MASTERWORKS FUNDS INC
DEFA14A, 1998-11-05
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                     [BARCLAYS GLOBAL INVESTORS LETTERHEAD]

November 4, 1998

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Re: MasterWorks Growth Stock Mutual Fund and MasterWorks Short-Intermediate 
    Term Mutual Fund

Dear [Salutation]:

         Your plan offers the  MasterWorks  Growth  Stock Mutual Fund and/or the
MasterWorks  Short-Intermediate  Term Mutual Fund as plan options.  The Board of
Directors has  authorized a merger plan for each fund. In the case of the Growth
Stock, as a fall back, the Board approved a plan of liquidation.

         You should already have received a proxy outlining a proposed merger of
these funds into successor  funds,  and a letter dated October 30, 1998,  mailed
under separate cover, discussing the merger plans. The purpose of this letter is
to clarify certain statements made in our October 30th letter.  Please disregard
that letter.

         The proxy proposes that the assets of the MasterWorks Growth Stock Fund
will be transferred  to the Large Company  Growth Fund of the Norwest  Advantage
Funds and the  assets of the  MasterWorks  Short-Intermediate  Term Fund will be
transferred  to  the  Short-Intermediate  U.S.  Government  Income  Fund  of the
Stagecoach  Funds.  In the absence of 50.1% of the  shareholders  approving  the
merger,  the Growth Stock Fund will be liquidated  if 50.1% of the  shareholders
approve the liquidation.

         The merger or liquidation  will occur either on the weekend of December
4, 1998 or December 11, 1998, pursuant to the proxy.

         Please feel free to contact your client representative at Merrill Lynch
should you have  questions or require  additional  explanation  regarding  these
proposals.

Sincerely,

/s/Lawrence G. Tint

Lawrence G. Tint
Managing Director







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