual Fund
Cross Reference Sheet

Form N-1A Item Number

<TABLE>
<S> <C>
Part A Prospectus Captions
- ------ -------------------

1 Cover Page
2 Prospectus Summary; Summary of Fund Expenses
3 Not Applicable
4 How the Fund Works; The Fund and Management;
Prospectus Appendix -- Additional Investment
Policies; General Information
5 The Fund and Management
6 The Fund and Management; Dividends
7 The Fund and Management; Investing in the
Fund; Additional Shareholder Services; Taxes
8 How to Redeem Shares
9 Not Applicable

Part B Statement of Additional Information Captions
- ------ --------------------------------------------

10 Cover Page
11 Table of Contents
12 Introduction
13 Investment Restrictions; Additional Permitted
Investment Activities; Portfolio Transactions;
SAI Appendix
14 Management
15 Management
16 Management; Distribution Plan; Custodian and
Transfer and Dividend Disbursing Agent;
Independent Auditors
17 Portfolio Transactions
18 Capital Stock
19 Determination of Net Asset Value
20 Federal Income Taxes
21 Distribution Plan
22 Calculation of Yield and Total Return
23 Not Applicable

Part C General Information
- ------ -------------------

24-32 Information required to be included in Part C
is set forth under the appropriate Item, so
numbered, in Part C of this Document.

</TABLE>

<PAGE> 40
[STAGECOACH FUNDS LOGO]

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PROSPECTUS

------------------------------

NATIONAL TAX-FREE MONEY MARKET
MUTUAL FUND

July 19, 1995

<PAGE> 41

STAGECOACH INC.

NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND

Stagecoach Inc. (the "Company") is an open-end, management investment company.
This Prospectus describes one of the Company's funds -- the NATIONAL TAX-FREE
MONEY MARKET MUTUAL FUND (the "Fund"). The investment objective of the Fund is
to provide investors with a high level of income exempt from federal income
taxes, while preserving capital and liquidity. THE FUND SEEKS TO ACHIEVE ITS
INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS ASSETS IN THE TAX-FREE MONEY MARKET
MASTER SERIES (THE "MASTER SERIES") OF MANAGED SERIES INVESTMENT TRUST (THE
"MASTER TRUST"), AN OPEN-END, MANAGEMENT INVESTMENT COMPANY, RATHER THAN IN A
PORTFOLIO OF SECURITIES. THE MASTER SERIES HAS THE SAME INVESTMENT OBJECTIVE AS
THE FUND.

AN INVESTMENT IN THE FUND AND MASTER SERIES IS NEITHER INSURED NOR GUARANTEED
BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND OR MASTER SERIES
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This Prospectus sets forth concisely information about the Fund and the Master
Series that an investor should know before investing. It should be read and
retained for future reference. A Statement of Additional Information (the
"SAI"), dated July 19, 1995, describing the Fund, has been filed with the
Securities and Exchange Commission (the "SEC") and is incorporated by reference
into this Prospectus. The SAI is available free of charge by writing to
Stagecoach Inc., c/o Stagecoach Shareholder Services, Wells Fargo Bank, N.A.,
P.O. Box 7066, San Francisco, CA 94120-7066 or by calling the Company at
1-800-222-8222.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THESE AUTHORITIES PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

FUND SHARES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED, ENDORSED OR
GUARANTEED BY WELLS FARGO BANK, N.A. ("WELLS FARGO BANK") OR ANY OF ITS
AFFILIATES. SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUND INVOLVES CERTAIN INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

PROSPECTUS DATED JULY 19, 1995

PROSPECTUS
<PAGE> 42

The Fund's investment experience corresponds directly with the Master Series'
investment experience. Shares of the Master Series may be purchased only by
other investment companies or other accredited investors. As noted below under
"The Fund and Management -- Description of the Company," investors may be able
to invest indirectly in the Master Series through other investment companies or
series of the Company which invest substantially all of their assets in the
Master Series. The Master Series seeks to achieve its investment objective by
investing in high-quality, U.S. dollar-denominated money market instruments,
primarily municipal obligations, with remaining maturities not exceeding
thirteen months. The Fund and the Master Series each seek to maintain a stable
net asset value of $1.00 per share.

WELLS FARGO BANK IS THE INVESTMENT ADVISER TO THE
MASTER SERIES AND PROVIDES CERTAIN OTHER SERVICES
TO THE FUND AND MASTER SERIES FOR WHICH IT IS
COMPENSATED. STEPHENS INC. ("STEPHENS"), WHICH IS
NOT AFFILIATED WITH WELLS FARGO BANK, IS THE
SPONSOR AND ADMINISTRATOR AND SERVES AS THE
DISTRIBUTOR FOR THE COMPANY AND AS PLACEMENT
AGENT FOR THE MASTER TRUST.

PROSPECTUS
<PAGE> 43

TABLE OF CONTENTS
-------

<TABLE>
<S> <C>
PROSPECTUS SUMMARY 1
SUMMARY OF EXPENSES 4
EXPLANATION OF TABLES 5
HOW THE FUND WORKS 6
RISK FACTORS 8
THE FUND AND MANAGEMENT 10
INVESTING IN THE FUND 15
DIVIDENDS 19
HOW TO REDEEM SHARES 20
ADDITIONAL SHAREHOLDER SERVICES 24
TAXES 26
GENERAL INFORMATION 27

PROSPECTUS APPENDIX -- ADDITIONAL INVESTMENT POLICIES A-1
</TABLE>

PROSPECTUS
<PAGE> 44

PROSPECTUS SUMMARY

The Fund provides you with a convenient way to invest in a portfolio of
securities selected and supervised by professional management. The following
provides you with summary information about the Fund. For more information,
please refer specifically to the identified Prospectus sections and generally to
the Prospectus and SAI.

Q. WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A. The Fund seeks to provide investors with a high level of income exempt from
federal income taxes, while preserving capital and liquidity. The Fund seeks
to achieve its investment objective by investing all of its assets in the
Master Series which has the same investment objective as the Fund. The
Master Series seeks to achieve its investment objective by investing in
high-quality, U.S. dollar-denominated money market instruments, primarily
municipal obligations, with remaining maturities not exceeding thirteen
months. See "How the Fund Works -- Investment Objective and Policies" and
"Prospectus Appendix -- Additional Investment Policies."

Q. WHO MANAGES MY INVESTMENTS?

A. Wells Fargo Bank, as investment adviser of the Master Series, manages the
investments of the Master Series. The Company has not retained the services
of a separate investment adviser for the Fund because the Fund invests all
of its assets in the Master Series. Wells Fargo Bank, one of the ten largest
commercial banks in the United States, was founded in 1852 and is the oldest
bank in the western United States. As of March 31, 1995, various divisions
and affiliates of Wells Fargo Bank provided investment advisory services for
approximately $196 billion of assets of individuals, trusts, estates and
institutions. See "The Fund and Management."

Q. HOW DO I INVEST IN THE FUND?

A. You may invest by purchasing Fund shares at their net asset value. You may
open an account by investing at least $2,500 and may add to your account by
making additional investments of at least $100, although certain exceptions
to these minimums may be available. Shares may be purchased on any day the
Fund is open by wire, by mail, or by an automatic investment feature called
the AutoSaver Plan. Shares of the Fund may not be suitable investments for
tax-exempt institutions or tax-exempt retirement plans, since such investors
would not generally benefit from the tax-exempt status of the Fund's
dividends. For more details, contact Stephens (the Fund's sponsor and
distributor) or a Shareholder Servicing or Selling Agent (such as Wells
Fargo Bank). See "Investing in the Fund."

Q. WHAT ARE THE FEES FOR INVESTING?

A. Unlike certain other mutual funds that charge sales loads or other
transactions fees, the Fund does not impose shareholder transaction fees on
the purchase, redemp-

1 PROSPECTUS
<PAGE> 45

tion or exchange of its shares. For its advisory services to the Master
Series, Wells Fargo Bank is entitled to receive an annual fee at the rate of
0.30% of the Master Series' average daily net assets. Wells Fargo Bank also
provides transfer agency services and custody services to the Fund and the
Master Series. Wells Fargo Bank is not entitled to any additional
compensation for providing such services to the Fund or the Master Series.

For its services as administrator of the Fund and the Master Series,
Stephens is entitled to receive an annual fee at the rate of 0.05% of the
Fund's average daily net assets.

The Fund has adopted a Distribution Plan under the SEC's Rule 12b-1 which
permits payment of a monthly fee at the annual rate of 0.10% of the Fund's
average daily net assets to Stephens as compensation for
distribution-related services. The Fund also has adopted a Shareholder
Servicing Plan pursuant to which it may enter into Shareholder Servicing
Agreements with Shareholder Servicing Agents. The Shareholder Servicing Plan
permits the Fund to compensate shareholder servicing agents at a rate of up
to 0.25% of the average daily net assets of the Fund. See "The Fund and
Management."

Q. HOW ARE FUND INVESTMENTS VALUED?

A. The price per share or "net asset value" ("NAV") of the Fund depends on the
NAV of the Master Series' shares, which in turn depends on the total value
of the portfolio securities owned by the Master Series (plus cash and other
assets net of liabilities) and the number of shares of the Master Series
outstanding. Wells Fargo Bank calculates a NAV for the Fund and the Master
Series on each day that the Fund and Master Series are open.

Q. HOW WILL I RECEIVE DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS?

A. Dividends from net investment income are declared daily, paid monthly, and
automatically reinvested in additional Fund shares at NAV unless you elect
to receive dividends in cash. Any capital gains are distributed at least
annually. See "Dividends" and "Investing in the Fund."

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

A. Yes. The exchange privilege enables you to exchange Fund shares for shares
of another fund offered by the Company pursuant to another prospectus, or
shares of certain other investment companies in the Stagecoach Family of
Funds, to the extent such shares are offered for sale in your state of
residence. See "Exchange Privilege."

Q. HOW DO I REDEEM SHARES?

A. Shares of the Fund may be redeemed at NAV without the imposition of a sales
charge or redemption fee, on any day the Fund is open by letter, by an
automatic feature

PROSPECTUS 2
<PAGE> 46

called the Systematic Withdrawal Plan, or by telephone (unless you decline
telephone privileges). See "How To Redeem Shares." For more details, contact
Stephens or a Shareholder Servicing or Selling Agent (such as Wells Fargo
Bank).

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE
FUND?

A. Investments in the Fund and Master Series are not bank deposits or
obligations of Wells Fargo Bank and are not insured by the Federal Deposit
Insurance Corporation ("FDIC"). Also, investments in the Fund and Master
Series are not insured or guaranteed against loss of principal. Therefore,
you should be willing to accept some risk with the money you invest in the
Fund. Although the Fund and the Master Series seek to maintain a stable NAV
of $1.00 per share, there is no assurance that they will be able to do so.
As with all mutual funds, there can be no assurance the Fund will achieve
its investment objective. See "How The Fund Works -- Investment Objective
and Policies" and "Prospectus Appendix -- Additional Investment Policies."

3 PROSPECTUS
<PAGE> 47

SUMMARY OF EXPENSES

This expense summary is a standard format required for all mutual funds to
help you understand the various costs and expenses you will bear directly or
indirectly as a shareholder of the Fund. As shown below, you are not charged
sales charges, redemption fees or exchange fees. You should consider this
expense information together with the important information in this Prospectus,
including the Fund's investment objective and policies.

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price).............................................................. None
Sales Charge Imposed on Reinvested Dividends.......................... None
Sales Charge Imposed on Redemptions*.................................. None
Exchange Fees......................................................... None
</TABLE>

ANNUAL FUND OPERATING EXPENSES

(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)**

<TABLE>
<S> <C> <C>
Master Series Management Fee................................. 0.30%
Rule 12b-1 Fee............................................... 0.05%
Other Expenses:
Administrative Fee......................................... 0.05%
Shareholder Servicing Fee***(1)............................ 0.00%
Miscellaneous Expenses(1).................................. 0.10%
------
Total Other Expenses(1)...................................... 0.15%
------
Total Fund Operating Expenses(1)............................. 0.50%
</TABLE>

* The Company reserves the right to impose a charge for wiring
redemption proceeds.

** Other mutual funds may invest in the Master Series and such other
funds' expenses and, correspondingly, investment returns may differ
from those of the Fund.

*** Shareholder Servicing Agents also may impose certain conditions on
their customers, subject to the terms of this Prospectus, in addition
to or different from those imposed by the Fund, such as requiring a
different minimum initial investment or payment of a separate fee for
additional services.

(1) After any waivers or reimbursements.

EXAMPLE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------- --------
<S> <C> <C>
An investor would pay the following expenses on a $1,000
investment in the Fund, assuming (1) a 5% annual return
and (2) redemption at the end of each time period
indicated:.............................................. $ 5 $ 16
</TABLE>

PROSPECTUS 4
<PAGE> 48

EXPLANATION OF TABLES

SHAREHOLDER TRANSACTION EXPENSES are charges paid upon the purchase or sale of
Fund shares. The Fund does not charge any Shareholder Transaction Expenses.
However, the Company reserves the right to impose a charge for wiring redemption
proceeds.

ANNUAL FUND OPERATING EXPENSES summarize expenses charged at the Master Trust
level as well as expenses charged at the Company level. The amounts shown above
under "Master Series Management Fee," "Rule 12b-1 Fee" and "Administrative Fee"
reflect contract rates. The amounts shown above under "Shareholder Servicing
Fee," "Miscellaneous Expenses," "Total Other Expenses" and "Total Fund Operating
Expenses" reflect certain anticipated voluntary fee waivers and expense
reimbursements for the current fiscal year. Absent waivers and reimbursements,
the "Shareholder Servicing Fees," "Miscellaneous Expenses," "Total Other
Expenses" and "Total Fund Operating Expenses" would be 0.25%, 0.30%, 0.60% and
0.95%, respectively. For a further description of the Master Series' and
Company's fee structure, see "Management of the Fund." Wells Fargo Bank and
Stephens have each agreed to waive all or a portion of their respective fees if
certain Fund expenses exceed limits set by state securities laws or regulations.
The Fund does not anticipate Fund expenses exceeding state limits. In addition,
Wells Fargo and Stephens each, at its sole discretion, may waive or reimburse
all or a portion of its respective fees charged to, or expenses paid by, the
Fund or Master Series. Any waivers or reimbursements would reduce the Fund's or
Master Series' total expenses. There can be no assurance that such waivers or
reimbursements would continue. Long-term shareholders in the Fund could pay more
in sales charges than the economic equivalent of the maximum front-end sales
charges applicable to mutual funds sold by members of the National Association
of Securities Dealers ("NASD"). For more complete descriptions of the various
costs and expenses you can expect to incur as an investor in the Fund, please
see the Prospectus section captioned "The Fund and Management."

EXAMPLE OF EXPENSES is a hypothetical example that illustrates the expenses
associated with a $1,000 investment in the Fund over the stated periods based on
the expenses in the table above and an assumed annual rate of return of 5%. This
rate of return should not be considered an indication of actual or expected
performance of the Fund. In addition, the example should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown. If current fee waivers and/or reimbursements are
discontinued, the amounts contained in the "Example of Expenses" may increase.

5 PROSPECTUS
<PAGE> 49

Directors has determined that the aggregate fees assessed by the Fund and the
Master Series should be less than those expenses the Directors believe would be
incurred if the Fund had invested directly in the securities held by the Master
Series. See the Prospectus section captioned "The Fund and Management" for more
complete descriptions of the various costs and expenses applicable to investors
in the Fund. In addition, if the Fund were to change its investment strategy and
no longer invest in the Master Series, these expenses could change.

HOW THE FUND WORKS

INVESTMENT OBJECTIVE AND POLICIES

The NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND seeks to provide investors with
a high level of income exempt from federal income taxes, while preserving
capital and liquidity. The Fund seeks to achieve its investment objective by
investing all of its assets in the Master Series. The Master Series has the same
investment objective as the Fund. The Master Series seeks to achieve its
investment objective by investing in high-quality, U.S. dollar-denominated money
market instruments, primarily municipal obligations, with remaining maturities
not exceeding thirteen months.

Since the investment characteristics of the Fund correspond to those of the
Master Series, the following is a discussion of the various investments of, and
techniques employed by, the Master Series.

PROSPECTUS 6
<PAGE> 50

an unexpected or abnormal level of investor purchases or redemptions of
interests in the Master Series or because of unusual market conditions. The
income from these temporary investments and investment activities may be subject
to federal income tax. However, as stated above, Wells Fargo Bank seeks to
invest substantially all of the Master Series' assets in securities exempt from
such taxes. A more complete description of tax-free municipal obligations,
taxable money market instruments, and other investment activities is contained
in the "Prospectus Appendix -- Additional Investment Policies."

As a matter of fundamental policy, at least 80% of the net assets of the
Master Series are invested (under normal market conditions) in municipal
obligations that pay interest which is exempt from federal income tax and is not
subject to the federal alternative minimum tax. However, as a matter of general
operating policy, the Master Series seeks to invest substantially all of its
assets in such municipal obligations. The Master Series' investment adviser may
rely either on the opinion of counsel to the issuer of the municipal obligations
or on Internal Revenue Service ("IRS") rulings regarding the tax treatment of
these obligations. In addition, the Master Series may invest 25% or more of its
assets in municipal obligations that are related in such a way that an economic,
business or political development or change affecting one such obligation would
also affect the other obligations; for example, the Master Series may own
different municipal obligations which pay interest based on the revenues of
similar types of projects.

MASTER/FEEDER STRUCTURE

The Fund is a feeder fund in a master/feeder structure. Accordingly, it
invests all of its assets in the Master Series. The Master Series has the same
investment objective as the Fund. The Master Trust is organized as a trust under
the laws of the State of Delaware. See "The Fund and Management -- Description
of the Company." In addition to selling its shares to the Fund, the Master
Series may sell its shares to other mutual funds or other accredited investors.
Information regarding additional options, if any, for investing in shares of the
Master Series is available from Stephens and may be obtained by calling
1-800-222-8222. The expenses and, correspondingly, the returns of other
investment options in the Master Series may differ from those of the Fund.

The Company's Board of Directors believes that, if other investors invest
their assets in the Master Series, certain economic efficiencies may be realized
with respect to the Master Series. For example, fixed expenses that otherwise
would have been borne solely by the Fund would be spread across a larger asset
base provided by more than one fund investing in the Master Series. The Fund and
other entities (if any) investing in the Master Series would each be liable for
all obligations of the Master Series. However, the risk of the Fund incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance exists and the Master Trust itself is unable to meet
its obligations. Accordingly, the Company's Board of Directors believes that
neither the Fund nor its shareholders will be adversely affected by reason of
investing the Fund's assets in the Master Series. However, if a mutual fund or
other

7 PROSPECTUS
<PAGE> 51

investor withdraws its investment from the Master Series, the economic
efficiencies (e.g., spreading fixed expenses across a larger asset base) that
the Company's Board believes should be available through investment in the
Master Series may not be fully achieved. In addition, given the relatively novel
nature of the master/feeder structure, accounting and operational difficulties,
although unlikely, could occur.

The investment objective and other fundamental policies of the Fund or the
Master Series cannot be changed without approval by the holders of a majority,
as defined in the Investment Company Act of 1940 (the "1940 Act"), of the Fund's
or Master Series' outstanding voting shares. Whenever the Fund, as a Master
Series shareholder, is requested to vote on matters pertaining to any
fundamental policy of the Master Series, the Fund will hold a meeting of its
shareholders to consider such matters and the Fund will cast its votes in
proportion to the votes received from Fund shareholders. The Fund will vote
Master Series shares for which it receives no voting instructions in the same
proportion as the votes received from Fund shareholders. Certain policies of the
Master Series that are non-fundamental can be changed by vote of a majority of
the Master Trust's Trustees without shareholder vote. If the Master Series'
investment objective or fundamental or non-fundamental policies are changed, the
Fund could subsequently change its objective or policies to correspond to those
of the Master Series or the Fund could redeem its Master Series shares and
either seek a new investment company with a matching objective in which to
invest or retain its own investment adviser to manage the Fund's portfolio in
accordance with its objective. In the latter case, the Fund's inability to find
a substitute investment company in which to invest or equivalent management
services could adversely affect shareholders' investments in the Fund. The Fund,
to the extent possible, will provide shareholders with 30 days' written notice
prior to the implementation of any change in a non-fundamental policy of the
Fund or the Master Series.

RISK FACTORS

Investments in the Fund and Master Series are not bank deposits or obligations
of Wells Fargo Bank and are not insured against loss of principal. As with all
mutual funds, there can be no assurance that the Fund will achieve its
investment objective. In addition, there can be no assurance that the Fund will
be able to maintain a constant $1.00 NAV per share. See "Prospectus Appendix --
Additional Investment Policies" for further discussion of investment objectives
and risks.

PROSPECTUS 8
<PAGE> 52

categories by the required number of nationally recognized statistical rating
organizations ("NRSROs") or, if unrated, determined to be of comparable quality
to such rated securities). These determinations are made by Wells Fargo Bank, as
the Master Series' investment adviser, under guidelines adopted by the Master
Trust's Board of Trustees.

The Fund and the Master Series seek to reduce risk by investing in securities
of various issuers. As such, the Fund and the Master Series are considered to be
diversified for purposes of the 1940 Act. In addition, the Fund and the Master
Series, since their inception, have emphasized safety of principal and high
credit quality. In particular, the internal investment policies of the Master
Series' investment adviser, Wells Fargo Bank, have always prohibited the
purchase of many types of floating-rate derivative securities that are
considered potentially volatile. The following types of derivative securities
ARE NOT permitted investments for the Master Series or the Fund:

- capped floaters (on which interest is not paid when market rates move above
a certain level);

- leveraged floaters (whose interest-rate reset provisions are based on a
formula that magnifies changes in interest rates);

- range floaters (which do not pay any interest if market interest rates move
outside of a specified rate);

- dual index floaters (whose interest-rate reset provisions are tied to more
than one index so that a change in the relationship between these indices
may result in the value of the instrument falling below face value); and

- inverse floaters (which reset in the opposite direction of their indices).

Additionally, neither the Master Series nor the Fund may invest in securities
whose interest-rate reset provisions are tied to an index that materially lags
short-term interest rates, such as Cost of Funds Index ("COFI") floaters." The
Master Series and the Fund may only invest in floating-rate securities that bear
interest at a rate that resets quarterly or more frequently, and which resets
based on changes in standard money market rate indices such as U.S. Government
Treasury bills, London Interbank Offered Rate ("LIBOR"), the prime rate,
published commercial paper rates, federal funds rates, Public Securities
Associates ("PSA") Floaters or JJ Kenney index floaters.

PERFORMANCE

The Fund's yield refers to the income generated by an investment in the Fund
over a seven- or thirty-day period (the applicable period will be specified in
any

9 PROSPECTUS
<PAGE> 53

advertisement) expressed as an annual percentage rate. Effective yields are
calculated similarly but assume that the income earned from the Fund is
reinvested. Because of the effects of compounding, effective yields are slightly
higher than yields. The tax-equivalent yield and the tax-equivalent effective
yield of the Fund assume that a stated income tax rate has been applied to
determine the tax-equivalent figures. The application of the stated income tax
rate results in a higher yield figure.

Additional performance information will be contained in the Fund's Annual
Report which will be available free of charge by calling the Company at
1-800-222-8222.

THE FUND AND MANAGEMENT

DESCRIPTION OF THE COMPANY

The Fund is a series of the Company. The Company was organized as a Maryland
corporation on October 15, 1992, and currently includes the following thirteen
other series: Asset Allocation fund, Bond Index Fund, California Tax-Free
Intermediate Income Fund, California Tax-Free Money Market Fund, California
Tax-Free Short-Term Income Fund, Growth and Income Fund, Growth Stock Fund,
Money Market Fund, National Tax-Free Intermediate Income Fund, Overland National
Tax-Free Institutional Money Market Fund, Short-Intermediate Term Fund, S&P 500
Stock Fund and U.S. Treasury Allocation Fund. The Company's principal office is
located at 111 Center Street, Little Rock, Arkansas 72201.

The Board of Directors of the Company supervises the Fund's activities and
monitors its contractual arrangements with various service providers. Additional
information about the Directors/Trustees and officers of the Company and the
Master Series is included in the Fund's SAI under "Management." As noted above,
the Fund may withdraw its investment in the Master Series only if the Board of
Directors of the Company determines that it is in the best interests of the Fund
and its shareholders to do so. Upon any such withdrawal, the Board of Directors
of the Company would consider what action might be taken, including the
investment of all the assets of the Fund in another pooled investment entity
having the same investment objective as the Fund or the hiring of an investment
adviser to manage the Fund's assets in accordance with the investment policies
described above with respect to the Master Series. Although the Company is not
required to hold regular annual shareholder meetings, occasional annual or
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing the
Fund's investment objective or fundamental investment policies.

The Master Trust was established on October 28, 1993, as a Delaware business
trust. The Master Trust's Declaration of Trust permits the Board of Trustees to
issue beneficial interests in the Master Trust to investors based on their
proportionate investments in the

PROSPECTUS 10
<PAGE> 54

Master Trust. The Master Trust, on behalf of the Master Series, has retained the
services of Wells Fargo Bank as investment adviser and Stephens as administrator
and placement agent. The Board of Trustees of the Master Trust is responsible
for the general management of the Master Trust and supervising the actions of
Wells Fargo Bank and Stephens in these capacities.

MASTER SERIES INVESTMENT ADVISER

Wells Fargo Bank, a wholly owned subsidiary of Wells Fargo Bank & Company
located at 420 Montgomery Street, San Francisco, California 94105 is the Master
Series' investment adviser. Wells Fargo Bank, one of the ten largest banks in
the United States, was founded in 1852 and is the oldest bank in the western
United States. As of March 31, 1995, various divisions and affiliates of Wells
Fargo Bank provided investment advisory services for over $196 billion of assets
of individuals, trusts, estates and institutions. Pursuant to an Advisory
Contract between Wells Fargo Bank and the Master Trust, Wells Fargo Bank
provides investment guidance and policy direction in connection with the daily
portfolio management of the Master Series, subject to the supervision of the
Master Trust's Board of Trustees and in conformity with Delaware law and the
stated policies of the Master Series. Wells Fargo Bank also serves as the
investment adviser to certain other separately managed funds of the Company, to
the Master Trust and to certain other registered open-end management investment
companies, each of which consists of several separately managed investment
portfolios.

Wells Fargo Bank deals, trades and invests for its own account in the types of
securities in which the Master Series may invest and may have deposit, loan and
commercial banking relationships with the issuers of securities purchased by the
Master Series. Wells Fargo Bank has informed the Master Trust that in making its
investment decisions it does not obtain or use material inside information in
its possession.

Under the terms of the Advisory Contract, the Master Trust has agreed to pay
Wells Fargo Bank a monthly fee at the annual rate of 0.30% of the Master Series'
average daily net assets for its services as investment adviser to the Master
Series. From time to time Wells Fargo Bank may voluntarily waive all or a
portion of its advisory fees. There can be no assurance that such fee waivers
would continue. Any fee waivers reduce the Master Series' and the Fund's
expenses and, accordingly, increase amounts that are available for distribution
to shareholders.

Morrison & Foerster, counsel to the Company and the Trust and special counsel
to Wells Fargo Bank, has advised the Company, the Master Trust and Wells Fargo
Bank that Wells Fargo Bank may perform the services contemplated by the Advisory
Contract without violation of the Glass-Steagall Act or other applicable banking
laws or regulations. Such counsel has pointed out, however, that there are no
controlling judicial or administrative interpretations or decisions and that
future judicial or administrative interpretations of, or decisions relating to,
present federal or state statutes, including the Glass-Steagall Act and
regulations relating to the permissible activities of

11 PROSPECTUS
<PAGE> 55

banks and their subsidiaries or affiliates, as well as future changes in such
statutes, regulations and judicial or administrative decisions or
interpretations, could prevent Wells Fargo Bank from continuing to perform, in
whole or in part, such services. If Wells Fargo Bank were prohibited from
performing any such services, it is expected that the Directors of the Company
would recommend to the Fund's shareholders that they approve a new advisory
agreement with another entity or entities qualified to perform such services.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Stephens, located at 111 Center Street, Little Rock, Arkansas 72201, serves as
the Fund's and the Master Series' administrator pursuant to Administration
Agreements. Under the Administration Agreements with respect to the Fund,
Stephens generally supervises all aspects of the operation of the Fund, other
than the provision of investment advice, subject to the overall authority of the
Board of Directors and in accordance with Maryland law. The administrative
services provided to the Fund also include coordination of the other services
provided to the Fund, compilation of information for reports to the SEC and
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Company's Board of Directors and Officers.
Stephens also furnishes office space and certain facilities to conduct the
Company's business and compensates the Company's Directors, Officers and
employees who are affiliated with Stephens. For providing administrative
services to the Fund, the Company has agreed to pay Stephens a monthly fee at
the annual rate of 0.05% of the Fund's average daily net assets.

Stephens also serves as the Master Series' and the Fund's principal
underwriter within the meaning of the 1940 Act and as distributor of the Fund's
shares pursuant to a Distribution Agreement with the Company. The Company also
has adopted a Distribution Plan on behalf of the Fund under the SEC's Rule
12b-1 (the "Plan"). Pursuant to the Plan, the Company has agreed to pay
Stephens, as compensation for distribution-related services, a monthly fee at
an annual rate of up to 0.05% of the Fund's average daily net assets. The
Distribution Agreement provides that Stephens shall act as agent for the
Company for the sale of Fund shares and may enter into Selling Agreements with
selling agents that wish to make available Fund shares to their respective
customers ("Selling Agents"). Wells Fargo Bank presently acts as a Selling
Agent, but does not receive any fee from the Fund for such activities.

PROSPECTUS 12
<PAGE> 56

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Fund's and the Master Series' custodian and
transfer and dividend disbursing agent (the "Transfer Agent") but does not
receive a separate fee from the Company or the Master Trust for such services.
Pursuant to their separate Custody Agreements with Wells Fargo Bank, the Fund
and the Master Series may each, at times, borrow money from Wells Fargo Bank as
needed to satisfy temporary liquidity needs. Wells Fargo Bank charges interest
on such overdrafts at a rate determined pursuant to the Fund's and/or Master
Series' Custody Agreement. The custodial, transfer and dividend disbursing
agency activities are performed at 525 Market Street, San Francisco, California
94105.

SHAREHOLDER SERVICING AGENT

The Fund has adopted a Shareholder Servicing Plan pursuant to which it has
entered into a Shareholder Servicing Agreement with Wells Fargo Bank, and may
enter into similar agreements with other entities ("Shareholder Servicing
Agents"). Under such agreements, Shareholder Servicing Agents (including Wells
Fargo Bank) agree, as agents for their customers, to be responsible for
performing shareholder liaison services, which include, without limitation,
answering customer inquiries regarding account status and history, and the
manner in which purchases, exchanges and redemptions of Fund shares may be
effected; assisting shareholders in designating and changing dividend options,
account designations and addresses; processing purchase, redemption and
exchange transactions; arranging bank wires; providing periodic account
statements showing account balances and integrating such statements with those
of other transactions and balances in the customer's other accounts serviced by
the Shareholder Servicing Agent or its affiliates; distributing various
materials for the Company; assisting in the establishment and maintenance of
accounts in the Fund and providing such other similar services as the Company
or a customer may reasonably request. For these services, a Shareholder
Servicing Agent is entitled to receive a fee, which may be paid periodically,
determined by a formula based upon the number of accounts serviced by the
Shareholder Servicing Agent during the period for which payment is being made,
the level of activity in such accounts during such period, and the expenses
incurred by the Shareholder Servicing Agent. In no event will such fees exceed,
on an annualized basis for the then-current fiscal year, 0.25% of the average
daily net assets of the Fund represented by shares owned during the period for
which payment is being made by investors with whom the Shareholder Servicing
Agent maintains a servicing relationship, or an amount which equals the maximum
amount payable to the Shareholder Servicing Agent under applicable laws,
regulations or rules, whichever is less. In no event will the portion of such
fees that constitutes a "service fee," as that term is used in the Rules of
Fair Practice of the NASD, exceed 0.25% of a Fund's average NAV.

Shareholder Servicing Agents also may impose certain conditions on their
customers, subject to the terms of this Prospectus, in addition to or different
from those imposed by

13 PROSPECTUS
<PAGE> 57

the Fund, such as requiring a different minimum initial investment amount or
payment of a separate fee for additional services. Each Shareholder Servicing
Agent is required to agree to disclose any fees it may directly charge its
customers who are shareholders of the Fund and to notify them in writing at
least 30 days before it imposes any transaction fees.

EXPENSES

As noted previously, from time to time, Wells Fargo Bank and Stephens may
waive their respective fees in whole or in part. Any such waivers reduce the
Fund's expenses and, accordingly, have a favorable impact on the Fund's yield.
Except for the expenses borne by Wells Fargo Bank and Stephens, the Company and
the Master Trust bear all costs of their respective operations allocated to the
Fund and the Master Series including the compensation of the Company's Directors
and the Master Trust's Board of Trustees who are not affiliated with Wells Fargo
Bank or Stephens or any of their affiliates; advisory (in the case of the Master
Trust), shareholder servicing (in the case of the Fund), and administration
fees; payments pursuant to any Plan (in the case of the Fund); interest charges;
taxes; fees and expenses of independent auditors, legal counsel, transfer agent
and dividend disbursing agent; expenses of redeeming shares of the Fund or
interests in the Master Trust; expenses of preparing and printing prospectuses
(except the expense of printing and mailing prospectuses used for promotional
purposes, unless otherwise payable pursuant to a Plan), shareholders' reports,
notices, proxy statements and reports to regulatory agencies; insurance premiums
and certain expenses relating to insurance coverage; trade association
membership dues; brokerage and other expenses connected with the execution of
portfolio transactions; fees and expenses of the custodian, including those for
keeping books and accounts and calculating the net asset value of the Fund and
Master Series; expenses of shareholders' meetings; expenses relating to the
issuance, registration and qualification of the shares of the Fund; pricing
services; and any extraordinary expenses. Expenses attributable to the Fund
and/or Master Series are charged against the respective assets of the Fund
and/or the Master Series. General expenses of the Company or the Master Trust
are allocated among all of the funds of the Company (including the Fund) or
series of the Trust (including the Series) in a manner proportionate to the net
assets of each fund, on a transactional basis, or on such other basis as the
Company's Board of Directors or the Master Trust's Board of Trustees deems
equitable. The Fund bears a pro rata portion of the expenses of the Master
Series.

PROSPECTUS 14
<PAGE> 58

INVESTING IN THE FUND

OPENING AN ACCOUNT

You can buy Fund shares in one of the several ways described below. You must
complete and sign an Account Application to open an account. Additional
documentation may be required from corporations, associations and certain
fiduciaries. Do not mail cash. If you have any questions or need extra forms,
you may call 1-800-222-8222. The Company or Stephens may make this Prospectus
available in an electronic format. Upon receipt of a request by an investor or
the investor's representative, the Company or Stephens will transmit or cause to
be transmitted promptly, without charge, a paper copy of the electronic
Prospectus.

After an Account Application has been processed and an account has been
established, subsequent purchases of different funds of the Company under the
same umbrella account do not require the completion of additional Account
Applications. A separate Account Application must be processed for each
different umbrella account number (even if the registration is the same). Call
the number on your confirmation statement to obtain information about what is
required to change registration.

This Prospectus is intended exclusively for persons investing directly in the
Fund. Shares of the Fund may also be acquired through certain non-interest
bearing transaction accounts ("Accounts") with Wells Fargo Bank. Information
regarding indirect investments through Accounts with Wells Fargo Bank, including
a separate prospectus and other disclosure materials describing how to open such
an Account, may be obtained by calling 1-800-222-8222 or by writing Stagecoach
Shareholder Services at the address set forth below:

Wells Fargo Bank, N.A.

c/o Stagecoach Shareholder Services

525 Market Street

San Francisco, California 94105

Telefacsimile: 1-415-543-9538

SHARE VALUE

The value of a share of the Fund is its "net asset value" or NAV, which is
computed by adding the value of the Fund's portfolio investments plus cash and
other assets, deducting liabilities and then dividing the result by the number
of shares outstanding. The Fund's investments in the Master Series are valued at
the NAV of the Master Series' shares. The Master Series calculates the NAV of
its shares on each day and at the same time as the Fund. Prices used for such
valuations may be provided by independent pricing services. As noted above, the
Fund seeks to maintain a constant $1.00 NAV share price, although there is no
assurance that it will be able to do so.

15 PROSPECTUS
<PAGE> 59

The Master Series' portfolio investments are valued on the basis of amortized
cost. This valuation method is based on the receipt of a steady rate of payment
from the date of purchase until maturity rather than actual changes in market
value. The Master Trust's Board of Trustees and the Company's Board of Directors
believe that this valuation method accurately reflects fair value.

HOW TO BUY SHARES

Shares of the Fund may be purchased on any day the Fund is open (a "Business
Day"). The Fund observes the following holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veteran's Day, Thanksgiving Day and Christmas Day (each, a
"Holiday"). Wells Fargo Bank calculates the NAV of Fund shares as of 9:00 a.m.
(Pacific time) each Business Day. All transaction orders are processed at the
NAV next determined after the order is received.

You may buy Fund shares by any of the methods described below. After a
properly completed Account Application is received and your wire order or check
is received, or an account with a bank that is designated in the Account
Application and that is approved by the Transfer Agent (an "Approved Account")
is debited, your purchase order is made effective and full and fractional shares
are purchased at the next determined NAV, which is expected to remain a constant
$1.00 per share. All investments in the Fund's shares are subject to a
determination by the Company that the investment instructions are complete. If
shares are purchased by a check which does not clear, the Company reserves the
right to cancel the purchase and hold the investor responsible for any losses or
fees incurred. In addition, the Fund may hold payment on any redemption until
reasonably satisfied that investments made by check have been collected (which
may take up to 15 days). The Company reserves the right to reject any purchase
order or suspend sales at any time.

Generally, the minimum initial investment amount is $2,500. However, the
minimum initial investment amount is $100 for investments made through the
AutoSaver Plan purchase method (described below). The minimum initial purchase
amount does not apply to investors who purchase shares of the Fund as customers
of a financial institution which has established a cash sweep arrangement with
respect to the Fund. Where Fund shares are acquired in exchange for shares of
another fund in the Stagecoach Family of Funds, the minimum initial investment
amount applicable to shares of the other fund (which may be greater or less than
$2500) carries over. All subsequent investments must be at least $100. If you
have questions regarding purchases of shares, please contact the Company at
1-800-222-8222 or contact a Shareholder Servicing Agent or a Selling Agent (such
as Wells Fargo Bank).

PROSPECTUS 16
<PAGE> 60

Federal regulations require you to provide a social security number or a
certified taxpayer identification number ("TIN") upon opening or reopening an
account. Failure to furnish a social security number or TIN to the Company could
subject you to penalties imposed by the IRS. See "Taxes" for further
information.

Shares of the Fund may not be suitable investments for tax-exempt institutions
or tax-sheltered retirement plans, since such investors would not benefit from
the exempt status of the Fund's dividends. See "Federal Income Taxes -- Special
Tax Considerations" in the SAI.

You may buy Fund Shares on any Business Day by any of the methods described
below.

INITIAL PURCHASES BY WIRE

1. Complete an Account Application.

2. Instruct the wiring bank to transmit the specified amount in federal funds
($2,500 or more) to:

Wells Fargo Bank, N.A.
San Francisco, California
Bank Routing Number: 121000248
Wire Purchase Account Number: 4068-000587

Attention: Stagecoach Inc. (National Tax-Free Money Market Mutual Fund)

Account Name(s): Name(s) in which account is to be registered
Account Number: (if investing into an existing account)

3. A completed Account Application should be mailed, or sent by telefacsimile
with the original subsequently mailed, to the following address immediately
after the funds are wired and must be received and accepted by the Transfer
Agent before an account can be opened:

Wells Fargo Bank, N.A.

c/o Stagecoach Shareholder Services

P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

4. Share purchases are effected at the NAV next determined after the Account
Application is received and accepted.

INITIAL PURCHASES BY MAIL

1. Complete an Account Application. Indicate the services to be used.

2. Mail the Account Application and a check for $2,500 or more, payable to
"Stagecoach Inc. (National Tax-Free Money Market Mutual Fund)," to the
address set forth in "Initial Purchases by Wire."

17 PROSPECTUS
<PAGE> 61

3. Share purchases are effected at the NAV next determined after the Account
Application is received and accepted.

AUTOSAVER PLAN PURCHASES

The Company's AutoSaver Plan provides you with a convenient way to establish
and automatically add to your Fund account on a monthly basis. To participate in
the AutoSaver Plan, you must specify an amount ($100 or more) to be withdrawn
automatically by the Transfer Agent on a monthly basis from a designated
Approved Bank. Wells Fargo Bank is an Approved Bank. The Transfer Agent
withdraws and uses this amount to purchase Fund shares on your behalf on or
about the fifth Business Day of each month. There are no separate fees charged
to you by the Fund for participating in the AutoSaver Plan.

You may change your investment amount, suspend purchases or terminate your
election at any time by notifying the Transfer Agent at least five Business Days
prior to any scheduled transaction.

ADDITIONAL PURCHASES

You may make additional purchases of $100 or more by instructing the Fund's
Transfer Agent to debit a designated Approved Bank account, by wire by
instructing the wiring bank to transmit the specified amount as directed above
for initial purchases, or by mail with a check payable to "Stagecoach Inc.
(National Tax-Free Money Market Mutual Fund)" to the address set forth in
"Initial Purchases by Wire". Write your Fund account number on the check and
include the detachable stub from your Statement of Account or a letter providing
your Fund account number.

PURCHASES THROUGH SELLING AGENTS

You may place a purchase order for Fund shares through a Selling Agent by 9:00
a.m. (Pacific time) on any Business Day, including placing an order for which
payment is to be made from your free cash credit balance in a securities account
maintained with a Selling Agent. These purchase orders generally will be
executed on the same day the order is placed if notice is provided to the
Transfer Agent by 9:00 a.m. and federal funds are received by the Transfer Agent
before the close of business.

If your purchase order is received by a Selling Agent after 9:00 a.m. on any
Business Day or federal funds are not received by the Transfer Agent before the
close of business, then your purchase order generally will be executed on the
next Business Day following the day your order is placed. The Selling Agent is
responsible for the prompt transmission of your purchase order to the Fund. A
Selling Agent which is a financial institution may be required to register as a
dealer pursuant to applicable state securities laws, which may differ from
federal law and any interpretations expressed herein.

PROSPECTUS 18
<PAGE> 62

PURCHASES THROUGH SHAREHOLDER SERVICING AGENTS

Purchase orders for Fund shares may be transmitted to the Transfer Agent
through any entity that has entered into a Shareholder Servicing Agreement with
the Fund ("Shareholder Servicing Agent"), such as Wells Fargo Bank.

The Shareholder Servicing Agent may transmit a purchase order to the Transfer
Agent, on your behalf, including a purchase order for which payment is to be
transferred from an account with an Approved Bank or wired from a financial
institution. If your order is transmitted by the Shareholder Servicing Agent to
the Transfer Agent before 9:00 a.m. (Pacific time) and federal funds are
received by the Transfer Agent before the close of business, the purchase order
generally will be executed on the same day. If your Shareholder Servicing Agent
transmits your purchase order to the Transfer Agent after 9:00 a.m. or federal
funds are not received by the Transfer Agent before the close of business, then
your order will be executed on the next Business Day, except that automated
investment program purchase orders transmitted through Shareholder Servicing
Agents are executed at 1:00 p.m. (Pacific time) on each Business Day. The
Shareholder Servicing Agent is responsible for the prompt transmission of your
purchase order to the Transfer Agent. Financial Institutions acting as
Shareholder Servicing Agents may be required to register as dealers pursuant to
applicable state securities laws, which may differ from federal law and any
interpretations expressed herein.

STATEMENTS AND REPORTS

The Fund, or a Shareholder Servicing Agent on its behalf, will typically send
you a monthly statement of your account after every month in which there has
been a transaction that affects your share balance or your Fund account
registration. A statement with tax information will be mailed to you by January
31 of each year, and also will be filed with the IRS. At least twice a year, you
will receive the financial statements of the Fund.

DIVIDENDS

The Fund intends to declare dividends on a daily basis, payable to
shareholders of record as of 9:00 a.m. (Pacific time). If your purchase order is
received before 9:00 a.m. on any Business Day, you begin earning dividends on
that Business Day and continue to earn dividends through the day prior to the
date you redeem such shares. If your purchase order is received at or after 9:00
a.m. on any Business Day, you begin earning dividends on the next Business Day
and continue to earn dividends through the day prior to the date you redeem your
shares. Dividends for a Saturday, Sunday or Holiday are credited on the
preceding Business Day. If you redeem shares before the dividend payment date,
any dividends credited to you will be paid on the following dividend payment
date unless you have redeemed all of the shares in your account, in which case

19 PROSPECTUS
<PAGE> 63

you will receive your accrued dividends together with your redemption proceeds.
The Fund will distribute any capital gains at least annually.

Dividends declared in a month are paid early in the following month. You have
three options for receiving dividends and any capital gain distributions. They
are discussed under "Additional Shareholder Services -- Dividend and
Distribution Options."

HOW TO REDEEM SHARES

You may redeem all or a portion of your shares in the Fund on any Business Day
without any charge by the Fund. Your shares will be redeemed at the next NAV
calculated after the Fund has received your redemption request in proper form.
Redemption proceeds may be more or less than the amount invested and, therefore,
a redemption of shares in the Fund may result in a gain or loss for federal and
state income tax purposes. The Fund ordinarily will remit your redemption
proceeds within seven days after your redemption order is received in proper
form, unless the SEC permits a longer period under extraordinary circumstances.
Such extraordinary circumstances could include a period during which an
emergency exists as a result of which (a) disposal by the Fund and/or Master
Series of securities owned by them is not reasonably practicable or (b) it is
not reasonably practicable for the Fund and/or Master Series fairly to determine
the value of their net assets, or a period during which the SEC by order permits
deferral of redemptions for the protection of security holders of the Fund
and/or Master Series. In addition, the Fund may hold payment on your redemption
until reasonably satisfied that your investments made by check have been
collected (which can take up to 15 days from the purchase date). To ensure
acceptance of your redemption request, please follow the procedures described
below. Payment of redemption proceeds may be made in securities, subject to
regulation by some state securities commissions.

Due to the high cost of maintaining Fund accounts with small balances, the
Fund reserves the right to close your account and send you the proceeds if the
balance falls below the applicable minimum balance because of a redemption
(including a redemption of shares of the Fund after you have made only the
applicable minimum initial investment). You will be given 30 days' notice to
make an additional investment to increase your account balance to an amount
equal to or greater than the applicable minimum balance requirements. See
"Investing in the Fund -- How to Buy Shares."

Redemption orders that are received by the Transfer Agent before 9:00 a.m.
(Pacific Time) on any Business Day generally will be executed on that Business
Day. Redemption orders that are received after 9:00 a.m. on any Business Day
generally will be executed on the next Business Day.

PROSPECTUS 20
<PAGE> 64

REDEMPTIONS BY TELEPHONE

Telephone redemption or exchange privileges are made available to you
automatically upon opening an account, unless you specifically decline such
privileges. Telephone redemption privileges authorize the Transfer Agent to act
on telephone instructions from any person representing himself or herself to be
the investor and reasonably believed by the Transfer Agent to be genuine. The
Master Trust requires the Transfer Agent to employ reasonable procedures, such
as requiring a form of personal identification, to confirm that instructions are
genuine and, if it does not follow such procedures, the Master Trust or the
Transfer Agent may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Master Trust nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.

REDEMPTIONS BY MAIL

1. Write a letter of instruction. Indicate the dollar amount or number of Fund
shares you want to redeem. Refer to your Fund account number and provide your
social security number or TIN.

2. Sign the letter in exactly the same way the account is registered. If there
is more than one owner of the shares, all owners must sign.

3. Signature guarantees are not required for redemption requests unless
redemption proceeds of $5,000 or more are to be paid to someone other than
you at your address of record or your designated Approved Bank account, or
other unusual circumstances exist which cause the Transfer Agent to determine
that a signature guarantee is necessary or prudent to protect against
unauthorized redemption requests. If required, a signature must be guaranteed
by an "eligible guarantor institution," which includes a commercial bank that
is an FDIC member, a trust company, a member firm of a domestic stock
exchange, a savings association, or a credit union that is authorized by its
charter to provide a signature guarantee. Signature guarantees by notaries
public are not acceptable. Further documentation may be requested from
corporations, administrators, executors, personal representatives, trustees
or custodians.

4. Mail your letter to the Transfer Agent at the mailing address set forth under
"Investing in the Fund -- Initial Purchases By Wire."

Unless other instructions are given in proper form, a check for your
redemption proceeds will be sent to your address of record.

EXPEDITED REDEMPTIONS BY MAIL OR TELEPHONE

You may request an expedited redemption of Fund shares by letter, in which
case your receipt of redemption proceeds, but not the Fund's receipt of your
redemption request, would be expedited. Telephone redemption or exchange
privileges are made available

21 PROSPECTUS
<PAGE> 65

to you automatically upon the opening of an account unless you specifically
decline such privileges. You also may request an expedited redemption of shares
of the Fund by telephone on any Business Day, in which case both your receipt of
redemption proceeds and the Fund's receipt of your redemption request would be
expedited. You may request a redemption by telephone only if the total value of
the shares redeemed is equal to $100 or more.

You may request an expedited redemption by telephone by calling the Transfer
Agent at the telephone number listed on your transaction confirmation or by
calling 1-800-222-8222.

You may mail your expedited redemption request to the Transfer Agent at the
mailing address set forth under "Investing in the Fund -- Initial Purchases by
Wire."

Upon request, proceeds of expedited redemptions of $5,000 or more will be
wired or credited to an Approved Bank account designated in your Account
Application or wired to the Selling Agent designated in your Account
Application. The Company reserves the right to impose a charge for wiring
redemption proceeds. When proceeds of an expedited redemption are to be paid to
someone else, or to an address other than that of record, or to an account with
an Approved Bank or Selling Agent that you have not predesignated in your
Account Application, your expedited redemption request must be made by letter
and the signature(s) on the letter may be required to be guaranteed, regardless
of the amount of the redemption. If your expedited redemption request is
received by the Transfer Agent by 9:00 a.m. (Pacific Time) on a Business Day,
your redemption proceeds will be transmitted to your designated account with an
Approved Bank or Selling Agent on the same Business Day (assuming your
investment check has cleared as described above), absent extraordinary
circumstances. Such extraordinary circumstances could include those described
above as potentially delaying redemptions, and also could include situations
involving an unusually heavy volume of wire transfer orders on a national or
regional basis or communication or transmittal delays that could cause a brief
delay in the wiring or crediting of funds. A check for proceeds of less than
$5,000 will be mailed to your address of record, or, at your election, credited
to an Approved Bank account designated in your Account Application.

During periods of drastic economic or market activity or changes, you may
experience problems implementing an expedited redemption by telephone. In the
event you are unable to reach the Transfer Agent by telephone, you should
consider using overnight mail to implement an expedited redemption. The Fund
reserves the right to modify or terminate the expedited telephone redemption
privilege at any time.

SYSTEMATIC WITHDRAWAL PLAN

The Company's Systematic Withdrawal Plan provides you with a convenient way to
have Fund shares redeemed from your account and the proceeds distributed to you
on a monthly basis. You may participate in this plan only if you have a Fund
account valued at

PROSPECTUS 22
<PAGE> 66
$10,000 or more as of the date of your election to participate, you have an
account at an Approved Bank, your dividend and capital gain distributions are
being reinvested automatically and you are not also a participant in the
AutoSaver Plan at any time while participating in the Systematic Withdrawal
Plan. You must specify an amount ($100 or more) to be distributed by check to
your address of record or deposited in your Approved Bank account designated in
the Account Application. The Transfer Agent redeems sufficient shares and mails
or deposits your redemption proceeds as instructed on or about the fifth
Business Day prior to the end of each month. There are no separate fees charged
to you by the Fund for participating in the Systematic Withdrawal Plan.

You may change your withdrawal amount, suspend withdrawals or terminate your
participation in the Systematic Withdrawal Plan at any time by notifying the
Transfer Agent at least ten Business Days prior to any scheduled transaction.
Your participation in the Systematic Withdrawal Plan will be terminated
automatically if your Fund account or Approved Bank account is closed.

REDEMPTIONS THROUGH SELLING AGENTS

You may request a redemption of Fund shares through your Selling Agent.
Redemption orders transmitted by a Selling Agent to the Transfer Agent after
9:00 a.m. (Pacific time) on any Business Day will be executed on the next
Business Day. The Selling Agent is responsible for the prompt transmission of
your redemption order to the Fund.

Unless you have made other arrangements with a Selling Agent, and the Transfer
Agent has been informed of such arrangements, proceeds of a redemption order
made by you through a Selling Agent will be credited to an account with the
Approved Bank that you have designated in the Account Application. If no such
account is designated, a check for the proceeds will be mailed to your address
of record or, if such address is no longer valid, the proceeds will be credited
to your account with the Selling Agent. You may request a check from the Selling
Agent or may elect to retain the redemption proceeds in such account. The
Selling Agent may charge you a service fee. In addition, the Selling Agent may
benefit from the use of your redemption proceeds until the check it issues to
you has cleared or until such proceeds have been disbursed or reinvested on your
behalf.

REDEMPTIONS THROUGH SHAREHOLDER SERVICING AGENTS

You may request a redemption of Fund shares through your Shareholder Servicing
Agent. Any redemption request made by telephone through your Shareholder
Servicing Agent must redeem shares with a total value equal to $100 or more.
Redemption orders transmitted by a Shareholder Servicing Agent to the Transfer
Agent before 9:00 a.m. (Pacific time) will be executed on that day. Redemption
orders transmitted by a Shareholder Servicing Agent to the Transfer Agent after
9:00 a.m. (Pacific time) will be executed on the next Business Day, except that
automated investment program redemption orders transmitted through Shareholder
Servicing Agents are executed at

23 PROSPECTUS
<PAGE> 67

1:00 p.m. (Pacific time) on each Business Day. The Shareholder Servicing Agent
is responsible for the prompt transmission of your redemption order to the Fund.

Unless you have made other arrangements with your Shareholder Servicing Agent,
and the Transfer Agent has been informed of such arrangements, proceeds of a
redemption order made by you through your Shareholder Servicing Agent will be
credited to an account with the Approved Bank that you have designated in the
Account Application. If no such account is designated, a check for the proceeds
will be mailed to your address of record or, if such address is no longer valid,
the proceeds will be credited to your account with your Shareholder Servicing
Agent or to another account designated in your agreement with your Shareholder
Servicing Agent.

ADDITIONAL SHAREHOLDER SERVICES

The Company offers you a number of optional services. As noted above, you can
take advantage of the AutoSaver Plan, the Systematic Withdrawal Plan, and
Expedited Redemptions by Letter and Telephone. In addition, the Fund offers you
three dividend and distribution payment options and an exchange privilege, which
are described below.

DIVIDEND AND DISTRIBUTION OPTIONS

When you fill out your Account Application, you can choose from three dividend
and distribution options:

A. The AUTOMATIC REINVESTMENT OPTION provides for the reinvestment of your
dividends and capital gain distributions in additional shares of the Fund.
Dividends and distributions declared in a month will be reinvested at NAV
early in the following month. You are assigned this option automatically if
you make no choice on your Account Application.

B. The AUTOMATIC CLEARING HOUSE OPTION permits you to have dividends and
capital gain distributions deposited in your Approved Bank account
designated in the Account Application. In the event your Approved Bank
account is closed, your distribution will be held in a non-interest bearing
omnibus bank account established by the Fund's dividend disbursing agent on
your behalf.

C. The CHECK PAYMENT OPTION lets you receive a check for a dividend or capital
gain distribution, which will be mailed either to your designated address
or a designated Approved Bank early in the month following declaration. If
the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, your distributions will be held in a
non-interest bearing omnibus bank account established by the Fund's
dividend disbursing agent on your behalf.

PROSPECTUS 24
<PAGE> 68

The Company forwards moneys to the dividend disbursing agent so that it may
issue you dividend checks under the Check Payment Option. The dividend
disbursing agent may benefit from the temporary use of such moneys until these
checks clear.

EXCHANGE PRIVILEGE

Wells Fargo Bank advises a variety of other funds, each with its own
investment objective and policies. The exchange privilege is a convenient way
for you to buy shares in the other funds of the Stagecoach Family of Funds that
are registered in your state of residence in order to respond to changes in your
investment and savings goals or in market conditions. Before you make an
exchange from the Fund into another fund advised by Wells Fargo Bank, please
observe the following:

- Obtain and carefully read the prospectus of the fund into which you want to
exchange. Prospectuses may be obtained by calling the Company at
1-800-222-8222.

- Shares are exchanged at the next determined NAV.

- If you exchange into another fund with a front-end sales charge, you must
pay the difference between that fund's sales charge and any sales charge you
already have paid in connection with the shares you are exchanging.

- Each exchange, in effect, represents the redemption of shares of one fund
and the purchase of shares of another, which may produce a gain or loss for
tax purposes. A confirmation of each exchange transaction is sent to you.

- The dollar amount of shares you exchange must meet the minimum initial
and/or subsequent investment amounts of the other fund.

- The Company reserves the right to limit the number of times shares may be
exchanged between funds, to reject any telephone exchange order, to charge a
nominal exchange fee (although it currently does not do so) or otherwise to
modify or discontinue exchange privileges at any time. Under SEC rules,
subject to limited exceptions, the Company must notify you 60 days before it
modifies or discontinues the exchange privilege.

The procedures applicable to Fund share redemptions also apply to Fund share
exchanges. In particular, because the only transaction orders that are processed
at 1:00 p.m. (Pacific time) are those that are received at that time through
Shareholder Servicing Agents in connection with automated investment programs,
exchange orders received through other means after 9:00 a.m. (Pacific time) will
be processed on the next day that is a Business Day for both funds involved in
the exchange. In addition, a signature guarantee may be required if the amount
being exchanged is more than $25,000.

To exchange shares, write the Transfer Agent at the mailing address under
"Investing in the Fund -- Initial Purchases by Wire," call the Transfer Agent at
the telephone

25 PROSPECTUS
<PAGE> 69

number listed on your transaction confirmation, or contact your Shareholder
Servicing Agent or Selling Agent. The procedures applicable to telephone
redemptions, including the discussion regarding the responsibility for the
authenticity of telephone instructions, are also applicable to telephone
exchange requests. See "How to Redeem Shares -- Expedited Redemptions by Letter
and Telephone."

TAXES

By complying with the applicable provisions of the Code, the Fund will not be
subject to federal income taxes with respect to net investment income and net
realized capital gains distributed to its shareholders, and the Fund's
shareholders will not be subject to federal income taxes on any dividends of the
Fund attributable to interest from tax-exempt securities. However, dividends
attributable to interest from taxable securities and capital gains (if any) will
be taxable to shareholders. In addition, by complying with the applicable
provisions of the Code, Fund dividends also will be exempt from personal income
tax to the extent such dividends are attributable to instruments that pay
interest which would be exempt from personal income taxes if such instruments
were held directly by an individual. The Fund does not make any representation
regarding the taxation of its corporate shareholders and recommends that such
shareholders consult their tax advisors.

The Fund seeks to comply with the applicable provisions of the Code by
investing all of its assets in the Master Series. The Master Series intends to
qualify for federal tax purposes as a partnership. As such, the Fund will be
deemed to own directly its proportionate share of the Master Trust's assets.
Therefore, any interest, dividends, gains or losses of the Master Series will be
deemed to have been "passed through" to the Fund and other investors in the
Master Series, regardless of whether such interest, dividends or gains have been
distributed by the Master Series or losses have been realized by the Fund or
other investors. Accordingly, if the Master Series were to accrue but not
distribute any interest, dividends or gains, the Fund would be deemed to have
realized and recognized its proportionate share of interest, dividends, or gains
without receipt of any corresponding distribution. The Master Series will seek
to minimize recognition by investors of interest, dividends or gains without a
corresponding distribution.

PROSPECTUS 26
<PAGE> 70

The Fund, or your Shareholder Servicing Agent on its behalf, will inform you
of the amount and nature of Fund dividends and capital gains. You should keep
all statements you receive to assist in your personal record keeping. The
Company is required to withhold, subject to certain exemptions, at a rate of 31%
on dividends paid or credited to individual shareholders of the Fund, if a
shareholder has not complied with IRS regulations or if a correct social
security number or TIN (certified TIN when required) is not on file with the
Company or the Transfer Agent. In connection with this withholding requirement,
you will be asked to certify on your Account Application that the social
security number or TIN you provide is correct and that you are not subject to
31% back-up withholding for previous underreporting to the IRS.

Foreign shareholders may be subject to different tax treatment, including a
withholding tax. See "Federal Income Taxes -- Foreign Shareholders" in the SAI.

The foregoing discussion regarding dividends, distributions and taxes is based
on tax laws and regulations which were in effect as of the date of this
Prospectus and summarizes only some of the important federal tax considerations
generally affecting the Fund and its shareholders. It is not intended as a
substitute for careful tax planning; you should consult your tax advisor with
respect to your specific tax situation as well as with respect to state and
local taxes.

Further federal tax considerations are discussed in the SAI for the Fund.

GENERAL INFORMATION

VOTING

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP serve as independent auditors for the Company. Their
address is Three Embarcadero Center, San Francisco, California 94111.

27 PROSPECTUS
<PAGE> 71

LEGAL COUNSEL

Morrison & Foerster serves as counsel to the Company. Its address is 2000
Pennsylvania Avenue, N.W., Washington, D.C. 20006.

INFORMATION ON THE FUND

The Company will provide annual and semi-annual reports to all shareholders.
The annual reports contain audited financial statements and other information
about the Company's funds, including additional information on performance.
Shareholders may obtain a copy of the Company's most recent report without
charge by phoning 1-800-222-8222. Future annual reports will contain information
about the Fund.

PROSPECTUS 28

<PAGE> 72

PROSPECTUS APPENDIX --
ADDITIONAL INVESTMENT POLICIES

The following describes certain instruments in which the Master Series of the
Master Trust may invest.

Municipal Obligations

Subject to the maturity and other restrictions of Rule 2a-7, the Master Series
may invest in municipal obligations. Municipal bonds generally have a maturity
at the time of issuance of up to 40 years. Medium-term municipal notes are
generally issued in anticipation of the receipt of tax funds, of the proceeds of
bond placements, or of other revenues. The ability of an issuer to make payments
on notes is therefore especially dependent on such tax receipts, proceeds from
bond sales or other revenues, as the case may be. Municipal commercial paper is
a debt obligation with a stated maturity of 270 days or less that is issued to
finance seasonal working capital needs or as short-term financing in
anticipation of longer-term debt. From time to time, the Master Series may
invest 25% or more of the current value of its total assets in certain "private
activity bonds," such as pollution control bonds; provided, however, that such
investments will be made only to the extent they are consistent with the Master
Series' fundamental policy of investing, under normal circumstances, at least
80% of its net assets in municipal obligations that are exempt from federal
income taxes and not subject to the federal alternative minimum tax.

The Master Series will invest in the following municipal obligations with
remaining maturities not exceeding thirteen months:

(i) long-term municipal bonds rated at the date of purchase "Aa" or better by
Moody's or "AA" or better by S&P;

(ii) municipal notes rated at the date of purchase "MIG 1" or "MIG 2" (or
"VMIG 1" or "VMIG 2" in the case of an issue having a variable rate with
a demand feature) by Moody's or "SP-1+," "SP-1" or "SP-2" by S&P; and

(iii) short-term municipal commercial paper rated at the date of purchase
"P-1" by Moody's or "A-1+," "A-1" or "A-2" by S&P.

Taxable Investments

A-1 PROSPECTUS
<PAGE> 73
including the following taxable high-quality money market instruments: (i) U.S.
Government obligations; (ii) negotiable certificates of deposit, bankers'
acceptances and fixed time deposits and other obligations of domestic banks
(including foreign branches) that have more than $1 billion in total assets at
the time of investment and are members of the Federal Reserve System or are
examined by the Comptroller of the Currency or whose deposits are insured by the
FDIC; (iii) commercial paper rated at the date of purchase "P-1" by Moody's or
"A-1+" or "A-1" by S&P; (iv) certain repurchase agreements; and (v) high-quality
municipal obligations, the income from which may or may not be exempt from
federal income taxes.

Moreover, the Master Series may invest temporarily more than 20% of its total
assets in such securities and in high-quality, short-term municipal obligations
the interest on which is not exempt from federal income taxes to maintain a
temporary defensive posture or in an effort to improve after-tax yield to the
Master Series' shareholders when, in the opinion of Wells Fargo Bank, as
investment adviser, it is advisable to do so because of unusual market
conditions.

U.S. Government Obligations

The Master Series may invest in various types of U.S. Government obligations
with remaining maturities of up to thirteen months. U.S. Government obligations
include securities issued or guaranteed as to principal and interest by the U.S.
Government and supported by the full faith and credit of the U.S. Treasury. U.S.
Treasury obligations differ mainly in the length of their maturities. Treasury
bills, the most frequently issued marketable government securities, have
maturities of up to one year and are issued on a discount basis. U.S. Government
obligations also include securities issued or guaranteed by federal agencies or
instrumentalities, including government-sponsored enterprises. Some obligations
of such agencies or instrumentalities of the U.S. Government are supported by
the full faith and credit of the United States or U.S. Treasury guarantees;
others, by the right of the issuer or guarantor to borrow from the U.S.
Treasury; still others by the discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others, only
by the credit of the agency or instrumentality issuing the obligation. In the
case of obligations not backed by the full faith and credit of the United
States, the investor must look principally to the agency or instrumentality
issuing or guaranteeing the obligation for ultimate repayment, which agency or
instrumentality may be privately owned. There can be no assurance that the U.S.
Government would provide financial support to it agencies or instrumentalities
(including government-sponsored enterprises) where it is not obligated to do so.
In addition, U.S. Government obligations are subject to fluctuations in market
value due to fluctuations in market interest rates. As a general matter, the
value of debt instruments, including U.S. Government obligations, declines when
market interest rates increase and rises when market interest rates decrease.
Certain types of U.S. Government obligations are subject to fluctuations in
yield or value due to their structure or contract terms.

PROSPECTUS A-2
<PAGE> 74

Other Investment Companies

The Master Series also may invest in shares of other open-end investment
companies that invest exclusively in high-quality short-term securities,
provided however, that any such company has a fundamental policy of investing,
under normal circumstances, at least 80% of its net assets in obligations that
are exempt from federal income taxes and not subject to the federal alternative
minimum tax. Such investment companies can be expected to charge management fees
and other operating expenses that would be in addition to those charged to the
Fund or Master Series; however, the Master Series' investment adviser has
undertaken to waive its advisory fees with respect to that portion of the Master
Series' assets so invested. In no event may the Master Series, together with any
company or companies controlled by it, own more than 3% of the total outstanding
voting stock of any such investment company, nor may the Master Series, together
with any such company or companies, invest more than 5% of its assets in any one
such investment company or invest more than 10% of its assets in securities of
all such investment companies combined.

Floating- and Variable-Rate Instruments

Certain of the debt instruments that the Master Series may purchase bear
interest at rates that are not fixed, but vary with, for example, changes in
specified market rates or indices or at specified intervals. These instruments
typically have maturities of more than thirteen months, but may carry a demand
feature that would permit the holder to tender them back to the issuer at par
value prior to maturity. The Master Series may, in accordance with SEC rules,
account for these instruments as maturing at the next interest-rate readjustment
date or the date at which the Master Series may tender the instrument back to
the issuer, whichever is later. The floating- and variable-rate instruments that
the Master Series may purchase include certificates of participation in such
obligations purchased from banks. With regard to the Master Series, Wells Fargo
Bank, as investment adviser, may rely upon either the opinion of counsel or IRS
rulings regarding the tax-exempt status of these certificates. The Master Series
may invest in floating- and variable-rate obligations even if they carry stated
maturities in excess of thirteen months, upon compliance with certain conditions
of the SEC, in which case such obligations will be treated in accordance with
these conditions as having maturities not exceeding thirteen months.

Wells Fargo Bank, as investment adviser to the Master Series, monitors on an
ongoing basis the ability of an issuer of a demand instrument to pay principal
and interest on demand. Events affecting the ability of the issuer of a demand
instrument to make payment when due may occur between the time the Master Series
elects to demand payment and the time payment is due, thereby affecting the
Master Series' ability to obtain payment at par. The investment adviser, in
accordance with guidelines approved by the Master Trust's Board of Trustees,
determines the liquidity of those instruments

A-3 PROSPECTUS
<PAGE> 75

which have a demand feature that is not exercisable within seven days, provided
that an active secondary market exists.

Repurchase Agreements

The Master Series may enter into repurchase agreements wherein the seller of a
security agrees to repurchase that security from the Master Series at a mutually
agreed-upon time and price. The period of maturity is usually quite short, often
overnight or a few days, although it may extend over a number of months. The
Master Series may enter into repurchase agreements only with respect to
obligations that could otherwise be purchased by the Master Series. All
repurchase agreements are fully collateralized based on values that are marked
to market daily. While the maturities of the underlying securities in a
repurchase agreement transaction may be greater than thirteen months, the term
of any repurchase agreement on behalf of the Master Series will always be less
than thirteen months. If the seller defaults and the value of the underlying
securities declines, the Master Series may incur a loss. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the security,
the participating Master Series' disposition of the security may be delayed or
limited. The Master Series enters into repurchase agreements only with
registered broker/dealers and commercial banks that meet guidelines established
by the Board of Trustees of the Master Trust and that are not affiliated with
Wells Fargo Bank. The Master Series may enter into pooled repurchase agreement
transactions with other funds advised by Wells Fargo Bank.

Foreign Obligations

The Master Series may invest up to 25% of its total assets in high-quality,
short-term (thirteen months or less) debt obligations of foreign branches of
U.S. banks or U.S. branches of foreign banks that are denominated in and pay
interest in U.S. dollars. Investments in foreign obligations involve certain
considerations that are not typically associated with investing in domestic
obligations. There may be less publicly available information about a foreign
issuer than about a domestic issuer. Foreign issuers also are not generally
subject to the same uniform accounting, auditing and financial reporting
standards or governmental supervision as domestic issuers. In addition, with
respect to certain foreign countries, interest may be withheld at the source
under foreign income tax laws and there is a possibility of expropriation or
confiscatory taxation, political or social instability or diplomatic
developments that could adversely affect investments in, the liquidity of, and
the ability to enforce contractual obligations with respect to, securities of
issuers located in those countries.

Investment Policies

PROSPECTUS A-4
<PAGE> 76

Fund's outstanding voting securities, as described under "Capital Stock" in the
SAI. In addition, any fundamental investment policy may not be changed without
such shareholder approval. If the Company's Board of Directors determines,
however, that the Fund's investment objective can best be achieved by a
substantive change in a non-fundamental investment policy or strategy, the
Company's Board may make such change without shareholder approval and will
disclose any such material changes in the Fund's then-current prospectus.

As matters of fundamental policy the Fund and the Master Series may: (i)
borrow from banks up to 10% of the current value of each of their net assets
only for temporary purposes in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 10% of the current value of their
respective net assets (but investments by the Master Series may not be purchased
while any such outstanding borrowing in excess of 5% of its net assets exists);
(ii) not make loans, except that each of the Fund and the Master Series may
purchase or hold debt instruments, lend its portfolio securities and enter into
repurchase agreement transactions in accordance with its investment policies;
loans for purposes of this restriction will not include the Fund's purchase of
interests in the Master Series; and (iii) not purchase the securities of issuers
conducting their principal business activity in the same industry if,
immediately after the purchase and as a result thereof, the value of the Fund's
or Master Series' investments in that industry would be 25% or more of the
current value of the Fund's or Master Series' total assets, provided that there
is no limitation with respect to investments in (a) municipal securities (for
the purposes of this restriction, private activity bonds and notes shall not be
deemed municipal securities if the payments of principal and interest on such
bonds and notes is the ultimate responsibility of non-governmental entities),
(b) U.S. Government obligations, and (c) certain obligations of domestic banks;
and (iv) not purchase securities of any issuer (except securities issued or
guaranteed by the U.S. Government, its agencies and instrumentalities, including
government-sponsored enterprises) if, as a result, with respect to 75% of its
total assets, more than 5% of the value of the Series' total assets would be
invested in the securities of any one issuer or, with respect to 100% of its
total assets the Series' ownership would be more than 10% of the outstanding
voting securities of such issuer.

A-5 PROSPECTUS
<PAGE> 77

As a matter of non-fundamental policy the Fund and the Master Series may each:
(i) invest up to 10% of the current value of its net assets in securities that
are illiquid by virtue of the absence of a readily available market or the
existence of legal or contractual restrictions on resale and fixed time deposits
that are subject to withdrawal penalties and that have maturities of more than
seven days; and (ii) invest up to 10% of the current value of its net assets in
repurchase agreements having maturities of more than seven days, and restricted
securities (which include securities that must be registered under the
Securities Act of 1933 before they may be offered to the public).

PROSPECTUS A-6
<PAGE> 78

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 79

SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISER, TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN

Wells Fargo Bank, N.A.

P.O. Box 7066

San Francisco, California 94120-7066

LEGAL COUNSEL

Morrison & Foerster
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP

Three Embarcadero Center

San Francisco, California 94111

For more information about the Fund

simply call 1-800-222-8222 or write:

Stagecoach Inc.

c/o Stagecoach Shareholder Services

Wells Fargo Bank, N.A.

P.O. Box 7066

San Francisco, California 94120-7066

<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------
STAGECOACH MONEY MARKET MUTUAL FUNDS:
---------------------------------------------------------------------------------
- are NOT FDIC insured
- are NOT deposits or obligations of Wells Fargo Bank
- are NOT guaranteed by Wells Fargo Bank
- involve investment risk, including possible loss of principal
- seek to maintain a stable net asset value of $1.00 per share,
however, there can be no assurance that the Fund will meet this
objective. Yields will vary with market conditions.
- ------------------------------------------------------------------------------------
</TABLE>

SC 3213 (7/95)

<PAGE> 80

SC 3213 (7/95)

<PAGE> 81

STAGECOACH INC.

Telephone: 1-800-552-9612

STATEMENT OF ADDITIONAL INFORMATION

Dated July 19, 1995

OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND

_______________________________

Stagecoach Inc. (the "Company") is a professionally managed,
open-end, series investment company. This Statement of Additional Information
("SAI") contains information about the OVERLAND NATIONAL TAX-FREE INSTITUTIONAL
MONEY MARKET FUND (the "Fund"). The Fund seeks to achieve its investment
objective by investing all of its assets in the Tax-Free Money Market Master
Series or "Trust" (the "Master Series") of Managed Series Investment Trust (the
"Master Trust"). The Master Series has the same investment objective as the
Fund.

The Fund may withdraw its investment in the Master Series at
any time if the Board of Directors of the Company determines that such action
is in the best interests of the Fund and its shareholders. Upon such
withdrawal, the Company's Board of Directors would consider alternative
investments, including investing all of the Fund's assets in another investment
company with the same investment objective as the Fund or hiring an investment
adviser to manage the Fund's assets in accordance with the investment policies
and restrictions described in the Fund's Prospectus and this SAI.

This SAI is not a prospectus and should be read in conjunction
with the Fund's Prospectus. All terms used in this SAI that are defined in the
Prospectus have the meanings assigned in the Prospectus. A copy of the
Prospectus may be obtained without charge by writing Stephens Inc., the
Company's sponsor, administrator and distributor, at 111 Center Street, Little
Rock, Arkansas 72201, or by calling the Transfer Agent at the telephone number
indicated above.

-1-
<PAGE> 82
TABLE OF CONTENTS

Statement of Additional Information & Page

<TABLE>
<S> <C>
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Permitted Investment
Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Calculation of Yield and
Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Federal Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Custodian and Transfer and
Dividend Disbursing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SAI Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

</TABLE>

-2-
<PAGE> 83
INTRODUCTION

The Master Trust is a registered investment company consisting
of eight series, including the Tax Free Money Market Master Series (the
"Series" or "Master Series"). The Fund invests substantially all its assets in
the Master Series which has the same investment objective as the Fund.

INVESTMENT RESTRICTIONS

The Fund and the Master Series are subject to the following
investment restrictions, all of which are fundamental policies.

The Fund and the Master Series may not:

(1) purchase the securities of issuers conducting their
principal business activity in the same industry if, immediately after the
purchase and as a result thereof, the value of the Fund's or the Master Series'
investments in that industry would be 25% or more of the current value of the
Fund's or the Master Series' total assets, provided that there is no limitation
with respect to investments in (i) municipal securities (for the purpose of
this restriction, private activity bonds and notes shall not be deemed
municipal securities if the payment of principal and interest on such bonds or
notes is the ultimate responsibility of non-governmental entities); (ii)
obligations of the U.S. Government, its agencies or instrumentalities
(including government-sponsored enterprises); and (iii) obligations of domestic
banks (for the purpose of this restriction, domestic bank obligations do not
include obligations of U.S. branches of foreign banks or obligations of
foreign branches of U.S. banks), and further provided that this investment
restriction does not affect the Fund's ability to invest all of its assets in
the Master Series;

(2) purchase or sell real estate or real estate limited
partnerships (other than municipal obligations or money market securities or
other securities secured by real estate or interests therein or securities
issued by companies that invest in real estate or interests therein),
commodities or commodities contracts (including futures contracts) except that
the Fund and the Master Series may purchase securities of an issuer that
invests or deals in commodities and commodity contracts and except that the
Fund and the Master Series may enter into futures and options contracts in
accordance with their respective investment policies;

(3) purchase securities on margin (except for short-term
credits necessary for the clearance of transactions) or make short sales of
securities;

(4) underwrite securities of other issuers, except to the
extent that the purchase of municipal securities or other permitted investments
directly from the issuer thereof or from an underwriter for an issuer and the
later disposition of such securities in accordance with the Fund's or the
Master Series' investment program (including the Fund's investments in the
Master Series) may be deemed to be an underwriting;

-3-
<PAGE> 84
(5) make investments for the purpose of exercising
control or management, provided that this restriction does not affect the
Fund's ability to invest all or a portion of its assets in the Master Series;

(6) issue senior securities, except that the Fund and the
Master Series may each borrow from banks up to 10% of the current value of
their respective net assets for temporary purposes only in order to meet
redemptions, and these borrowings may be secured by the pledge of up to 10% of
the current value of its net assets (but investments may not be purchased while
any such outstanding borrowing in excess of 5% of its net assets exists);

(7) write, purchase or sell puts, calls, warrants,
options or any combination thereof, except that the Fund and Master Series may
purchase securities with put rights in order to maintain liquidity; or

(8) purchase securities of any issuer (except securities
issued or guaranteed by the U.S. Government, its agencies and
instrumentalities) if, as a result, with respect to 75% of its total assets,
more than 5% of the value of the Fund's or Master Series' total assets would be
invested in the securities of any one issuer or, with respect to 100% of its
total assets the Fund's or Master Series' ownership would be more than 10% of
the outstanding voting securities of such issuer; or

(9) make loans, except that the Fund and the Master
Series may each purchase or hold debt instruments, lend its portfolio
securities or enter into repurchase agreement transactions in accordance with
its investment policies; loans for purposes of this restriction will not
include a Fund's purchase of interests in a Master Series.

The Fund and the Master Series are subject to the following
non-fundamental policies.

Neither the Fund nor the Master Series may:

(1) purchase or retain securities of any issuer if the
Officers or Directors/Trustees of the Company, the Master Trust or the
investment adviser owning beneficially more than one-half of one percent (0.5%)
of the securities of the issuer together owned beneficially more than 5% of
such securities;

(2) purchase interests, leases, or limited partnership
interests in oil, gas or other mineral exploration or development programs;

(3) purchase securities of issuers who, with their
predecessors, have been in existence less than three years, unless the
securities are fully guaranteed or insured by the U.S. Government, a state,
commonwealth, possession, territory, the District of Columbia or by an entity
in existence three years, or the securities are backed by the assets and
revenues of any of the foregoing if, by reason thereof, the value of its
aggregate investments in such securities will exceed 5% of its total assets,
provided that this restriction does not affect the Fund's ability to invest all
or a portion of its assets in the Master Series; and

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<PAGE> 85

(4) purchase securities of unseasoned issuers, including
their predecessors, which have been in operation for less than three years, and
equity securities of issuers which are not readily marketable if, by reason
thereof, the value of the Fund's or Master Series' aggregate investment in such
classes of securities will exceed 5% of its total assets.

The Fund and the Master Series may each invest in shares of
other open-end, management investment companies, subject to the limitations of
Section 12(d)(1) of the 1940 Act, provided that any such purchases will be
limited to temporary investments in shares of unaffiliated investment
companies. However, the investment adviser will waive its advisory fees for
that portion of the Fund's or the Master Series' assets so invested, except
when such purchase is part of a plan of merger, consolidation, reorganization
or acquisition. In addition, these unaffiliated investment companies must have
a fundamental investment policy of investing at least 80% of their net assets
in obligations that are exempt from federal income taxes and are not subject to
the federal alternative minimum tax.

In addition, the Fund and the Master Series reserve the right
to invest up to 10% of the current value of their net assets in fixed time
deposits that are subject to withdrawal penalties and that have maturities of
more than seven days, repurchase agreements maturing in more than seven days,
illiquid securities and restricted securities. However, as long as the Fund's
shares are registered for sale in a state that imposes a lower limit on the
percentage of a fund's assets that may be so invested, the Fund and the Series
will comply with such lower limit. The Fund presently is limited to investing
10% of its net assets in such securities due to limits applicable in several
states.

Furthermore, the Fund and the Master Series may not purchase
or sell real estate limited partnership interests. The Fund and the Master
Series do not currently intend to make loans of their portfolio securities.

ADDITIONAL PERMITTED INVESTMENT ACTIVITIES

Unrated, Downgraded and Below Investment Grade Investments.
The Master Series may purchase instruments that are not rated if, in the
opinion of Wells Fargo Bank, such obligations are of comparable quality to
other rated investments that are permitted to be purchased by the Master
Series. The Master Series may purchase unrated, downgraded and below
investment grade instruments only if they are purchased in accordance with the
Master Series' procedures adopted by the Master Trust's Board of Trustees in
accordance with Rule 2a-7 under the 1940 Act. After purchase by the Master
Series, a security may cease to be rated or its rating may be reduced below the
minimum required for purchase by the Master Series. Neither event will require
a sale of such security by the Master Series. However, in no event will the
value of such securities exceed 5% of the Master Series' net assets. To the
extent the ratings given by Moody's or S&P may change as a result of changes in
such organizations or their rating systems, the Master Series will attempt to
use comparable ratings as standards for investments in accordance with the
investment policies contained in its Part A and in this SAI. The ratings of
Moody's and S&P are more fully described in the SAI Appendix.

-5-
<PAGE> 86

Because the Master Series is not required to sell downgraded
securities, the Master Series could hold up to 5% of its net assets in debt
securities rated below "Baa" by Moody's or below "BBB" by S&P or if unrated,
low credit quality (below investment grade) securities. The Master Series may
hold such securities even though it is not permitted to purchase such
securities.

Although they may offer higher yields than do higher rated
securities, low rated and unrated low credit quality debt securities generally
involve greater volatility of price and risk of principal and income, including
the possibility of default by, or bankruptcy of, the issuers of the securities.
In addition, the securities markets in which low rated and unrated low credit
quality debt securities are traded are more limited than those in which higher
rated debt securities are traded. The existence of limited markets for
particular securities may diminish the Master Series' ability to sell the
securities at fair value either to meet redemption requests or to respond to
changes in the economy or in the financial markets and could adversely affect
and cause fluctuations in the daily net asset value of the Master Series'
shares.

Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of low
rated or unrated low quality debt securities, especially in a thinly traded
market. Analysis of the creditworthiness of issuers of low rated or unrated
low quality debt securities may be more complex than for issuers of higher
rated securities, and the ability of the Master Series to achieve its
investment objective may, to the extent it holds low rated or unrated low
quality debt securities, be more dependent upon such creditworthiness analysis
than would be the case if the Master Series held exclusively higher rated or
higher quality debt securities.

Low rated or unrated low quality debt securities may be more
susceptible to real or perceived adverse economic and competitive industry
conditions than investment grade securities. The prices of such debt
securities have been found to be less sensitive to interest rate changes than
higher rated or higher quality investments, but more sensitive to adverse
economic downturns or individual corporate developments. A projection of an
economic downturn or of a period of rising interest rates, for example, could
cause a decline in low rated or unrated low quality debt securities prices
because the advent of a recession could dramatically lessen the ability of a
highly leveraged company to make principal and interest payments on its debt
securities. If the issuer of the debt securities defaults, the Master Series
may incur additional expenses to seek recovery.

Letters of Credit. Certain of the debt obligations (including
municipal securities, certificates of participation, commercial paper and other
short-term obligations) which the Master Series may purchase may be backed by
an unconditional and irrevocable letter of credit of a bank, savings and loan
association or insurance company which assumes the obligation for payment of
principal and interest in the event of default by the issuer. Only banks,
savings and loan associations and insurance companies which, in the opinion of
Wells Fargo Bank, are of comparable quality to issuers of other permitted
investments of the Master Series may be used for

-6-
<PAGE> 87

letter of credit-backed investments, provided that the Board of Trustees
approves or ratifies such investments.

Loans of Portfolio Securities. The Master Series may lend
securities from its portfolio to brokers, dealers and financial institutions
(but not individuals) if cash, U.S. Government obligations or other
high-quality debt obligations equal to at least 100% of the current market
value of the securities loaned (including accrued interest thereon) plus the
interest payable to the Master Series with respect to the loan is maintained
with the Master Series. In determining whether or not to lend a security to a
particular broker, dealer or financial institution, the Master Series'
investment adviser considers all relevant facts and circumstances, including
the size, creditworthiness and reputation of the broker, dealer, or financial
institution. Any loans of portfolio securities are fully collateralized based
on values that are marked to market daily. The Master Series will not enter
into any portfolio security lending arrangement having a duration longer than
one year. Any securities that the Master Series receives as collateral do not
become part of the Master Series' portfolio at the time of the loan and, in the
event of a default by the borrower, the Master Series will, if permitted by
law, dispose of such collateral except for such part thereof that is a security
in which the Master Series is permitted to invest. During the time securities
are on loan, the borrower will pay the Master Series any accrued income on
those securities, and the Master Series may invest the cash collateral and earn
income or receive an agreed-upon fee from a borrower that has delivered
cash-equivalent collateral. The Master Series will not lend securities having
a value that exceeds one-third of the current value of its total assets. Loans
of securities by the Master Series are subject to termination at the Master
Series' or the borrower's option. The Master Series may pay reasonable
administrative and custodial fees in connection with a securities loan and may
pay a negotiated portion of the interest or fee earned with respect to the
collateral to the borrower or the placing broker. Borrowers and placing
brokers are not permitted to be affiliated, directly or indirectly, with the
Trust, the Company, the investment adviser or the distributor.

Foreign Obligations. Investments in foreign obligations
involve certain considerations that are not typically associated with investing
in domestic obligations. There may be less publicly available information
about a foreign issuer than about a domestic issuer. Foreign issuers also are
not generally subject to uniform accounting, auditing and financial reporting
standards or governmental supervision comparable to those applicable to
domestic issuers. In addition, with respect to certain foreign countries,
interest may be withheld at the source under foreign income tax laws, and there
is a possibility of expropriation or confiscatory taxation, political or social
instability or diplomatic developments that could adversely affect investments
in, the liquidity of, and the ability to enforce contractual obligations with
respect to, securities of issuers located in those countries. The Master
Series may not invest 25% or more of its assets in foreign obligations.

-7-
<PAGE> 88

foreign deposits may be seized or nationalized, that foreign governmental
restrictions (such as foreign exchange controls) may be adopted which might
adversely affect the payment of principal and interest on those obligations and
that the selection of those obligations may be more difficult because there may
be less publicly available information concerning foreign banks or the
accounting, auditing and financial reporting standards, practices and
requirements applicable to foreign banks may differ from those applicable to
U.S. banks. In that connection, foreign banks are not subject to examination
by any U.S. Government agency or instrumentality.

Municipal Bonds. The Master Series may invest in municipal
bonds. The two principal classifications of municipal bonds are "general
obligation" and "revenue" bonds. Municipal bonds are debt obligations issued
to obtain funds for various public purposes, including the construction of a
wide range of public facilities such as bridges, highways, housing, hospitals,
mass transportation, schools, streets, and water and sewer works. Other
purposes for which municipal bonds may be issued include the refunding of
outstanding obligations and obtaining funds for general operating expenses or
to loan to other public institutions and facilities. Industrial development
bonds are a specific type of revenue bond backed by the credit and security of
a private user. Certain types of industrial development bonds are issued by or
on behalf of public authorities to obtain funds to provide privately-operated
housing facilities, sports facilities, convention or trade show facilities,
airport, mass transit, port or parking facilities, air or water pollution
control facilities and certain local facilities for water supply, gas,
electricity, or sewage or solid waste disposal. The Master Series may not
invest 25% or more of its assets in industrial development bonds. Assessment
bonds, wherein a specially created district or project area levies a tax
(generally on its taxable property) to pay for an improvement or project may be
considered a variant of either category. There are, of course, other
variations in the types of municipal bonds, both within a particular
classification and between classifications, depending on numerous factors.

Municipal Notes. Municipal notes include, but are not limited
to, tax anticipation notes ("TANs"), bond anticipation notes ("BANs"), revenue
anticipation notes ("RANs") and construction loan notes. Notes sold as interim
financing in anticipation of collection of taxes, a bond sale or receipt of
other revenues are usually general obligations of the issuer.

TANs. Uncertainty concerning a municipal issuer's capacity to
raise taxes as a result of such things as a decline in its tax base or a rise
in delinquencies could adversely affect the issuer's ability to meet its
obligations on outstanding TANs. Furthermore, some municipal issuers mix
various tax proceeds into a general fund that is used to meet obligations other
than those of the outstanding TANs. Use of such a general fund to meet various
obligations could affect the likelihood of making payments on TANs.

BANs. The ability of a municipal issuer to meet its
obligations on its BANs is primarily dependent on the issuer's adequate access
to the longer term municipal bond market and the likelihood that the proceeds
of such bond sales will be used to pay the principal of, and interest on, BANs.

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<PAGE> 89
RANs. A decline in the receipt of certain revenues, such as
anticipated revenues from another level of government, could adversely affect
an issuer's ability to meet its obligations on outstanding RANs. In addition,
the possibility that the revenues would, when received, be used to meet other
obligations could affect the ability of the issuer to pay the principal of, and
interest on, RANs.

The values of outstanding municipal securities vary as a
result of changing market evaluations of the ability of their issuers to meet
the interest and principal payments (i.e., credit risk). Such values also will
change in response to changes in the interest rates payable on new issues of
municipal securities (i.e., market risk). Should such interest rates rise, the
values of outstanding securities, including those held in the Master Series'
portfolio, will decline and (if purchased at par value) sell at a discount. If
interest rates fall, the values of outstanding securities will generally
increase and (if purchased at par value) would sell at a premium. Changes in
the value of municipal securities held in the Master Series' portfolio arising
from these or other factors will cause changes in the net asset value per share
of the Master Series.

MANAGEMENT

Directors and Officers. The principal occupations during the
past five years of the Directors and executive Officers of the Company are
listed below. The address of each, unless otherwise indicated, is 111 Center
Street, Little Rock, Arkansas 72201. Directors deemed to be "interested
persons" of the Company for purposes of the 1940 Act are indicated by an
asterisk.

<TABLE>
<CAPTION>
Principal Occupations
Name, Address and Age Position During Past 5 Years
- --------------------- -------- ---------------------
<S> <C> <C>
Jack S. Euphrat, 73 Trustee Private Investor.
415 Walsh Road
Atherton, CA 94027.

*R. Greg Feltus, 44 Trustee, Senior Vice President
Chairman and of Stephens; Manager
President of Financial Services
Group; President of
Stephens
Insurance Services
Inc.; Senior Vice
President of Stephens
Sports Management
Inc.; and President of
Investor Brokerage
Insurance Inc.

</TABLE>

-9-
<PAGE> 90

<TABLE>
<S> <C> <C>
Thomas S. Goho, 53 Trustee Associate Professor
321 Beechcliff Court of Finance of the
Winston-Salem, NC 27104 School of Business
and Accounting at
Wake Forest
University since
1983. Financial
Planner and President
of Piedmont Financial
Planning since 1983.

*Zoe Ann Hines, 46 Trustee Senior Vice President
of Stephens and
Director of Brokerage
Accounting; and
Secretary of Stephens
Resource
Management.

*W. Rodney Hughes, 69 Trustee Private Investor.
31 Dellwood Court
San Rafael, CA 94901

Robert M. Joses, 77 Trustee Private Investor.
47 Dowitcher Way
San Rafael, CA 94901

*J. Tucker Morse, 51 Trustee Real Estate
10 Legrae Street Developer; Chairman
Charleston, SC 29401 of Renaissance
Properties Ltd.;
President of Morse
Investment
Corporation; and Co-
Managing Partner of
Main Street Ventures.

Richard H. Blank, Jr., 39 Chief Associate of
Operating Financial Services
Officer, Group of Stephens;
Secretary and Director of Stephens
Treasurer Sports Management
Inc.; and Director of
Capo Inc.

</TABLE>

-10-
<PAGE> 91

<TABLE>
<S> <C> <C>
Larry W. Bowden, 41 Vice President Vice President of
Stephens and
Assistant Manager of
Financial Service
Group; Senior Vice
President of Stephens
Insurance Services
Inc.

Ellen M. Gray, 65 Vice President Senior Vice President
of Stephens and
Director of
Investors Brokerage
Insurance
Inc. Prior thereto,
Senior Vice
President of Eppler,
Guerin &
Turner, Inc.

E. Curtis Jeffries, 38 Vice President Associate of
-- Marketing Financial Services
Group of Stephens.
Prior thereto, Account
Supervisor of Brooks
Pollard Co.

Jane G. Johnson, 41 Vice President Associate of Financial
Services
Group of Stephens.

Michael W. Nolte, 34 Assistant Associate of
Secretary Financial Services Group of
Stephens.

Ann Bonsteel, 32 Assistant Associate of
Secretary Financial Services
Group of Stephens.

</TABLE>

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<PAGE> 92
COMPENSATION TABLE

<TABLE>
<CAPTION>
Total Compensation
Aggregate Compensation from Registrant and
Name and Position from Registrant Fund Complex
- ----------------- ---------------------- -------------------
<S> <C> <C>
Jack S. Euphrat $8,688 $34,188
Director

*R. Greg Feltus 0 0
Director

Thomas S. Goho 8,688 34,188
Director

*Zoe Ann Hines 0 0
Director

*W. Rodney Hughes 8,188 32,188
Director
Robert M. Joses 8,688 34,188
Director

*J. Tucker Morse 8,188 32,188
Director
</TABLE>

Directors of the Company are compensated by the Company for
their services as indicated above and also are reimbursed for all out-of-pocket
expenses relating to attendance at board meetings. Each of the Directors and
Officers of the Company serves in the identical capacity as Officers and
Directors of Overland Express Funds, Inc. and Stagecoach Funds, Inc., and as
Trustees and/or Officers of Stagecoach Trust, Master Investment Portfolio, Life
& Annuity Trust, Master Investment Trust and Managed Series Investment Trust,
each of which are registered open-end management investment companies and each
of which is considered to be in the same "fund complex," as such term is
defined in Form N-1A under the 1940 Act, as the Company. The Directors are
compensated by other Companies and Trusts within the fund complex for their
services as Directors/Trustees to such Companies and Trusts. Currently the
Directors do not receive any retirement benefits or deferred compensation from
the Company or any other member of the fund complex.

As of the date of this SAI, Directors and Officers of the
Company as a group beneficially owned less than 1% of the outstanding shares of
the Company.

Investment Adviser. The Fund has not engaged an investment
adviser. The Master Series is advised by Wells Fargo Bank pursuant to an
Advisory Contract approved by the Board

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<PAGE> 93

of Trustees of the Trust. The Advisory Contract for the Master Series provides
that Wells Fargo Bank shall furnish to the Master Series investment guidance
and policy direction in connection with the daily portfolio management of the
Master Series. Pursuant to the Advisory Contract, Wells Fargo Bank also
furnishes to the Master Trust's Board of Trustees periodic reports on the
investment strategy and performance of the Master Series.

Wells Fargo Bank has agreed to provide to the Master Series,
among other things, money market security and fixed-income research, analysis
and statistical and economic data and information concerning interest rate and
security market trends, portfolio composition, credit conditions and average
maturities for the Master Series.

The Advisory Contract will continue in effect for more than
two years provided the continuance is approved annually (i) by the holders of a
majority of the Master Series' outstanding voting securities or by the Master
Trust's Board of Trustees and (ii) by a majority of the Trustees who are not
parties to the Advisory Contract or "interested persons" (as defined in the
1940 Act) of any such party. The Advisory Contract may be terminated on 60
days' written notice by either party and will terminate automatically if
assigned.

Morrison & Foerster, counsel to the Company and the Trust and
special counsel to Wells Fargo Bank, has advised Wells Fargo Bank, the Trust
and the Company that Wells Fargo Bank should be able to perform the services
contemplated by the Advisory Contract, the Selling Agent Agreement, the Agency
Agreement, the Custodian Agreement and the Prospectus, without violation of the
Glass-Steagall Act. Such counsel has pointed out, however, that there are no
controlling judicial or administrative interpretations or decisions and that
future judicial or administrative interpretations of, or decisions relating to,
present federal or state statutes and regulations relating to the permissible
activities of banks and their subsidiaries or affiliates, as well as future
changes in federal or state statutes and regulations and judicial or
administrative decisions or interpretations thereof, could prevent Wells Fargo
Bank from continuing to perform, in whole or in part, such services. If Wells
Fargo Bank were prohibited from performing any of such services, it is expected
that new agreements would be proposed or entered into with another entity or
entities qualified to perform such services.

Administrator and Distributor. The Company has retained
Stephens as administrator and distributor on behalf of the Fund. In addition,
the Master Trust has retained Stephens as administrator on behalf of the Master
Series. Under the respective Administration Agreements between Stephens and
the Company and the Master Trust, Stephens shall provide as administrative
services, among other things: (i) general supervision of the Fund's and the
Master Series' operations, including coordination of the services performed by
the investment adviser (in the case of the Master Series), transfer agent,
custodian, shareholder servicing agent(s), independent public accountants and
legal counsel, regulatory compliance, including the compilation of information
for documents such as reports to, and filings with, the SEC and state
securities commissions; and preparation of proxy statements and shareholder
reports for both the Fund and the Master Series; and (ii) general supervision
relative to the compilation of data required for the preparation of periodic
reports distributed to the Company's and the Master Trust's Officers and Boards
of Directors/Trustees. Stephens also furnishes office space and

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<PAGE> 94

certain facilities required for conducting the Fund's and the Master Series'
business together with those ordinary clerical and bookkeeping services that
are not being furnished by Wells Fargo Bank. Stephens also pays the
compensation of the Trust's and the Company's Directors/Trustees, Officers and
employees who are affiliated with Stephens.

The Advisory Contract and Administration Agreements for the
Master Series and the Fund, respectively, provide that if, in any fiscal year,
the total expenses of the Fund (including expenses relating to the Master
Series in which it invests) incurred by, or allocated to, the Fund and the
Master Series (excluding taxes, interest, brokerage commissions and other
portfolio transaction expenses, expenditures that are capitalized in accordance
with generally accepted accounting principles, extraordinary expenses, but
including the fees provided for in the Advisory Contract and the Administration
Agreements) exceed the most restrictive expense limitation applicable to the
Fund imposed by the securities laws or regulations of the states in which the
Fund's shares are registered for sale, Wells Fargo Bank and Stephens shall
waive their fees proportionately under the Advisory Contract and the
Administration Agreement, respectively, for the fiscal year to the extent of
the excess or reimburse the excess, but only to the extent of their respective
fees. The Advisory Contracts and the Administration Agreements for the Fund
and the Master Series, respectively, further provide that the Fund's and the
Master Series' total expenses shall be reviewed monthly so that, to the extent
the annualized expenses for such month exceed the most restrictive applicable
annual expense limitation, the monthly fees under the contract and the
agreement shall be reduced as necessary. The most stringent applicable
restriction limits these expenses for any fiscal year to 2.5% of the first $30
million of the Fund's average net assets, 2% of the next $70 million of average
net assets, and 1.5% of the average net assets in excess of $100 million.

CALCULATION OF YIELD AND TOTAL RETURN

The Fund may advertise certain yield information. Yield for
the Fund is calculated based on the net changes, exclusive of capital changes,
over a seven- or thirty-day period, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and then
multiplying the base period return by (365/7 or 365/30, as applicable) with the
resulting yield figure carried to at least the nearest hundredth of one
percent.

Tax-equivalent yield for the Fund is computed by dividing that
portion of the yield of the Fund which is tax-exempt by one, minus a stated
income tax rate and then adding the product to that portion, if any, of the
Fund's yield that is not tax-exempt.

Effective yield and effective tax-equivalent yield for the
Fund are calculated by determining the net change, or tax-equivalent assumed
net change, exclusive of capital changes in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from
shareholder accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain

-14-
<PAGE> 95

the base period return, and then compounding the base period return by adding
one, raising the sum to a power equal to 365 divided by seven or thirty, as
applicable, and subtracting one from the result.

The yield for the Fund fluctuates from time to time, unlike
bank deposits or other investments that pay a fixed yield for a stated period
of time, and does not provide a basis for determining future yields since it is
based on historical data. Yield is a function of portfolio quality,
composition, maturity and market conditions as well as the expenses allocated
to the Fund.

Yield information for the Fund may be useful in reviewing the
performance of the Fund and for providing a basis for comparison with
investment alternatives. The Fund's yield, however, may not be comparable to
the yields from investment alternatives because of differences in the foregoing
variables and differences in the methods used to value portfolio securities,
compute expenses and calculate yield.

In addition, investors should recognize that changes in the
net asset value of shares of the Fund will affect the Fund's yield for any
specified period, and such changes should be considered together with the
Fund's yield in ascertaining the Fund's total return to shareholders for the
period. Yield information for the Fund may be useful in reviewing the
performance of the Fund and for providing a basis for comparison with
investment alternatives. The Fund's yield, however, may not be comparable to
the yields from investment alternatives because of differences in the foregoing
variables and differences in the methods used to value portfolio securities,
compute expenses and calculate yield.

Performance Comparisons. From time to time and only to the
extent the comparison is appropriate for the Fund, the Company may quote the
Fund's performance or price-earning ratio in advertising and other types of
literature as compared to the performance of the 91-Day Treasury Bill Average
(Federal Reserve), Lipper Money Market Fund Average, Donoghue Taxable Money
Market Fund Average, Salomon Three-Month Treasury Bill Index, Bank Averages
(which are calculated from figures supplied by the U.S. League of Savings
Institutions based on effective annual rates of interest on both passbook and
certificate accounts), Dow Jones Industrial Average, Lehman Brothers 20+
Treasury Index, Lehman Brother 5-7 Year Treasury Index, Real Estate Investment
Averages (as reported by the National Association of Real Estate Investment
Trusts), Gold Investment Averages (provided by the World Gold Council), the
Consumer Price Index (as published by the U.S. Bureau of Labor Statistics and
which is an established measure of change over time in the prices of goods and
services in major expenditure groups), average annualized certificate of
deposit rates (from the Federal Reserve G-13 Statistical Releases or the Bank
Rate Monitor), Solomon One Year Treasury Benchmark Index, other managed or
unmanaged indices or performance data of bonds, municipal securities, stocks or
government securities (including data provided by Ibbotsen Associates), or
other services, companies, publications or persons who monitor mutual funds or
overall performance or other criteria.

-15-
<PAGE> 96

The Fund's performance also may be compared to the performance
of other mutual funds having similar objectives. This comparative performance
could be expressed as a ranking prepared by Lipper Analytical Services, Inc.
(including the Lipper General Bond Fund Average, the Lipper Intermediate
Investment Grade Debt Fund Average, the Lipper Bond Fund Average, the Lipper
Growth Fund Average, the Lipper Flexible Fund Average), Donoghue's Money Fund
Report, including Donoghue's Taxable Money Market Fund Average, Morningstar,
Inc., or other independent services which monitor the performance of mutual
funds. The Fund's performance will be calculated by relating net asset value
per share at the beginning of a stated period to the net asset value of the
investment, assuming reinvestment of all gains distributions and dividends
paid, at the end of the period. Any such comparisons may be useful to
investors who wish to compare the Fund's past performance with that of its
competitors. Of course, past performance cannot be a guarantee of future
results. The Company also may include in advertisements references to certain
marketing approaches of the Distributor and may also refer to general mutual
fund statistics provided by the Investment Company Institute.

The Company also may use the following information in
advertisements and other types of literature, only to the extent the
information is appropriate for the Fund: (i) the Consumer Price Index may be
used to assess the real rate of return from an investment in the Fund; (ii)
other government statistics, including, but not limited to, The Survey of
Current Business, may be used to illustrate investment attributes of the Fund
or the general economic, business, investment, or financial environment in
which the Fund operates; (iii) the effect of tax-deferred compounding on the
investment returns of the Funds, or on returns in general, may be illustrated
by graphs, charts, etc., where such graphs or charts would compare, at various
points in time, the return from an investment in the Fund (or returns in
general) on a tax-deferred basis (assuming reinvestment of capital gains and
dividends and assuming one or more tax rates) with the return on a taxable
basis; and (iv) the sectors or industries in which the Fund invests may be
compared to relevant indices of stocks or surveys (e.g., S&P Industry Surveys)
to evaluate the Fund's historical performance or current or potential value
with respect to the particular industry or sector.

The Company also may use, in advertisements and other types of
literature, information and statements: (1) showing that bank savings accounts
offer a guaranteed return of principal and a fixed rate of interest, but no
opportunity for capital growth; and (2) describing Wells Fargo Bank, its
affiliates and predecessors, as one of the first investment managers to advise
investment accounts using asset allocation and index strategies. The Company
also may include in advertising and other types of literature information and
other data from reports and studies prepared by the Tax Foundation, including
information regarding federal and state tax levels and the related "Tax Freedom
Day." The Company may disclose in sales literature the assets and categories
of assets under management by the Fund's or Master Series' investment adviser
and its affiliates.

The Company also may discuss in advertising and other types of
literature that the Fund has been assigned a rating by a nationally recognized
statistical rating organization ("NRSRO"), such as Standard & Poor's
Corporation. Such rating would assess the creditworthiness of the investments
held by the Fund. The assigned rating would not be a

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recommendation to purchase, sell or hold the Fund's shares since the rating
would not comment on the market price of the Fund's shares or the suitability
of the Fund for a particular investor. In addition, the assigned rating would
be subject to change, suspension or withdrawal as a result of changes in, or
unavailability of, information relating to the Fund or its investments. The
Company may compare the Fund's performance with other investments which are
assigned ratings by NRSROs. Any such comparisons may be useful to investors
who wish to compare the Fund's past performance with other rated investments.

DETERMINATION OF NET ASSET VALUE

Net asset value per share for the Fund is determined by the
Custodian on each day the Fund is open for trading. The Fund's investment in
the Master Series is valued at the net asset value of the Master Series'
shares.

As indicated in the Fund's Prospectus, the Master Series uses
the amortized cost method to determine the value of its portfolio securities
pursuant to Rule 2a-7 under the 1940 Act. The amortized cost method involves
valuing a security at its cost and amortizing any discount or premium over the
period until maturity, regardless of the impact of fluctuating interest rates
on the market value of the security. While this method provides certainty in
valuation, it may result in periods during which the value, as determined by
amortized cost, is higher or lower than the price that the Master Series would
receive if the security were sold. During these periods the yield to a
shareholder may differ somewhat from that which could be obtained from a
similar fund that uses a method of valuation based upon market prices. Thus,
during periods of declining interest rates, if the use of the amortized cost
method resulted in a lower value of the Master Series' portfolio on a
particular day, a prospective investor in the Master Series would be able to
obtain a somewhat higher yield than would result from investment in a fund
using solely market values, and existing Master Series shareholders would
receive correspondingly less income. The converse would apply during periods
of rising interest rates.

Rule 2a-7 provides that in order to value its portfolio using
the amortized cost method, the Master Series must maintain a dollar-weighted
average portfolio maturity of 90 days or less, purchase securities having
remaining maturities (as defined in Rule 2a-7) of thirteen months or less and
invest only in those high-quality securities that are determined by the Master
Trust's Board of Trustees to present minimal credit risks. The maturity of an
instrument is generally deemed to be the period remaining until the date when
the principal amount thereof is due or the date on which the instrument is to
be redeemed. However, Rule 2a-7 provides that the maturity of an instrument
may be deemed shorter in the case of certain instruments, including certain
variable and floating rate instruments subject to demand features. Pursuant to
the Rule, the Board of Trustees is required to establish procedures designed to
stabilize, to the extent reasonably possible, the Master Series' price per
share as computed for the purpose of sales and redemptions at $1.00. Such
procedures include review of the Master Series' portfolio holdings by the
Master Trust's Board of Trustees, at such intervals as it may deem appropriate,
to determine whether the Master Series' net asset value calculated by using
available market quotations deviates from the $1.00 per share based on
amortized cost. The extent of any deviation will be

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<PAGE> 98
examined by the Board of Trustees. If such deviation exceeds 1/2 of 1%, the
Board will promptly consider what action, if any, will be initiated. In the
event the Board of Trustees determines that a deviation exists that may result
in material dilution or other unfair results to shareholders, the Board will
take such corrective action as it regards as necessary and appropriate,
including the sale of portfolio instruments prior to maturity to realize
capital gains or losses or to shorten average portfolio maturity, withholding
dividends or establishing a net asset value per share by using available market
quotations.

PORTFOLIO TRANSACTIONS

The Master Trust has no obligation to deal with any dealer or
group of dealers in the execution of transactions in portfolio securities.
Subject to policies established by the Master Trust's Board of Trustees, Wells
Fargo Bank is responsible for the Master Series' portfolio decisions and the
placing of portfolio transactions. In placing orders, it is the policy of the
Master Trust to obtain the best results taking into account the dealer's
general execution and operational facilities, the type of transaction involved
and other factors such as the dealer's risk in positioning the securities
involved. While Wells Fargo Bank generally seeks reasonably competitive
spreads or commissions, the Master Series will not necessarily be paying the
lowest spread or commission available.

Purchase and sale orders of the securities held by the Master
Series may be combined with those of other accounts that Wells Fargo Bank
manages, and for which it has brokerage placement authority, in the interest of
seeking the most favorable overall net results. When Wells Fargo Bank
determines that a particular security should be bought or sold for the Master
Series and other accounts managed by Wells Fargo Bank, Wells Fargo Bank
undertakes to allocate those transactions among the participants equitably.

Purchases and sales of securities usually will be principal
transactions. Portfolio securities normally will be purchased or sold from or
to dealers serving as market makers for the securities at a net price. The
Master Series also will purchase portfolio securities in underwritten offerings
and may purchase securities directly from the issuer. Generally, municipal
obligations and taxable money market securities are traded on a net basis and
do not involve brokerage commissions. The cost of executing portfolio
transactions will consist primarily of dealer spreads and underwriting
commissions. The cost of executing the Master Series' portfolio securities
transactions will consist primarily of dealer spreads and underwriting
commissions. Under the 1940 Act, persons affiliated with the Master Series are
prohibited from dealing with the Master Series as a principal in the purchase
and sale of securities unless an exemptive order allowing such transactions is
obtained from the SEC or an exemption is otherwise available.

The Master Series may purchase municipal obligations from
underwriting syndicates of which Stephens or Wells Fargo Bank is a member under
certain conditions in accordance with the provisions of a rule adopted under
the 1940 Act and in compliance with procedures adopted by the Trust's Board of
Trustees.

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<PAGE> 99

Wells Fargo Bank, as the Master Series' investment adviser,
may, in circumstances in which two or more dealers are in a position to offer
comparable results for the Master Series portfolio transaction, give preference
to a dealer that has provided statistical or other research services to Wells
Fargo Bank. By allocating transactions in this manner, Wells Fargo Bank is
able to supplement its research and analysis with the views and information of
securities firms. Information so received will be in addition to, and not in
lieu of, the services required to be performed by Wells Fargo Bank under the
Advisory Contracts, and the expenses of Wells Fargo Bank will not necessarily
be reduced as a result of the receipt of this supplemental research
information. Furthermore, research services furnished by dealers through which
Wells Fargo Bank places securities transactions for the Master Series may be
used by Wells Fargo Bank in servicing its other accounts, and not all of these
services may be used by Wells Fargo Bank in connection with advising the Master
Series.

Portfolio Turnover. Because the Master Series portfolio
consists of securities with relatively short-term maturities, the Master Series
can expect to experience high portfolio turnover. A high portfolio turnover
rate should not adversely affect the Master Series (or Fund), however, because
portfolio transactions ordinarily will be made directly with principals on a
net basis and, consequently, the Master Series (and, accordingly, the Fund),
usually will not incur excessive transaction costs.

FEDERAL INCOME TAXES

The Prospectus describes generally the tax treatment of
distributions by the Master Series and the Fund. This section of the SAI
includes additional information concerning federal income taxes.

Qualification as a "regulated investment company" under the
Code requires, among other things, that (a) at least 90% of the Fund's annual
gross income be derived from interest, payments with respect to securities
loans, dividends and gains from the sale or other disposition of securities or
options thereon; (b) the Fund derives less than 30% of its gross income from
gains from the sale or other disposition of securities or options thereon held
for less than three months; and (c) the Fund diversifies its holdings so that,
at the end of each quarter of the taxable year (i) at least 50% of the market
value of the Fund's assets is represented by cash, government securities and
other securities limited in respect of any one issuer to an amount not greater
than 5% of the Fund's assets and 10% of the outstanding voting securities of
such issuer and (ii) not more than 25% of the value of its assets is invested
in the securities of any one issuer (other than U.S. Government securities and
the securities of other regulated investment companies), or of two or more
issuers which the taxpayer controls and which are determined to be engaged in
the same or similar trades or businesses or related trades or businesses. For
purposes of complying with these qualification requirements, the Fund will
"look through" to the Master Series' investments. As a regulated investment
company, the Fund will not be subject to federal income tax on its net
investment income and net capital gains distributed to its shareholders,
provided that it distributes to its stockholders at least 90% of its net
investment income earned in each year.

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<PAGE> 100
In addition, the Fund intends that at least 50% of the value
of its total assets at the close of each quarter of its taxable year will
consist of obligations the interest on which is exempt from federal income tax,
so that it will qualify under the Code to pay exempt-interest dividends. The
exemption of interest income derived from investments in tax-exempt obligations
for federal income tax purposes may not result in a similar exemption under the
laws of a particular state or local taxing authority.

A 4% nondeductible excise tax will be imposed on the Fund to
the extent it does not meet certain minimum distribution requirements by the
end of each calendar year. For this purpose, any income or gain retained by
the Fund that is subject to tax will be considered to have been distributed by
year-end. In addition, dividends and distributions declared payable as of a
date in October, November or December of any calendar year are deemed under the
Code to have been received by the shareholders on December 31 of that calendar
year if the dividend is actually paid in the following January. Such dividends
will, accordingly, be subject to income tax for the year in which the record
date falls. The Fund intends to distribute substantially all of its net
investment income and net capital gains and, thus, expects not to be subject to
the excise tax.

The Master Series will be treated as a non-publicly traded
partnership rather than as a regulated investment company or a corporation
under the Code. As a non-publicly traded partnership under the Code, any
interest, dividends and gains or losses of the Master Series will be deemed to
have been "passed through" to the Fund and any other investors in the Master
Series, regardless of whether such interest, dividends or gains have been
distributed by the Master Series or losses have been realized by the Fund and
any other investors. Therefore, to the extent the Master Series were to accrue
but not distribute any interest, dividends, gains or losses, the Fund would be
deemed to have realized and recognized its proportionate share of interest,
dividends, gains or losses without receipt of any corresponding distribution.
However, the Master Series will seek to minimize recognition by investors of
interest, dividends, gains or losses without a corresponding distribution.

It is expected that the Net Income of the Fund will be a
positive amount at the time of each determination thereof. If, however, the
Fund's Net Income determined at any time is a negative amount (which could
occur, for instance, upon non-payment of interest and/or principal by an issuer
of a security held by the Master Series), the Fund would first offset the
negative amount with respect to each shareholder account from the dividends
declared during the month with respect to each such account. If and to the
extent that such negative amount exceeds such declared dividends at the end of
the month, the Fund will reduce the number of its outstanding shares by
treating each shareholder as having contributed to the capital of the Fund that
number of full and fractional shares in the account of such shareholder which
represents the shareholder's proportion of the amount of such excess. Each
shareholder will be deemed to have agreed to such contribution in these
circumstances by investing in the Fund.

Although dividends will be declared daily based on each day's
earnings, for federal income tax purposes the Fund's earnings and profits will
be determined at the end of each taxable year and will be allocated pro rata
over the entire year. For federal income tax purposes, only

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<PAGE> 101
amounts paid out of earnings and profits will qualify as dividends. Thus, if
during a taxable year the Fund's declared dividends (as declared daily
throughout the year) exceed the Fund's net income (as determined at the end of
the year), only that portion of the year's distributions which equals the
year's earnings and profits will be deemed to have constituted a dividend. If
during the year, the Fund had reduced the number of shares due to such a
shortfall, shareholders who had redeemed shares prior to such reduction could
be deemed to have realized a capital gain to the extent of the reduction, while
shareholders redeeming shares after the reduction could be deemed to have
realized a capital loss to the extent of the reduction. It is expected that
the Fund's net income, on an annual basis, will equal the dividends declared
during the year.

Gains or losses on sales of portfolio securities by the Fund
will be long-term capital gains or losses if the securities have been held for
more than one year. Other gains or losses on the sale of securities will be
short-term capital gains or losses. In addition, any loss realized by a
shareholder upon the sale or redemption of Fund shares held less than six
months is disallowed to the extent of any exempt-interest dividends received by
the shareholder. Gain recognized on the disposition of a debt obligation
(including, with respect to obligations purchased after April 30, 1993,
tax-exempt obligations) purchased by the Fund at a market discount (generally,
at a price less than its principal amount) will be treated as ordinary income
to the extent of the portion of the market discount which accrued during the
period of time the Fund held the debt obligation.

Income and dividends received by the Fund from sources within
foreign countries may be subject to withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. Because not more than 50% of the value of the
total assets of the Fund is expected to consist of securities of foreign
issuers, the Fund will not be eligible to elect to "pass through" foreign tax
credits to shareholders.

Any loss realized on a redemption or exchange of shares of the
Fund will be disallowed to the extent shares are reacquired within the 61-day
period beginning 30 days before and ending 30 days after the shares are
disposed of. In addition, if a shareholder exchanges or otherwise disposes of
Fund shares within 90 days of having acquired such shares, and if, as a result
of having acquired such shares, the shareholder subsequently pays a reduced
sales charge for shares of the Fund or shares of a different Fund, the sales
charge previously incurred acquiring the Fund's shares shall not be taken into
account (to the extent such previous sales charges do not exceed the reduction
in sales charges) for the purpose of determining the amount of gain or loss on
the exchange, but will be treated as having been incurred in the acquisition of
such other shares.

If, in the opinion of the Company, ownership of its shares has
or may become concentrated to an extent that could cause the Company to be
deemed a personal holding company within the meaning of the Code, the Company
may require the redemption of shares or reject any order for the purchase of
shares in an effort to prevent such concentration.

Foreign Shareholders. Under the Code, distributions of net
investment income by the Fund to a nonresident alien individual or fiduciary of
a trust or estate, a foreign corporation, or foreign partnership (a "foreign
shareholder") will be subject to U.S. withholding tax (at a rate of

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30% or a lower treaty rate). Withholding will not apply if a dividend paid by
the Fund to a foreign shareholder is "effectively connected" with a U.S. trade
or business, in which case the reporting and withholding requirements
applicable to U.S. citizens or domestic corporations will apply. Distributions
of net long-term capital gains are not subject to tax withholding but, in the
case of a foreign shareholder who is a nonresident alien individual, such
distributions ordinarily will be subject to U.S. income tax at a rate of 30% if
the individual is physically present in the U.S. for more than 182 days during
the taxable year.

CAPITAL STOCK

The Company, an open-end, management investment company, was
incorporated in Maryland on October 15, 1992. The authorized capital stock of
the Company consists of 11,900,000 shares having a par value of $.001 per
share. As of the date of this SAI, the Company's Board of Directors has
authorized the issuance of fourteen series of shares, each representing an
interest in one portfolio --Asset Allocation Fund, Bond Index Fund, California
Tax-Free Intermediate Income Fund, California Tax-Free Money Market Fund,
California Tax-Free Short-Term Income Fund, Growth and Income Fund, Growth
Stock Fund, Money Market Fund, Overland National Tax-Free Institutional Money
Market Fund, National Tax-Free Intermediate Income Fund, National Tax-Free
Money Market Mutual Fund, Short-Intermediate Term Fund, S&P 500 Stock Fund and
U.S. Treasury Allocation Fund-- and the Board of Directors may, in the future,
authorize the issuance of other series of capital stock representing shares of
additional investment portfolios.

All shares of the Fund have equal voting rights and will be
voted in the aggregate, and not by series, except where voting by a series is
required by law or where the matter involved only affects one series. For
example, a change in the Fund's fundamental investment policy would be voted
upon only by shareholders of the Fund. Additionally, approval of an advisory
contract is a matter to be determined separately by the Fund. As used in the
Fund's Prospectus and in this SAI, the term "majority," when referring to
approvals to be obtained from shareholders of the Fund, means the vote of the
lesser of (i) 67% of the shares of the Fund represented at a meeting if the
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (ii) more than 50% of the outstanding shares of the Fund.
The term "majority," when referring to the approvals to be obtained from
shareholders of the Company as a whole, means the vote of the lesser of (i) 67%
of the Company's shares represented at a meeting if the holders of more than
50% of the Company's outstanding shares are present in person or by proxy or
(ii) more than 50% of the Company's outstanding shares. Shareholders are
entitled to one vote for each full share held and fractional votes for
fractional shares held.

The Company may dispense with an annual meeting of
shareholders in any year in which it is not required to elect Directors under
the 1940 Act. However, the Company has undertaken to hold a special meeting of
its shareholders for the purpose of voting on the question of removal of a
Director or Directors if requested in writing by the holders of at least 10% of
the

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Company's outstanding voting securities, and to assist in communicating with
other shareholders as required by Section 16(c) of the 1940 Act.

Each share of the Fund represents an equal proportional
interest in the Fund with each other share and is entitled to such dividends
and distributions out of the income earned on the assets belonging to the Fund
as are declared in the discretion of the Directors. In the event of the
liquidation or dissolution of the Company, shareholders of the Fund are
entitled to receive the assets attributable to the Fund that are available for
distribution, and a distribution of any general assets not attributable to a
particular investment portfolio that are available for distribution in such
manner and on such basis as the Directors in their sole discretion may
determine.

Shareholders are not entitled to any preemptive rights. All
shares, when issued, will be fully paid and non-assessable by the Company.

The Master Trust, an open-end, series management investment
company, was organized as a Delaware business trust October 28, 1993. In
accordance with Delaware law and in connection with the tax treatment sought by
the Master Trust, the Declaration of Trust provides that the Master Trust's
investors would be personally responsible for Master Trust liabilities and
obligations, but only to the extent the Master Trust property is insufficient
to satisfy such liabilities and obligations. The Declaration of Trust also
provides that the Master Trust shall maintain appropriate insurance (for
example, fidelity bonding and errors and omissions insurance) for the
protection of the Master Trust, its investors, Trustees, Officers, employees
and agents covering possible tort and other liabilities, and that investors
will be indemnified to the extent they are held liable for a disproportionate
share of Master Trust obligations. Thus, the risk of an investor incurring
financial loss on account of investor liability is limited to circumstances in
which both inadequate insurance existed and the Master Trust itself was unable
to meet its obligations.

The Declaration of Trust further provides that obligations of
the Master Trust are not binding upon the Trustees individually but only upon
the property of the Master Trust and that the Trustees will not be liable for
any action for failure to act, but nothing in the Declaration of Trust protects
a Trustee against any liability to which the Trustee would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of the Trustee's office.

The interests in each Master Series of the Master Trust
(including the Master Series) have substantially identical voting and other
rights as those rights enumerated above for the Fund. The Master Trust also
intends to dispense with annual meetings, but is required by Section 16(c) of
the Act to hold a special meeting and assist investor communications under the
circumstances described above with respect to the Company. Whenever the Fund
is requested to vote on a matter with respect to the Master Series, the Fund
will hold a meeting of the Fund's shareholders and will cast its votes as
instructed by such shareholders.

In a situation where the Fund does not receive instruction
from certain of its shareholders on how to vote the corresponding shares of the
Master Series, the Fund will vote

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<PAGE> 104
such shares in the same proportion as the shares for which the Fund does
receive voting instructions.

As of July 12, 1995, the shareholders identified below were
known by the Company to own 5% or more of the Fund's outstanding shares in the
following capacity:

<TABLE>
<CAPTION>
Name and Percentage Capacity
Address of Shareholder of Fund Owned
---------------------- ---------- --------
<S> <C> <C>
Stephens Inc. 100% Record
111 Center Street
Little Rock, Arkansas
72201
</TABLE>

OTHER

The Registration Statement, including the Fund's Prospectus,
the SAI and the exhibits filed therewith, may be examined at the office of the
SEC in Washington, D.C. Statements contained in the Prospectus or the SAI as
to the contents of any contract or other document referred to herein or in the
Prospectus are not necessarily complete, and, in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.

CUSTODIAN AND TRANSFER AND

DIVIDEND DISBURSING AGENT

Wells Fargo Bank has been retained to act as Custodian for
both the Fund and the Master Series. The Custodian, among other things,
maintains separate custody accounts in the names of the Fund and the Master
Series, respectively; receives and delivers all assets for the Fund and the
Master Series upon purchase and upon sale or maturity; collects and receives
all income and other payments and distributions on account of the assets of the
Fund and the Master Series and pays all expenses of the Fund and the Master
Series. Wells Fargo Bank is not entitled to receive a fee for its services as
Transfer and Dividend Disbursing Agent and Custodian for the Fund and the
Master Series.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP have been selected as the independent
auditors for the Company and the Master Trust. KPMG Peat Marwick LLP provides
audit services, tax return preparation and assistance and consultation in
connection with review of certain SEC filings.

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<PAGE> 105
KPMG Peat Marwick LLP's address is Three Embarcadero Center, San Francisco,
California 94111.

FINANCIAL INFORMATION

The audited financial statements and portfolios of investments
contained in the Company's Annual Report are hereby incorporated by reference
in this SAI. The Company's Annual Report and the SAI will be sent free of
charge to any shareholder who requests these documents. An unaudited Statement
of Assets and Liabilities as of July 13, 1995 for each of the Master Series and
the Fund is attached to this SAI.

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<PAGE> 106
SAI APPENDIX

The following is a description of the ratings given by Moody's
and S&P to corporate bonds and commercial paper.

Corporate Bonds

Moody's: The four highest ratings for corporate bonds are
"Aaa," "Aa," "A" and "Baa." Bonds rated "Aaa" are judged to be of the "best
quality" and carry the smallest amount of investment risk. Bonds rated "Aa"
are of "high quality by all standards," but margins of protection or other
elements make long-term risks appear somewhat greater than "Aaa" rated bonds.
Bonds rated "A" possess many favorable investment attributes and are considered
to be upper medium grade obligations. Bonds rated "Baa" are considered to be
medium grade obligations; interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. Such bonds
have speculative characteristics as well. Moody's also applies numerical
modifiers in its rating system: 1, 2 and 3 in each rating category from "Aa"
through "Baa". The modifier 1 indicates that the security ranks in the higher
end of its category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end.

S&P: The four highest ratings for corporate bonds are "AAA,"
"AA," "A" and "BBB." Bonds rated "AAA" have the highest ratings assigned by
S&P and have an extremely strong capacity to pay interest and repay principal.
Bonds rated "AA" have a "very strong capacity to pay interest and repay
principal" and differ "from the highest rated issued only in small degree."
Bonds rated "A" have a "strong capacity" to pay interest and repay principal,
but are "somewhat more susceptible" to adverse effects of changes in economic
conditions or other circumstances than bonds in higher rated categories. Bonds
rated "BBB" are regarded as having an "adequate capacity" to pay interest and
repay principal, but changes in economic conditions or other circumstances are
more likely to lead to a "weakened capacity" to make such repayments. The
ratings from "AA" to "BBB" may be modified by the addition of a plus or minus
sign to show relative standing within the category.

Municipal Notes

Moody's: The highest ratings for state and municipal
short-term obligations are "MIG 1," "MIG 2," and "MIG 3" (or "VMIG 1," "VMIG
2," and "VMIG 3" in the case of an issue having a variable rate demand
feature). Notes rated "MIG 1" or "VMIG 1" are judged to be of the "best
quality." Notes rated "MIG 2" or "VMIG 2" are of "high quality," with margins
of protection "ample though not as large as in the preceding group." Notes
rated "MIG 3" or "VMIG 3" are of "favorable quality," with all security
elements accounted for, but lacking the strength of the preceding grades.

A-1

<PAGE> 107
S&P: The "SP-1" rating reflects a "very strong or strong
capacity to pay principal and interest." Notes issued with "overwhelming safety
characteristics" will be rated "SP-1+." The "SP-2" rating reflects a
"satisfactory capacity" to pay principal and interest.

Corporate and Municipal Commercial Paper

Moody's: The highest rating for corporate and municipal
commercial paper is "P-1" (Prime-1). Issuers rated "P-1" have a "superior
capacity for repayment of short-term promissory obligations." Issuers rated
"P-2" (Prime-2) "have a strong capacity for repayment of short-term promissory
obligations," but earnings trends, while sound, will be subject to more
variation.

S&P: The "A-1" rating for corporate and municipal commercial
paper indicates that the "degree of safety regarding timely payment is either
overwhelming or very strong." Commercial paper with "overwhelming safety
characteristics" will be rated "A-1+." Commercial paper with a strong capacity
for timely payments on issues will be rated "A-2."

Corporate Notes

S&P: The two highest ratings for corporate notes are "SP-1"
and "SP-2." The "SP-1" rating reflects a "very strong or strong capacity to
pay principal and interest." Notes issued with "overwhelming safety
characteristics" will be rated "SP-1+." The "SP-2" rating reflects a
"satisfactory capacity to pay principal and interest."

A-2
<PAGE> 108

STAGECOACH INC.

Telephone: 1-800-222-8222

STATEMENT OF ADDITIONAL INFORMATION

DATED JULY 19, 1995

CALIFORNIA TAX-FREE INTERMEDIATE INCOME FUND
CALIFORNIA TAX-FREE SHORT-TERM INCOME FUND
CALIFORNIA TAX-FREE MONEY MARKET FUND
NATIONAL TAX-FREE INTERMEDIATE INCOME FUND

NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND

GROWTH AND INCOME FUND

__________________________________

Stagecoach Inc. (the "Company") is a professionally managed,
open-end, series investment company. This Statement of Additional Information
("SAI") contains information about six of the funds in the Stagecoach Family of
Funds -- the CALIFORNIA TAX-FREE INTERMEDIATE INCOME FUND, THE CALIFORNIA
TAX-FREE SHORT-TERM INCOME FUND, the CALIFORNIA TAX-FREE MONEY MARKET FUND, the
NATIONAL TAX-FREE INTERMEDIATE INCOME FUND, the NATIONAL TAX-FREE MONEY MARKET
MUTUAL FUND and the GROWTH AND INCOME FUND (each a "Fund", and collectively,
the "Funds"). As of the date of this SAI, only the National Tax-Free Money
Market Mutual Fund had commenced operations. Each of the California Tax-Free
Intermediate Income Fund, the California Tax-Free Short-Term Income Fund, the
California Tax-Free Money Market Fund, the National Tax-Free Intermediate
Income Fund, the National Tax-Free Money Market Mutual Fund and the Growth and
Income Fund seeks to achieve its investment objective by investing
substantially all of its assets in the California Tax-Free Intermediate Income
Master Series, the California Tax-Free Short-Term Income Master Series, the
California Tax-Free Money Market Master Series, the Tax-Free Intermediate
Income Master Series, the Tax-Free Money Market Master Series and the Growth
and Income Master Series, respectively, (each, a "Master Series" or "Series" of
Managed Series Investment Trust (the "Master Trust")). Each Master Series has
the same investment objective as its related Fund. Each Fund may withdraw its
investment in the corresponding Master Series at any time if the Board of
Directors of the Company determines that such action is in the best interests
of the Fund and its shareholders. Upon such withdrawal, the Company's Board of
Directors would consider alternative investments, including investing all of
the Fund's assets in another investment company with the same investment
objective as the Fund or hiring an investment adviser to manage the Fund's
assets in accordance with the investment policies and restrictions described in
the Fund's Prospectus and this SAI.

This SAI is not a prospectus and should be read in conjunction
with each Fund's Prospectus. All terms used in this SAI that are defined in
each Fund's Prospectus have the meanings assigned in such Prospectus. A copy
of the Prospectus for each Fund may be obtained without charge by writing
Stephens Inc., the Company's sponsor, administrator and distributor, at 111
Center Street, Little Rock, Arkansas 72201, or by calling Wells Fargo Bank at
800-222-8222.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Additional Permitted Investment
Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Special Considerations Affecting
California Municipal Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Calculation of Yield and Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Federal Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Custodian and Transfer and Dividend
Disbursing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SAI Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

</TABLE>

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INTRODUCTION

The Master Trust is a registered investment company consisting
of eight series including the California Tax-Free Intermediate Income Master
Series, the California Tax-Free Short-Term Income Master Series, the California
Tax-Free Money Market Master Series, the Tax-Free Intermediate Income Master
Series, the Tax-Free Money Market Master Series and the Growth and Income
Master Series. Each Fund invests substantially all of its assets in the
corresponding Master Series of the Master Trust (as illustrated below), which
has the same investment objective as the related Fund.

<TABLE>
<CAPTION>
Fund CORRESPONDING MASTER SERIES
---- ---------------------------
<S> <C>
California Tax-Free California Tax-Free Intermediate
Intermediate Income Fund Income Master Series
California Tax-Free Short-Term California Tax-Free Short-Term
Income Fund Income Master Series
California Tax-Free Money California Tax-Free Money Market
Market Fund Master Series
National Tax-Free Intermediate Tax-Free Intermediate Income
Income Fund Master Series
National Tax-Free Money Market Tax-Free Money Market Master
Mutual Fund Series
Growth and Income Fund Growth and Income Master Series

</TABLE>

The California Tax-Free Money Market Fund and the National
Tax-Free Money Market Mutual Fund are sometimes referred to collectively herein
as the "Money Market Funds" and, individually as a "Money Market Fund." The
California Tax-Free Money Market Master Series and Tax-Free Money Market Master
Series are sometimes referred to herein as the "Money Market Series." The
California Tax-Free Intermediate Income Fund, California Tax-Free Short-Term
Income Fund, National Tax-Free Intermediate Income Fund and Growth and Income
Fund are sometimes referred to herein as the "Non-Money Market Funds." The
California Tax-Free Intermediate Income Master Series, California Tax-Free
Short-Term Income Master Series, Tax-Free Intermediate Income Master Series and
the Growth and Income Master Series are sometimes referred to herein as the
"Non-Money Market Series." The California Tax-Free Intermediate Income Fund,
California Tax-Free Short-Term Income Fund, California Tax-Free Money Market
Fund, National Tax-Free Intermediate Income Fund and National Tax-Free Money
Market Mutual Fund are sometimes referred to herein as the "Tax-Free Funds."
The Master Series, other than the Growth and Income Master Series, are
sometimes referred to collectively as the "Tax-Free Master Series."

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INVESTMENT RESTRICTIONS

The Funds and the Master Series are subject to the following
investment restrictions, all of which are fundamental policies.

The Funds and the Master Series may not:

(1) purchase the securities of issuers conducting their
principal business activity in the same industry if, immediately after the
purchase and as a result thereof, the value of the Fund's or Master Series'
investments in that industry would be 25% or more of the current value of such
Fund's or Master Series' total assets, provided that there is no limitation
with respect to investments in (i) municipal securities (for the purpose of
this restriction, private activity bonds and notes shall not be deemed
municipal securities if the payment of principal and interest on such bonds or
notes is the ultimate responsibility of non-governmental entities), (ii)
obligations of the U.S. Government, its agencies or instrumentalities
(including government-sponsored enterprises), and (iii) with respect to the
National Tax-Free Money Market Mutual Fund, the California Tax-Free Money
Market Fund, the Tax-Free Money Market Master Series and the California
Tax-Free Money Market Master Series, the obligations of domestic banks (for the
purpose of this restriction, domestic bank obligations do not include
obligations of U.S. branches of foreign banks or obligations of foreign
branches of U.S. banks), and further provided that this investment restriction
does not affect the Funds' ability to invest all or a portion of their assets
in the corresponding Master Series;

(2) purchase or sell real estate or real estate limited
partnerships (other than municipal obligations with respect to all of the Funds
and Series or other than money market securities with respect to the Money
Market Funds and the Money Market Master Series or other securities secured by
real estate or interests therein or securities issued by companies that invest
in real estate or interests therein), commodities or commodity contracts
(including futures contracts) except that the Funds and Master Series may
purchase securities of an issuer which invests or deals in commodities and
commodity contracts and except that the Non-Money Market Fund and Non-Money
Market Series may enter into futures and options contracts in accordance with
their respective investment policies;

(3) purchase securities on margin (except for short-term
credits necessary for the clearance of transactions with regard to all the
Funds and Master Series, and except for margin payments in connection with
options, futures and options on futures with regard to the Non-Money Market
Funds and Non-Money Market Series) or make short sales of securities;

(4) underwrite securities of other issuers, except to the
extent that the purchase of municipal securities or other permitted investments
directly from the issuer thereof or from an underwriter for an issuer and the
later disposition of such securities in accordance with the Funds' or Master
Series' investment program (including the Funds' investments in the Master
Series) may be deemed to be an underwriting;

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(5) make investments for the purpose of exercising control or
management, provided that this restriction does not affect the Funds' ability
to invest all or a portion of their assets in the corresponding Master Series;

(6) issue senior securities, except that each Fund and Master
Series may each borrow from banks up to 10% of the current value of its
respective net assets for temporary purposes only in order to meet redemptions,
and these borrowings may be secured by the pledge of up to 10% of the current
value of its net assets (but investments may not be purchased while any such
outstanding borrowing in excess of 5% of its net assets exists);

(7) write, purchase or sell puts, calls, options or any
combination thereof, and the Money Market Funds and Money Market Series also
may not write, purchase or sell warrants, except that all Funds and Master
Series may purchase securities with put rights in order to maintain liquidity;

(8) with respect to the Tax-Free Intermediate Income Master
Series, Tax-Free Money Market Master Series and Growth and Income Master
Series, and the corresponding Funds, purchase securities of any issuer (except
securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, including government-sponsored enterprises) if, as a
result, with respect to 75% of its total assets, more than 5% of the value of
the Master Series' or Fund's total assets would be invested in the securities
of any one issuer or, with respect to 100% of its total assets the Master
Series' or Fund's ownership would be more than 10% of the outstanding voting
securities of such issuer;

(9) with respect to the Money Market Master Series, and the
corresponding Funds, make loans, except that each Money Market Fund and Money
Market Master Series may purchase or hold debt instruments, lend its portfolio
securities or enter into repurchase agreement transactions in accordance with
its investment policies; loans for purposes of this restriction will not
include a Fund's purchase of interests in a Master Series.

The Funds and Master Series are subject to the following
non-fundamental policies.

Neither the Funds nor Master Series may:

(2) purchase interests, leases, or limited partnership
interests in oil, gas, or other mineral exploration or development programs;

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<PAGE> 113

at least three years, or the securities are backed by the assets and revenues
of any of the foregoing if, by reason thereof, the value of its aggregate
investments in such securities will exceed 5% of its total assets, provided
that this restriction does not affect the Funds' ability to invest all or a
portion of their assets in the corresponding Master Series; and

(4) purchase securities of unseasoned issuers, including
their predecessors, which have been in operation for less than three years, and
equity securities of issuers which are not readily marketable if by reason
thereof the value of such Fund's or Master Series' aggregate investment in such
classes of securities will exceed 5% of its total assets.

The Funds and the Master Series may each invest in shares of
other open-end, management investment companies, subject to the limitations of
Section 12(d)(1) of the 1940 Act, provided that any such purchases will be
limited to temporary investments in shares of unaffiliated investment
companies. However, the investment adviser will waive its advisory fees for
that portion of the Funds' or the Master Series' assets so invested, except
when such purchase is part of a plan of merger, consolidation, reorganization
or acquisition. In addition, with respect to the Tax-Free Funds and the
Tax-Free Master Series, these unaffiliated investment companies must have a
fundamental investment policy of investing at least 80% of their net assets in
obligations that are exempt from federal income taxes and are not subject to
the federal alternative minimum tax.

In addition, the Funds and the Master Series reserve the right
to invest up to 15%, in the case of the Money Market Funds and the Money Market
Series up to 10%, of the current value of their net assets in fixed time
deposits that are subject to withdrawal penalties and that have maturities of
more than seven days, repurchase agreements maturing in more than seven days,
illiquid securities and restricted securities. However, as long as a Fund's
shares are registered for sale in a state that imposes a lower limit on the
percentage of a fund's assets that may be so invested, the Funds and Master
Series will comply with such lower limit. The Funds presently are limited to
investing 10% of their net assets in such securities due to limits applicable
in several states.

Furthermore, the Money Market Funds and Money Market Master
Series may not purchase or sell real estate limited partnership interests. The
Money Market Funds and Money Market Master Series do not currently intend to
make loans of their portfolio securities.

ADDITIONAL PERMITTED INVESTMENT ACTIVITIES

Unrated, Downgraded and Below Investment Grade Investments.
Each Master Series may purchase instruments that are not rated if, in the
opinion of Wells Fargo Bank, such obligations are of comparable quality to
other rated investments that are permitted to be purchased by such Master
Series. The Master Series may purchase unrated, downgraded or below investment
grade securities only if they are purchased in accordance with the Master
Series' procedures adopted by the Master Trust's Board of Trustees in
accordance with Rule 2a-7 under the 1940 Act. After purchase by a Master
Series a security may cease to be rated or its

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rating may be reduced below the minimum required for purchase by such Master
Series. Neither event will require a sale of such security by such Master
Series. However, in no event will such securities exceed 5% of the value of
the Master Series' net assets. To the extent the ratings given by Moody's or
S&P may change as a result of changes in such organizations or their rating
systems, each Master Series will attempt to use comparable ratings as standards
for investments in accordance with the investment policies contained in its
Part A and in this SAI. The ratings of Moody's and S&P are more fully
described in the SAI Appendix.

Because each Master Series is not required to sell downgraded
securities, each Master Series could hold up to 5% of its net assets in debt
securities rated below "Baa" by Moody's or below "BBB" by S&P or, if unrated,
low credit quality (below investment grade) securities. The Master Series may
hold such securities even though none of the Master Series mentioned in this
SAI are permitted to purchase such securities.

Although they may offer higher yields than do higher rated
securities, low rated and unrated low credit quality debt securities generally
involve greater volatility of price and risk of principal and income, including
the possibility of default by, or bankruptcy of, the issuers of the securities.
In addition, the securities markets in which low rated and unrated low credit
quality debt securities are traded are more limited than those in which higher
rated debt securities are traded. The existence of limited markets for
particular securities may diminish a Master Series' ability to sell the
securities at fair value either to meet redemption requests or to respond to
changes in the economy or in the financial markets and could adversely affect
and cause fluctuations in the daily net asset value of a Master Series' shares.

Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of low
rated or unrated low quality debt securities, especially in a thinly traded
market. Analysis of the creditworthiness of issuers of low rated or unrated
low quality debt securities may be more complex than for issuers of higher
rated securities, and the ability of a Master Series to achieve its investment
objective may, to the extent it holds low rated or unrated low quality debt
securities, be more dependent upon such creditworthiness analysis than would be
the case if the Master Series held exclusively higher rated or higher quality
debt securities.

Letters of Credit. Certain of the debt obligations (including
municipal securities, certificates of participation, commercial paper and other
short-term obligations) which the Master

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Series may purchase may be backed by an unconditional and irrevocable letter of
credit of a bank, savings and loan association or insurance company which
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks, savings and loan associations and insurance
companies which, in the opinion of Wells Fargo Bank, are of comparable quality
to issuers of other permitted investments of each such Master Series may be
used for letter of credit-backed investments, provided that, in the case of the
Money Market Series, the Master Trust's Board approves or ratifies such
investments.

Pass-Through Obligations. Certain of the debt obligations
which the Non-Money Market Series may purchase may be pass-through obligations
that represent an ownership interest in a pool of mortgages and the resultant
cash flow from those mortgages. Payments by homeowners on the loans in the
pool flow through to certificate holders in amounts sufficient to repay
principal and to pay interest at the pass-through rate. The stated maturities
of pass-through obligations may be shortened by unscheduled prepayments of
principal on the underlying mortgages. Therefore, it is not possible to
predict accurately the average maturity of a particular pass-through
obligation. Variations in the maturities of pass-through obligations affect
the yield of the Series investing in such obligations. Furthermore, as with
any debt obligation, fluctuations in interest rates inversely affect the market
value of pass-through obligations. The Non-Money Market Series may invest in
pass-through obligations that are supported by the full faith and credit of the
U.S. Government (such as those issued by the Government National Mortgage
Association) or those that are guaranteed by an agency or instrumentality of
the U.S. Government or government-sponsored enterprises (such as the Federal
National Mortgage Association or the Federal Home Loan Mortgage Corporation) or
bonds collateralized by any of the foregoing.

Loans of Portfolio Securities. Each Master Series may lend
securities from its portfolio to brokers, dealers and financial institutions
(but not individuals) if cash, U.S. Government obligations or other
high-quality debt obligations equal to at least 100% of the current market
value of the securities loaned (including accrued interest thereon) plus the
interest payable to the Master Series with respect to the loan is maintained
with the Master Series. In determining whether to lend a security to a
particular broker, dealer or financial institution, the Master Series'
Investment Adviser considers all relevant facts and circumstances, including
the size, creditworthiness and reputation of the broker, dealer, or financial
institution. Any loans of portfolio securities are fully collateralized based
on values that are marked to market daily. The Master Series do not enter into
any portfolio security lending arrangement having a duration of longer than one
year. Any securities that a Master Series receives as collateral do not become
part of such Master Series' portfolio at the time of the loan and, in the event
of a default by the borrower, the Master Series will, if permitted by law,
dispose of such collateral except for such part thereof that is a security in
which the Master Series is permitted to invest. During the time securities are
on loan, the borrower will pay the Master Series any accrued income on those
securities, and the Master Series may invest the cash collateral and earn
additional income or receive an agreed-upon fee from a borrower that has
delivered cash-equivalent collateral. None of the Master Series will lend
securities having a value that exceeds one-third of the value of its total
assets. Loans of securities by any Master Series are subject to termination at
the Master Series' or the borrower's option. The Master Series may pay
reasonable administrative and custodial fees in connection with a securities
loan and may pay a negotiated portion of the interest

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or fee earned with respect to the collateral to the borrower or the placing
broker. Borrowers and placing brokers may not be affiliated, directly or
indirectly, with the Master Trust, its investment adviser, or the distributor.

Foreign Obligations. Investments in foreign obligations
involve certain considerations that are not typically associated with investing
in domestic obligations. There may be less publicly available information
about a foreign issuer than about a domestic issuer. Foreign issuers also are
not generally subject to uniform accounting, auditing and financial reporting
standards or governmental supervision comparable to those applicable to
domestic issuers. In addition, with respect to certain foreign countries,
interest may be withheld at the source under foreign income tax laws, and there
is a possibility of expropriation or confiscatory taxation, political or social
instability or diplomatic developments that could adversely affect investments
in, the liquidity of, and the ability to enforce contractual obligations with
respect to, securities of issuers located in those countries. None of the
Master Series may invest 25% or more of its assets in foreign obligations.

Obligations of foreign banks and foreign branches of U.S.
banks involve somewhat different investment risks from those affecting
obligations of U.S. banks, including the possibilities that liquidity could be
impaired because of future political and economic developments, that the
obligations may be less marketable than comparable obligations of U.S. banks,
that a foreign jurisdiction might impose withholding taxes on interest income
payable on those obligations, that foreign deposits may be seized or
nationalized, that foreign governmental restrictions (such as foreign exchange
controls) may be adopted which might adversely affect the payment of principal
and interest on those obligations and that the selection of those obligations
may be more difficult because there may be less publicly available information
concerning foreign banks or the accounting, auditing and financial reporting
standards, practices and requirements applicable to foreign banks may differ
from those applicable to U.S. banks. In that connection, foreign banks are not
subject to examination by any U.S. Government agency or instrumentality.

Convertible Securities (Lower-Rated Securities)

Subject to the limitations described in its Prospectus, the Growth and Income
Master Series may invest in convertible securities that are not rated in one of
the four highest rating categories by a nationally recognized statistical
ratings organization ("NRSRO"). The yields on such lower-rated securities,
which include securities also known as junk bonds, generally are higher than
the yields available on higher-rated securities. However, investments in
lower-rated securities and comparable unrated securities generally involve
greater volatility of price and risk of loss of income and principal, including
the probability of default by or bankruptcy of the issuers of such securities.
Lower-rated securities and comparable unrated securities (a) will likely have
some quality and protective characteristics that, in the judgment of the rating
organization, are outweighed by large uncertainties or major risk exposures to
adverse conditions and (b) are predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligation. Accordingly, it is possible that these types of
factors could, in certain instances, reduce the value of securities held in the
Series' portfolio, with a commensurate effect on the value of the shares of the
Growth and Income Fund. Therefore, an

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investment in the Growth and Income Fund should not be considered as a complete
investment program and may not be appropriate for all investors.

While the market values of lower-rated securities and
comparable unrated securities tend to react less to fluctuations in interest
rate levels than the market values of higher-rated securities, the market
values of certain lower-rated securities and comparable unrated securities also
tend to be more sensitive to individual corporate developments and changes in
economic conditions than higher-rated securities. In addition, lower-rated
securities and comparable unrated securities generally present a higher degree
of credit risk. Issuers of lower-rated securities and comparable unrated
securities often are highly leveraged and may not have more traditional methods
of financing available to them so that their ability to service their debt
obligations during an economic downturn or during sustained periods of rising
interest rates may be impaired. The risk of loss due to default by such
issuers is significantly greater because lower-rated securities and comparable
unrated securities generally are unsecured and frequently are subordinated to
the prior payment of senior indebtedness. The Growth and Income Master Series
may incur additional expenses to the extent that it is required to seek
recovery upon a default in the payment of principal or interest on its
portfolio holdings. The existence of limited markets for lower-rated
securities and comparable unrated securities may diminish the Series' ability
to (a) obtain accurate market quotations for purposes of valuing such
securities and calculating its net asset value and (b) sell the securities at
fair value either to meet redemption requests or to respond to changes in the
economy or in financial markets.

Certain lower-rated debt securities and comparable unrated
securities frequently have call or buy-back features that permit their issuers
to call or repurchase the securities from their holders, such as the Growth and
Income Master Series. If an issuer exercises these rights during periods of
declining interest rates, the Series may have to replace the security with a
lower yielding security, thus resulting in a decreased return to the Series.

The market for certain lower-rated securities and comparable
unrated securities is relatively new and has not weathered a major economic
recession. The effect that such a recession might have on such securities is
not known. Any such recession, however, could disrupt severely the market for
such securities and adversely affect the value of such securities. Any such
economic downturn also could adversely affect the ability of the issuers of
such securities to repay principal and pay interest thereon.

Privately Issued Securities (Rule 144A). The Growth and
Income Master Series may invest in privately issued securities which may be
resold only in accordance with Rule 144A under the Securities Act of 1933
("Rule 144A Securities"). Rule 144A Securities are restricted securities that
are not publicly traded. Accordingly, the liquidity of the market for specific
Rule 144A Securities may vary. Wells Fargo Bank, pursuant to guidelines
established by the Trust's Board of Trustees, evaluates the liquidity
characteristics of each Rule 144A Security proposed for purchase by the Series
on a case-by-case basis and considers the following factors, among others, in
its evaluation: (1) the frequency of trades and quotes for the Rule 144A
Security; (2) the number of dealers willing to purchase or sell the Rule 144A
Security and the number of other potential purchasers; (3) dealer undertakings
to make a market in the Rule 144A

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Security; and (4) the nature of the Rule 144A Security and the nature of the
marketplace trades (e.g., the time needed to dispose of the Rule 144A Security,
the method of soliciting offers and the mechanics of transfer). The Growth and
Income Master Series does not intend to invest more than 5% of its net assets
in Rule 144A Securities during the coming year.

Municipal Bonds. The Master Series may invest in municipal
bonds. The two principal classifications of municipal bonds are "general
obligation" and "revenue" bonds. Municipal bonds are debt obligations issued
to obtain funds for various public purposes, including the construction of a
wide range of public facilities such as bridges, highways, housing, hospitals,
mass transportation, schools, streets, and water and sewer works. Other
purposes for which municipal bonds may be issued include the refunding of
outstanding obligations and obtaining funds for general operating expenses or
to loan to other public institutions and facilities. Industrial development
bonds are a specific type of revenue bond backed by the credit and security of
a private user. Certain types of industrial development bonds are issued by or
on behalf of public authorities to obtain funds to provide privately-operated
housing facilities, sports facilities, convention or trade show facilities,
airport, mass transit, port or parking facilities, air or water pollution
control facilities and certain local facilities for water supply, gas,
electricity, or sewage or solid waste disposal. The Master Series (except for
the Growth and Income Master Series) may not invest 25% or more of their
respective assets in industrial development bonds. Assessment bonds, wherein a
specially created district or project area levies a tax (generally on its
taxable property) to pay for an improvement or project may be considered a
variant of either category. There are, of course, other variations in the
types of municipal bonds, both within a particular classification and between
classifications, depending on numerous factors.

TANs. An uncertainty in a municipal issuer's capacity to
raise taxes as a result of such things as a decline in its tax base or a rise
in delinquencies could adversely affect the issuer's ability to meet its
obligations on outstanding TANs. Furthermore, some municipal issuers mix
various tax proceeds into a general fund that is used to meet obligations other
than those of the outstanding TANs. Use of such a general fund to meet various
obligations could affect the likelihood of making payments on TANs.

RANs. A decline in the receipt of certain revenues, such as
anticipated revenues from another level of government, could adversely affect
an issuer's ability to meet its obligations on outstanding RANs. In addition,
the possibility that the revenues would, when received, be used to

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meet other obligations could affect the ability of the issuer to pay the
principal of, and interest on, RANs.

The values of outstanding municipal securities vary as a
result of changing market evaluations of the ability of their issuers to meet
the interest and principal payments (i.e., credit risk). Such values also
change in response to changes in the interest rates payable on new issues of
municipal securities (i.e., market risk). Should such interest rates rise, the
values of outstanding securities, including those held in a Master Series'
portfolio, will decline and (if purchased at par value) they would sell at a
discount. If interests rates fall, the values of outstanding securities will
generally increase and (if purchased at par value) they would sell at a
premium. Changes in the value of municipal securities held in a Master Series'
portfolio arising from these or other factors will cause changes in the net
asset value per share of the Series.

Investments in Warrants. The Non-Money Market Series may
invest up to 5% of their net assets at the time of purchase in warrants (other
than those that have been acquired in units or attached to other securities),
and not more than 2% of their net assets in warrants which are not listed on
the New York or American Stock Exchange. Warrants represent rights to purchase
securities at a specific price valid for a specific period of time. The prices
of warrants do not necessarily correlate with the prices of the underlying
securities. The Series may purchase warrants only on securities in which the
Series may invest directly.

SPECIAL CONSIDERATIONS AFFECTING
CALIFORNIA MUNICIPAL OBLIGATIONS

Certain debt obligations held by the California Tax-Free
Intermediate Income Master Series, the California Tax-Free Short-Term Income
Master Series and the California Tax-Free Money Market Master Series may be
obligations of issuers which rely in whole or in substantial part on California
state revenues for the continuance of their operations and the payment of their
obligations. The extent to which the California Legislature will continue to
appropriate a portion of the state's general funds to counties, cities and
their various entities, is not entirely certain. To the extent local entities
do not receive money from the state to pay for their operations and services,
their ability to pay debt service on obligations held by these Series may be
impaired.

Certain California constitutional amendments, legislative
measures, executive orders, administrative regulations, and voter initiatives,
as discussed below, could adversely affect the market values and marketability
of, or result in default of, existing obligations, including obligations that
may be held by the California Tax-Free Master Series. Obligations of the state
or local governments may also be affected by budgetary pressures affecting the
State and economic conditions in the State. Interest income to the California
Tax-Free Master Series could also be adversely affected. The following
highlights only some of the more significant financial trends and problems, and
is based on information drawn from official statements and prospectuses
relating to securities offerings of the State of California, its agencies or
instrumentalities, as available on the date of this SAI. Wells Fargo has not
independently verified any of the information contained in

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such official statements and other publicly available documents, but is not

aware of any fact which would render such information inaccurate.

CONSTITUTIONAL LIMITATIONS ON TAXES AND APPROPRIATIONS:

Limitation on Taxes. Certain obligations held by the
California Tax-Free Master Series may be obligations of issuers that rely in
whole or in part, directly or indirectly, on ad valorem property taxes as a
source of revenue. The taxing powers of California local governments and
districts are limited by Article XIIIA of the California Constitution, enacted
by the voters in 1978 and commonly known as "Proposition 13." Briefly, Article
XIIIA limits to 1% of full cash value the rate of ad valorem property taxes on
real property and generally restricts the reassessment of property to 25% per
year, except upon new construction or change of ownership (subject to a number
of exemptions). Taxing entities may, however, raise ad valorem taxes above the
1% limit to pay debt service on voter-approved bond indebtedness.

Under Article XIIIA, the basic 1% ad valorem tax levy is
applied against the assessed value of property as of the owner's date of
acquisition (or as of March 1, 1975 if acquired earlier), subject to certain
adjustments. This system has resulted in widely varying amounts of tax on
similarly situated properties. Several lawsuits were filed challenging the
acquisition-based assessment system of Proposition 13, but on June 18, 1992,
the U.S. Supreme Court announced a decision upholding Proposition 13.

Article XIIIA prohibits local governments from raising
revenues through ad valorem property taxes above the 1%, and requires voters of
any government unit to give 2/3 approval to levy any "special tax." However,
court decisions allowed non-voter-approved levy of "general taxes" which were
not dedicated to a specific use. In response to these decisions, the voters of
the State in 1986 adopted an initiative statute which imposed significant new
limits on the ability of local entities to raise or levy general taxes, except
by receiving majority local voter approval. Significant elements of this
initiative, "Proposition 62," have been overturned in recent court cases, but
efforts may continue to further restrict the ability of local government
agencies to levy or raise taxes.

Appropriations Limits. The State is subject to an annual
appropriations limit imposed by Article XIIIB of the State Constitution (the
"Appropriations Limit"). Article XIIIB prohibits the State from spending
"appropriations subject to limitation" in excess of the Appropriations Limit.
Article XIIIB, originally adopted in 1979, was modified substantially by
Propositions 98 and 111 in 1988 and 1990, respectively, "Appropriations subject
to limitation," with respect to the State, are authorizations to spend
"proceeds of taxes," which consist of tax revenues, and certain other funds,
including proceeds from regulatory licenses, user charges or other fees to the
extent that such proceeds exceed "the cost reasonably borne by that entity in
providing the regulation, product or service," but "proceeds of taxes" exclude
most State subventions to local governments, tax refunds and some benefit
payments such as unemployment insurance. No limit is imposed on appropriations
of funds which are not "proceeds of taxes," such as reasonable user charges or
fees, and certain other non-tax funds.

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Among the expenditures not included in the Article XIIIB
appropriations limit are: (1) the debt service cost of bonds issued or
authorized prior to January 1, 1979, or subsequently authorized by the voters;
(2) appropriations arising from certain emergencies declared by the Governor;
(3) appropriations for certain capital outlay projects; and (4) appropriations
by the State of post-1989 increases in gasoline taxes and vehicle weight fees.

The appropriations limit for each year is adjusted annually to
reflect changes in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such
adjustments were liberalized by Proposition 111 to more closely follow growth
in the State's economy. For the 1990-91 fiscal year, each unit of government
has recalculated its appropriations limit by taking the actual 1986-87 limit
and applying the Proposition 111 annual adjustments forward to 1990-91. This
was expected to raise the limit in most cases.

Proposition 98 changed State funding of public education below
the university level and the operation of the State Appropriations Limit,
primarily by guaranteeing K-14 schools (kindergarten through twelfth plus
two-year community colleges) a minimum share of General Fund Revenues.
Proposition 98, as modified by Proposition 111, guarantees K-14 schools the
greater amount as calculated under three different tests. This guaranteed
amount can be suspended for a one-year period through a two-thirds vote of both
houses of the State Legislature, with the Governor's concurrence. In the fall
of 1989, such a suspension was enacted to avoid having 40.3 percent of revenues
generated by a special supplemental sales tax enacted for earthquake relief go
to K-14 schools. Proposition 98 also contains provisions transferring certain
State tax revenues in excess of the Article XIIIB limit to K-14 schools.

Under Proposition 111, "excess" revenues are measured over a
two-year cycle. With respect to local governments, excess revenues must be
returned by a revision of tax rates or fee schedules within the two subsequent
fiscal years. The appropriations limit for a local government may be
overridden by referendum under certain conditions for up to four years at a
time. With respect to the State, 50% of any excess revenues is to be
distributed to K-14 schools and the other 50% is to be refunded to taxpayers.

In the years immediately following enactment, very few
California governmental entities operated near their appropriations limit; in
the mid-to-late 1980's, however, many entities were at or approaching their
limit. Many local entities have successfully sought voter approval for
four-year waivers of the limit and, under Proposition 111, may elect among
different measures of population in setting the limit. During FY 1986-87,
State receipts from proceeds of taxes exceeded its appropriations limit by
$1.138 billion, which was returned to taxpayers. Since that time,
appropriations subject to limitation were under the State limit.

The 1991-92 Budget Act appropriated $18.5 billion for K-14
schools. During the course of the fiscal year, revenues proved to be
substantially below expectations. By the time the Governor's Budget was
introduced in January, 1992, it became clear that per capita growth in the
General Fund revenues for 1991-92 would be smaller than the growth in State per
capita personal

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income and the Governor's Budget therefore reflected a reduction in Proposition
98 funding in 1991-92.

In response to the changing revenue situation and to fully
fund the Proposition 98 guarantee in both the 1991-92 and 1992-93 Fiscal Years
without exceeding it, the Legislature enacted several bills as part of the
1992-93 budget package which responded to the fiscal crisis in education
funding. In Fiscal Year 1991-92, Proposition 98 appropriations for K-14
schools were reduced by $1.083 billion. In order to not adversely impact cash
received by school districts, however, a short-term loan was appropriated from
the non-Proposition 98 State General Fund. The Legislature then appropriated
$16.6 billion to K-14 schools for 1992-93 (the minimum guaranteed by
Proposition 98), but designated $1.083 billion of this amount to "repay" the
prior year loan, thereby reducing cash outlays in 1992-93 by that amount.

In addition to reducing the 1991-92 Fiscal Year appropriations
for K-14 schools by $1.083 billion and converting that amount to a loan (the
"inter-year adjustment"), Chapter 703, Statutes of 1992 also made an adjustment
based on the additional $1.2 billion of local property taxes that were shifted
to schools and community colleges. Additionally, Chapter 703 contained a
provision that if an appellate court should determine that one of the tests
used for the recalculation or the inter-year adjustment is unconstitutional,
unenforceable or invalid, Proposition 98 would be suspended for the 1992-93
Fiscal Year, with the result that K-14 schools would receive the amount
intended by the 1992-93 Budget Act compromise.

The State Controller stated in October 1992 that, because of a
drafting error in Chapter 703, he could not implement the $1.083 billion
reduction of the 1992-93 school funding appropriation, which was part of the
inter-year adjustment. The Legislature ultimately enacted corrective
legislation as part of the 1993-94 Budget package to implement the $1.083
billion inter-year adjustment as originally intended. To date, three actions
have been brought concerning that law. The effect of the corrective
legislation on these actions has not been determined.

In the 1992-93 Budget Act, a new loan of $732 million was made
to K-12 schools in order to maintain per-average daily attendance ("ADA")
funding at the same level as 1991-92, at $4,187. An additional loan of $241
million was made to community college districts. These loans are to be repaid
from future Proposition 98 entitlements. Including both State and Local funds,
and adjusting for the loans and repayments, on a cash basis, total Proposition
98 K-12 funding in 1992-93 increased to $21.5 billion, 2.4 percent more than
the amount in 1991-92 ($21.0 billion).

Based on revised State tax revenues and estimated decreased
reported pupil enrollment, the 1993-94 Budget Act projects that the 1992-93
Proposition 98 Budget Act appropriations of $16.6 billion exceed a revised
minimum guarantee by $313 million. As a result, the 1993-94 Budget Act reverts
$25 million in 1992-93 appropriations to the General Fund. Limiting the
reversion to this amount ensures that per ADA funding for general purposes will
remain at the prior year level. The 1993-94 Budget Act also designates $98
million on 1992-93 appropriations toward satisfying prior year's guarantee
levels, an obligation that resulted primarily from updating State Tax revenues
for 1991-92, and designates $190 million as a loan repayable from 1993-94
funding.

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The 1993-94 Budget Act projects the Proposition 98 minimum
funding level at $13.5 billion. This amount also takes into account increased
property taxes transferred to school districts from other local governments.
Legislation accompanying the 1993-94 Budget Act provides a new loan of $609
million to K-12 schools in order to maintain per ADA funding at $4,187 and a
loan of $178 million to community colleges. These loans have been combined
with the K-14 1992-93 loans into one loan totalling $1.760 billion. Repayment
of this loan would be from future years' Proposition 98 entitlements, and would
be conditioned on maintaining current funding levels per pupil for K-14
schools.

In the spring of 1991, the Richmond Unified School District
("RUSD") Board of Directors attempted to end classes six weeks early because of
a fiscal crisis. In response to lawsuits, a lower court judge, in a case
called Butt v. State of California, ordered the State, over objections from the
Governor, to provide funding to allow the school year to be completed, and an
emergency loan was arranged by the State Controller. On appeal, the California
Supreme Court in late December 1992 upheld the lower court's action, ruling
that the State Constitution's guarantee of public education required the State
to ensure a full year's education in all school districts. The Court, however,
overturned a portion of the original order relating to the source of funds for
RUSD's emergency loan; the decision leaves unclear just where the State must
find funds to make any future loans of this kind.

Obligations of the State of California. As of February 1,
1993, the State had approximately $17.0 billion of general obligation bonds
outstanding and $8.6 billion remained authorized but unissued. In addition, at
June 30, 1992, the State had lease-purchase obligations, payable from the
State's General Fund, of approximately $2.9 billion. The State issued
approximately $4 billion of general obligation bonds in calendar year 1991, and
$3 billion in 1992. This is expected to decline further in 1993 and 1994. Of
the State's outstanding general obligation debt, approximately 28% is presently
self-liquidating (for which program revenues are anticipated to be sufficient
to reimburse the General Fund for debt service payments). In FY 1991-92, debt
service on general obligation bonds and lease-purchase debt was approximately
3.2% of General Fund revenues. The State has paid the principal of and
interest on its general obligations bonds, lease-purchase debt, and short-term
obligations when due.

Economy. California's economy is the largest among the 50
states and one of the largest in the world. The State's population grew by 26%
in the 1980s and, at over 31 million, it now represents 12.3% of the total
United States population. Total personal income in the State, at an estimated
$645 billion in 1993, accounts for about 13% of all personal income in the
nation. Total employment is almost 14 million, the majority of which is in the
service, trade, and manufacturing sectors.

Since the start of the 1990-91 Fiscal Year, the State has
faced the worst economic, fiscal and budget conditions since the 1930s.
Construction, manufacturing (especially aerospace), exports and financial
services, among others, have all been severely affected. Job losses have been
the worst of any post-war recession. Employment levels are expected to
stabilize by late 1993 before net employment starts to increase, and
pre-recession job levels are not expected to be

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reached for several more years. Unemployment reached 10 percent in November
1992 and is expected to remain above 9 percent through 1993 and 1994.
According to the Department of Finance, recovery from the recession in
California is not expected in meaningful terms until late 1993 or 1994,
notwithstanding signs of recovery elsewhere in the nation.

The recession has seriously affected State tax revenues. It
has also caused increased expenditures for health and welfare programs. The
State has also been facing a structural imbalance in its budget with the
largest programs supported by the General Fund -- K-12 schools and community
colleges, health and welfare, and corrections -- growing at rates higher than
the growth rates for the principal revenue sources of the General Fund. As a
result, the State has experienced recurring budget deficits. The Controller
reports that expenditures exceeded revenues for four of the five fiscal years
ending with 1991-92. Revenues and expenditures were essentially equal in
1992-93, but the original budget for that year projected revenues exceeding
expenditures by $2.6 billion. By June 30, 1993, according to the Department of
Finance, the State's Reserve for Economic Uncertainties had a deficit, on a
budget basis, of approximately $2.8 billion.

A further consequence of the large budget imbalances over the
last three fiscal years has been that the State depleted its available cash
resources and has had to use a series of external borrowings to meet its cash
needs.

The 1993-94 Budget Act is projected to have $40.6 billion of
General Fund revenues and transfers and $38.5 billion of budgeted expenditures.

As a result of the deterioration in the State's budget and
cash situation in fiscal years 1991-92 and 1992-93, the rating agencies reduced
the State's credit ratings. Between October 1991 and October 1992 the rating
on the State's general obligation bonds was reduced by S&P from "AAA" to "A+"
and by Moody's from "AAA" to "AA."

The Department of Finance Bulletins for July, August, and
September, 1993 reported that California entered the fourth year of recession
in June, 1993 with few signs of any sustained turnaround in the economy, which
remains sluggish. In the year from August, 1992 to August, 1993, an estimated
173,000 more jobs had been lost, principally in manufacturing. A small gain in
nonfarm employment in July, 1993 was offset by a larger loss of 22,000 jobs in
August, 1993. Unemployment has risen in the last few months to 9.0 percent in
August. Changes in the rate have been primarily due to changes in the labor
force; actual jobs and job-seekers declined in August, 1993. This was
consistent with a report issued by the Department of Finance indicating that
California suffered a net loss of 150,000 residents to other states in the last
fiscal year; overall population still grew due to births and foreign
immigration. Both residential and nonresidential real estate construction
remained in a sustained slump, and were, in May, 1993 both at or close to the
lowest levels since the start of the recession.

Finally, the Department of Finance noted that California would
be hit hard by the latest round of federal military base closings and force
realignments, which will be implemented over the remaining years of the decade.
California was estimated to have 22 percent of the nation's

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defense spending, but might suffer 25-30 percent of the defense spending cuts
over the next five years. The Department also estimates that the recent
federal Budget Reconciliation Act will have a disproportionate and negative
impact on California. California would suffer 19.5 percent of the outlay
reductions, which rely heavily on defense budget cuts, and the State, with many
high income taxpayers, will pay nearly 14.5 percent of the tax increases,
compared to 12 percent of the nation's population.

Recent State Financial Results. The principal sources of
State General Fund revenues in 1991-92 were the California personal income tax
(42% of total revenues), the sales tax (39%), bank and corporation taxes (11%),
and the gross premium tax on insurance (3%). The State maintains a Special
Fund for Economic Uncertainties (the "SFEU"), derived from General Fund
revenues, as a reserve to meet cash needs of the General Fund, but which is
required to be replenished as soon as sufficient revenues are available.
Year-end balances in the SFEU are included for financial reporting purposes in
the General Fund balance.

Inter-fund borrowing has been used for many years to meet
temporary imbalances of receipts and disbursements in the General Fund. As of
June 30, 1993, there were outstanding loans in the aggregate principal amount
of $43 million to the General Fund from the Special Fund for Economic
Uncertainties, and outstanding loans in the aggregate principal amount of
$3.016 billion to the General Fund from the Special Funds. On June 30, 1993,
the General Fund also had been supplemented with the proceeds of the sale of
$2.0 billion of revenue anticipation warrants on June 23, 1993. Inter-fund
borrowing is also permitted from certain other Special Funds under specified
circumstances.

In the years following enactment of the federal Tax Reform Act
of 1986, and conforming changes to the State's tax laws, the State experienced
a series of fiscal years in which revenue came in significantly higher or lower
than original estimates. The 1989-90 Fiscal Year ended with revenues below
estimate, so that the State's budget reserve (the SFEU) was fully depleted by
June 30, 1990. In approaching the 1990-91 Fiscal Year budget, the Governor
stated that a structural imbalance existed in the budget. The largest General
Fund programs -- K-14 education, health, welfare and corrections -- were
increasing faster than the revenue base, driven by the State's rapid population
increases in the mid to late 1980's. The Governor estimated that a $3.6
billion gap needed to be closed in order to fund all State programs at their
legislated levels (including costs of living adjustments, or "COLAs"), and to
restore a $1.3 billion budget reserve. The Governor called for structural
changes to programs in order to close this budget gap.

The 1990-91 Budget Act closed the budget gap with a
combination of revenue increases, structural program changes, expenditure
reductions, and one-time deferrals and adjustments. As enacted, the Governor
estimated there would be a balance in the SFEU at June 30, 1991 of
approximately $1.3 billion. However, it became evident shortly after the
fiscal year began that revenues were coming in substantially lower than
estimated, as the State and national economies were affected by the recession
which began in summer 1990, and by the Persian Gulf crisis. It was eventually
determined that revenues in all major categories (except insurance taxes) were
lower than receipts in the 1989-90 Fiscal Year, the first such year-to-year
decline since the 1930s.

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Although the new Administration, which took office in January
1991, announced substantially reduced revenue projections in the January 1991
Governor's Budget, the weaknesses of the economy resulted in actual receipts in
the second half of the 1990-91 Fiscal Year falling well below even those
projections. In addition, expenditures for health and welfare programs were
higher than originally budgeted, consistent with the ongoing recession. As a
result of these factors, the General Fund ended the 1990-91 Fiscal Year with a
large deficit.

The 1991-92 Budget Act projected General Fund expenditures of
$43.4 billion and Special Fund expenditures of $10.6 billion. The Department
of Finance estimated that there would be a balance in the SFEU on June 30, 1992
of $1.2 billion. An estimated $14.3 billion "budget gap" was closed through a
combination of temporary and permanent changes in laws and one-time budget
adjustments. The major features of the budget compromise were: program funding
reductions totaling $5.1 billion; a total of $5.1 billion of increased State
tax revenues; savings of $2.1 billion by returning certain health and welfare
programs to counties; and additional miscellaneous savings or revenue gains and
one-time accounting charges totaling $2.0 billion.

The 1991-92 Budget Act was based on economic forecasts showing
recovery from the recession would begin in summer or fall of 1991, but revenues
lagged behind projections from the start of the 1991-92 Fiscal Year. By the
time the Governor's Budget for 1992-93 was prepared in late 1991, it was
evident that the recession had been much more severe in the State than was
thought earlier, and that it was continuing longer than anticipated. As a
result, revenues for the 1991-92 Fiscal Year were much lower than originally
estimated and expenditures were higher, particularly in health and welfare
programs.

As a result of the revenue shortfalls accumulating for the
previous two fiscal years, the Controller in April, 1992 indicated that cash
resources (including borrowing from Special Funds) would not be sufficient to
meet all General Fund obligations due on June 30 and July 1, 1992. On June 25,
1992, the Controller issued $475 million of 1992 Revenue Anticipation Warrants
(the "1992 Warrants") in order to provide funds to cover all necessary payments
from the General Fund at the end of the 1991-92 Fiscal Year and on July 1,
1992. The 1992 Warrants were paid on July 24, 1992. In addition to the 1992
Warrants, the Controller reported that as of June 30, 1992, the General Fund
had borrowed $1.336 billion from the SFEU and $4.699 billion from other Special
Funds, using all but about $183 million of borrowable cash resources.

By the time the 1992-93 Governors Budget was presented in
January 1992, it was evident the recession was much deeper than earlier
anticipated. To balance the proposed budget, program reductions totalling
$4.365 billion and revenue and transfer increases of $872 million were proposed
for the 1991-92 and 1992-93 Fiscal Years. Economic performance in the State
continued to be sluggish after the 1992-93 Governor's Budget was prepared. By
the time of the May Revision, issued on May 20, 1992, the Administration
estimated that the 1992-93 Budget needed to address a gap of about $7.9
billion, much of which was needed to repay the accumulated budget deficits of
the previous two years.

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The severity of the budget crisis led to a long delay in
adopting the budget. With the failure to adopt a budget by July 1, 1992, which
would allow the State to carry out its normal annual cash flow borrowing, the
Controller was forced to issue registered warrants to pay a variety of
obligations representing prior years' or continuing appropriations, and
mandates from court orders. Available funds were used to make
constitutionally-mandated payments, such as debt service on bonds and revenue
anticipation warrants. Between July 1 and September 4, 1992 the Controller
issued a total of approximately $3.8 billion of registered warrants. After
that date, all remaining outstanding registered warrants (about $2.9 billion)
were called for redemption from proceeds of the issuance of 1992 Interim Notes
after the budget was adopted.

From July 1, 1992 until the Budget Act was signed on September
2, 1992 many State vendors went unpaid for services rendered or supplies
delivered during this period. Certain obligations, such as employee salaries,
welfare payments, school apportionments, debt service and (until August 14
only) Medi-Cal reimbursements, were paid (although in many cases with
registered warrants) based on continuing or special appropriations, or court
orders. The level of these payments was consistent with, and reflected in, the
1992-93 Budget Act. State employees filed suit against the State alleging that
payment of their salaries with registered warrants violated federal labor laws.

The 1992-93 Budget Act provided for expenditures of $57.4
billion and consisted of General Fund expenditures of $40.8 billion and Special
Fund and Bond Fund expenditures of $16.6 billion. The Department of Finance
estimated in September, 1992 that there would be a balance in the SFEU of $28
million on June 30, 1993. Following enactment of the 1992-93 Budget Act, the
State immediately undertook its regular cash flow borrowing program for the
1992-93 Fiscal Year.

The $7.9 billion budget gap was closed through use of some
increased revenues and transfers, but primarily with expenditure cuts. The
principal reductions were in health and welfare, K-12 schools and community
colleges, state aid to local governments, higher education (partially offset by
increased student fees), and various other programs. In addition, funds were
transferred from special funds, collections of State revenues were accelerated,
and other adjustments were made.

After the 1992-93 Budget Act was enacted and as confirmed in
the Governor's Budget proposal for 1993-94, released on January 8, 1993, it
became evident that economic conditions in the State were not beginning to
improve in the second half of 1992, as assumed by the Department of Finance's
May 1992 economic estimates, which underlay the 1992-93 Budget Act. This was
exacerbated by enactment of an initiative measure in November, 1992 which
repealed a sales tax for certain candy, snack foods and bottled water, reducing
revenues by about $300 million for a full fiscal year ($200 million in
1992-93). The January Governor's budget projected a $2.1 billion budget
deficit at June 30, 1993 (compared to the 1992-93 Budget Act projection of a
$28 million balance).

On May 20, 1993, the Department of Finance released its May
Revision to the January Governor's Budget (the "May Revision"), updating
revenue and expenditure projections and

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proposals for the 1992-93 and 1993-94 fiscal years. The May Revision projected
that the General Fund would end the fiscal year on June 30, 1993 with an
accumulated budget deficit of about $2.8 billion, and a negative fund balance
of about $2.2 billion (the difference being certain reserves for encumbrances
and school funding costs). The Governor projected revenues for 1992-93 of
$41.0 billion, $1.0 billion less than in the 1991-92 fiscal year. On the
expenditure side, the continued recession increased health and welfare costs
above the original Budget Act projections. Also, property tax receipts at the
local level were less than projected, so that the State will not get the full
$1.3 billion benefit from the property tax shift enacted in the Budget Act.
Overall, the May Revision projected total General Fund expenditures of $41.1
billion for the 1992-93 fiscal year, about $300 million higher than the Budget
Act and $2.2 billion less than Fiscal Year 1991-92.

The January Governor's Budget had projected that, because of
severely reduced revenues, the State would face a cash flow shortfall in May
1993, necessitating additional external borrowing. The State met this cash
flow need by issuing $3.0 billion of revenue anticipation notes on April 26,
1993, which matured on June 24, 1993. On June 23, 1993, the State also issued
the 1993 Revenue Anticipation Warrants, which mature on December 23, 1993, in
the principal amount of $2.0 billion to meet cash flow requirements for the end
of the 1992-93 Fiscal Year and the start of the 1993-94 Fiscal Year.

The 1993-94 Fiscal Year represents the third consecutive year
the Governor and the Legislature were faced with a very difficult environment,
requiring revenue actions and expenditure cuts totalling multiple billions of
dollars to produce a balanced budget. The Governor's Budget introduced on
January 8, 1993 proposed General Fund expenditures of $37.3 billion, with
projected revenues of $39.9 billion. It also proposed Special Fund
expenditures of $12.4 billion and Special Fund Revenues of $12.1 billion. To
balance the budget in the face of declining revenues, the Governor proposed a
series of revenue shifts from local government, reliance on increased federal
aid, and reductions in state spending.

The May Revision indicated that the revenue projections of the
January Budget Proposal were tracking well, with the full year 1992-93 about
$80 million higher than the January projection. Personal income tax revenue
was higher than projected, sales tax was close to target, and bank and
corporation taxes were lagging behind projections. The May Revision projected
the State would have an accumulated deficit of about $2.75 billion by June 30,
1993. The Governor proposed to eliminate this deficit over an 18-month period.
He also agreed to retain the 0.5 percent sales tax scheduled to expire June 30,
1993 for a six-month period, dedicated to local public safety purposes, with a
November election to determine a permanent extension. Unlike previous years,
the Governor's Budget and May Revision did not calculate a "gap" to be closed,
but rather set forth revenue and expenditure forecasts and proposals designed
to produce a balanced budget.

The 1993-94 Budget Act was signed by the Governor on June 30,
1993, along with implementing legislation. The Governor vetoed about $71
million in spending. With enactment of the Budget Act, the State is proceeding
with its regular cash flow borrowing program for the fiscal year, which
includes issuance of approximately $2 billion of revenue anticipation notes.
This act is predicated on General Fund revenues and transfers estimated at
$40.6 billion, about

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$700 million higher than the January Governor's Budget, but still about $400
million below 1992-93 (and the second consecutive year of actual decline). The
principal reasons for declining revenue are the continued weak economy and the
expiration (or repeal) of three fiscal steps taken in 1991 -- a half cent
temporary sales tax, a deferral of operating loss carry forwards, and repeal by
initiative of a sales tax on candy and snack foods. The 1993-94 Budget Act
also assumes Special Fund revenues of $11.9 billion, an increase of 2.9 percent
over 1992-93.

The 1993-94 Budget Act includes General Fund expenditures of
$38.5 billion (a 6.3 percent reduction from projected 1992-93 expenditures of
$41.1 billion), in order to keep a balanced budget within the available
revenues. The Budget also includes Special Fund expenditures of $12.1 billion,
a 4.2 percent increase.

The 1993-94 Budget Act contains no General Fund tax/revenue
increases other than a two-year suspension of the renters' tax credit. The
Administration continues to predict that population growth in the 1990's will
keep upward pressure on major State programs, such as K-14 education, health
and welfare and corrections, outstripping projected revenue growth in an
economy only very slowly emerging from a deep recession.

The September 1993 Bulletin of the Department of Finance
reports that General Fund revenues in August, 1993 were $79 million, or about
2.6 percent, above updated May Revision estimates, but about $65 million of
this was apparently due to an administrative problem in refunds which will
appear next month. July and August 1993 combined revenues were $86 million or
1.7 percent above projections, with all three major tax sources tracking
projections well. August, 1993 sales tax receipts were 10.5% above
projections, offsetting weak results in June and July. The Department of
Finance continues to report, however, that economic activity in the State
remains sluggish. The Department of Finance also reports that the State will
only receive approximately $450 million in aid from the Federal Government to
offset the health and welfare costs associated with foreign immigrants living
in the State, substantially less than the $692 million contemplated by the
1993-94 Budget Act.

On June 2, 1993, the Commission on State Finance ("COSF")
issued its Quarterly General Fund Forecast, which assessed the Governor's May
Revision. The COSF report projected stagnant economic conditions through 1994,
and agreed generally with the Governor's economic projections, although the
COSF showed slightly lower growth than the Governor in some State economic
factors. The COSF projects about $700 million lower revenues in 1993-94 than
the May Revision, principally because the COSF believes most of the increase in
personal income taxes seen late in 1992-93 came from a one-time income shift,
rather than reflecting a permanent base of greater tax revenues. The COSF also
shows other major taxes (and local property taxes) a little weaker than the May
Revision, with a resulting increase in expenditures to make up the property tax
shortfall for school financing. Altogether, COSF projects in its "Primary
Forecast" that the fund balance at June 30, 1994 would be over $800 million
less than the May Revision forecast.

22
<PAGE> 130

The COSF report includes two alternative forecasts based on
either continued recession, or stronger recovery. The pessimistic forecast is
$1.5 billion worse at June 30, 1994 than the Primary Forecast, and the
optimistic forecast is about $1.5 billion better.

OBLIGATIONS OF OTHER ISSUERS.

State Assistance. Property tax revenues received by local
governments declined more than 50% following passage of Proposition 13.
Subsequently, the California Legislature enacted measures to provide for the
redistribution of the State's General Fund surplus to local agencies; the
reallocation of certain State revenues to local agencies; and the assumption of
certain governmental functions by the State to assist municipal issuers to
raise revenues. Total local assistance from the State's General Fund totaled
approximately $33.0 billion in FY 1991-92 (about 75% of General Fund
expenditures) and has been budgeted at $31.1 billion for FY 1992-93, including
the effect of implementing reductions in certain aid programs. To reduce State
General Fund support for school districts, the 1992-93 Budget Act caused local
governments to transfer $1.3 billion of property tax revenues to school
districts, representing loss of almost half the post-Proposition 13 "bailout"
aid. The Governor has proposed in his 1993-94 Budget that local governments
transfer a further $2.5 billion of property taxes to school districts, with the
possibility that they could raise taxes at the local level to make up some of
the shortfall.

To the extent the State should be constrained by its Article
XIIIB appropriations limit, or its obligation to conform to Proposition 98, or
other considerations, the absolute level, or the rate of growth, of State
assistance to local governments may continue to be reduced. Any such
reductions in State aid could compound the serious fiscal constraints already
experienced by many local governments, particularly counties. At least one
rural county (Butte) publicly announced that it might enter bankruptcy
proceedings in August 1990, although such plans were put off after the Governor
approved legislation to provide additional funds for the county. Other
counties have also indicated that their budgetary condition is extremely grave.
A school district (Richmond Unified) recently filed for protection under
bankruptcy laws, but the petition was later dismissed; other school districts
have indicated financial stress, although none has threatened bankruptcy.

Assessment Bonds. Municipal obligations which are assessment
bonds or Mello-Roos bonds may be adversely affected by a general decline in
real estate values or a slow-down in real estate sales activity. In many
cases, such bonds are secured by land which is undeveloped at the time of
issuance but anticipated to be developed within a few years after issuance. In
the event of such reduction or slowdown, such development may not occur or may
be delayed, thereby increasing the risk of a default on the bonds. Because the
special assessments or taxes securing these bonds are not the personal
liability of the owners of the property assessed, the lien on the property is
the only security for the bonds. Moreover, in most cases the issuer of these
bonds is not required to make payments on the bonds in the event of delinquency
in the payment of assessments or taxes, except for amounts, if any, in a
reserve fund established for the bonds.

California Long-Term Lease Obligations. Certain California
long-term lease obligations, though typically payable from the general fund of
the municipality, are subject to

23
<PAGE> 131

"abatement" in the event the facility being leased is unavailable for
beneficial use and occupancy by the municipality during the term of the lease.
Abatement is not a default, and there may be no remedies available to the
holders of the certificates evidencing the lease obligation in the event
abatement occurs. The most common causes of abatement are failure to complete
construction of the facility before the end of the period during which lease
payments have been capitalized and uninsured casualty losses to the facility
(e.g., due to earthquake). In the event abatement occurs with respect to a
lease obligation, lease payments may be interrupted (if all available insurance
proceeds and reserves are exhausted) and the certificates may not paid when
due.

Several years ago, the Richmond Unified School District
("RUSD") entered into a lease transaction in which certain existing properties
of the RUSD were sold and leased back in order to obtain funds to cover
operating deficits. Following a fiscal crisis in which the RUSD's finances
were taken over by a State receiver (including a brief period under bankruptcy
court protection), the RUSD failed to make rental payments on this lease,
resulting in a lawsuit by the Trustee for the Certificate of Participation
holder, in which the State was named defendant (on the grounds that it
controlled the RUSD's finances). One of the defenses raised in answer to this
lawsuit was the invalidity of the original lease transaction. The trial court
has upheld the validity of the RUSD's lease but an appeal has been filed by the
State. Any ultimate judgment against the Trustee may have implications for
lease transactions of a similar nature by other California entities.

Other Considerations. The repayment of Industrial Development
Securities secured by real property may be affected by California laws limiting
foreclosure rights of creditors. Health Care and Hospital Securities may be
affected by changes in State regulations governing cost reimbursements to
health care providers under Medi-Cal (the State's Medicaid program), including
risks related to the policy of awarding exclusive contracts to certain
hospitals.

Limitations on ad valorem property taxes may particularly
affect "tax allocation" bonds issued by California redevelopment agencies.
Such bonds are secured solely by the increase in assessed valuation of a
redevelopment project area after the start of redevelopment activity. In the
event that assessed values in the redevelopment project decline (for example,
because of a major natural disaster such as an earthquake), the tax increment
revenue may be insufficient to make principal and interest payments on those
bonds. Both Moody's and S&P suspended ratings on California tax allocation
bonds after the enactment of Articles XIIIA and XIIIB, and only resumed such
ratings on a selective basis.

Proposition 87, approved by California voters in 1988,
requires that all revenues produced by a tax rate increase go directly to the
taxing entity which increased such tax to repay that entity's general
obligation indebtedness. As a result, redevelopment agencies (which,
typically, are the Issuers of Tax Allocation Securities) no longer receive an
increase in tax increment when taxes on property in the project area are
increased to repay voter-approved bonded indebtedness.

Substantially all of California is within an active geologic
region subject to major seismic activity. Any California Municipal Obligation
in the California Tax-Free Master Series

24
<PAGE> 132

could be affected by an interruption of revenues because of damaged facilities
or, consequently, income tax deductions for casualty losses or property tax
assessment reductions. Compensatory financial assistance could be constrained
by the inability of (i) an issuer to have obtained earthquake insurance
coverage at reasonable rates; (ii) an insurer to perform on its contracts of
insurance in the event of widespread losses; or (iii) the federal or State
government to appropriate sufficient funds within their respective budget
limitations.

The October 1989 Northern California earthquake is estimated
to have resulted in a $2 billion (0.3%) reduction in personal income statewide,
but wage effects were minor and largely offset by reconstruction activity. The
federal government has committed approximately $3.5 billion to earthquake
relief, and, shortly after the event, the California Legislature enacted, in
special session, a temporary increase in the sales tax rate to finance relief
efforts. The earthquake was not expected to materially affect California's
economy.

Because of the complex nature of Articles XIIIA and XIIIB of
the California Constitution (described briefly above), the ambiguities and
possible inconsistencies in their terms, and the impossibility of predicting
future appropriations or changes in population and the cost of living, and the
probability of continuing legal challenges, it is not currently possible to
determine fully the impact of Article XIIIA or Article XIIIB, or the outcome of
any pending litigation with respect to those provisions on California
obligations in the California Tax-Free Master Series or on the ability of the
State or local governments to pay debt service on such obligations.
Legislation has been or may be introduced (either in the Legislature or by
initiative) which would modify existing taxes or other revenue-raising measures
or which either would further limit or, alternatively would increase the
abilities of state and local governments to impose new taxes or increase
existing taxes. It is not presently possible to predict the extent to which
any such legislation will be enacted, or if enacted, how it would affect
California municipal obligations. It is also not presently possible to predict
the extent of future allocations of state revenues to local governments or the
abilities of state or local governments to pay the interest on, or repay the
principal of, such California municipal obligations in light of future fiscal
circumstances.

* * *

The taxable securities market is a broader and more liquid
market with a greater number of investors, issuers and market makers than the
market for municipal securities. The more limited marketability of municipal
securities may make it difficult in certain circumstances to dispose of large
investments advantageously.

MANAGEMENT

Directors and Officers. The principal occupations during the
past five years of the Directors and executive officers of the Company are
listed below. Each of the Officers and Directors of the Company serve in the
identical capacity as Officers and Trustees of the Master Trust. The address
of each, unless otherwise indicated, is 111 Center Street, Little Rock,
Arkansas 72201. Directors deemed to be "interested persons" of the Company for
purposes of the 1940 Act are indicated by an asterisk.

25
<PAGE> 133

*R. Greg Feltus, 44 Trustee, Senior Vice President
Chairman and of Stephens; Manager
President of Financial Services
Group; President of
Stephens Insurance
Services Inc.; Senior
Vice President of
Stephens Sports
Management Inc.; and
President of
Investors Brokerage
Insurance Inc.

Thomas S. Goho, 53 Trustee Associate Professor
321 Beechcliff Court of Finance of the
Winston-Salem, NC 27104 School of Business
and Accounting at
Wake Forest
University since
1983. Financial
Planner and President
of Piedmont Financial
Planning since 1983.

*Zoe Ann Hines, 46 Trustee Senior Vice President
of Stephens and
Director of Brokerage
Accounting; and
Secretary of Stephens
Resource Management.

*W. Rodney Hughes, 69 Trustee Private Investor.
31 Dellwood Court
San Rafael, CA 94901

</TABLE>

26
<PAGE> 134

<TABLE>
<S> <C> <C>
Robert M. Joses, 77 Trustee Private Investor.
47 Dowitcher Way
San Rafael, CA 94901

Richard H. Blank, Jr., 39 Chief Associate of
Operating Financial Services
Officer, Group of Stephens;
Secretary and Director of Stephens
Treasurer Sports Management
Inc.; and Director of
Capo Inc.

Larry W. Bowden, 41 Vice President Vice President of
Stephens and
Assistant Manager of
Financial Services
Group; Senior Vice
President of Stephens
Insurance Services Inc.

Ellen M. Gray, 65 Vice President Senior Vice President of
Stephens and Director of
Investors Brokerage
Insurance Inc. Prior thereto,
Senior Vice President of
Eppler, Guerin & Turner, Inc.

E. Curtis Jeffries, 38 Vice President Associate of Financial Services
-- Marketing Group of Stephens. Prior
thereto, Account Supervisor of
Brooks-Pollard Co.

Jane G. Johnson, 41 Vice President Associate of Financial Services
Group of Stephens.

</TABLE>

27
<PAGE> 135

<TABLE>
<S> <C> <C>
Michael W. Nolte, 34 Assistant Associate of
Secretary Financial Services Group of Stephens.

Ann Bonsteel, 32 Assistant Associate of
Secretary Financial Services Group of Stephens.

</TABLE>

COMPENSATION TABLE

<TABLE>
<CAPTION>
Total Compensation
Aggregate Compensation from Registrant
Name and Position from Registrant and Fund Complex
- ----------------- ---------------------- -------------------
<S> <C> <C>
Jack S. Euphrat $8,688 $34,188
Director

*R. Greg Feltus 0 0
Director

Thomas S. Goho 8,688 34,188
Director

*Zoe Ann Hines 0 0
Director
*W. Rodney Hughes 8,188 32,188
Director

Robert M. Joses 8,688 34,188
Director

*J. Tucker Morse 8,188 32,188
Director
</TABLE>

Directors of the Company are compensated by the Company for
their services as indicated above and also are reimbursed for all out-of-pocket
expenses relating to attendance at board meetings. Each of the Directors and
Officers of the Company serves in the identical capacity as officers and
Directors of Overland Express Funds, Inc. and Stagecoach Funds, Inc., and as
Trustees and/or Officers of Stagecoach Trust, Master Investment Portfolio, Life
& Annuity Trust, Master Investment Trust and Managed Series Investment Trust,
each of which are registered open-end management investment companies and each
of which is considered to be in the same "fund complex," as such term is
defined in Form N-1A under the 1940 Act, as the Company. The Directors are
compensated by other Companies and Trusts within the fund complex for their
services as Directors/Trustees to such Companies and Trusts. Currently the
Directors do not receive any retirement benefits or deferred compensation from
the Company or any other member of the fund complex.

28
<PAGE> 136
As of the date of this SAI, Directors and officers of the
Company as a group beneficially owned less than 1% of the outstanding shares of
the Company.

Investment Adviser. The Funds have not engaged an investment
adviser. The Series are advised by Wells Fargo Bank pursuant to Advisory
Contracts approved by the Board of Trustees of the Master Trust. The Advisory
Contract for each Master Series provides that Wells Fargo Bank shall furnish to
the Master Series investment guidance and policy direction in connection with
the daily portfolio management of each Master Series. Pursuant to the Advisory
Contracts, Wells Fargo Bank furnishes to the Master Trust's Board of Trustees
periodic reports on the investment strategy and performance of each Master
Series.

Wells Fargo Bank has agreed to provide to each Master Series,
among other things, money market security and fixed-income research, analysis,
and statistical and economic data, and information concerning interest rate and
security market trends, portfolio composition, credit conditions and average
maturities of each Master Series' portfolio, and in the case of the California
Tax-Free Intermediate Income Master Series, California Tax-Free Short-Term
Income Master Series and Tax-Free Intermediate Income Master Series, average
maturities of the portfolios of such Master Series.

Each Advisory Contract will continue in effect for more than
two years provided the continuance is approved annually (i) by the holders of a
majority of the respective Master Series' outstanding voting securities or by
the Master Trust's Board of Trustees and (ii) by a majority of the Trustees of
the Master Trust who are not parties to the Advisory Contract or "interested
persons" (as defined in the 1940 Act) of any such party. The Advisory
Contracts may be terminated on 60 days' written notice by either party and will
terminate automatically if assigned.

Morrison & Foerster, counsel to the Company and the Master
Trust and special counsel to Wells Fargo Bank, has advised Wells Fargo Bank,
the Master Trust and the Company that Wells Fargo Bank should be able to
perform the services contemplated by the Advisory Contract, the Shareholder
Servicing Agreement, the Selling Group Agreement, the Agency Agreement, the
Custodian Agreement and the Prospectus, without violation of the Glass-Steagall
Act. Such counsel has pointed out, however, that there are no controlling
judicial or administrative interpretations or decisions and that future
judicial or administrative interpretations of, or decisions relating to,
present federal or state statutes and regulations relating to the permissible
activities of banks and their subsidiaries or affiliates, as well as future
changes in federal or state statutes and regulations and judicial or
administrative decisions or interpretations thereof, could prevent Wells Fargo
Bank from continuing to perform, in whole or in part, such services. If Wells
Fargo Bank were prohibited from performing any of such services, it is expected
that new agreements would be proposed or entered into with another entity or
entities qualified to perform such services.

Administrator and Distributor. The Company has retained
Stephens as administrator and distributor on behalf of the Funds. In addition,
the Trust has retained Stephens as administrator on behalf of the Master
Series. Under the respective Administration Agreements

29
<PAGE> 137

between Stephens and the Company and the Master Trust, Stephens shall provide
as administrative services, among other things: (i) general supervision of the
operation of the Funds and the Master Series, including coordination of the
services performed by the investment adviser (in the case of the Master
Series), transfer agent, custodian, shareholder servicing agent(s), independent
auditors and legal counsel, regulatory compliance, including the compilation of
information for documents such as reports to, and filings with, the SEC and
state securities commissions; and preparation of proxy statements and
shareholder reports for the Funds and the Master Series; and (ii) general
supervision relative to the compilation of data required for the preparation of
periodic reports distributed to the Company's and Master Trust's officers and
Boards. Stephens also furnishes office space and certain facilities required
for conducting the business of the Funds and the Master Series together with
those ordinary clerical and bookkeeping services that are not being furnished
by Wells Fargo Bank. Stephens also pays the compensation of the Master Trust's
and Company's Directors/Trustees, officers and employees who are affiliated
with Stephens.

In addition, under the Administration Agreement for the Growth
and Income Fund, Stephens bears all cost of the operations of the Fund and the
Company allocable to the Fund, except as provided in the Company's Custodian
Contracts and Agency Agreements. However, Stephens shall not be required to
bear any cost or expense which a majority of the disinterested Directors of the
Company deem to be an extraordinary expense.

------------------------

The Advisory Contract and Administration Agreement for each
Master Series or Fund, respectively, provide that if, in any fiscal year, the
total expenses of a Fund (including the Master Series in which it invests)
incurred by, or allocated to, the Fund and Master Series (excluding taxes,
interest, brokerage commissions and other portfolio transaction expenses,
expenditures that are capitalized in accordance with generally accepted
accounting principles, extraordinary expenses and amounts accrued or paid under
the Plan, but including the fees provided for in the Advisory Contract and the
Administration Agreement) exceed the most restrictive expense limitation
applicable to the Fund imposed by the securities laws or regulations of the
states in which the Fund's shares are registered for sale, Wells Fargo Bank and
Stephens shall waive their fees proportionately under the Advisory Contract and
the Administration Agreement, respectively, for the fiscal year to the extent
of the excess or reimburse the excess, but only to the extent of their
respective fees. The Advisory Contract and the Administration Agreement for
each Master Series and Fund, respectively, further provide that the Fund's and
Master Series' total expenses shall be reviewed monthly so that, to the extent
the annualized expenses for such month exceed the most restrictive applicable
annual expense limitation, the monthly fees under the contract and the
agreement shall be reduced as necessary. The most stringent applicable
restriction limits these expenses for any fiscal year to 2.5% of the first $30
million of a Fund's average net assets, 2% of the next $70 million of average
net assets, and 1.5% of the average net assets in excess of $100 million.

30
<PAGE> 138

DISTRIBUTION PLAN

The National Tax-Free Money Market Mutual Funds has adopted a
Distribution Plan (the "Distribution Plan") under Section 12(b) of the 1940 Act
and Rule 12b-1 thereunder. The Distribution Plan for the National Tax-Free
Money Market Mutual Fund was adopted by the Company's Board of Directors on May
2, 1995, including a majority of Directors who were not "interested persons"
(as defined in the 1940 Act) of the Fund and who had no direct or indirect
financial interest in the operation of the Distribution Plan (the "Qualified
Directors").

The Distribution Plan permits the National Tax-Free Money
Market Mutual Fund to pay Stephens, for distribution-related activities
provided and related expenses incurred, a monthly fee at the annual rate of up
to 0.05% of the average daily net assets of the Fund. The Distribution Plan
authorizes Stephens to compensate broker/dealers or financial institutions that
have entered into Selling Group Agreements with Stephens for
distribution-related series.

Each Fund (other than the Growth and Income Fund and the
National Tax-Free Money Market Mutual Fund) has adopted a Distribution and
Services Plan (the "Plans") under Section 12(b) of the 1940 Act and Rule 12b-1
thereunder. The Plan for each such Fund was adopted by the Company's Board of
Directors on October 26, 1993, including a majority of the Qualified Directors.

Each of the Funds that have adopted a Plan may defray all or
part of the cost of preparing and printing prospectuses and other promotional
materials and of delivering prospectuses and those materials to prospective
Fund shareholders, may compensate personnel of the distributor or reimburse the
distributor for compensation paid to Selling Agents for distribution-related or
sales support services, and may pay for any other activities primarily intended
to result in sale of shares of the Fund. Payments under the Plan also may be
used to compensate or reimburse Servicing Agents for shareholder liaison
services provided by entities that are dealers of record or which have a
servicing relationship with the beneficial owners of the Fund under a
Shareholder Servicing Agreement. Aggregate payments by such Funds may not
exceed on an annual basis 0.10% of the respective Fund's average daily net
assets.

The Distribution Plan and the Plans continue in effect from
year to year if such continuance is approved by a majority vote of both the
Directors of the Company and the Qualified Directors. Any Agreements related
to the Distribution Plan and the Plans also must be approved by such vote of
the Directors and the Qualified Directors. Such Agreements terminate
automatically if assigned, and may be terminated at any time, without payment
of any penalty, by a vote of a majority of the outstanding voting securities of
the respective Fund. The Distribution Plan and the Plans may not be amended to
increase materially the amounts payable thereunder without the approval of a
majority of the outstanding voting securities of the respective Fund, and no
material amendment to the Distribution Plan and the Plans may be made except by
a majority of both the Directors of the Company and the Qualified Directors.

The Distribution Plan and the Plans require the Company to
provide to the Directors, and the Directors to review, at least quarterly, a
written report of the amounts expended (and

31
<PAGE> 139

purposes therefor) under the Distribution Plan, Plans and any related
agreements. The Rule also requires that the selection and nomination of
Directors who are not "interested persons" of the Company be made by such
disinterested Directors.

CALCULATION OF YIELD AND TOTAL RETURN

The Non-Money Market Funds may advertise certain total return
information computed in the manner described in each such Fund's Prospectus.
As and to the extent required by the SEC, an average annual compound rate of
return ("T") is computed by using the value at the end of a specified period
("ERV") of a hypothetical initial investment ("P") over a period of years ("n")
according to the following formula: P(1+T)n = ERV. In addition, as indicated
in their Prospectuses, the Non-Money Market Funds, at times, also may calculate
total return based on net asset value per share (rather than the public
offering price), in which case the figures would not reflect the effect of any
sales charges that would have been paid by an investor, or based on the
assumption that a sales charge other than the maximum sales charge (reflecting
a Volume Discount) was assessed, provided that total return data derived
pursuant to the calculation described above also are presented.

As indicated in their Prospectuses, the Non-Money Market Funds
also may advertise certain yield information. As and to the extent required by
the SEC, yield is calculated based on a 30-day (or one month) period, computed
by dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period, according to
the following formula: YIELD = 2[((a-b:-cd)+1)6-1], where a = dividends and
interest earned during the period; b = expenses accrued for the period (net of
reimbursements); c = the average daily number of shares outstanding during the
period that were entitled to receive dividends; and d = the maximum offering
price per share on the last day of the period. The net investment income of a
Non-Money Market Fund includes actual interest income, plus or minus amortized
purchase discount (which may include original issue discount) or premium, less
accrued expenses. Realized and unrealized gains and losses on portfolio
securities are not included in the Fund's net investment income. For purposes
of sales literature, yield also may be calculated on the basis of the net asset
value per share rather than the public offering price, provided that the yield
data derived pursuant to the calculation described above also are presented.

The tax-equivalent yield for the Non-Money Market Funds
(except the Growth and Income Fund) also is computed by dividing that portion
of the yield of the Fund which is tax-exempt by one minus a stated income tax
rate and adding the product to that portion, if any, of the yield of the Fund
that is not tax-exempt.

The Money Market Funds may advertise certain yield
information. Yield for the Money Market Funds is calculated based on the net
changes, exclusive of capital changes, over a seven-or thirty-day period, in
the value of a hypothetical pre-existing account having a balance of one share
at the beginning of the period, subtracting a hypothetical charge reflecting
deductions from shareholder accounts, and dividing the difference by the value
of the account at the beginning of the base period to obtain the base period
return, and then multiplying the base period return by

32
<PAGE> 140

(365/7 or 365/30, as applicable) with the resulting yield figure carried to at
least the nearest hundredth of one percent.

Tax-equivalent yield for the Money Market Funds is computed by
dividing that portion of the yield of the Fund which is tax-exempt by one minus
a stated income tax rate and adding the product to that portion, if any, of the
yield of the Fund that is not tax-exempt.

Effective yield and effective tax-equivalent yield for the
Money Market Funds is calculated by determining the net change, or
tax-equivalent assumed net change, exclusive of capital changes, in the value
of a hypothetical pre-existing account having a balance of one share at the
beginning of the period, subtracting a hypothetical charge reflecting
deductions from shareholder accounts, and dividing the difference by the value
of the account at the beginning of the base period to obtain the base period
return, and then compounding the base period return by adding one, raising the
sum to a power equal to 365 divided by seven or thirty, as applicable, and
subtracting one from the result.

The yield for the Funds fluctuates from time to time, unlike
bank deposits or other investments that pay a fixed yield for a stated period
of time, and does not provide a basis for determining future yields since it is
based on historical data. Yield is a function of portfolio quality,
composition, maturity and market conditions as well as the expenses allocated
to the Fund.

Yield information for a Fund may be useful in reviewing the
performance of the Fund and for providing a basis for comparison with
investment alternatives. A Fund's yield, however, may not be comparable to the
yields from investment alternatives because of differences in the foregoing
variables and differences in the methods used to value portfolio securities,
compute expenses and calculate yield.

In addition, investors should recognize that changes in the
net asset value of shares of the Non-Money Market Funds will affect the yield
of such Funds for any specified period, and such changes should be considered
together with a Fund's yield in ascertaining a Fund's total return to
shareholders for the period. Yield information for the Funds may be useful in
reviewing the performance of the Funds and for providing a basis for comparison
with investment alternatives. The yield of a Fund, however, may not be
comparable to the yields from investment alternatives because of differences in
the foregoing variables and differences in the methods used to value portfolio
securities, compute expenses and calculate yield.

Performance Comparisons. From time to time and only to the
extent the comparison is appropriate for a Fund, the Company may quote a Fund's
performance or price-earning ratio in advertising and other types of literature
as compared to the performance of the 91-Day Treasury Bill Average (Federal
Reserve), Lipper Money Market Fund Average, Donoghue Taxable Money Market Fund
Average, the S&P 500 Index, the Dow Jones Industrial Average, the Lehman
Brothers 20+ Treasury Index, the Lehman Brothers 5-7 Year Treasury Index,
Donoghue's Money Fund Averages, Real Estate Investment Averages (as reported by
the National Association of

33
<PAGE> 141

Real Estate Investment Trusts), Gold Investment Averages (provided by World
Gold Council), Bank Averages (which are calculated from figures supplied by the
U.S. League of Savings Institutions based on effective annual rates of interest
on both passbook and certificate accounts), average annualized certificate of
deposit rates (from the Federal Reserve G-13 Statistical Releases or the Bank
Rate Monitor), the Salomon One Year Treasury Benchmark Index, the Consumer
Price Index (as published by the U.S. Bureau of Labor Statistics), other
managed or unmanaged indices or performance data of bonds, municipal
securities, stocks or government securities (including data provided by
Ibbotson Associates), or by other services, companies, publications or persons
who monitor mutual funds on overall performance or other criteria. The S&P
Index and the Dow Jones Industrial Average are unmanaged indices of selected
common stock prices.

The Fund's performance also may be compared to those of other
mutual funds having similar objectives. This comparative performance could be
expressed as a ranking prepared by Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., Bloomberg Financial Markets, Morningstar, Inc.,
or other similar services which monitor the performance of mutual funds. The
Funds' performance is calculated by relating net asset value per share at the
beginning of a stated period to the net asset value of the investment, assuming
reinvestment of all gains distributions and dividends paid, at the end of the
period. The Money Market Funds' comparative performance is based on a
comparison of yields, as described above, or total return, as reported by
Lipper, Survey Publications, Donoghue or Morningstar, Inc. or other similar
services.

Any such comparisons may be useful to investors who wish to
compare a Fund's past performance with that of its competitors. Of course,
past performance cannot be a guarantee of future results. The Company also may
include, from time to time, a reference to certain marketing approaches of the
Distributor, including, for example, a reference to a potential shareholder
being contacted by a selected broker or dealer. General mutual fund statistics
provided by the Investment Company Institute may also be used.

The Company also may use the following information in
advertisements and other types of literature, only to the extent the
information is appropriate for a Fund: (i) the Consumer Price Index may be
used to assess the real rate of return from an investment in a Fund; (ii) other
government statistics, including, but not limited to, The Survey of Current
Business, may be used to illustrate investment attributes of a Fund or the
general economic, business, investment, or financial environment in which a
Fund operates; (iii) the effect of tax-deferred compounding on the investment
returns of a Fund, or on returns in general, may be illustrated by graphs,
charts, etc., where such graphs or charts would compare, at various points in
time, the return from an investment in a Fund (or returns in general) on a
tax-deferred basis (assuming reinvestment of capital gains and dividends and
assuming one or more tax rates) with the return on a taxable basis; and (iv)
the sectors or industries in which a Fund invests may be compared to relevant
indices of stocks or surveys (e.g., S&P Industry Surveys) to evaluate a Fund's
historical performance or current or potential value with respect to the
particular industry or sector.

In addition, the Company also may use, in advertisements and
other types of literature, information and statements: (1) showing that bank
savings accounts offer a guaranteed return of principal and a fixed rate of
interest, but no opportunity for capital growth; and (2) describing

34
<PAGE> 142

Wells Fargo Bank, and its affiliates and predecessors, as one of the first
investment managers to advise investment accounts using asset allocation and
index strategies. The Company also may include in advertising and other types
of literature information and other data from reports and studies prepared by
the Tax Foundation, including information regarding federal and state tax
levels and the related "Tax Freedom Day." The Company also may disclose in
sales literature the assets and categories of assets under management by the
Fund's or Master Series' investment adviser and its affiliates.

The Company also may discuss in advertising and other types of
literature that a Fund has been assigned a rating by a NRSRO, such as S&P.
Such rating would assess the creditworthiness of the investments held by a
Fund. The assigned rating would not be a recommendation to purchase, sell or
hold the Fund's shares since the rating would not comment on the market price
of the Fund's shares or the suitability of the Fund for a particular investor.
In addition, the assigned rating would be subject to change, suspension or
withdrawal as a result of changes in, or unavailability of, information
relating to the Fund or its investments. The Company may compare the Fund's
performance with other investments which are assigned ratings by NRSROs. Any
such comparisons may be useful to investors who wish to compare a Fund's past
performance with other rated investments.

The Company also may discuss in advertising and other types of
literature the features, terms and conditions of Wells Fargo Bank accounts
through which investments in the National Tax-Free Money Market Mutual Fund may
be made via a "sweep" arrangement, including, without limitation, the Managed
Sweep Account, the National Tax-Free Money Market Checking Account and the
National Tax-Free Money Market Access Account (collectively, the "Sweep
Accounts"). Such advertisements and other literature may include, without
limitation, discussions of such terms and conditions as the minimum deposit
required to open a Sweep Account, a description of the yield earned on shares
of the National Tax-Free Money Market Mutual Fund through a Sweep Account, a
description of any monthly or other service charge on a Sweep Account and any
minimum required balance to waive such service charges, any overdraft
protection plan offered in connection with a Sweep Account, a description of
any express transfer or "AutoSaver" plan offered in connection with a Sweep
Account, a description of any automated teller machine ("ATM") or check
privileges offered in connection with a Sweep Account and any other terms,
conditions, features or plans offered in connection with a Sweep Account. Such
advertising or other literature may also include a discussion of the advantages
of establishing and maintaining a Sweep Account, and may include statements
from customers as to the reasons why such customers have established and
maintained a Sweep Account.

DETERMINATION OF NET ASSET VALUE

Net asset value per share for a Fund is determined by the
Custodian on each day the Fund is open for trading. Each Fund's investments in
the corresponding Master Series of the Master Trust are valued at the net asset
value of such Master Series' shares.

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ALL MASTER SERIES EXCEPT THE MONEY MARKET SERIES

Master Series' securities for which market quotations are
available are valued at latest prices. Securities of a Master Series for which
the primary market is a national securities exchange or the National
Association of Securities Dealers Automated Quotations National Market System
are valued at last sale prices. In the absence of any sale of such securities
on the valuation date and in the case of other securities, including U.S.
Government obligations but excluding money market instruments maturing in 60
days or less, the valuations are based on latest quoted bid prices. Money
market instruments maturing in 60 days or less are valued at amortized cost,
with cost being the value of the security on the preceding day (61st day).
Futures contracts are marked to market daily at their respective settlement
prices determined by the relevant exchange. Options listed on a national
exchange are valued at the last sale price on the exchange on which they are
traded at the close of the NYSE, or, in the absence of any sale on the
valuation date, at latest quoted bid prices. Options not listed on a national
exchange are valued at latest quoted bid prices. Debt securities maturing in
60 days or less are valued at amortized cost. In all cases, bid prices are
furnished by an independent pricing service approved by the Board of Trustees.
Prices provided by an independent pricing service may be determined without
exclusive reliance on quoted prices and may take into account appropriate
factors such as institutional-size trading in similar groups of securities,
yield, quality, coupon rate, maturity, type of issue, trading characteristics
and other market data. Securities held under a repurchase agreement are valued
at a price equal to the amount of the cash investment at the time of valuation
on the valuation date. The market value of the underlying securities shall be
determined in accordance with the applicable procedures, as described above,
for the purpose of determining the adequacy of collateral. All other
securities and other assets of the Series for which current market quotations
are not readily available are valued at fair value as determined in accordance
with procedures adopted by the Trustees.

MONEY MARKET SERIES

As indicated in the Prospectuses of the Money Market Funds,
each Money Market Series uses the amortized cost method to determine the value
of its portfolio securities pursuant to Rule 2a-7 under the 1940 Act. The
amortized cost method involves valuing a security at its cost and amortizing
any discount or premium over the period until maturity, regardless of the
impact of fluctuating interest rates on the market value of the security.
While this method provides certainty in valuation, it may result in periods
during which the value, as determined by amortized cost, is higher or lower
than the price that a Money Market Series would receive if the security were
sold. During these periods the yield to a shareholder may differ somewhat from
that which could be obtained from a similar fund that uses a method of
valuation based upon market prices. Thus, during periods of declining interest
rates, if the use of the amortized cost method resulted in a lower value of the
California Tax-Free Money Market Master Series' or the Tax-Free Money Market
Master Series' portfolio on a particular day, a prospective investor in the
Series would be able to obtain a somewhat higher yield than would result from
investment in a fund using solely market values, and existing Series
shareholders would receive correspondingly less income. The converse would
apply during periods of rising interest rates.

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Rule 2a-7 provides that in order to value its portfolio using
the amortized cost method, a Money Market Series must maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase
securities having remaining maturities (as defined in Rule 2a-7) of thirteen
months or less and invest only in those high-quality securities that are
determined by the Board of Trustees of the Trust to present minimal credit
risks. The maturity of an instrument is generally deemed to be the period
remaining until the date when the principal amount thereof is due or the date
on which the instrument is to be redeemed. However, Rule 2a-7 provides that
the maturity of an instrument may be deemed shorter in the case of certain
instruments, including certain variable-and floating-rate instruments subject
to demand features. Pursuant to the Rule, the Board of Trustees of the Master
Trust is required to establish procedures designed to stabilize, to the extent
reasonably possible, a Master Series' price per share as computed for the
purpose of sales and redemptions at $1.00. Such procedures include review of
the Master Series' portfolio holdings by the Board of Trustees of the Master
Trust, at such intervals as it may deem appropriate, to determine whether the
Master Series' net asset value calculated by using available market quotations
deviates from $1.00 per share based on amortized cost. The extent of any
deviation will be examined by the Board of Trustees of the Master Trust. If
such deviation exceeds 1/2 of 1%, the Board will promptly consider what action,
if any, will be initiated. In the event the Board determines that a deviation
exists that may result in material dilution or other unfair results to
investors or existing shareholders, the Board will take such corrective action
as it regards as necessary and appropriate, including the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity, withholding dividends or establishing a net asset
value per share by using available market quotations.

PORTFOLIO TRANSACTIONS

The Master Trust has no obligation to deal with any dealer or
group of dealers in the execution of transactions in portfolio securities.
Subject to policies approved by the Master Trust's Board of Trustees, Wells
Fargo Bank is responsible for the Master Series' portfolio decisions and the
placing of portfolio transactions. In placing orders, it is the policy of the
Master Trust to obtain the best results taking into account the dealer's
general execution and operational facilities, the type of transaction involved
and other factors such as the dealer's risk in positioning the securities
involved. While Wells Fargo Bank generally seeks reasonably competitive
spreads or commissions, the Series will not necessarily be paying the lowest
spread or commission available.

Purchase and sale orders of the securities held by the Master
Series may be combined with those of other accounts that Wells Fargo Bank
manages, and for which it has brokerage placement authority, in the interest of
seeking the most favorable overall net results. When Wells Fargo Bank
determines that a particular security should be bought or sold for a Series and
other accounts managed by it, Wells Fargo Bank undertakes to allocate those
transactions among the participants equitably.

Except for the Growth and Income Series, purchases and sales
of securities usually will be principal transactions. Portfolio securities
normally will be purchased or sold from or

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to dealers serving as market makers for the securities at a net price. The
Series also will purchase portfolio securities in underwritten offerings and
may purchase securities directly from the issuer. Generally, municipal
obligations, taxable money market securities, adjustable rate mortgage
securities and collateralized mortgage obligations are traded on a net basis
and do not involve brokerage commissions. The cost of executing a Master
Series' portfolio securities transactions consists primarily of dealer spreads
and underwriting commissions. Under the 1940 Act, persons affiliated with the
Master Trust are prohibited from dealing with the Master Trust as a principal
in the purchase and sale of securities unless an exemptive order allowing such
transactions is obtained from the SEC or an exemption is otherwise available.

Wells Fargo Bank, as the investment adviser of each Master
Series, may, in circumstances in which two or more dealers are in a position to
offer comparable results for a Master Series portfolio transaction, give
preference to a dealer that has provided statistical or other research services
to Wells Fargo Bank. By allocating transactions in this manner, Wells Fargo
Bank is able to supplement its research and analysis with the views and
information of securities firms. Information so received will be in addition
to, and not in lieu of, the services required to be performed by Wells Fargo
Bank under the Advisory Contracts, and the expenses of Wells Fargo Bank will
not necessarily be reduced as a result of the receipt of this supplemental
research information. Furthermore, research services furnished by dealers
through which Wells Fargo Bank places securities transactions for each Master
Series may be used by Wells Fargo Bank in servicing its other accounts, and not
all of these services may be used by Wells Fargo Bank in connection with
advising such Master Series.

Portfolio Turnover. The portfolio turnover rates for the
California Tax-Free Intermediate Income Master Series, the California Tax-Free
Short-Term Income Master Series, the Growth and Income Master Series and the
Tax-Free Intermediate Income Master Series generally are not expected to
exceed 100%. The portfolio turnover rate of a Fund will not be a limiting
factor when Wells Fargo Bank deems portfolio changes appropriate.

Because the portfolios of the Money Market Series consist of
securities with relatively short-term maturities, such Master Series can expect
to experience high portfolio turnovers. A high portfolio turnover rate should
not adversely affect such Master Series (or corresponding Funds), however,
because portfolio transactions ordinarily will be made directly with principals
on a net basis and, consequently, the Money Market Series (and, accordingly,
the corresponding Funds) usually will not incur excessive transactions costs.

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FEDERAL INCOME TAXES

The Prospectus describes generally the tax treatment of
distributions by the Series and the Funds. This section of the SAI includes
additional information concerning federal income taxes.

Qualification as a regulated investment company under the Code
requires, among other things, that (a) at least 90% of a Fund's annual gross
income be derived from interest, payments with respect to securities loans,
dividends and gains from the sale or other disposition of securities or options
thereon; (b) a Fund derives less than 30% of its gross income from gains from
the sale or other disposition of securities or options thereon held for less
than three months; and (c) a Fund diversifies its holdings so that, at the end
of each quarter of the taxable year, (i) at least 50% of the market value of
the Fund's assets is represented by cash, government securities and other
securities limited in respect of any one issuer to an amount not greater than
5% of the Fund's assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in
the securities of any one issuer (other than U.S. Government obligations and
the securities of other regulated investment companies), or of two or more
issuers which the taxpayer controls and which are determined to be engaged in
the same or similar trades or businesses or related trades or businesses. For
purposes of complying with these qualification requirements, each Fund will
"look through" to its corresponding Series' investments. As a regulated
investment company, each Fund will not be subject to federal income tax on its
net investment income and net capital gains distributed to its shareholders,
provided that it distributes to its stockholders at least 90% of its net
investment income and tax-exempt income earned in each year.

A 4% nondeductible excise tax will be imposed on the Funds
(other than to the extent of a Fund's tax-exempt income) to the extent they do
not meet certain minimum distribution requirements by the end of each calendar
year. For this purpose, any income or gain retained by a Fund that is subject
to income tax will be considered to have been distributed by year-end. In
addition, dividends and distributions of taxable income declared payable as of
a date in October, November or December of any calendar year are deemed under
the Code to have been received by the shareholders on December 31 of that
calendar year if the dividend is actually paid in the following January. Such
dividends will, accordingly, be subject to income tax for the year in which the
record date falls. Each Fund intends to distribute substantially all of its
net investment income and net capital gains and, thus, expects not to be
subject to the excise tax.

Income and dividends received by a Fund from sources within
foreign countries may be subject to withholding and other taxes (generally at
rates of 10% to 40%) imposed by such countries. Tax conventions between
certain countries and the United States may reduce or eliminate such taxes.
Because not more than 50% of the value of the total assets of any Fund is
expected to consist of securities of foreign issuers, no Fund will be eligible
to elect to "pass through" foreign tax credits to shareholders.

Each Series of the Trust will be treated as a non-publicly
traded partnership rather than as a regulated investment company or a
corporation under the Code. As a non-publicly traded

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partnership under the Code, any interest, dividends and gains or losses of a
Series will be deemed to have been "passed through" to the related Fund and any
other investors in the Series, regardless of whether such interest, dividends
or gains have been distributed by the Series or losses have been realized by
the related Fund and any other investors. Therefore, to the extent a Series
were to accrue but not distribute any interest, dividends or gains, the Fund
would be deemed to have realized and recognized its proportionate share of
interest, dividends, gains or losses without receipt of any corresponding
distribution. However, each Series will seek to minimize recognition by
investors of interest, dividends, gains or losses without a corresponding
distribution.

Although dividends will be declared daily based on each day's
earnings, for federal income tax purposes a Fund's earnings and profits will be
determined at the end of each taxable year and will be allocated pro rata over
the entire year. For federal income tax purposes, only amounts paid out of
earnings and profits will qualify as dividends. In general, a Fund's
distributions constitute dividends only to the extent of its earnings and
profits which generally equals the net income and net realized gains of the
Fund. It is expected that a Fund's net income, on an annual basis, will equal
the dividends declared during the year.

Gains or losses on sales of portfolio securities by each Fund
generally will be long-term capital gains or losses if the securities have been
held by it for more than one year, except in certain cases including where the
Fund acquires a put or writes a call thereon. Other gains or losses on the
sale of securities will be short-term capital gains or losses. In addition,
any loss realized by a shareholder upon the sale or redemption of Fund shares
held less than six months is disallowed to the extent of any exempt-interest
dividends received by the shareholder. Gain recognized on the disposition of a
debt obligation (including, with respect to obligations purchased after April
30, 1993, tax-exempt obligations) purchased by a Fund at a market discount
(generally, at a price less than its principal amount) will be treated as
ordinary income to the extent such discount had not previously been included in
income. As of the printing of this SAI, the maximum individual tax rate
applicable to ordinary income is 39.6%, the maximum individual rate applicable
to net realized capital gains is 28% and the maximum corporate tax rate
applicable to ordinary income and net realized capital gains is 35%.

However, to eliminate the benefit of lower marginal corporate
income tax rates, corporations which have taxable income in excess of $100,000
for a taxable year will be required to pay an additional amount of income tax
of up to $11,750 and corporations which have taxable income in excess of
$15,000,000 for a taxable year will be required to pay an additional amount of
income tax of up to $100,000.

If a shareholder exchanges or otherwise disposes of shares of
a Fund within 90 days of having acquired such shares, and if, as a result of
having acquired those shares, the shareholder subsequently pays a reduced sales
charge for shares of the particular Fund, or of a different fund, the sales
charge previously incurred acquiring the Fund's shares shall not be taken into
account (to the extent such previous sales charges do not exceed the reduction
in sales charges) for the purpose of determining the amount of gain or loss on
the exchange, but will be treated as having been incurred in the acquisition of
such other shares. Any loss realized on a redemption or

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exchange of shares of a Fund will be disallowed to the extent shares are
reacquired within the 61-day period beginning 30 days before and ending 30 days
after the shares are disposed of.

Corporate shareholders of the Growth and Income Fund may be
eligible for the dividends-received deduction on the dividends (excluding the
net capital gains dividends) paid by the Fund to the extent the Fund's income
is derived from dividends (which, if received directly, would qualify for such
deduction) received from domestic corporations. In order to qualify for the
dividends' received deduction, a corporate shareholder must hold the Fund
shares paying the dividends upon which the deduction is based for at least 46
days. Distributions from the other Funds will not qualify for the dividends
received deduction for corporate shareholders.

Foreign Shareholders. Under the Code, distributions of net
investment income by each Fund to a nonresident alien individual, nonresident
alien fiduciary of a trust or estate, foreign corporation, or foreign
partnership (a "foreign shareholder") will be subject to U.S. withholding tax
(at a rate of 30% or a lower treaty rate). Withholding will not apply if a
dividend paid by a Fund to a foreign shareholder is "effectively connected"
with a U.S. trade or business, in which case the reporting and withholding
requirements applicable to U.S. citizens or domestic corporations will apply.
Distributions of net long-term capital gains are not subject to tax
withholding, but in the case of a foreign shareholder who is a nonresident
alien individual, such distributions ordinarily will be subject to U.S. income
tax at a rate of 30% if the individual is physically present in the U.S. for
more than 182 days during the taxable year.

Other Matters. Investors should be aware that the investments
to be made by the Non-Money Market Funds may involve sophisticated tax rules
such as the original issue discount, marked to market and real estate mortgage
investment conduit ("REMIC") rules that would result in income or gain
recognition by the Fund without corresponding current cash receipts. Although
the Non-Money Market Funds will seek to avoid significant noncash income, such
noncash income could be recognized by the Funds, in which case the Fund may
distribute cash derived from other sources in order to meet the minimum
distribution requirements described above.

It is expected that the Net Income of each of the Money Market
Funds will be a positive amount at the time of each determination thereof. If,
however, the Net Income of a Money Market Fund determined at any time is a
negative amount (which could occur, for instance, upon nonpayment of interest
and/or principal by an issuer of a security held by the Money Market Fund or by
the corresponding Series), a Money Market Fund would, pursuant to a decision of
the Board of Directors as provided by SEC rules, first offset the negative
amount with respect to each shareholder account from the dividends declared
during the month with respect to each such account. If, and to the extent
that, such negative amount exceeds such declared dividends at the end of the
month, a Money Market Fund will reduce the number of its outstanding shares by
treating each shareholder as having contributed to the capital of the Money

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Market Fund that number of full and fractional shares in the account of such
shareholder which represents the shareholder's proportion of the amount of such
excess. Each shareholder will be deemed to have agreed to such contribution in
these circumstances by investing in a Money Market Fund.

Special Tax Considerations for the National Tax-Free Intermediate Income Fund,
National Tax-Free Money Market Mutual Fund, the California Tax-Free Short-Term
Income Fund, the California Tax-Free Intermediate Income Fund and the
California Tax-Free Money Market Fund.

Federal -- The portion of total dividends paid by a Fund with
respect to any taxable year that qualifies for exclusion from gross income
("exempt-interest dividends") will be the same for all shareholders receiving
dividends during such year. In order for each Fund to pay exempt-interest
dividends during any taxable year, at the close of each fiscal quarter at least
50% of the aggregate value of the Fund's assets must consist of tax-exempt
securities. In addition, the Fund must distribute 90% of the aggregate
interest excludable from gross income and 90% of the investment company taxable
income earned by it during the taxable year. Not later than 60 days after the
close of its taxable year, each Fund will notify its shareholders of the
portion of the dividends paid with respect to such taxable year which
constitutes exempt-interest dividends. The aggregate amount of dividends so
designated cannot exceed the excess of the amount of interest excludable from
gross income under Section 103 of the Code received by such Fund during the
taxable year over any amounts disallowed as deductions under Sections 265 and
171(a)(2) of the Code. In addition, market discount earned on tax-exempt
obligations will not qualify as tax-exempt income.

The Code treats interest on private activity bonds, as defined
therein, as an item of tax preference subject to an alternative minimum tax on
individuals and corporations at the applicable tax rates. It is expected that
exempt-interest dividends derived from MRBs will be subject to the alternative
minimum tax. As of the printing of the SAI, individuals are subject to an AMT
at a maximum rate of 28% and corporations at a rate of 20%. In addition to
tax-exempt interest on private activity bonds, other "tax preference items"
and "adjustments" which must be considered when calculating the AMT are state
and local taxes and the so-called bargain element of incentive stock options
(the difference between the exercise price and the stock's trading price when
the options are exercised). With respect to corporate shareholders of the
Tax-Free Funds, all interest on municipal bonds and other tax-exempt
obligations, including exempt-interest dividends paid by such Funds, is
included in adjusted current earnings in calculating federal alternative
minimum taxable income, and may also affect corporate federal "environmental
tax" liability.

In addition, any loss realized by a shareholder upon the sale
or redemption of shares of a Fund held less than six months is disallowed to
the extent of any exempt-interest dividends received by the shareholder.

Shareholders who may be "substantial users" (or related
persons of substantial users) with respect to municipal securities held by the
Funds should consult their tax advisers to determine whether exempt-interest
dividends and California exempt-interest dividends (as defined below) paid by
the Funds with respect to such obligations retain their federal and California
tax

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exclusions. In this connection, the rules regarding the possible
unavailability of exempt dividend treatment to substantial users are similar
for federal and California state tax purposes.

Long-term and/or short-term capital gain distributions will
not constitute exempt-interest dividends and will be taxed as capital gains and
ordinary income dividends, respectively. Moreover, interest on indebtedness
incurred by a shareholder to purchase or carry shares of a Fund is not
deductible for personal income tax purposes to the extent the shareholder
receives exempt-interest dividends during his or her taxable year.
Exempt-interest dividends will be tax exempt for purposes of personal income
tax.

California -- For the California Tax-Free Short-Term Income
Fund, the California Tax-Free Intermediate Income Fund and the California
Tax-Free Money Market Fund, if at the close of each quarter of the respective
Fund's taxable year, at least 50% of the value of such Fund's total assets
consists of obligations the interest on which, if such obligations were held by
an individual, would be exempt from California personal income tax (under
either the laws of California or of the United States), the Fund will be
entitled to pay dividends to its shareholders which will be exempt from
California personal income tax (hereinafter referred to as "California
exempt-interest dividends"). Under normal market conditions, the Funds will
invest primarily in municipal securities of the State of California, its
cities, municipalities and other political authorities. The Funds intend to
qualify under the above requirements so that they can pay California
exempt-interest dividends.

Not later than 60 days after the close of its taxable year,
each Fund will notify its shareholders of the portion of the dividends paid
which constitutes California exempt-interest dividends with respect to such
taxable year. The total amount of California exempt-interest dividends paid by
each Fund to all of its shareholders with respect to any taxable year cannot
exceed the amount of interest received by the Fund during such year on
California municipal securities and other obligations the interest on which is
tax exempt, less any expenses or expenditures (including any expenditures
attributable to the acquisition of securities of other investment companies).
Dividends paid by each Fund in excess of this limitation will be treated as
ordinary dividends subject to California personal income tax at ordinary rates.

Long-term and/or short-term capital gain distributions will
not constitute California exempt-interest dividends and will be taxed as
capital gains and ordinary income dividends, respectively. Moreover, interest
on indebtedness incurred by a shareholder to purchase or carry shares of a Fund
is not deductible for California personal income tax purposes to the extent the
shareholder receives California exempt-interest dividends during his or her
taxable year. Exempt-interest dividends will be tax exempt for purposes of the
California personal income tax. For corporate shareholders, dividends will be
subject to the corporate franchise taxes in California.

Other Matters. Shares of the Funds would not be suitable for
tax-exempt institutions and may not be suitable for retirement plans qualified
under Section 401 of the Code, H.R. 10 plans and IRAs since such plans and
accounts are generally tax-exempt and, therefore, would not benefit from the
exempt status of dividends from the Funds. Such dividends would be ultimately
taxable to the beneficiaries when distributed to them.

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CAPITAL STOCK

The Company, an open-end, management investment company, was
incorporated in Maryland on October 15, 1992. The authorized capital stock of
the Company consists of 11,900,000,000 shares having a par value of $.001 per
share. As of the date of this SAI, the Company's Board of Directors has
authorized the issuance of fourteen series of shares, each representing an
interest in one portfolio -- the Asset Allocation Fund, Bond Index Fund,
California Tax-Free Intermediate Income Fund, California Tax-Free Money Market
Fund, California Tax-Free Short-Term Income Fund, Growth and Income Fund,
Growth Stock Fund, Money Market Fund, National Tax-Free Intermediate Income
Series, National Tax-Free Money Market Mutual Fund, Overland National Tax-Free
Institutional Money Market Fund, S&P 500 Stock Fund, Short-Intermediate Term
Fund and U.S. Treasury Allocation Fund -- and the Board of Directors may, in
the future, authorize the issuance of other series of capital stock
representing shares of additional investment portfolios or funds.

All shares of a Fund have equal voting rights and will be
voted in the aggregate, and not by series, except where voting by a series is
required by law or where the matter involved only affects one series. For
example, a change in a Fund's fundamental investment policy would be voted upon
only by shareholders of the Fund involved. Additionally, approval of an
advisory contract is a matter to be determined separately by Fund. Approval by
the shareholders of one Fund is effective as to that Fund whether or not
sufficient votes are received from the shareholders of the other investment
portfolios to approve the proposal as to those investment portfolios. As used
in the Prospectus of each Fund and in this SAI, the term "majority," when
referring to approvals to be obtained from shareholders of the Fund, means the
vote of the lesser of (i) 67% of the shares of the Fund represented at a
meeting if the holders of more than 50% of the outstanding shares of the Fund
are present in person or by proxy, or (ii) more than 50% of the outstanding
shares of the Fund. The term "majority," when referring to the approvals to be
obtained from shareholders of the Company as a whole, means the vote of the
lesser of (i) 67% of the Company's shares represented at a meeting if the
holders of more than 50% of the Company's outstanding shares are present in
person or by proxy, or (ii) more than 50% of the Company's outstanding shares.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held.

Each share of a Fund represents an equal proportional interest
in the Fund with each other share and is entitled to such dividends and
distributions out of the income earned on the assets belonging to the Fund as
are declared in the discretion of the Directors. In the event of the

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liquidation or dissolution of the Company, shareholders of a Fund are entitled
to receive the assets attributable to the Fund that are available for
distribution, and a distribution of any general assets not attributable to a
particular investment portfolio that are available for distribution in such
manner and on such basis as the Directors in their sole discretion may
determine.

Shareholders are not entitled to any preemptive rights. All
shares, when issued, will be fully paid and non-assessable by the Company.

The Master Trust, an open-end, series management investment
company, was organized as a Delaware business trust on October 28, 1993. In
accordance with Delaware law and in connection with the tax treatment sought by
the Master Trust, the Master Trust's Declaration of Trust provides that its
investors would be personally responsible for Master Trust liabilities and
obligations, but only to the extent the Master Trust's property is insufficient
to satisfy such liabilities and obligations. The Declaration of Trust also
provides that the Master Trust shall maintain appropriate insurance (for
example, fidelity bonding and errors and omissions insurance) for the
protection of the Master Trust, its investors, Trustees, Officers, employees
and agents covering possible tort and other liabilities, and that investors
will be indemnified to the extent they are held liable for a disproportionate
share of Master Trust obligations. Thus, the risk of an investor incurring
financial loss on account of investor liability is limited to circumstances in
which both inadequate insurance exists and the Master Trust itself is unable to
meet its obligations.

The Declaration of Trust further provides that obligations of
the Master Trust are not binding upon the Trustees individually but only upon
the property of the Master Trust and that the Trustees will not be liable for
any action or failure to act, but nothing in the Declaration of Trust protects
a Trustee against any liability to which the Trustee would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of the Trustee's office.

The interests in each Series of the Master Trust have
substantially identical voting and other rights as those rights enumerated
above for shares of the Funds. The Master Trust also intends to dispense with
annual meetings, but is required by Section 16(c) of the Act to hold a special
meeting and assist investor communications under the circumstances described
above with respect to the Company. Whenever a Fund is requested to vote on a
matter with respect to the Master Trust, the Fund will hold a meeting of Fund
shareholders and will cast its votes as instructed by such shareholders.

In a situation where a Fund does not receive instruction from
certain of its shareholders on how to vote the corresponding shares of the
Master Trust, such Fund will vote such shares in the same proportion as the
shares for which the Fund does receive voting instructions.

As of July 12, 1995, the shareholders identified below were
known by the Company to own 5% or more of the indicated Fund's outstanding
shares in the following capacity:

45
<PAGE> 153

<TABLE>
<CAPTION>
Name and Address Percentage Capacity
Name of Fund of Shareholder of Fund Owned
- ------------ ---------------- ---------- --------
<S> <C> <C> <C>
National Tax-Free Stephens Inc. 100% Record
Money Market 111 Center Street
Mutual Fund Little Rock, AR 72201

</TABLE>

OTHER

The Registration Statement of the Master Trust and the
Company, including the Prospectuses describing each Fund, the SAI and the
exhibits filed therewith, may be examined at the office of the SEC in
Washington, D.C. Statements contained in the Prospectuses or the SAI as to the
contents of any contract or other document referred to herein or in the
Prospectuses are not necessarily complete, and, in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statements, each such statement being qualified in all respects by
such reference.

CUSTODIAN AND TRANSFER AND
DIVIDEND DISBURSING AGENT

Wells Fargo Bank has been retained to act as Custodian for
each Fund and Master Series. The Custodian, among other things, maintains a
custody account or accounts in the name of each Fund and Master Series;
receives and delivers all assets for each Fund and Master Series upon purchase
and upon sale or maturity; collects and receives all income and other payments
and distributions on account of the assets of each Fund and Master Series and
pays all expenses of each Fund and Master Series. Wells Fargo Bank is not
entitled to receive a fee for its services as Transfer and Dividend Disbursing
Agent and Custodian for both the Funds and the Master Series, it receives a
base fee and per-account fees from each Fund.

INDEPENDENT AUDITORS

46
<PAGE> 154

FINANCIAL INFORMATION

47
<PAGE> 155
SAI APPENDIX

The following is a description of the ratings given by Moody's
and S&P to corporate and municipal bonds, municipal notes, and corporate and
municipal commercial paper.

Corporate and Municipal Bonds

Moody's: The four highest ratings for corporate and municipal
bonds are "Aaa," "Aa," "A" and "Baa." Bonds rated "Aaa" are judged to be of the
"best quality" and carry the smallest amount of investment risk. Bonds rated
"Aa" are of "high quality by all standards," but margins of protection or other
elements make long-term risks appear somewhat greater than "Aaa" rated bonds.
Bonds rated "A" possess many favorable investment attributes and are considered
to be upper medium grade obligations. Bonds rated "Baa" are considered to be
medium grade obligations; interest payments and principal security appear
adequate for the present, but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. Such bonds
have speculative characteristics as well. Moody's applies numerical modifiers:
1, 2 and 3 in each rating category from "Aa" through "Baa" in its rating
system. The modifier 1 indicates that the security ranks in the higher end of
its category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end.

S&P: The four highest ratings for corporate and municipal
bonds are "AAA," "AA," "A" and "BBB." Bonds rated "AAA" have the highest
ratings assigned by S&P and have an extremely strong capacity to pay interest
and repay principal. Bonds rated "AA" have a "very strong capacity to pay
interest and repay principal" and differ "from the highest rated issued only in
small degree." Bonds rated "A" have a "strong capacity" to pay interest and
repay principal, but are "somewhat more susceptible" to adverse effects of
changes in economic conditions or other circumstances than bonds in higher
rated categories. Bonds rated "BBB" are regarded as having an "adequate
capacity" to pay interest and repay principal, but changes in economic
conditions or other circumstances are more likely to lead to a "weakened
capacity" to make such repayments. The ratings from "AA" to "BBB" may be
modified by the addition of a plus or minus sign to show relative standing
within the category.

Municipal Notes

Moody's: The highest ratings for state and municipal
short-term obligations are "MIG 1," "MIG 2," and "MIG 3" (or "VMIG 1," "VMIG 2"
and "VMIG 3" in the case of an issue having a variable rate demand feature).
Notes rated "MIG 1" or "VMIG 1" are judged to be of the "best quality." Notes
rated "MIG 2" or "VMIG 2" are of "high quality," with margins of protections
"ample although not as large as in the preceding group." Notes rated "MIG 3"
or "VMIG 3" are of "favorable quality," with all security elements accounted
for, but lacking the strength of the preceding grades.

A-1
<PAGE> 156
S&P: The "SP-1" rating reflects a "very strong or strong
capacity to pay principal and interest." Notes issued with "overwhelming safety
characteristics" will be rated "SP-1+." The "SP-2" rating reflects a
"satisfactory capacity" to pay principal and interest.

Corporate and Municipal Commercial Paper

Corporate Notes

A-2
<PAGE> 157

STAGECOACH INC.

OVERLAND NATIONAL TAX-FREE
INSTITUTIONAL MONEY MARKET FUND

STATEMENT OF ASSETS AND LIABILITIES

AS OF JULY 13, 1995

<TABLE>
<CAPTION>
ASSETS LIABILITIES
<S> <C> <C> <C>
SECURITIES AT VALUE $ 0 PAYABLES $
CASH 1,000 INCOME PAYABLE 0
RECEIVABLES CAP GAIN PAYABLE 0
ACCRUED INCOME 0 INV SEC PURCHASED 0
INV SEC SOLD 0 CAP SHRS REDEEMED 0
CAP SHRS SOLD 0 ACCRUED EXPENSES 30,000
OTHER RECEIVABLES 0 OTHER PAYABLES 0
OTHER ASSETS 30,000 OTHER LIABILITIES 0
TOTAL ASSETS 31,000 TOTAL LIABILITIES 30,000

SHAREHOLDERS EQUITY $1,000
SHARES OUTSTANDING 1,000
NET ASSET VALUE $ 1.00
</TABLE>

<PAGE> 158

STAGECOACH INC.

NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND

STATEMENT OF ASSETS AND LIABILITIES

AS OF JULY 13, 1995

<TABLE>
<CAPTION>
ASSETS LIABILITIES
<S> <C> <C> <C>
SECURITIES AT VALUE $ 0 PAYABLES $
CASH 1,000 INCOME PAYABLE 0
RECEIVABLES CAP GAIN PAYABLE 0
ACCRUED INCOME 0 INV SEC PURCHASED 0
INV SEC SOLD 0 CAP SHRS REDEEMED 0
CAP SHRS SOLD 0 ACCRUED EXPENSES 90,000
OTHER RECEIVABLES 0 OTHER PAYABLES 0
OTHER ASSETS 90,000 OTHER LIABILITIES 0
TOTAL ASSETS 91,000 TOTAL LIABILITIES 90,000

SHAREHOLDERS EQUITY $1,000
SHARES OUTSTANDING 1,000
NET ASSET VALUE $ 1.00
</TABLE>

<PAGE> 159
MANAGED SERIES INVESTMENT TRUST

TAX-FREE MONEY MARKET MASTER SERIES

STATEMENT OF ASSETS AND LIABILITIES

AS OF JULY 13, 1995

<TABLE>
<CAPTION>
<S> <C>
ASSETS LIABILITIES

SECURITIES AT VALUE $ 0 PAYABLES $
CASH 3,000 INCOME PAYABLE 0
RECEIVABLES CAP GAIN PAYABLE 0
ACCRUED INCOME 0 INV SEC PURCHASED 0
INV SEC SOLD 0 CAP SHRS REDEEMED 0
CAP SHRS SOLD 0 ACCRUED EXPENSES 12,500
OTHER RECEIVABLES 0 OTHER PAYABLES 0
OTHER ASSETS 12,500 OTHER LIABILITIES 0
TOTAL ASSETS 15,500 TOTAL LIABILITIES 12,500

SHAREHOLDERS EQUITY $3,000
SHARES OUTSTANDING 3,000
NET ASSET VALUE $ 1.00

</TABLE>

<PAGE> 160
STAGECOACH INC.
FILE NO. 33-54126; 811-7332

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

The Statement of Assets and Liabilities for the Overland National
Tax-Free Institutional Money Market Fund and National Tax-Free Money
Market Mutual Fund of the Company, and the Statement of Assets and
Liabilities for the Tax-Free Money Market Master Series of Managed
Series Investment Trust are included in Part B, Item 23.

The audited financial statements for the Company and the Trust are
incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed June 27, 1995.

(b) Exhibits:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
1(a) - Articles of Incorporation, incorporated by reference
to Initial Registration Statement, filed
November 2, 1992.

(b) - Articles Supplementary dated October 8, 1993,
incorporated by reference to Post-Effective Amendment
No. 1 to the Registration Statement, filed
November 1, 1993.

(c) - Articles Supplementary dated November 15, 1993,
incorporated by reference to Post-Effective Amendment
No. 2 to Registration Statement, filed March 11,
1994.

(d) - Amended and Restated Articles of Incorporation dated
June 27, 1995, incorporated by reference to
Post-Effective Amendment No. 8 to the Registration
Statement, filed June 27, 1995.

2 - By-Laws, incorporated by reference to Initial
Registration Statement, filed November 2, 1992.

(a) - By-Laws, incorporated by reference to
Post-Effective Amendment No. 8 to the Registration
Statement, filed June 27, 1995.

3 - Not applicable

4 - Not applicable

5(a)(i)(A) - Investment Advisory Agreement with Wells Fargo Bank,
N.A. on behalf of the Money Market Fund dated
February 1, 1994, incorporated by reference to
Post-Effective Amendment No. 8 to the Registration
Statement, filed June 27, 1995.

(i)(B) - Form of Sub-Advisory Contract with Wells Fargo Nikko
Investment Advisors on behalf of the Asset Allocation
Fund, incorporated by reference to Initial
Registration Statement, filed November 2, 1992.

(ii)(A) - Form of Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Bond Index Fund, incorporated by
reference to Pre-Effective Amendment No. 4 to the
Registration Statement, filed April 9, 1993.

(ii)(B) - Form of Sub-Advisory Contract with Wells Fargo Nikko
Investment Advisors on behalf of the Bond Index Fund,
incorporated by reference to Initial Registration
Statement, filed November 2, 1992.
</TABLE>

<PAGE> 161

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
(iii) - Form of Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Growth Stock Fund, incorporated by
reference to Pre-Effective Amendment No. 4 to the
Registration Statement, filed April 9, 1993.

(iv) - Form of Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Short-Intermediate Term Fund,
incorporated by reference to Pre-Effective Amendment
No. 4 to the Registration Statement, filed April 9,
1993.

(vi)(A) - Form of Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the S&P 500 Stock Fund, incorporated by
reference to Pre-Effective Amendment No. 4 to the
Registration Statement, filed April 9, 1993.

(vi)(B) - Form of Sub-Advisory Contract with Wells Fargo Nikko
Investment Advisors on behalf of the S&P 500 Stock
Fund, incorporated by reference to Initial
Registration Statement, filed November 2, 1992.

(vii)(A) - Form of Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the U.S. Treasury Allocation Fund,
incorporated by reference to Pre-Effective Amendment
No. 4 to the Registration Statement, filed April 9,
1993.

(vii)(B) - Form of Sub-Advisory Contract with Wells Fargo Nikko
Investment Advisors on behalf of the U.S. Treasury
Allocation Fund, incorporated by reference to Initial
Registration Statement, filed November 2, 1992.

5(a) - Form of Administration Agreement with Stephens Inc. on
behalf of each Fund, incorporated by reference to
Pre-Effective Amendment No. 2 to Registration
Statement, filed January 15, 1993.

(b) - Form of Amended Administration Agreement with Stephens
on behalf of the Money Market Fund, Asset Allocation
Fund, S&P 500 Stock Fund, Growth Stock Fund, U.S.
Treasury Allocation Fund, Bond Index Fund, Short-
Intermediate Term Fund and Growth and Income Fund,
incorporated by reference to Post-Effective Amendment
No. 1 to the Registration Statement, filed November 1,
1993.
</TABLE>

C-2

<PAGE> 162

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
(c) - Form of Administration Agreement with Stephens Inc. on
behalf of the National Tax-Free Intermediate Income
Fund, National Tax-Free Money Market Fund, California
Tax-Free Intermediate Income Fund, California Tax-Free
Short-Term Income Fund and California Tax-Free Money
Market Fund, incorporated by reference to
Post-Effective Amendment No. 1 to the Registration
Statement, filed November 1, 1993.

6(a) - Form of Distribution Agreement with Stephens Inc. on
behalf of each Fund, incorporated by reference to
Pre-Effective Amendment No. 2 to Registration
Statement, filed January 15, 1993.

(b) - Form of amended Distribution Agreement with Stephens
Inc. on behalf of each Fund, incorporated by reference
to Post-Effective Amendment No. 1 to the Registration
Statement, filed November 1, 1993.

(c) - Form of Selling Group Agreement on behalf of each
Fund, incorporated by reference to Initial
Registration Statement, filed November 2, 1992.

7 - Not applicable.

8(a) - Form of Custodian Contract with Wells Fargo
Institutional Trust Company, N.A. on behalf of the
Asset Allocation Fund, incorporated by reference to
Pre-Effective Amendment No. 4 to the Registration
Statement, filed April 9, 1993.

(b) - Form of Custodian Contract with Wells Fargo
Institutional Trust Company, N.A. on behalf of the
Bond Index Fund, incorporated by reference to
Pre-Effective Amendment No. 4 to the Registration
Statement, filed April 9, 1993.

(c) - Form of Custodian Contract with Wells Fargo Bank, N.A.
on behalf of the Growth Stock Fund, incorporated by
reference to Pre-Effective Amendment No. 4 to the
Registration Statement, filed April 9, 1993.

(d) - Form of Custodian Contract with Wells Fargo Bank, N.A.
on behalf of the Short-Intermediate Term Fund,
incorporated by reference to Pre-Effective Amendment
No. 4 to the Registration Statement, filed April 9,
1993.
</TABLE>

C-3

<PAGE> 163

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
(e) - Form of Custodian Contract with Wells Fargo Bank, N.A.
on behalf of the Money Market Fund, incorporated by
reference to Pre-Effective Amendment No. 4 to the
Registration Statement, filed April 9, 1993.

(f) - Form of Custodian Contract with Wells Fargo
Institutional Trust Company, N.A. on behalf of the S&P
500 Stock Fund, incorporated by reference to
Pre-Effective Amendment No. 4 to the Registration
Statement, filed April 9, 1993.

(g) - Form of Custodian Contract with Wells Fargo
Institutional Trust Company, N.A. on behalf of the
U.S. Treasury Allocation Fund, incorporated by
reference to Pre-Effective Amendment No. 4 to the
Registration Statement, filed April 9, 1993.

(h) - Form of Custodian Contract with Wells Fargo Bank, N.A.
on behalf of the Growth and Income Fund, incorporated
by reference to Pre-Effective Amendment No. 4 to the
Registration Statement, filed April 9, 1993.

(i) - Form of Custodian Contract with Wells Fargo Bank, N.A.
on behalf of the National Tax-Free Intermediate Income
Fund, National Tax-Free Money Market Fund, California
Tax-Free Intermediate Income Fund, California Tax-Free
Short-Term Income Fund and California Tax-Free Money
Market Fund, incorporated by reference to
Post-Effective Amendment No. 1 to the Registration
Statement, filed November 1, 1993.

9(a) - Form of Agency Agreement with Wells Fargo Bank, N.A.
on behalf of each Fund, incorporated by reference to
Pre-Effective Amendment No. 4 to the Registration
Statement, filed April 9, 1993.

(b) - Form of Amended Agency Agreement on behalf of each
Fund, incorporated by reference to Post-Effective
Amendment No. 1 to the Registration Statement, filed
November 1, 1993.

(c) - Shareholder Servicing Plan for the Growth and Income
Fund, Growth Stock Fund, Short-Intermediate Term Fund,
Asset Allocation Fund, U.S. Treasury Allocation Fund,
Bond Index Fund, S&P 500 Stock Fund and National
Tax-Free Money Market Mutual Fund and Form of
Shareholder Servicing Agreement for the National
Tax-Free Money Market Mutual Fund (attached as
Appendix A), filed herewith.

(d) - Form of Shareholder Servicing Agreement for the Growth
and Income Fund, Growth Stock Fund, Short-Intermediate
Term Fund, Asset Allocation Fund, Bond Index Fund and
S&P 500 Stock Fund, incorporated by reference to Post-
Effective Amendment No. 2 to Registration Statement,
filed March 11, 1994.

</TABLE>

C-4

<PAGE> 164

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
9(e) - Form of Cross Indemnification Agreement, incorporated
by reference to Post-Effective Amendment No. 6 to the
Registration Statement, filed July 21, 1994.

10 - Opinion and Consent of Counsel, filed herewith.

11 - Not applicable

12 - Not applicable

13(a) - Investment Letter for the Overland National Tax-Free
Institutional Money Market Fund, filed herewith.

(b) - Investment Letter for the National Tax-Free Money
Market Mutual Fund, filed herewith.

14 - Not applicable

15(a) - Form of Distribution and Services Plan on behalf of the
National Tax-Free Intermediate Income Fund,
incorporated by reference to Post-Effective Amendment
No. 1 to the Registration Statement, filed November 1,
1993.

(b) - Form of Distribution and Services Plan on behalf of the
National Tax-Free Money Market Fund, incorporated by
reference to Post-Effective Amendment No. 1 to the
Registration Statement, filed November 1, 1993.

(c) - Form of Distribution and Services Plan on behalf of the
California Tax-Free Intermediate Income Fund,
incorporated by reference to Post-Effective Amendment
No. 1 to the Registration Statement, filed November 1,
1993.

(d) - Form of Distribution and Services Plan on behalf of the
California Tax-Free Short-Term Income Fund,
incorporated by reference to Post-Effective Amendment
No. 1 to the Registration Statement, filed November 1,
1993.

(e) - Form of Distribution and Services Plan on behalf of the
California Tax-Free Money Market Fund, incorporated by
reference to Post-Effective Amendment No. 1 to the
Registration Statement, filed November 1, 1993.

(f) - Distribution Plan on behalf of the National Tax-Free
Money Market Mutual Fund, filed herewith.

16 - Schedule for Computation of Performance Quotations, to
Be Filed By Amendment.

</TABLE>

C-5

<PAGE> 165

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
27(a) - Financial Data Schedule for the Asset Allocation Fund,
incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed June 27,
1995.

(b) - Financial Data Schedule for the Bond Index Fund, filed
incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed June 27,
1995.

(c) - Financial Data Schedule for the Growth Stock Fund,
incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed June 27,
1995.

(d) - Financial Data Schedule for the Money Market Fund,
incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed June 27,
1995.

(e) - Financial Data Schedule for the Short-Intermediate
Term Fund, incorporated by reference to
Post-Effective Amendment No. 8 to the Registration
Statement, filed June 27, 1995

(f) - Financial Data Schedule for the S&P 500 Stock Fund,
incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed June 27,
1995.

(g) - Financial Data Schedule for the U.S. Treasury
Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 8 to the Registration
Statement, filed June 27, 1995.

(h) - Financial Data Schedule for the Overland National
Tax-Free Institutional Money Market Fund, filed
herewith.

(i) - Financial Data Schedule for the National Tax-Free
Money Market Mutual Fund, filed herewith.

</TABLE>

Item 25. Persons Controlled by or under
Common Control with Registrant.

As of July 12, 1995, the Overland National Tax-Free Institutional
Money Market Fund, the National Tax-Free Money Market Mutual Fund and Stephens
Inc. each owned approximately 33% of the outstanding voting securities of the
Tax-Free Money Market Master Series. As such, each Fund and Stephens Inc.
could be considered a controlling person of the Master Series for purposes
of the 1940 Act.

Item 26. Number of Holders of Securities.

As of June 19, 1995 the number of record holders of each
class of securities of the Registrant for the following funds were as follows:

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Asset Allocation Fund................... 24,132

Bond Index Fund......................... 2,383

Growth Stock Fund....................... 11,501

Short-Intermediate Term Fund............ 2,107

</TABLE>

C-6

<PAGE> 166

<TABLE>
<S> <C>
Money Market Fund....................... 17,599

S&P 500 Stock Fund...................... 27,911

U.S. Treasury Allocation Fund........... 9,243

Growth and Income Fund.................. 0

National Tax-Free Intermediate
Income Fund............................. 0

California Tax-Free Money Market Fund... 0

California Tax-Free Intermediate
Income Fund............................. 0

California Tax-Free Short-Term
Income Fund............................. 0

</TABLE>

As of July 12, 1995 the number of record holders of each class of
securities of the Registrant for the following funds were as follows:

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
National Tax-Free Money Market Mutual
Fund.................................... 1

Overland National Tax-Free Institutional
Money Market Fund....................... 1
</TABLE>

Item 27. Indemnification.

The following paragraphs of Article VIII of the Registrant's
Articles of Incorporation provide:

(h) The Corporation shall indemnify (1) its
Directors and officers, whether serving the
Corporation or at its request any other entity, to
the full extent required or permitted by the
General Laws of the State of Maryland now or
hereafter in force, including the advance of
expenses under the procedures and to the full
extent permitted by law, and (2) its other
employees and agents to such extent as shall be
authorized by the Board of Directors or the
Corporation's By-Laws and be permitted by law. The
foregoing rights of indemnification shall not be
exclusive of any other rights to which those
seeking indemnification may be entitled. The Board
of Directors may take such action as is necessary
to carry out these indemnification provisions and
is expressly empowered to adopt, approve and amend
from time to time such By-Laws, resolutions or
contracts implementing such provisions or such
further indemnification arrangements as may be
permitted by law. No amendment of these Articles
of Incorporation of the Corporation shall limit or

C-7

<PAGE> 167

eliminate the right to indemnification provided
hereunder with respect to acts or omissions
occurring prior to such amendment or repeal.
Nothing contained herein shall be construed to
authorize the Corporation to indemnify any Director
or officer of the Corporation against any liability
to the Corporation or to any holders of securities
of the Corporation to which he is subject by reason
of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties
involved in the conduct of his office. Any
indemnification by the Corporation shall be
consistent with the requirements of law, including
the 1940 Act.

(i) To the fullest extent permitted by
Maryland statutory and decisional law and the 1940
Act, as amended or interpreted, no Director or
officer of the Corporation shall be personally
liable to the Corporation or its stockholders for
money damages; provided, however, that nothing
herein shall be construed to protect any Director
or officer of the Corporation against any liability
to which such Director or officer would otherwise
be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
No amendment, modification or repeal of this
Article VIII shall adversely affect any right or
protection of a Director or officer that exists at
the time of such amendment, modification or repeal.

Item 28. Business and Other Connections
of Investment Adviser.

Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned
subsidiary of Wells Fargo & Company, serves as investment adviser to
all of the Registrant's investment portfolios, and to certain other
registered open-end management investment companies. Wells Fargo
Bank's business is that of a national banking association with respect
to which it conducts a variety of commercial banking and trust
activities.

To the knowledge of Registrant, none of the directors or
executive officers of Wells Fargo Bank, except those set forth below,
is or has been at any time during the past two fiscal years engaged in
any other business, profession, vocation or employment of a
substantial nature, except that certain executive officers also hold
various positions with and engage in business for Wells Fargo &
Company. Set forth below are the names and principal businesses of
the directors and executive officers of Wells Fargo Bank who are or
during the past two fiscal years have been engaged in any other
business, profession, vocation or employment of a substantial nature

C-8

<PAGE> 168
for their own account or in the capacity of director, officer,
employee, partner or trustee. All the directors of Wells Fargo Bank
also serve as directors of Wells Fargo & Company.

<TABLE>
<CAPTION>
Principal Business(es) During at
Name Position(s) Least the Last Two Fiscal Years
- ---- ----------- --------------------------------
<S> <C> <C>

H. Jesse Arnelle Director Senior Partner of Arnelle & Hastie,
Director of FPL Group, Inc.

William R. Breuner Director General Partner in Breuner
Associates, Breuner Properties and
Breuner-Pevarnick Real Estate
Developers. Vice Chairman of the
California State Railroad Museum
Foundation. Retired Chairman of the
Board of Directors of John Breuner
Co.

Williams S. Davila Director President and Director of The Vons
Companies, Inc. Officer of Western
Assoc. of Food Chains.
Rayburn S. Dezember Director Former Chairman of Central Pacific
Corp. Director of CalMat Co., Tejon
Ranch Co., Turner Casting Inc., The
Bakersfield Californian and Kern
County Economic Development Corp.
Chairman of the Board of Trustees of
Whittier College.

Paul Hazen Chairman of the Chairman of the Board of Directors of
Board of Wells Fargo & Company. Director of
Directors Pacific Telesis Group, Phelps Dodge
Corp. and Safeway Inc.

Robert K. Jaedicke Director Accounting Professor and Dean
Emeritus of Graduate School of
Business, Stanford University.
Director of Homestake Mining Co.,
California Water Service Company,
Boise Cascade Corp., Enron Corp. and
GenCorp, Inc.

Paul A. Miller Director Chairman of Executive Committee and
Director of Pacific Enterprises.
Trustee of Mutual Life Insurance
Company of New York. Director of
Newhall Management Corporation.
Trustee of University of Southern
California.

Ellen M. Newman Director President of Ellen Newman Associates.
Chair of Board of Trustees of
University of California at San

</TABLE>

C-9
<PAGE> 169
<TABLE>
<CAPTION>
Principal Business(es) During at
Name Position(s) Least the Last Two Fiscal Years
- ---- ----------- --------------------------------
<S> <C> <C>

Francisco Foundation. Director of
American Conservatory Theatre and
California Chamber of Commerce.

Philip J. Quigley Director Chairman and Chief Executive Officer
of Pacific Telesis Group.

Carl E. Reichardt Director Director of Ford Motor Company,
Hospital Corporation of America,
HCA-Hospital Corp. of America,
Pacific Gas and Electric Company and
Newhall Management Corporation.

Donald B. Rice Director President and Chief Operating
Officer, Teledyne, Inc.

Susan G. Swenson Director President and Chief Executive Officer
of Cellular One.

Chang-Lin Tien Director Chancellor of University of
California at Berkeley.
John A. Young Director Retired President, Director and Chief
Executive Officer of Hewlett-Packard
Company. Director of Chevron
Corporation.

William F. Zuendt President President of Wells Fargo & Company.
Director of 3Com Corporation and
MasterCard International.

</TABLE>

Wells Fargo Nikko Investment Advisors ("WFNIA") serves
as the sub-adviser to the Asset Allocation Fund, the U.S.
Treasury Allocation Fund, the Bond Index Fund and the S&P 500
Stock Fund, and as adviser or sub-adviser to various other
open-end management investment companies. For additional
information, see "Management of the Fund" in the Prospectuses
and "Management" in the Statement of Additional Information.
For information as to the business, profession, vocation or
employment of a substantial nature of each of the officers and
management committees of WFNIA, reference is made to WFNIA's
Form ADV and Schedules A and D filed under the Investment
Advisers Act of 1940, File No. 801-36479, incorporated herein
by reference.

C-10

<PAGE> 170

Item 29. Principal Underwriters.

(a) Stephens Inc., distributor for the Registrant,
does not presently act as investment adviser for any other
registered investment companies, but does act as principal
underwriter for the Overland Express Funds, Inc., Stagecoach
Funds, Inc., Stagecoach Trust, Life & Annuity Trust, Nations
Fund, Inc. and Nations Fund Trust and is the exclusive
placement agent for Master Investment Trust, Master Investment
Portfolio and Managed Series Investment Trust all of which are
registered open-end management investment companies, and has
acted as principal underwriter for the Liberty Term Trust, Inc.
and the Nations Government Income Term Trust 2003, Inc.,
closed-end management investment companies.

(b) Information with respect to each director and
officer of the principal underwriter is incorporated by
reference to Form ADV and Schedules A and D filed by Stephens
Inc. with the Securities and Exchange Commission pursuant to
The Investment Advisers Act of 1940 (file No. 501-15510).

Item 30. Location of Accounts and Records.

All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of
1940 and the Rules thereunder are maintained at one or more of
the following offices: Stagecoach Inc. maintains those
accounts, books and other documents required by
Rule 31a-1(b)(4) and (d), and Rule 31a-2(a)(3) and (c) at 111
Center Street, Little Rock, Arkansas 72201; Wells Fargo Bank
maintains all other accounts, books or other documents required
by Rules 31a-1, 31a-2 and 31a-3, and copies of most of such
documents are also maintained by Stagecoach Inc. at 525 Market
Street, San Francisco, California 94163.

Item 31. Management Services.

Other than as set forth under the captions "The Fund"
and "Management of the Fund" in the Prospectuses constituting
Part A of this Registration Statement and "Management" in the
Statements of Additional Information constituting Part B of
this Registration Statement, the Registrant is not a party to
any management-related service contract.

Item 32. Undertakings.

(a) Not Applicable

(b) With regard to the Overland National Tax-Free Institutional Money
Market Fund and National Tax-Free Money Market Mutual Fund,
Registrant undertakes to file a Post-Effective Amendment, using
financial statements which need not be certified, within four to
six months from the effective date of this Post-Effective
Amendment to the Registration Statement.

(c) Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of
the Registrant pursuant to the provisions set
forth above in response to Item 27, or otherwise,

C-11

<PAGE> 171

the registrant has been advised that in the
opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in such Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than the payment by the registrant of expenses
incurred or paid by a director, officer or
controlling person of the registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer
or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the Act and
will be governed by the final adjudication of
such issue.

(d) Registrant undertakes to hold a special meeting
of its shareholders for the purpose of voting on
the question of removal of a director or
directors if requested in writing by the holders
of at least 10% of the Company's outstanding
voting securities, and to assist in communicating
with other shareholders as required by
Section 16(c) of the Investment Company Act of
1940.

(e) Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of its
most current annual report to shareholders, upon
request and without charge.

C-12

<PAGE> 172
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectiveness of this Post-
Effective Amendment to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its Registration Statement on Form N-1A to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Little Rock, State of Arkansas on the 18th day of July, 1995.

STAGECOACH INC.

By /s/Richard H. Blank, Jr.
(Richard H. Blank, Jr.)
Secretary and Treasurer
(Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form N-1A has been signed below by the
following persons in the capacities and on the date indicated:

Signature Title
--------- -----

/s/R. Greg Feltus Director, Chairman and President
(R. Greg Feltus) (Principal Executive Officer)

/s/Richard H. Blank, Jr. Secretary and Treasurer
(Richard H. Blank, Jr.) (Principal Financial Officer)

/s/Jack S. Euphrat Director
(Jack S. Euphrat)

/s/Thomas S. Goho Director
(Thomas S. Goho)

/s/Zoe Ann Hines Director
(Zoe Ann Hines)

/s/W. Rodney Hughes Director
(W. Rodney Hughes)

/s/Robert M. Joses Director
(Robert M. Joses)

/s/J. Tucker Morse Director
(J. Tucker Morse)

July 18, 1995

*By /s/Richard H. Blank, Jr.
(Richard H. Blank, Jr.)
As Attorney-in-Fact
<PAGE> 173
SIGNATURES

Pursuant to the requirements of the Securities Act
of 1933 and the Investment Company Act of 1940, the
Registrant certifies that it meets all of the requirements
for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to
the Registration Statement on Form N-1A to be signed on its
behalf by the undersigned, thereto duly authorized in the
City of Little Rock, State of Arkansas on the 18th day of
July, 1995.

MANAGED SERIES INVESTMENT TRUST

By /s/Richard H. Blank, Jr.
(Richard H. Blank, Jr.)
Secretary and Treasurer
(Principal Financial
Officer)

Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement on Form N-1A has been
signed below by the following persons in the capacities and
on the date indicated:

Signature Title
--------- -----

/s/R. Greg Feltus Chairman, President (Principal
(R. Greg Feltus) Executive Officer) and Trustee

/s/Richard H. Blank, Jr. Secretary and Treasurer
(Richard H. Blank, Jr.) (Principal Financial Officer)

/s/Jack S. Euphrat Trustee
(Jack S. Euphrat)

/s/Thomas S. Goho Trustee
(Thomas S. Goho)

/s/Zoe Ann Hines Trustee
(Zoe Ann Hines)

/s/W. Rodney Hughes Trustee
(W. Rodney Hughes)

/s/Robert M. Joses Trustee
(Robert M. Joses)

/s/J. Tucker Morse Trustee
(J. Tucker Morse)

July 18, 1995

*By /s/Richard H. Blank, Jr.
(Richard H. Blank, Jr.)
As Attorney-in-Fact
<PAGE> 174

STAGECOACH INC.
FILE NO. 33-54126; 811-7332

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
------- ----------- ----------
<S> <C> <C>

99.B9(c) - Shareholder Servicing Plan
and Form of Shareholder
Servicing Agreement on
behalf of the National
Tax-Free Money Market
Mutual Fund

99.B10 - Opinion and Consent of
Counsel

99.B13(a) - Investment Letter for the
Overland National Tax-Free
Institutional Money Market
Fund

99.B13(b) - Investment Letter for the
National Tax-Free Money
Market Mutual Fund

99.B15(f) - Distribution Plan on behalf
of the National Tax-Free
Money Market Mutual Fund

27(h) - Financial Data Schedule for
the Overland National Tax-Free
Institutional Money Market Fund

27(i) - Financial Data Schedule for
the National Tax-Free Money
Market Mutual Fund

</TABLE>

<PAGE> 1
EXHIBIT 99:B9(c)

SHAREHOLDER SERVICING PLAN

STAGECOACH INC.

Section 1. Each of the proper officers of Stagecoach 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 Appendix 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 of Shares ("Servicing
Agents") in the Company's fund's listed on Schedule I (each a "Fund",
collectively the "Funds"). Pursuant to such Agreements, Servicing Agents shall
provide support services as set forth therein to their clients who beneficially
own Shares of a Fund in consideration of a fee, computed monthly in the manner
set forth in the Fund's then current prospectus, at annual rates as set forth
in Schedule I. 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 Fund in connection
with the Agreements and the implementation of this Servicing Plan shall be
borne entirely by the holders of the Shares of the Fund.

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. Unless sooner terminated, this Servicing Plan (and each
related agreement) shall continue in effect for a period of one year from its
date of execution and shall continue thereafter for successive annual periods,
provided that such continuance is specifically approved at least annually by a
majority of the

<PAGE> 2

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 5. This Servicing Plan may be amended at any time with respect
to the Funds 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 4.

Section 6. This Servicing Plan is terminable at any time with respect
to the Funds by vote of a majority of the Disinterested Directors.

Section 7. 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 8. Notwithstanding anything herein to the contrary, the Funds
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 9. 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 May 2, 1995

2
<PAGE> 3

SCHEDULE I

LIST OF FUNDS

<TABLE>
<CAPTION>
FUNDS FEES
<S> <C>
Growth and Income Fund...................... .10%
Growth Stock Fund........................... .10%
Short-Intermediate Term Fund................ .10%
Asset Allocation Fund....................... .20%
U.S. Treasury Allocation Fund............... .20%
Bond Index Fund............................. .07%
S&P 500 Stock Fund.......................... .07%
National Tax-Free Money Market
Mutual Fund............................. .25%

</TABLE>

-3-
<PAGE> 4
EXHIBIT 99:B9(c)

Appendix A

STAGECOACH INC.

Form of
SHAREHOLDER SERVICING AGREEMENT

THIS SHAREHOLDER SERVICING AGREEMENT ("Agreement") dated as of
, 1995, is made by and between STAGECOACH INC. (the "Company"), a Maryland
corporation having its principal place of business at 111 Center Street, Little
Rock, Arkansas 72201, on behalf of the funds listed on Schedule I (each a
"Fund," collectively the "Funds"), and as servicing agent ("Servicing Agent").

W I T N E S S E T H:

WHEREAS, the Servicing Agent wishes to provide certain services to its
customers ("Customers") in connection with their investments in Shares of the
Funds: and

WHEREAS, it is in the best interest of each Fund to make the services
of the Servicing Agent available to Customers who, from time to time, become
shareholders of the Fund;

NOW THEREFORE, the Company, on behalf of the Funds, and the Servicing
Agent hereby agree as follows:

1. Appointment. The Servicing Agent hereby agrees to perform certain
services for Customers as hereinafter set forth. The Servicing Agent's
appointment hereunder is not exclusive, and the Servicing Agent shall not be
entitled to notice of or a right to consent to the execution of a servicing
agreement with any other person.

2. Services to Be Performed.

2.1 Types of Services. The Servicing Agent shall be responsible for
performing shareholder liaison services, which shall include, without
limitation, answering Customer inquiries regarding account status and history,
and the manner in which purchases, exchanges and redemptions of Fund shares may
be effected, assisting Customers with investment plans, dividend options and
account designations and addresses, processing of purchase, redemption and
exchange transactions, providing periodic account statements showing account
balances and integrating such statements with those of other transactions and
balances in the Customer's other

A-1

<PAGE> 5

accounts serviced by the Servicing Agent or its affiliates, arranging for bank
wires, distributing various materials for the Company, assisting in the
establishment and maintenance of accounts in the Funds and providing such other
similar services as the Company or a Customer may reasonably request.

2.2 Standard of Services. All services to be rendered by the
Servicing Agent hereunder shall be performed in a professional, competent and
timely manner.

3. Fees.

3.1 Fees from the Funds. In consideration of the services described
in Section 2 hereof and the incurring of expenses in connection therewith, the
Servicing Agent shall receive a fee to be paid on a periodic basis to be agreed
upon by the Company and the Servicing Agent from time to time (but in no event
less frequently than semi-annually), which fee shall not exceed the fee level
identified in Schedule 1, on an annualized basis, of the average daily net
assets of such Fund represented by Shares owned of record by the Servicing
Agent on behalf of Customers, or by Customers directly, during the period for
which payment is being made. For purposes of determining the fees payable to
the Servicing Agent hereunder, the per share value of the Funds' net assets
shall be computed in the manner specified in the Funds' then-current
prospectus.

3.2 Disclosure of Compensation. The Servicing Agent shall disclose to
its Customers any compensation payable to the Servicing Agent in connection
with the investment of its Customers assets in the Funds. Any compensation
payable to the Servicing Agent in connection with the investment of its
Customers assets in the Funds shall be authorized by its Customers and shall
not result in the receipt of an excessive fee by the Servicing Agent for the
investment of such assets.

4. Information Pertaining to the Funds. The Servicing Agent and its
officers, employees and agents are not authorized to make any representations
concerning the Company, the Funds or its Shares to Customers or prospective
Customers, excepting only accurate communication of any information provided by
or on behalf of any administrator of the Company or the Funds or any
distributor of the Funds' Shares or information contained in the then-current
Fund prospectus. In furnishing such information regarding the Company, the
Funds or its Shares, the Servicing Agent shall act as agent for the Customer
only and shall have no authority to act as agent for the Company or the Funds.

A-2

<PAGE> 6

5. Use of the Servicing Agent's Name. The Company shall not use the
name of the Servicing Agent, or any of its affiliates or subsidiaries, in any
prospectus, sales literature or other materials relating to the Company or the
Funds in a manner not approved by the Servicing Agent prior thereto in writing;
provided, however, that the approval of the Servicing Agent shall not be
required for any use of its name which merely refers in accurate and factual
terms to its appointment hereunder o r which is required by the Securities and
Exchange Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided, further, that in no
event shall such approval be unreasonably withheld or delayed.

6. Use of the Name of the Funds or the Company. The Servicing Agent
shall not use the name of the Fund or the Company on any checks, bank drafts,
bank statements or forms for other than internal use in a manner not approved
by the Company prior thereto in writing; provided, however, that the approval
of the Company shall not be required for the use of the Company's name or a
Fund's name in connection with communications permitted by Section 4 hereof or
(subject to Section 4, to the extent the same may be applicable) for any use of
the Company's name or the Fund's name which merely identifies the Company or
the Fund, as the case may be, in connection with the Servicing Agent's role
hereunder or which is required by the Securities and Exchange Commission or any
state securities authority or any other appropriate regulatory, governmental or
judicial authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.

7. Compliance with Laws. The Servicing Agent shall comply with all
applicable federal and state laws and regulations, including securities laws,
and the Rules of Fair Practice of the National Association of Securities
Dealers, Inc., if and to the extent applicable to it. The Servicing Agent
represents and warrants to the Company 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 Servicing Agent. The Servicing Agent furthermore
undertakes that it will promptly, after the Servicing Agent becomes so aware,
inform the Company 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.

8. Reports. To the extent requested by the Company from time to
time, but at least quarterly, the Servicing

A-3

<PAGE> 7

Agent will provide the Treasurer of the Company with a written report of the
amounts expended by the 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 and shall supply all information
necessary for the Company to discharge its responsibilities under applicable
laws and regulations. In addition, the Servicing Agent shall have a duty to
furnish to the Company's Board of Directors such information as may reasonably
be necessary to an informed determination of whether this Agreement should be
implemented or continued pursuant to Section 13.

9. Indemnification.

9.1 Indemnification of the Servicing Agent. The Company will
indemnify and hold the 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 a Fund's prospectus,
actions or inactions by the Company or any of its agents or contractors or the
performance of the Servicing Agent's obligations hereunder and (b) not
resulting from (i) the bad faith or negligence of the Servicing Agent, its
officers, employees or agents, or (ii) any breach of applicable law by the
Servicing Agent, its officers, employees or agents, or (iii) any action of the
Servicing Agent, its officers, employees or agents which exceeds the legal
authority of the Servicing Agent or its authority hereunder, or (iv) any error
or omission of the Servicing Agent, its officers, employees or agents with
respect to the purchase, redemption and transfer of Customers' Shares or the
Servicing Agent's verification or guarantee of any Customer signature.
Notwithstanding anything herein to the contrary, the Company will indemnify and
hold the 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 Servicing Agent to have been
executed by any person duly authorized by the Company, or as a result of acting
in reliance upon any instrument or stock certificate reasonably believed by the
Servicing Agent to have been genuine and signed, countersigned or executed by a
person duly authorized by the Company, excepting only the gross negligence or
bad faith of the Servicing Agent.

In any case in which the Company may be asked to indemnify or hold the
Servicing Agent harmless, the Company

A-4

<PAGE> 8

shall be advised of all pertinent facts concerning the situation in question
and the Servicing Agent shall use reasonable care to identify and notify the
Company promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Company. The Company shall have
the option to defend the Servicing Agent against any Claim which may be the
subject of indemnification hereunder. In the event that the Company elects to
defend against such Claim, the defense shall be conducted by counsel chosen by
the Company and reasonably satisfactory to the Servicing Agent. The Servicing
Agent may retain additional counsel at its expense. Except with the prior
written consent of the Company, the Servicing Agent shall not confess any Claim
or make any compromise in any case in which the Company will be asked to
indemnify the Servicing Agent.

9.2 Indemnification of the Company. Without limiting the rights of
the Company under applicable law, the Servicing Agent will indemnify and hold
the Company 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 vthe Servicing Agent, its officers,
employees or agents, or (ii) any breach of applicable law, regulations or rules
by the Servicing Agent, its officers, employees or agents, or (iii) any action
of the Servicing Agent, its officers, employees or agents which exceeds the
legal authority of the Servicing Agent or its authority hereunder, or (iv) any
error or omission of the Servicing Agent, its officers, employees or agents
with respect to the purchase, redemption and transfer of Customers' Shares or
the Servicing Agent's verification or guarantee of any Customer signature, and
(b) not resulting from the Servicing Agent's actions in accordance with written
instructions reason ably believed by the Servicing Agent to have been executed
by any person duly authorized by the Company, or in reliance upon any
instrument or stock certificate reasonably believed by the Servicing Agent to
have been genuine and signed, countersigned or executed by a person duly
authorized by the Company.

In any case in which the Servicing Agent may be asked to indemnify or
hold the Company harmless, the Servicing Agent shall be advised of all
pertinent facts concerning the situation in question and the Company shall use
reasonable care to identify and notify the Servicing Agent promptly concerning
any situation which presents or appears likely to present a claim for
indemnification against the Servicing Agent. The Servicing Agent shall have
the option to defend the Company against any Claim which may

A-5

<PAGE> 9

be the subject of indemnification hereunder. In the event that the Servicing
Agent elects to defend against such Claim, the defense shall be conducted by
counsel chosen by the Servicing Agent and satisfactory to the Company. The
Company may retain additional counsel at its expense. Except with the prior
written consent of the Servicing Agent, the Company shall not confess any Claim
or make any compromise in any case in which the Servicing Agent will be asked
to indemnify the Company.

9.3 Survival of Indemnities. The indemnities granted by the parties
in this Section 9 shall survive the termination of this Agreement.

10. Insurance. The Servicing Agent shall maintain reasonable
insurance coverage against any and all liabilities which may arise in
connection with the performance of its duties hereunder.

11. Notices. All notices or other communications hereunder to either
party shall be in writing and shall be deemed sufficient if mailed to such
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 other.

12. Further Assurances. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.

13. Implementation and Duration of Agreement. This Agreement is
effective upon approval by the Company's Board of Directors, and of the
Directors who are not "interested persons" of the Company (as defined in the
Investment Company Act of 1940 (the "1940 Act")) and have no direct or indirect
financial interest in the operation of the Fund's Servicing Plan (the "Plan"),
this Agreement, or any other agreement related to such Plan (the "Disinterested
Directors"), cast in person at a meeting called for the purpose of voting on
this Agreement. Subject to Section 14, this Agreement shall continue in effect
for a period of more than one year from the date hereof so long as such
continuance is specifically approved at least annually by a vote of Company's
Board of Directors, in the manner described above.

14. Termination. This Agreement may be terminated by the Company, in
its entirety or with respect to one or more Funds, 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 Disinterested Directors or by "a

A-6

<PAGE> 10

vote of a majority of the outstanding voting securities" (as defined in the
1940 Act) of the Shares of a Fund of the Company or the affected Fund(s). The
Servicing Agent may terminate this Agreement upon not more than 60 days' nor
less than 30 days' notice to the Company. Notwithstanding anything herein to
the contrary, this Agreement may not be assigned and shall terminate
automatically without notice to either party upon any assignment. Upon
termination hereof, the Fund s shall pay such compensation as may be due the
Servicing Agent as of the date of such termination.

15. Changes: Amendments. This Agreement may be supplemented or
amended only by written instrument signed by both parties, but may not be
amended to increase materially the maximum amount payable by a Fund without
approval by a majority of the Company's Board of Directors, including a
majority of the Disinterested Directors, cast in person at a meeting called for
the purpose of voting on such supplement or amendment.

16. Limitation of Liability. The Servicing Agent hereby agrees that
obligations assumed by the Company pursuant to this Agreement shall be limited
in all cases to the Funds and their assets and that the Servicing Agent shall
not seek satisfaction of any such obligations from the Board of Directors or
any individual Director of the Company or from the assets of any other
portfolio or series of the Company.

17. Compliance with Laws and Policies: Cooperation. The Company
hereby agrees that it will comply with all laws and regulations applicable to
the Funds' operations and the Servicing Agent agrees that it will comply with
all laws and regulations applicable to providing the services contemplated
hereby.

18. Miscellaneous. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Arkansas. 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

A-7

<PAGE> 11

simultaneously in two 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 INC. on behalf of
the Funds

By:____________________________
Name:
Title:

____________________________
as Shareholder Servicing
Agent

BY:___________________________
Name:
Title:

A-8
<PAGE> 12

SCHEDULE I

LIST OF FUNDS

<TABLE>
<CAPTION>
FUND FEES
---- ----
<S> <C>
National Tax-Free Money Market Mutual Fund..........0.25%
</TABLE>

Approved: May 2, 1995

A-9

<PAGE> 1
EXHIBIT 99.B10

July 18, 1995

Stagecoach Inc.
111 Center Street
Little Rock, Arkansas 72201

Re: Shares of Common Stock of Stagecoach Inc.

Gentlemen:

We refer to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A (SEC File Nos. 33-54126
and 811-7332) (the "Registration Statement") of Stagecoach
Inc. (the "Company") relating to the registration of an
indefinite number of shares of common stock of the Company
(collectively, the "Shares").

We have been requested by the Company to furnish
this opinion as Exhibit 10 to the Registration Statement.

We have examined such records, documents,
instruments, certificates of public officials and of the
Company, made such inquiries of the Company, and examined
such questions of law as we have deemed necessary for the
purpose of rendering the opinion set forth herein. We have
assumed the genuineness of all signatures and the
authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us
as copies.

Based upon and subject to the foregoing, we are of
the opinion that:

The issuance and sale of the Shares by the Company
have been duly and validly authorized by all appropriate
action, and upon delivery thereof and payment therefor in
accordance with the Registration Statement, the Shares will
be validly issued, fully paid and nonassessable by the
Company.

<PAGE> 2

Stagecoach Inc.
July 18, 1995
Page Two

We consent to the inclusion of this opinion as an
exhibit to the Registration Statement.

In addition, we hereby consent to the use of our
name and to the reference to our firm under the caption
"Legal Counsel" in the Prospectus and the description of
advice rendered by our firm under the heading "Management of
the Fund" in the Prospectus and "Management" in the
Statement of Additional Information, both of which are
included as part of the Registration Statement.

Very truly yours,

/s/ MORRISON & FOERSTER

<PAGE> 1
Ex-99.B13(a)
July 12, 1995

Stagecoach Inc.
111 Center Street
Little Rock, Arkansas 72201

Ladies/Gentlemen:

With respect to our purchase from you of $1,000 of shares of capital
stock in the Overland National Tax-Free Institutional Money Market Fund of
Stagecoach Inc. (the "Company"), we hereby advise you that we are purchasing
such shares with no intention to dispose of such shares either through resale
to others or redemption by the Company.

Very truly yours,

STEPHENS INC.

By: /s/ Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
Vice President

<PAGE> 1
Ex-99.B13(b)
July 12, 1995

Stagecoach Inc.
111 Center Street
Little Rock, Arkansas 72201

Ladies/Gentlemen:

With respect to our purchase from you of $1,000 of shares of capital
stock in the National Tax-Free Money Market Mutual Fund of Stagecoach Inc. (the
"Company"), we hereby advise you that we are purchasing such shares with no
intention to dispose of such shares either through resale to others or
redemption by the Company.

Very truly yours,

STEPHENS INC.

By: /s/ Richard H. Blank, Jr.
--------------------------
Richard H. Blank, Jr.
Vice President

<PAGE> 1
EXHIBIT 99:B15(f)

DISTRIBUTION PLAN

National Tax-Free Money Market Mutual Fund

WHEREAS, STAGECOACH INC. (the "Company") is an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and

WHEREAS, the Company desires to adopt a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act on behalf of the National Tax-Free Money
Market Mutual Fund (the "Fund"), and the Board of Directors has determined that
there is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders;

NOW, THEREFORE, the Company hereby adopts the Plan in accordance with
Rule 12b-1 under the Act on the following terms and conditions:

Section 1. Pursuant to the Plan, the Company may pay to Stephens Inc.
("Distributor"), as compensation for distribution-related services provided, a
monthly fee at an annual rate of up to 0.05% of the Fund's average daily net
assets. The actual fee payable to the Distributor shall, within such limit, be
determined from time to time by mutual agreement between the Company and the
Distributor. The Distributor may enter into selling agreements with one or
more selling agents under which such agents may receive compensation for
distribution-related services from the Distributor, including, but not limited
to, commissions or other payments to such agents based on the average daily net
assets of Fund shares attributable to them. The Distributor may retain any
portion of the total distribution fee payable hereunder to compensate it for
distribution-related services provided by it or to reimburse it for other
distribution-related expenses.

Section 2. 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 below) of the shares of the Fund and a majority of the Directors of the
Company, including a majority of the Qualified Directors (as defined below),
pursuant to a vote cast in person at a meeting (or meetings) called for the
purpose of voting on the approval of the Plan.

Section 3. The Plan (and each related agreement) will, unless earlier
terminated in accordance with its

-1-

<PAGE> 2

terms, remain in effect from year to year after the first anniversary of its
effectiveness if such continuance is specifically approved at least annually by
vote of a majority of both (a) the Directors of the Company and (b) the
Qualified Directors, cast in person at a meeting (or meetings) called for the
purpose of voting on such approval.

Section 4. The Company shall provide to the Company's Board of
Directors and the Directors shall review, at least quarterly, a written report
of the amounts expended by the Company under the Plan and each related
agreement and the purposes for which such expenditures were made.

Section 5. The Plan may be terminated at any time by vote of a
majority of the Qualified Directors or by vote of a majority of the outstanding
voting securities of the Fund.

Section 6. All agreements related to the Plan shall be in writing and
shall be approved by vote of a majority of both (a) the Directors of the
Company and (b) the Qualified Directors, cast in person at a meeting called for
the purpose of voting on such approval. Any agreement related to the Plan
shall provide:

A. That such Agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Qualified Directors or by
vote of a majority of the outstanding voting securities of the Fund,
on not more than 60 days' written notice to any other party to the
agreement; and

B. That such agreement shall terminate automatically in the event of its
"assignment" (as defined below).

Section 7. The Plan may not be amended to increase materially the
amount that may be expended by the Fund pursuant to the Plan without the
approval by a vote of a majority of the outstanding voting securities of the
Fund, and no material amendment to the Plan shall be made unless approved by
vote of a majority of both (a) the Directors of the Company and (b) the
Qualified Directors, cast in person at a meeting (or meetings) called for the
purpose of voting on such approval.

Section 8. While the Plan is in effect, the selection and nomination
of each Director who is not an "interested person" (as defined below) of the
Company shall be committed to the discretion of the Directors who are not
interested persons.

-2-

<PAGE> 3

Section 9. To the extent any payments made by the Fund pursuant to a
Shareholder Servicing Agreement are deemed to be payments for the financing of
any activity primarily intended to result in the sale of shares within the
context of Rule 12b-1 under the Act, such payments shall be deemed to have been
approved pursuant to this Plan. 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 shall preserve copies of the Plan, each
related agreement and each report made pursuant to Section 4 hereof, for a
period of not less than six years from the date of the Plan, such agreement or
such report, as the case may be, the first two years in an easily accessible
place.

Section 11. As used in the Plan, (a) the terms "assignment,"
"interested person" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings specified in the Act and the
rules and regulations thereunder, subject to such exemption as may be granted
by the Securities and Exchange Commission and (b) the term "Qualified
Directors" shall mean the Directors of the Company who are not interested
persons of the Company and have no direct or indirect financial interest in the
operation of the Plan or in any agreements related to the Plan.

Approved May 2, 1995

-3-

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