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U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1 Name and address of issuer:
MasterWorks Funds Inc. (formerly, Stagecoach Inc.)
111 Center Street
Little Rock, AR 72201
2 Name of each series or class of funds for which this notice is filed:
Asset Allocation Fund
Bond Index Fund
Growth Stock Fund
Money Market Fund
S&P 500 Stock Fund
Short-Intermediate Term Fund
U.S. Treasury Allocation Fund
3 Investment Company Act File Number: 811-7332
Securities Act File Number: 33-54126
4 Last day of fiscal year for which this notice is filed:
February 29, 1996
5 Check box if this notice is being filed more than 180 days after the
close of issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration [ ]
6 Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable:
7 Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
NONE
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number of shares sold: 33,178,581
Sale price of securities sold: $232,520,379
9 Number and aggregate sale price of securities sold during the fiscal year:
Number of shares sold: 211,154,657
Sale price of securities sold: $853,611,200
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10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of shares: 177,976,076
Sale price of securities: $621,090,821
11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number of shares: 13,241,708
Sale price of securities: $70,201,559
12 Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10) $ 621,090,821
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(ii) Aggregate price of shares issued in connection
with dividends reinvestment plans (from item 11, if
applicable): + 70,201,559
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(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable: - 514,549,920
-----------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to
filing fees pursuant to rule 24e-2 (if applicable): + 0
-----------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 (line
(i), plus line (ii), less line (iii), plus line (iv) 176,742,460
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or x 1/29 of 1%
regulation -----------------
(vii)Fee due line (i) or line (v) multipled by line (vi): $ 60,945.68
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13 Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal
and Other Procedures (17 CRF 202.3a). [X]
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository:
April 25, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
By (Signature and Tile) /s/ ANN M. BONSTEEL
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ANN M. BONSTEEL
Asst. Secretary
Date April 26, 1996
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[MORRISON & FOERSTER LLP LETTERHEAD]
April 25, 1996
Stagecoach Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Registration of Shares of Stagecoach Inc.'s Asset Allocation,
Bond Index, Growth Stock, Money Market, Short-Intermediate
Term, S&P 500 Stock, and U.S. Treasury Allocation Funds (the
"Funds")
Ladies and Gentlemen:
Stagecoach Inc., a Maryland corporation (the "Company") has requested
our opinion in connection with the registration by the Company of a definite
number of shares of capital stock (the "Shares") of the Company pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
We have examined documents relating to the organization of the Company
and the authorization and issuance of shares of the Funds. We have also 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 of the Shares registered pursuant to Rule 24f-2 has been
duly and validly authorized by all appropriate corporate action and, assuming
delivery by sale or in accord with the Company's dividend reinvestment plan in
accordance with the Company's then-current Registration Statement under the
Securities Act of 1933, the Shares will be validly issued, fully paid and
nonassessable by the Company.
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We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the registration of a
definite number of shares pursuant to Rule 24f-2 under the Investment Company
Act of 1940.
The opinion given above is subject to the condition that the Company
shall have complied or will comply with the provision of any applicable laws,
regulations and permits of any state or foreign county in which any of the
Shares are sold or are issued in accord with the Company's dividend
reinvestment plan.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
