STAGECOACH FUNDS INC /AK/
N-30D, 1996-12-09
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<PAGE>
- ---------------------
 ANNUAL
- ---------------------
 REPORT
- ---------------------
 TAX-FREE
- ---------------------
 FUNDS
- ---------------------
 
Arizona Tax-Free Fund
 
California Tax-Free
Bond Fund
 
California Tax-Free
Income Fund
 
National Tax-Free Fund
 
Oregon Tax-Free Fund
 
SEPTEMBER 30, 1996
<PAGE>
                                                               TABLE OF CONTENTS
LETTER TO SHAREHOLDERS                                                       iii
 
INVESTMENT ADVISER COMMENTS
 
  Arizona Tax-Free Fund                                                        1
 
  California Tax-Free Bond Fund                                                5
 
  California Tax-Free Income Fund                                              9
 
  National Tax-Free Fund                                                      13
 
  Oregon Tax-Free Fund                                                        17
 
PORTFOLIOS OF INVESTMENTS
 
  Arizona Tax-Free Fund                                                       20
 
  California Tax-Free Bond Fund                                               23
 
  California Tax-Free Income Fund                                             38
 
  National Tax-Free Fund                                                      43
 
  Oregon Tax-Free Fund                                                        48
 
STAGECOACH FUNDS
 
  Statement of Assets and Liabilities                                         52
 
  Statements of Operations                                                    54
 
  Statements of Changes in Net Assets                                         56
 
  Financial Highlights                                                        60
 
  Notes to Financial Statements                                               68
 
  Independent Auditors' Report                                                81
 
  Proxy Voting Results                                                        82
 
  Federal Income Tax Information                                              83
 
LIST OF ABBREVIATIONS                                                         84
 STAGECOACH FUNDS:
 -------------------------------------------------------------------------
 
- - ARE NOT FDIC INSURED
- - ARE NOT GUARANTEED BY WELLS FARGO BANK            [NO FDIC]
- - ARE NOT DEPOSITS OR OBLIGATIONS OF WELLS FARGO
  BANK
- - INVOLVE INVESTMENT RISK, INCLUDING POSSIBLE LOSS
  OF PRINCIPAL
 
                                                           ---------------------
                                                                               i
<PAGE>
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- ---------------------
ii
<PAGE>
                                                          LETTER TO SHAREHOLDERS
 
- ------------------
TO OUR SHAREHOLDERS:
The Annual Report is one of the most important documents you, as a shareholder,
will receive during the year, one that can deepen your understanding of your
investment. While the prospectus details the investment policies of a Fund, the
Annual Report shows the results of those policies for the most recent reporting
period. The Annual Report tells shareholders which securities were purchased,
what the overall returns for the Funds have been and provides the portfolio
managers' views on what shaped, and continues to shape, the investment
environment.
 
The Stagecoach Funds Annual Report has undergone a number of changes, some of
which are the result of the September 6, 1996 merger of Pacifica Funds Trust and
Stagecoach Funds, Inc. Perhaps the most noticeable change is that this Report is
dated September 30, 1996.
 
Previously, Stagecoach Annual Reports were dated December 31 each year and the
Semi-Annual Reports were dated June 30. We are changing the schedule, however,
so that Annual Reports will now be dated March 31 and Semi-Annual Reports will
be dated September 30. THIS CHANGE HAS BEEN MADE FOR OPERATIONAL AND
ADMINISTRATIVE REASONS. THERE HAS BEEN NO CHANGE TO THE INVESTMENT POLICIES OR
PRACTICES OF THE FUNDS RELATED TO THIS CHANGE IN THE FISCAL YEAR-END.
 
In order to accomplish this change, we are providing you with this Annual Report
containing audited Financial Statements now and will provide you with another
Annual Report for the six months ended March 31, 1997.
 
Another noticeable change in the Annual Report is that the Funds are now
separated into categories so that the Equity, Income, Tax-Free, Asset Allocation
and Money Market Mutual Funds are grouped together in their own Reports. This
change was made in part because of the introduction of several new Stagecoach
Funds, some of which were introduced as part of the Pacifica Funds merger. We
believe that by segregating Funds into their investment groups, we have produced
an easier-to-read report with fewer extraneous details not relevant to your
investment.
 
Special mention should be made of the fact that this is the first Stagecoach
Annual Report that most former Pacifica shareholders will receive. We want to
thank you for your patience through our many changes. We here at Stagecoach
Funds are excited about the opportunity to help you succeed in meeting your
investment goals.
 
STAGECOACH FUNDS
OCTOBER 1996
 
                                                           ---------------------
                                                                             iii
<PAGE>
THIS PAGE IS INTENTIONALLY LEFT BLANK --
 
- ---------------------
iv
<PAGE>
                                                           ARIZONA TAX-FREE FUND
 
- -------------------------
INVESTMENT ADVISER COMMENTS
RETURNS:
 
The Fund posted a return for the fiscal period from January 1, 1996 to September
30, 1996 of 0.72% for Class A shares. The return for Class B shares for the same
period was negative 0.53%. The one year total returns from October 1, 1995 to
September 30, 1996 were 3.60% and 2.12%, respectively. These return figures are
exclusive of sales charges.
 
BENCHMARKS:
 
The year-to-date return for the Lehman Brothers Municipal Bond Index was 1.84%
through September 30, 1996.
 
ECONOMIC FACTORS INFLUENCING PERFORMANCE:
 
Throughout most of the year, municipal bond prices for all maturity lengths fell
as investors became concerned that the U.S. economy was growing too quickly and
would cause greater inflation, forcing the Federal Reserve Board to increase
short-term interest rates. Investors generally regained confidence in June,
sending prices higher, then reversed field in August when a variety of strong
economic releases revived concerns about the likelihood of a Fed tightening in
September.
 
When the Fed did meet in late September, it decided to leave short-term rates
alone. The bond market responded by rallying once again.
 
Throughout much of the year, municipal bonds have generally outperformed
Treasury bonds. (Typically, the reverse is true.) Municipal to Treasury yield
ratios dropped to their lowest levels in twelve months. Strong retail demand for
individual bonds contributed to the municipal market's stronger performance.
During the quarter, the Fund sold bonds with relatively poor call protection to
cover shareholder redemptions.
 
The SEC recently brought fraud charges against Maricopa County in relation to
two bond issues. The County was under scrutiny for allegedly failing to disclose
certain information about finances and for allegedly misleading the public on
the use of proceeds on the issues. The bonds are unlimited tax obligations of
the county and all principal and interest payments have been paid on a timely
basis. Therefore, no changes in the County's credit rating are expected.
 
STRATEGIC COMMENTS:
 
Issues of new municipal securities continue to be extremely light in Arizona and
bonds are trading at a premium as a result. We plan to remain fully invested,
focusing on high quality issues. The Fund has maintained an intermediate level
of interest rate sensitivity.
 
                                                           ---------------------
                                                                               1
<PAGE>
ARIZONA TAX-FREE FUND
 
- ---------------------
PERFORMANCE AT A GLANCE
CLASS A SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                        SINCE
AVERAGE ANNUAL TOTAL RETURNS                    1 YEAR      3 YEAR      INCEPTION
<S>                                             <C>         <C>         <C>
- --------------------------------------------------------------------------------------
With Maximum 4.5% Sales Charge                  (1.02)%     2.24%       5.17%
- --------------------------------------------------------------------------------------
Without Sales Charge                            3.60 %      3.83%       6.23%
- --------------------------------------------------------------------------------------
</TABLE>
 
CLASS B SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                        SINCE
AVERAGE ANNUAL TOTAL RETURNS                    1 YEAR      3 YEAR      INCEPTION
<S>                                             <C>         <C>         <C>
- ---------------------------------------------------------------------------------------
With Contingent Deferred Sales Charge           (0.90)%     2.31%       5.06%
- ---------------------------------------------------------------------------------------
Without Contingent Deferred Sales Charge(1)     2.10 %      2.63%       5.06%
- ---------------------------------------------------------------------------------------
(1)Assumes redemption on 9/30/96.
</TABLE>
 
Past performance is not predictive of future results. The investment return and
net asset value of shares of the Fund will fluctuate with market conditions so
that shares of the Fund, when redeemed, may have a greater or lesser net asset
value than when originally purchased.
 
Average annual total returns for the indicated periods represent the average
annual increase in the value of an investment over the periods assuming
reinvestment of dividends and capital gain distributions at net asset value.
 
While the Fund principally invests in obligations exempt from federal income
taxes, a portion of the Fund's distributions may be subject to these or state
and local taxes or the alternative minimum tax (AMT).
 
The Stagecoach Arizona Tax-Free Fund commenced operations on September 6, 1996
as the successor to the Pacifica Arizona Tax-Exempt Fund (10/95 to 9/96) and the
Westcore Arizona Intermediate Tax-Free Fund (3/92 to 9/95). Historical
performance has been calculated using returns produced by these funds for
applicable periods. Class A performance reflects Pacifica Class A and Westcore
Fund performance. Class B performance also reflects such performance but has
been adjusted to reflect Class B share expense levels in effect as of September
6, 1996.
 
The Fund's manager has voluntarily waived portions of its fees or has reimbursed
expenses to the Fund, which has reduced operating expenses for shareholders.
Without this reduction, the Fund's returns would have been lower.
 
- ---------------------
2
<PAGE>
                                                           ARIZONA TAX-FREE FUND
 
- --------------------------
GROWTH OF A $10,000 INVESTMENT
 
SC Arizona Tax-Free Class A Shares Lehman Brothers Municipal Bond Index
 
Inception $9,550 $10,000
 
Mar-92 $9,522 $10,004
 
Apr-92 $9,603 $10,093
 
May-92 $9,717 $10,212
 
Jun-92 $9,857 $10,384
 
Jul-92 $9,896 $10,695
 
Aug-92 $10,001 $10,590
 
Sep-92 $10,110 $10,659
 
Oct-92 $9,996 $10,555
 
Nov-92 $10,193 $10,744
 
Dec-92 $10,291 $10,853
 
Jan-93 $10,456 $10,979
 
Feb-93 $10,769 $11,377
 
Mar-93 $10,601 $11,256
 
Apr-93 $10,692 $11,370
 
May-93 $10,737 $11,433
 
Jun-93 $10,902 $11,624
 
Jul-93 $10,869 $11,639
 
Aug-93 $11,095 $11,882
 
Sep-93 $11,253 $12,017
 
Oct-93 $11,274 $12,040
 
Nov-93 $11,195 $11,934
 
Dec-93 $11,377 $12,186
 
                                                           ---------------------
                                                                               3
<PAGE>
ARIZONA TAX-FREE FUND
 
Jan-94 $11,507 $12,325
 
Feb-94 $11,208 $12,005
 
Mar-94 $10,954 $11,517
 
Apr-94 $11,016 $11,615
 
May-94 $11,089 $11,716
 
Jun-94 $11,048 $11,644
 
Jul-94 $11,206 $11,857
 
Aug-94 $11,260 $11,899
 
Sep-94 $11,148 $11,724
 
Oct-94 $10,964 $11,515
 
Nov-94 $10,800 $11,307
 
Dec-94 $11,001 $11,556
 
Jan-95 $11,247 $11,886
 
Feb-95 $11,514 $12,231
 
Mar-95 $11,607 $12,372
 
Apr-95 $11,656 $12,387
 
May-95 $11,904 $12,782
 
Jun-95 $11,879 $12,670
 
Jul-95 $11,997 $12,790
 
Aug-95 $12,115 $12,952
 
Sep-95 $12,159 $13,034
 
Oct-95 $12,272 $13,224
 
Nov-95 $12,409 $13,443
 
Dec-95 $12,507 $13,573
 
Jan-96 $12,602 $13,676
 
Feb-96 $12,532 $13,583
 
Mar-96 $12,325 $13,409
 
- ---------------------
4
<PAGE>
                                                           ARIZONA TAX-FREE FUND
 
Apr-96 $12,333 $13,371
 
May-96 $12,283 $13,366
 
Jun-96 $12,399 $13,512
 
Jul-96 $12,552 $13,633
 
Aug-96 $12,506 $13,630
 
Sep-96 $12,597 $13,821
 
THE RETURN FOR CLASS B SHARES OF THE ARIZONA TAX-FREE FUND WILL VARY FROM THE
RESULTS SHOWN DUE TO DIFFERENT EXPENSES AND LOAD STRUCTURES.
 
The accompanying chart compares the performance of the Stagecoach Arizona
Tax-Free Fund Class A shares since the inception of the predecessor Pacifica and
Westcore Funds (the "predecessor funds") with the Lehman Brothers 3-Year
Municipal Bond Index. The chart assumes a hypothetical $10,000 initial
investment in the Fund. For Class A shares the chart reflects the operating
expenses and the performance of the predecessor funds and assumes the maximum
initial sales charge of 4.5%. The Lehman Brothers 3-Year Municipal Bond Index is
an unmanaged index of municipal bonds with an approximately three year average
maturity. Please note that the Fund is a professionally managed mutual fund. The
Index presented here is not managed, does not incur expenses and is not
available directly for investment. Had this Index incurred operating expenses,
its performance would have been lower.
 
                                                           ---------------------
                                                                               5
<PAGE>
THIS PAGE IS INTENTIONALLY LEFT BLANK --
 
- ---------------------
6
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
 
- -------------------------
INVESTMENT ADVISER COMMENTS
RETURNS:
 
The Fund posted a return for the fiscal period from January 1, 1996 to September
30, 1996 of 1.27% for Class A shares. The return for Class B shares for the same
period was 0.73%. The one year total returns from October 1, 1995 to September
30, 1996 were 6.28% and 5.56%, respectively. These return figures are exclusive
of sales charges.
 
BENCHMARKS:
 
The year-to-date return for the Lehman Brothers Municipal Bond Index was 1.84%
through September 30, 1996.
 
ECONOMIC FACTORS INFLUENCING PERFORMANCE:
 
Throughout most of the year, municipal bond prices for all maturity lengths fell
as investors became concerned that the U.S. economy was growing too quickly and
would cause greater inflation, forcing the Federal Reserve to increase short-
term interest rates. Investors generally regained confidence in June, sending
prices higher, then reversed field in August when a variety of strong economic
releases revived concerns about the likelihood of a Fed tightening in September.
 
When the Fed did meet in late September, it decided to leave short-term rates
alone. The bond market responded by rallying once again.
 
Municipals have generally outperformed Treasury bonds throughout most of 1996,
with shorter and intermediate maturities outperforming long-term bonds as well.
During the third quarter, however, longer maturities outperformed shorter
maturities.
 
The State of California passed a balanced budget for fiscal 1996 - 97 that
provided small tax cuts for business and increased funding for public education.
For the first time in several years, the State had no deficit financing carrying
over from the prior fiscal year. In light of the improvements to the State's
balance sheet and the overall improvement in the State's economy, Standard &
Poor's raised its rating on the State's general obligation bonds from A to A+,
putting its rating in line with Moody's and Fitch.
 
STRATEGIC COMMENTS:
 
The Fund plans to reduce interest rate sensitivity and upgrade the credit
quality of its portfolio. Liquidity and high quality will continue to be
emphasized.
 
                                                           ---------------------
                                                                               7
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
 
- ---------------------
PERFORMANCE AT A GLANCE
CLASS A SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                        SINCE
AVERAGE ANNUAL TOTAL RETURNS                    1 YEAR      3 YEAR      INCEPTION
<S>                                             <C>         <C>         <C>
- --------------------------------------------------------------------------------------
With Maximum 4.5% Sales Charge                  1.52%       2.22%       6.22%
- --------------------------------------------------------------------------------------
Without Sales Charge                            6.28%       3.80%       7.25%
- --------------------------------------------------------------------------------------
</TABLE>
 
CLASS B SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                       SINCE
AVERAGE ANNUAL TOTAL RETURNS                               1 YEAR      INCEPTION
<S>                                                        <C>         <C>
- --------------------------------------------------------------------------------------
With Contingent Deferred Sales Charge(1)                   2.57%       9.16%
- --------------------------------------------------------------------------------------
Without Contingent Deferred Sales Charge                   5.56%       10.23%
- --------------------------------------------------------------------------------------
(1)Assumes redemption on 9/30/96.
</TABLE>
 
Past performance is not predictive of future results. The investment return and
net asset value of shares of the Fund will fluctuate with market conditions so
that shares of the Fund, when redeemed, may have a greater or lesser net asset
value than when originally purchased.
 
Average annual total returns for the indicated periods represent the average
annual increase in the value of an investment over the periods assuming
reinvestment of dividends and capital gain distributions at net asset value.
 
While the Fund principally invests in obligations exempt from federal income
taxes, a portion of the Fund's distributions may be subject to these state and
local taxes or the alternative minimum tax (AMT).
 
The Class A and Class B shares commenced operations on 1/1/92 and 1/1/95,
respectively.
 
The Fund's manager has voluntarily waived portions of its fees or has reimbursed
expenses to the Fund, which has reduced operating expenses for shareholders.
Without this reduction, the Fund's returns would have been lower.
 
- ---------------------
8
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
 
- --------------------------
GROWTH OF A $10,000 INVESTMENT
 
SC California Tax-Free Bond Class A Shares Lehman Brothers Municipal Bond Index
 
Inception $9,550 $10,000
 
Jan-92 $9,561 $10,023
 
Feb-92 $9,605 $10,026
 
Mar-92 $9,605 $10,030
 
Apr-92 $9,723 $10,119
 
May-92 $9,862 $10,239
 
Jun-92 $10,070 $10,411
 
Jul-92 $10,447 $10,723
 
Aug-92 $10,262 $10,618
 
Sep-92 $10,324 $10,687
 
Oct-92 $10,027 $10,582
 
Nov-92 $10,397 $10,772
 
Dec-92 $10,539 $10,882
 
Jan-93 $10,670 $11,008
 
Feb-93 $11,184 $11,406
 
Mar-93 $11,008 $11,285
 
Apr-93 $11,148 $11,399
 
May-93 $11,228 $11,463
 
Jun-93 $11,452 $11,655
 
Jul-93 $11,418 $11,670
 
Aug-93 $11,747 $11,912
 
Sep-93 $11,911 $12,048
 
Oct-93 $11,939 $12,071
 
                                                           ---------------------
                                                                               9
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
 
Nov-93 $11,734 $11,965
 
Dec-93 $11,996 $12,217
 
Jan-94 $12,153 $12,357
 
Feb-94 $11,813 $12,037
 
Mar-94 $11,216 $11,547
 
Apr-94 $11,256 $11,645
 
May-94 $11,395 $11,746
 
Jun-94 $11,292 $11,675
 
Jul-94 $11,563 $11,888
 
Aug-94 $11,582 $11,930
 
Sep-94 $11,355 $11,754
 
Oct-94 $11,118 $11,545
 
Nov-94 $10,867 $11,336
 
Dec-94 $11,123 $11,586
 
Jan-95 $11,538 $11,917
 
Feb-95 $11,882 $12,263
 
Mar-95 $11,996 $12,404
 
Apr-95 $11,976 $12,419
 
May-95 $12,398 $12,815
 
Jun-95 $12,188 $12,703
 
Jul-95 $12,273 $12,823
 
Aug-95 $12,431 $12,986
 
Sep-95 $12,532 $13,068
 
Oct-95 $12,749 $13,258
 
Nov-95 $12,990 $13,478
 
Dec-95 $13,151 $13,608
 
Jan-96 $13,230 $13,711
 
- ---------------------
10
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
 
Feb-96 $13,125 $13,618
 
Mar-96 $12,904 $13,444
 
Apr-96 $12,825 $13,406
 
May-96 $12,835 $13,401
 
Jun-96 $12,983 $13,547
 
Jul-96 $13,123 $13,669
 
Aug-96 $13,133 $13,666
 
Sep-96 $13,319 $13,857
 
THE RETURN FOR CLASS B SHARES OF THE CALIFORNIA TAX-FREE BOND FUND WILL VARY
FROM THE RESULTS SHOWN DUE TO DIFFERENT EXPENSES AND LOAD STRUCTURES.
 
The accompanying chart compares the performance of the Stagecoach California
Tax-Free Bond Fund Class A shares since its inception with the Lehman Brothers
Municipal Bond Index. The chart assumes a hypothetical $10,000 initial
investment in the Fund and reflects all operating expenses and assumes the
maximum initial sales charge of 4.5%. The Lehman Brothers Municipal Bond Index
is an unmanaged, broad-based index of municipal bonds. Please note that the Fund
is a professionally managed mutual fund. The Index presented here is not
managed, does not incur expenses and is not available directly for investment.
Had this Index incurred operating expenses, its performance would have been
lower.
 
                                                           ---------------------
                                                                              11
<PAGE>
THIS PAGE IS INTENTIONALLY LEFT BLANK --
 
- ---------------------
12
<PAGE>
                                                 CALIFORNIA TAX-FREE INCOME FUND
 
- -------------------------
INVESTMENT ADVISER COMMENTS
RETURNS:
 
The Fund posted a return for the fiscal period from January 1, 1996 to September
30, 1996 of 2.01% for Class A shares. The one year total return from October 1,
1995 to September 30, 1996 was 3.86%. These return figures are exclusive of
sales charges.
 
BENCHMARKS:
 
The year-to-date return for the Lehman Brothers Municipal Bond Index was 1.84%
through September 30, 1996.
 
ECONOMIC FACTORS INFLUENCING PERFORMANCE:
 
Throughout most of the year, municipal bond prices for all maturity lengths fell
as investors became concerned that the U.S. economy was growing too quickly and
would cause greater inflation, forcing the Federal Reserve to increase short-
term interest rates. Investors generally regained confidence in June, sending
prices higher, then reversed field in August when a variety of strong economic
releases revived concerns about the likelihood of a Fed tightening in September.
 
When the Fed did meet in late September, it decided to leave short-term rates
alone. The bond market responded by rallying once again.
 
Municipals have generally outperformed Treasury bonds throughout most of 1996,
with shorter and intermediate maturities outperforming long-term bonds as well.
During the third quarter, however, longer maturities outperformed shorter
maturities.
 
The Fund merged with the Pacifica Short-Term California Fund in September. The
addition of the new assets to the portfolio principally accomplished the
shortening of the average maturity and interest rate sensitivity of the Fund's
portfolio that had been planned in response to the continued uncertainty about
Federal Reserve action regarding short-term interest rates. The Fund's current
duration, which is one measure of interest rate sensitivity, is relatively
short. The Fund currently has 51.6% of its assets in AAA-rated securities.
 
The State of California passed a balanced budget for fiscal 1996 - 97 that
provided for small tax cuts for business and increased funding for public
education. For the first time in several years, the State had no deficit
financing carrying over from the prior fiscal year. In light of the improvements
to the State's balance sheet and the overall improvement in the State's economy,
Standard & Poor's raised its rating on the State's general obligation bonds from
A to A+, putting its rating in line with Moody's and Fitch.
 
STRATEGIC COMMENTS:
 
The Fund plans to reduce its interest rate sensitivity and upgrade the credit
quality of its portfolio. Liquidity and high quality will continue to be
emphasized.
 
                                                           ---------------------
                                                                              13
<PAGE>
CALIFORNIA TAX-FREE INCOME FUND
 
- ---------------------
PERFORMANCE AT A GLANCE
CLASS A PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                        SINCE
AVERAGE ANNUAL TOTAL RETURNS                    1 YEAR      3 YEAR      INCEPTION
<S>                                             <C>         <C>         <C>
- --------------------------------------------------------------------------------------
With Maximum 3.0% Sales Charge                  0.71%       2.63%       3.75%
- --------------------------------------------------------------------------------------
Without Sales Charge                            3.86%       3.68%       4.57%
- --------------------------------------------------------------------------------------
</TABLE>
 
Past performance is not predictive of future results. The investment return and
net asset value of shares of the Fund will fluctuate with market conditions so
that shares of the Fund, when redeemed, may have a greater or lesser net asset
value than when originally purchased.
 
Average annual total returns for the indicated periods represent the average
annual increase in the value of an investment over the periods assuming
reinvestment of dividends and capital gain distributions at net asset value.
 
While the Fund principally invests in obligations exempt from federal income
taxes, a portion of the Fund's distributions may be subject to these or state
and local taxes or the alternative minimum tax (AMT).
 
The Fund commenced operations on November 18, 1992.
 
The Fund's manager has voluntarily waived portions of its fees or has reimbursed
expenses to the Fund, which has reduced operating expenses for shareholders.
Without this reduction, the Fund's returns would have been lower.
 
- ---------------------
14
<PAGE>
                                                 CALIFORNIA TAX-FREE INCOME FUND
 
- --------------------------
GROWTH OF A $10,000 INVESTMENT
 
Lehman Brothers Municipal Bond - 3 Year Index SC California Tax-Free Income
Class A Shares
 
Inception $10,000 $9,700
 
Nov-92 $10,070 $9,708
 
Dec-92 $10,130 $9,782
 
Jan-93 $10,206 $9,871
 
Feb-93 $10,367 $10,077
 
Mar-93 $10,336 $9,994
 
Apr-93 $10,395 $10,047
 
May-93 $10,424 $10,062
 
Jun-93 $10,490 $10,153
 
Jul-93 $10,496 $10,128
 
Aug-93 $10,593 $10,270
 
Sep-93 $10,640 $10,351
 
Oct-93 $10,662 $10,373
 
Nov-93 $10,648 $10,343
 
Dec-93 $10,760 $10,477
 
Jan-94 $10,847 $10,551
 
Feb-94 $10,746 $10,400
 
Mar-94 $10,616 $10,283
 
Apr-94 $10,679 $10,317
 
May-94 $10,729 $10,353
 
Jun-94 $10,732 $10,337
 
Jul-94 $10,821 $10,435
 
                                                           ---------------------
                                                                              15
<PAGE>
CALIFORNIA TAX-FREE INCOME FUND
 
Aug-94 $10,860 $10,451
 
Sep-94 $10,833 $10,414
 
Oct-94 $10,807 $10,377
 
Nov-94 $10,788 $10,308
 
Dec-94 $10,834 $10,361
 
Jan-95 $10,924 $10,478
 
Feb-95 $11,039 $10,624
 
Mar-95 $11,138 $10,714
 
Apr-95 $11,176 $10,734
 
May-95 $11,347 $10,886
 
Jun-95 $11,374 $10,889
 
Jul-95 $11,494 $10,984
 
Aug-95 $11,584 $11,062
 
Sep-95 $11,617 $11,107
 
Oct-95 $11,673 $11,173
 
Nov-95 $11,747 $11,251
 
Dec-95 $11,796 $11,308
 
Jan-96 $11,888 $11,399
 
Feb-96 $11,890 $11,389
 
Mar-96 $11,861 $11,315
 
Apr-96 $11,876 $11,318
 
May-96 $11,886 $11,315
 
Jun-96 $11,957 $11,371
 
Jul-96 $12,023 $11,452
 
Aug-96 $12,042 $11,460
 
- ---------------------
16
<PAGE>
                                                 CALIFORNIA TAX-FREE INCOME FUND
 
Sep-96 $12,115 $11,535
 
The accompanying chart compares the performance of the Stagecoach California
Tax-Free Income Fund Class A shares since its inception with the Lehman Brothers
Municipal Bond Index. The chart assumes a hypothetical $10,000 initial
investment in the Fund and reflects all operating expenses and assumes the
maximum initial sales charge of 3.0%. The Lehman Brothers 3-Year Municipal Bond
Index is an unmanaged index of municipal bonds with an approximately three year
average maturity. Please note that the Fund is a professionally managed mutual
fund. The Index presented here is not managed, does not incur expenses and is
not available directly for investment. Had this Index incurred operating
expenses, its performance would have been lower.
 
                                                           ---------------------
                                                                              17
<PAGE>
THIS PAGE IS INTENTIONALLY LEFT BLANK --
 
- ---------------------
18
<PAGE>
                                                          NATIONAL TAX-FREE FUND
 
- -------------------------
INVESTMENT ADVISER COMMENTS
RETURNS:
 
The Fund posted a return for the fiscal period from January 1, 1996 to September
30, 1996 of 0.80% for Class A shares. The return for Class B shares for the same
period was 0.14%. The one year total returns from October 1, 1995 to September
30, 1996 were 4.03% and 3.13% respectively. These return figures are exclusive
of sales charges.
 
BENCHMARKS:
 
The year-to-date return for the Lehman Brothers Municipal Bond Index was 1.84%
through September 30, 1996.
 
ECONOMIC FACTORS INFLUENCING PERFORMANCE:
 
Throughout most of the year, municipal bond prices fell all along the yield
curve as investors became concerned that the U.S. economy was growing too
quickly and would cause greater inflation and force the Federal Reserve to
increase short-term interest rates. Investors regained confidence in June,
sending prices higher, then reversed field in August when a variety of strong
economic releases revived concerns about the likelihood of a Fed tightening in
September.
 
When the Fed did meet in late September, it decided to leave short-term rates
alone and the bond market responded by rallying once again.
 
Throughout most of the year, municipal bonds have generally outperformed
Treasuries. Municipal to Treasury yield ratios dropped to their lowest levels in
twelve months. Strong retail demand for individual bonds contributed to the
municipal market's stronger performance. During the quarter, the Fund sold bonds
with relatively poor call protection to cover shareholder redemptions.
 
The rating agencies will be reviewing the credit impact on local governments of
hurricane-damaged areas. Puerto Rico and several southeast and mid-Atlantic
states have suffered losses and some counties were declared federal disaster
areas. While some will receive federal aid through the Federal Emergency
Management Agency, rebuilding will no doubt still cause enormous cash demands on
local governments. No adverse rating changes are anticipated at this time on
issuers affected by the storms. Those municipalities with good financial
performance and healthy economies prior to the damage are expected to be able to
successfully meet cash demands and other challenges encountered while
rebuilding.
 
STRATEGIC COMMENT:
 
The Fund will continue to emphasize credit quality and call protection in its
new purchases and reduce its holdings of higher coupon bonds which may be called
by their issuers.
 
                                                           ---------------------
                                                                              19
<PAGE>
NATIONAL TAX-FREE FUND
 
- ---------------------
PERFORMANCE AT A GLANCE
CLASS A SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                        SINCE
AVERAGE ANNUAL TOTAL RETURNS                    1 YEAR      3 YEAR      INCEPTION
<S>                                             <C>         <C>         <C>
- --------------------------------------------------------------------------------------
With Maximum 4.5% Sales Charge                  (0.64)%     2.15%       3.69%
- --------------------------------------------------------------------------------------
Without Sales Charge                            4.03 %      3.73%       5.00%
- --------------------------------------------------------------------------------------
</TABLE>
 
CLASS B SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                        SINCE
AVERAGE ANNUAL TOTAL RETURNS                    1 YEAR      3 YEAR      INCEPTION
<S>                                             <C>         <C>         <C>
- --------------------------------------------------------------------------------------
With Contingent Deferred Sales Charge(1)        0.13%       2.61%       3.95%
- --------------------------------------------------------------------------------------
Without Contingent Deferred Sales Charge        3.13%       2.93%       4.19%
- --------------------------------------------------------------------------------------
(1)Assumes redemption on 9/30/96.
</TABLE>
 
Past performance is not predictive of future results. The investment return and
net asset value of shares of the Fund will fluctuate with market conditions so
that shares of the Fund, when redeemed, may have a greater or lesser net asset
value than when originally purchased.
 
Average annual total returns for the indicated periods represent the average
annual increase in the value of an investment over the periods assuming
reinvestment of dividends and capital gain distributions at net asset value.
 
While the Fund principally invests in obligations exempt from federal income
taxes, a portion of the Fund's distributions may be subject to these or state
and local taxes or the alternative minimum tax (AMT).
 
The Stagecoach National Tax-Free Fund commenced operations on September 6, 1996
as the successor to the Pacifica National Tax-Exempt Fund (10/95 to 9/96) and
the Westcore Quality Tax-Exempt Income Fund (1/93 to 9/95). Historical
performance has been calculated using returns produced by these funds for
applicable periods. Class A performance reflects Pacifica Class A and Westcore
Fund performance. Class B performance also reflects such performance but has
been adjusted to reflect Class B share expense levels in effect as of September
6, 1996.
 
The Fund's manager has voluntarily waived portions of its fees or has reimbursed
expenses to the Fund, which has reduced operating expenses for shareholders.
Without this reduction, the Fund's returns would have been lower.
 
- ---------------------
20
<PAGE>
                                                          NATIONAL TAX-FREE FUND
 
- --------------------------
GROWTH OF A $10,000 INVESTMENT
 
SC National Tax-Free Class A Shares Lehman Brothers Municipal Bond Index
 
Inception $9,550 $10,000
 
Feb-93 $9,807 $10,362
 
Mar-93 $9,646 $10,252
 
Apr-93 $9,734 $10,356
 
May-93 $9,753 $10,414
 
Jun-93 $9,922 $10,588
 
Jul-93 $9,887 $10,601
 
Aug-93 $10,089 $10,822
 
Sep-93 $10,235 $10,945
 
Oct-93 $10,224 $10,966
 
Nov-93 $10,168 $10,870
 
Dec-93 $10,342 $11,099
 
Jan-94 $10,464 $11,225
 
Feb-94 $10,195 $10,935
 
Mar-94 $9,909 $10,490
 
Apr-94 $9,967 $10,579
 
May-94 $10,050 $10,671
 
Jun-94 $10,017 $10,606
 
Jul-94 $10,151 $10,800
 
Aug-94 $10,182 $10,838
 
Sep-94 $10,039 $10,678
 
Oct-94 $9,884 $10,488
 
Nov-94 $9,711 $10,298
 
                                                           ---------------------
                                                                              21
<PAGE>
NATIONAL TAX-FREE FUND
 
Dec-94 $9,894 $10,525
 
Jan-95 $10,107 $10,826
 
Feb-95 $10,362 $11,141
 
Mar-95 $10,463 $11,269
 
Apr-95 $10,487 $11,282
 
May-95 $10,751 $11,642
 
Jun-95 $10,726 $11,540
 
Jul-95 $10,835 $11,649
 
Aug-95 $10,940 $11,797
 
Sep-95 $10,980 $11,872
 
Oct-95 $11,107 $12,045
 
Nov-95 $11,243 $12,244
 
Dec-95 $11,331 $12,362
 
Jan-96 $11,434 $12,456
 
Feb-96 $11,367 $12,371
 
Mar-96 $11,201 $12,213
 
Apr-96 $11,179 $12,179
 
May-96 $11,152 $12,174
 
Jun-96 $11,219 $12,307
 
Jul-96 $11,361 $12,417
 
Aug-96 $11,324 $12,415
 
Sep-96 $11,422 $12,589
 
THE RETURN FOR CLASS B SHARES OF THE NATIONAL TAX-FREE FUND WILL VARY FROM THE
RESULTS SHOWN DUE TO DIFFERENT EXPENSES AND LOAD STRUCTURES.
 
The accompanying chart compares the performance of the Stagecoach National
Tax-Free Fund shares since the inception of the predecessor Pacifica and
Westcore Funds (the "predecessor funds") with the Lehman Brothers Municipal Bond
Index. The chart assumes a hypothetical $10,000 initial investment in the Fund.
The chart reflects the Class A shares operating expenses and the performance of
the predecessor funds and assumes the maximum initial sales charge of 4.5%. The
Lehman Brothers Municipal Bond Index
 
- ---------------------
22
<PAGE>
                                                          NATIONAL TAX-FREE FUND
is an unmanaged index of municipal bonds with an approximately three year
average maturity. Please note that the Fund is a professionally managed mutual
fund. The Index presented here is not managed, does not incur expenses and is
not available directly for investment. Had this Index incurred operating
expenses, its performance would have been lower.
 
                                                           ---------------------
                                                                              23
<PAGE>
THIS PAGE IS INTENTIONALLY LEFT BLANK --
 
- ---------------------
24
<PAGE>
                                                            OREGON TAX-FREE FUND
 
- -------------------------
INVESTMENT ADVISER COMMENTS
RETURNS:
 
The Fund posted a return for the fiscal period from January 1, 1996 to September
30, 1996 of 1.01% for Class A shares. The return for Class B shares for the same
period was 0.42%. The one year total returns from October 1, 1995 to September
30, 1996 were 5.03% and 4.30%, respectively. These return figures are exclusive
of sales charges.
 
BENCHMARKS:
 
The year-to-date return for the Lehman Brothers Municipal Bond Index was 1.84%
through September 30, 1996.
 
ECONOMIC FACTORS INFLUENCING PERFORMANCE:
 
Throughout most of the year, municipal bond prices fell all along the yield
curve as investors became concerned that the U.S. economy was growing too
quickly and would cause greater inflation and force the Federal Reserve to
increase short-term interest rates. Investors generally regained confidence in
June, sending prices higher, then reversed field in August when a variety of
strong economic releases revived concerns about the likelihood of a Fed
tightening in September.
 
When the Fed did meet in late September, it decided to leave short-term rates
alone and the bond market responded by rallying once again.
 
Throughout most of the year, municipal bonds have generally outperformed
Treasuries. Municipal to Treasury yield ratios dropped to their lowest levels in
twelve months. Strong retail demand for individual bonds contributed to the
municipal market's stronger performance. During the quarter, the Fund sold bonds
with relatively poor call protection to cover shareholder redemptions.
 
A large volume of new bonds have been issued in Oregon. The excess of new
municipal supply caused Oregon bonds to trade at levels considered attractive
relative to comparable national tax exempt securities.
 
STRATEGIC COMMENT:
 
Municipal issuers are generally anxious to come to market before the November
election because Oregon's new tax initiatives could limit their taxing
authority. Bond counselors generally are of the opinion that bonds issued prior
to the elections would be protected by the contracts clause in the existing
bonds. If the new tax measures pass, the long-term credit quality of local
governments could be adversely affected by the municipalities restricted
financial flexibility. We will be closely monitoring the progress.
 
The Fund will continue to emphasize credit quality and call protection in its
new purchases and reduce its holdings of higher coupon bonds that may be
recalled by their issuers.
 
                                                           ---------------------
                                                                              25
<PAGE>
OREGON TAX-FREE FUND
 
- ---------------------
PERFORMANCE AT A GLANCE
CLASS A SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         SINCE
AVERAGE ANNUAL TOTAL RETURNS         1 YEAR      3 YEAR      5 YEAR      INCEPTION
<S>                                  <C>         <C>         <C>         <C>
- ---------------------------------------------------------------------------------------
With Maximum 4.5% Sales Charge       0.31%       1.99%       5.37%       6.48%
- ---------------------------------------------------------------------------------------
Without Sales Charge                 5.03%       3.56%       6.34%       7.08%
- ---------------------------------------------------------------------------------------
</TABLE>
 
CLASS B SHARE PERFORMANCE AS OF 9/30/96
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                         SINCE
AVERAGE ANNUAL TOTAL RETURNS         1 YEAR      3 YEAR      5 YEAR      INCEPTION
<S>                                  <C>         <C>         <C>         <C>
- ----------------------------------------------------------------------------------------
With Contingent Deferred Sales
Charge(1)                            1.30%       2.53%       5.61%       6.33%
- ----------------------------------------------------------------------------------------
Without Contingent Deferred Sales
Charge                               4.30%       2.84%       5.61%       6.33%
- ----------------------------------------------------------------------------------------
(1)Assumes redemption on 9/30/96.
</TABLE>
 
Past performance is not predictive of future results. The investment return and
net asset value of shares of the Fund will fluctuate with market conditions so
that shares of the Fund, when redeemed, may have a greater or lesser net asset
value than when originally purchased.
 
Average annual total returns for the indicated periods represent the average
annual increase in the value of an investment over the periods assuming
reinvestment of dividends and capital gain distributions at net asset value.
 
While the Fund principally invests in obligations exempt from federal income
taxes, a portion of the Fund's distributions may be subject to these or state
and local taxes or the alternative minimum tax (AMT).
 
The Stagecoach Oregon Tax-Free Fund commenced operations on September 6, 1996 as
the successor to the Pacifica Oregon Tax-Exempt Fund (10/95 to 9/96) and the
Westcore Oregon Tax-Free Fund (6/88 to 9/95). Historical performance has been
calculated using returns produced by these funds for applicable periods. Class A
performance reflects Pacifica Class A and Westcore Fund performance. Class B
performance also reflects such performance but has been adjusted to reflect
Class B share expense levels in effect as of September 6, 1996.
 
The Fund's manager has voluntarily waived portions of its fees or has reimbursed
expenses to the Fund, which has reduced operating expenses for shareholders.
Without this reduction, the Fund's returns would have been lower.
 
- ---------------------
26
<PAGE>
                                                            OREGON TAX-FREE FUND
 
- --------------------------
GROWTH OF A $10,000 INVESTMENT
 
SC Oregon Tax-Free Class A Shares Lehman Brothers Municipal Bond Index
 
Inception $9,550 $10,000
 
Jun-88 $9,595 $10,146
 
Jul-88 $9,579 $10,212
 
Aug-88 $9,731 $10,221
 
Sep-88 $9,890 $10,406
 
Oct-88 $9,838 $10,589
 
Nov-88 $9,932 $10,492
 
Dec-88 $10,015 $10,599
 
Jan-89 $10,108 $10,818
 
Feb-89 $10,027 $10,695
 
Mar-89 $10,022 $10,669
 
Apr-89 $10,207 $10,922
 
May-89 $10,365 $11,149
 
Jun-89 $10,531 $11,301
 
Jul-89 $10,624 $11,455
 
Aug-89 $10,588 $11,342
 
Sep-89 $10,519 $11,308
 
Oct-89 $10,660 $11,446
 
Nov-89 $10,829 $11,647
 
Dec-89 $10,841 $11,742
 
Jan-90 $10,755 $11,687
 
Feb-90 $10,877 $11,791
 
Mar-90 $10,836 $11,795
 
                                                           ---------------------
                                                                              27
<PAGE>
OREGON TAX-FREE FUND
 
Apr-90 $10,748 $11,710
 
May-90 $10,967 $11,965
 
Jun-90 $11,073 $12,070
 
Jul-90 $11,245 $12,248
 
Aug-90 $11,046 $12,070
 
Sep-90 $11,094 $12,077
 
Oct-90 $11,233 $12,296
 
Nov-90 $11,419 $12,543
 
Dec-90 $11,494 $12,598
 
Jan-91 $11,627 $12,767
 
Feb-91 $11,750 $12,878
 
Mar-91 $11,792 $12,883
 
Apr-91 $11,903 $13,055
 
May-91 $12,017 $13,171
 
Jun-91 $11,988 $13,158
 
Jul-91 $12,170 $13,318
 
Aug-91 $12,292 $13,494
 
Sep-91 $12,416 $13,669
 
Oct-91 $12,506 $13,792
 
Nov-91 $12,472 $13,831
 
Dec-91 $12,709 $14,128
 
Jan-92 $12,723 $14,161
 
Feb-92 $12,765 $14,165
 
Mar-92 $12,776 $14,171
 
Apr-92 $12,885 $14,297
 
May-92 $13,032 $14,466
 
Jun-92 $13,229 $14,709
 
- ---------------------
28
<PAGE>
                                                            OREGON TAX-FREE FUND
 
Jul-92 $13,657 $15,150
 
Aug-92 $13,477 $15,001
 
Sep-92 $13,503 $15,099
 
Oct-92 $13,298 $14,951
 
Nov-92 $13,588 $15,219
 
Dec-92 $13,729 $15,374
 
Jan-93 $13,842 $15,552
 
Feb-93 $14,280 $16,115
 
Mar-93 $14,115 $15,944
 
Apr-93 $14,270 $16,105
 
May-93 $14,382 $16,195
 
Jun-93 $14,634 $16,466
 
Jul-93 $14,655 $16,487
 
Aug-93 $14,999 $16,830
 
Sep-93 $15,200 $17,022
 
Oct-93 $15,196 $17,054
 
Nov-93 $15,152 $16,904
 
Dec-93 $15,429 $17,261
 
Jan-94 $15,601 $17,458
 
Feb-94 $15,242 $17,006
 
Mar-94 $14,610 $16,314
 
Apr-94 $14,539 $16,452
 
May-94 $14,716 $16,595
 
Jun-94 $14,564 $16,494
 
Jul-94 $14,834 $16,796
 
Aug-94 $14,886 $16,855
 
Sep-94 $14,620 $16,607
 
                                                           ---------------------
                                                                              29
<PAGE>
OREGON TAX-FREE FUND
 
Oct-94 $14,271 $16,311
 
Nov-94 $13,982 $16,016
 
Dec-94 $14,428 $16,369
 
Jan-95 $14,902 $16,836
 
Feb-95 $15,320 $17,326
 
Mar-95 $15,424 $17,525
 
Apr-95 $15,431 $17,546
 
May-95 $15,882 $18,106
 
Jun-95 $15,722 $17,947
 
Jul-95 $15,821 $18,117
 
Aug-95 $15,962 $18,347
 
Sep-95 $16,075 $18,463
 
Oct-95 $16,297 $18,732
 
Nov-95 $16,568 $19,043
 
Dec-95 $16,714 $19,226
 
Jan-96 $16,762 $19,372
 
Feb-96 $16,676 $19,240
 
Mar-96 $16,454 $18,994
 
Apr-96 $16,388 $18,940
 
May-96 $16,405 $18,933
 
Jun-96 $16,561 $19,139
 
Jul-96 $16,717 $19,312
 
Aug-96 $16,711 $19,308
 
Sep-96 $16,883 $19,578
 
THE RETURN FOR CLASS B SHARES OF THE OREGON TAX-FREE FUND WILL VARY FROM THE
RESULTS SHOWN DUE TO DIFFERENT EXPENSES AND LOAD STRUCTURES.
 
- ---------------------
30
<PAGE>
                                                            OREGON TAX-FREE FUND
 
The accompanying chart compares the performance of the Stagecoach Oregon
Tax-Free Fund since the inception of the predecessor Pacifica and Westcore Funds
(the "predecessor funds") with the Lehman Brothers Municipal Bond Index. The
chart assumes a hypothetical $10,000 initial investment in the Fund. The chart
reflects the Class A shares operating expenses and the performace of the
predecessor funds and assumes the maximum initial sales charge of 4.5%. The
Lehman Brothers Municipal Bond Index is an unmanaged index of municipal bonds
with an approximately three year average maturity. Please note that the Fund is
a professionally managed mutual fund. The Index presented here is not managed,
does not incur expenses and is not available directly for investment. Had this
Index incurred operating expenses, its performance would have been lower.
 
                                                           ---------------------
                                                                              31
<PAGE>
                                                           ARIZONA TAX-FREE FUND
- ---------------------------------------------------
PORTFOLIO OF INVESTMENTS  - SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             ARIZONA MUNICIPAL BONDS - 95.34%
$   500,000  Arizona State Wastewater Management Authority
               Financial Assistance AMBAC Insured                 5.60 %        07/01/12   $     497,255
    130,000  Bullhead City AZ Special Assessment Parkway
               Improvement District                               6.10          01/01/02         136,739
    170,000  Bullhead City AZ Special Assessment Parkway
               Improvement District                               6.10          01/01/03         179,389
    500,000  Chandler AZ Street & Highway User Revenue            6.00          07/01/11         519,215
    200,000  Coconino & Yavapai County AZ Sedona USD              6.10          07/01/00         208,934
    650,000  Coconino & Yavapai County AZ Sedona USD              5.40          07/01/02         663,442
    700,000  Glendale AZ High School USD                          5.10          07/01/05         702,611
    110,000  Glendale AZ Improvement District                     6.00          01/01/01         115,030
    175,000  Glendale AZ Improvement District                     6.00          01/01/02         183,932
    235,000  Glendale AZ Water & Sewer Revenue                    9.00          07/01/03         291,264
    500,000  Maricopa County AZ Community College District
               Building Revenue MBIA Insured                      5.05          07/15/04         501,570
    500,000  Maricopa County AZ USD Fountain Hills                5.13          07/01/10         485,010
    495,000  Maricopa County AZ USD Glendale FGIC Insured         5.00          07/01/10         471,903
  1,500,000  Maricopa County AZ USD Mesa GO FGIC Insured          5.55          07/01/04       1,531,515
    150,000  Maricopa County AZ USD Osborn                        6.10          07/01/04         160,098
  1,000,000  Maricopa County AZ USD Paradise Valley MBIA
               Insured                                            5.40          07/01/12         984,890
  1,500,000  Maricopa County AZ USD Peoria                        5.50          07/01/10       1,487,535
    500,000  Maricopa County AZ USD Phoenix Series A              5.50          07/01/10         502,740
    500,000  Maricopa County AZ USD Phoenix Series A              5.40          07/01/09         500,725
    330,000  Maricopa County AZ USD Temple FGIC Insured           5.00          07/01/03         332,723
    415,000  Maricopa County AZ USD Tolleson AMBAC Insured        5.80          07/01/07         431,127
    150,000  Maricopa County AZ USD Tolleson FGIC Insured         5.45          07/01/04         153,248
</TABLE>
 
- ------------------------
20
<PAGE>
                                                           ARIZONA TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             ARIZONA MUNICIPAL BONDS (CONTINUED)
$   500,000  Mohave County AZ IDA Baptist Hospital MBIA
               Insured                                            5.70 %        09/01/15   $     496,485
    500,000  Navajo County AZ USD Blueridge GO FSA Insured        5.80          07/01/07         519,080
    100,000  Peoria AZ Improvement District                       7.30          01/01/99         104,750
    500,000  Phoenix AZ Civic Improvement Water System
               Revenue                                            5.60          07/01/17         496,895
    215,000  Phoenix AZ Special Assessment Central Avenue
               Improvement District                               7.00          01/01/99         224,251
    750,000  Phoenix AZ Street & Highway User Revenue             6.40          07/01/04         809,805
    335,000  Pima County AZ Community College District            5.50          07/01/12         332,387
    250,000  Pima County AZ USD Amphitheater Series E             6.50          07/01/05         274,535
     75,000  Pima County AZ USD Amphitheater Series E             6.00          07/01/04          78,663
    300,000  Pima County AZ USD Tucson FGIC Insured               5.90          07/01/05         317,769
    800,000  Pima County AZ USD Tucson Series D FGIC Insured      6.10          07/01/12         829,896
    500,000  Salt River AZ Agricultural Improvement Series A      5.75          01/01/13         503,895
    500,000  Salt River AZ Agricultural Improvement Series A      5.30          01/01/03         514,590
    250,000  Salt River AZ Agricultural Improvement Series A      5.63          01/01/06         261,495
    500,000  Salt River AZ Agricultural Improvement Series B      5.25          01/01/13         480,305
  2,000,000  Salt River AZ Agricultural Improvement Series C      5.00          01/01/16       1,832,780
    250,000  Tucson AZ GO FGIC Insured                            5.80          07/01/05         265,198
    500,000  Tucson AZ Street & Highway User Revenue MBIA
               Insured                                            5.10          07/01/03         505,305
    500,000  Tucson AZ Street & Highway User Revenue MBIA
               Insured                                            5.50          07/01/12         491,060
    500,000  University AZ Foundation COP MBIA Insured            4.90          08/01/08         473,084
</TABLE>
 
                                                           ---------------------
                                                                              21
<PAGE>
ARIZONA TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             ARIZONA MUNICIPAL BONDS (CONTINUED)
$   500,000  Yuma County AZ Municipal Property Corp Revenue
               AMBAC Insured                                      5.13 %        07/01/08   $     486,640
    500,000  Yuma County AZ USD FGIC Insured                      5.70          07/01/06         520,265
                                                                                           --------------
             TOTAL ARIZONA MUNICIPAL BONDS                                                 $  21,860,028
             (Cost $21,703,897)
 
             SHORT-TERM ARIZONA MUNICIPAL BOND+ - 1.31%
$   300,000  Phoenix AZ GO V/R                                    3.45 %        06/01/20   $     300,000
             (Cost $300,000)
 
             TOTAL INVESTMENTS IN SECURITIES
</TABLE>
 
<TABLE>
<C>           <S>                                                     <C>                   <C>
              (Cost $22,003,897)* (Notes 1 and 3)                      96.65%               $  22,160,028
              Other Assets and Liabilities                              3.35                      767,707
                                                                      ------                --------------
              TOTAL NET ASSETS                                        100.00%               $  22,927,735
                                                                      ------                --------------
                                                                      ------                --------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
  +  THIS VARIABLE RATE SECURITY IS SUBJECT TO A DEMAND FEATURE WHICH
     REDUCES THE REMAINING MATURITY.
  *  COST FOR FEDERAL INCOME TAX PURPOSES ARE THE SAME AS FOR FINANCIAL
     STATEMENT PURPOSES AND NET UNREALIZED APPRECIATION CONSISTS OF:
 
<TABLE>
<S>                             <C>
Gross Unrealized Appreciation   $    355,013
Gross Unrealized Depreciation       (198,882)
                                ------------
NET UNREALIZED APPRECIATION     $    156,131
                                ------------
                                ------------
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
- ------------------------
22
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
- ---------------------------------------------------
PORTFOLIO OF INVESTMENTS  - SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS - 94.08%
$ 3,000,000  ABAG Finance Authority for Nonprofit Corp CA
               Stanford University Hospital                       5.50 %        11/01/13   $   2,854,980
  1,000,000  Alameda CA USD AMBAC Insured                         5.95          07/01/09       1,035,640
  1,000,000  Alameda CA USD AMBAC Insured                         6.05          07/01/11       1,032,310
  2,000,000  Alameda County CA Public Facilities Corp COP         6.25          06/01/06       2,091,340
  3,620,000  Antioch CA Public FA Water Revenue Water
               Treatment Plant Project MBIA Insured               5.63          07/01/14       3,618,480
  1,330,000  Arcadia CA USD Capital Appreciation Series A
               MBIA Insured                                       6.77 *        09/01/06         785,698
  1,430,000  Arcadia CA USD Capital Appreciation Series A
               MBIA Insured                                       7.37 *        09/01/07         792,678
  2,545,000  Bonita CA USD COP MBIA Insured                       5.63          05/01/10       2,572,690
  1,300,000  Burbank Glendale Pasadena CA Airport Authority
               Revenue AMBAC Insured                              6.40          06/01/10       1,360,294
  1,500,000  California State DWR Central Valley Project
               Revenue                                            5.00          12/01/12       1,407,675
    400,000  California State DWR Central Valley Project
               Revenue Series F                                   6.00          12/01/11         403,096
  5,000,000  California State DWR Central Valley Project
               Revenue Series J                                   6.00          12/01/07       5,359,500
  1,830,000  California State DWR Central Valley Project
               Revenue Series L                                   5.75          12/01/13       1,829,780
  1,000,000  California State DWR Central Valley Project
               Revenue Series L                                   5.75          12/01/14         999,880
  3,235,000  California State DWR Central Valley Project
               Revenue Series O                                   4.75          12/01/17       2,826,840
    680,000  California State EDFA Revenue Mills College          6.70          09/01/05         739,996
     50,000  California State EDFA Revenue Pomona College         6.13          02/15/08          52,516
  1,000,000  California State EDFA Revenue Pomona College GO      5.60          12/01/14         965,000
  3,200,000  California State EDFA Revenue Pomona College GO      6.00          02/15/17       3,239,200
</TABLE>
 
                                                           ---------------------
                                                                              23
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 4,435,000  California State EDFA Revenue St Mary's College      4.75 %        10/01/20   $   3,650,271
    750,000  California State EDFA Revenue University of San
               Diego Project                                      6.50          10/01/08         799,103
  1,000,000  California State EDFA Revenue University of San
               Francisco MBIA Insured                             5.60          10/01/10       1,017,220
  1,000,000  California State GO                                  4.75          09/01/12         901,850
  1,000,000  California State GO                                  4.75          09/01/11         905,680
  1,000,000  California State GO                                  6.70          02/01/04       1,105,810
  3,000,000  California State GO AMBAC Insured                    5.75          03/01/15       3,005,370
  1,910,000  California State GO Eagles II Series 6               7.54 *        04/01/10         887,577
  3,000,000  California State GO MBIA Insured                     6.00          10/01/10       3,174,450
     50,000  California State HFA Home Mortgage Revenue
               Series B FHA Collateralized                        6.90          08/01/16          50,529
    200,000  California State HFA Home Mortgage Revenue
               Series B MBIA Insured                              6.90          08/01/16         202,088
    300,000  California State HFA Home Mortgage Revenue
               Series G AMT Multiple Credit Enhancements          6.95          08/01/11         316,710
    500,000  California State HFA Home Multi Unit Rental
               Mortgage Revenue Series B-II                       6.70          08/01/15         520,300
    500,000  California State HFA Home Multi-Unit Rental
               Mortgage Revenue Series C-II AMT                   6.85          08/01/15         520,180
  1,250,000  California State HFA Multi-Unit Rental Housing
               Revenue Series A AMT                               5.50          08/01/15       1,147,725
  1,500,000  California State HFFA Revenue Kaiser Permanente
               Series A                                           6.25          03/01/21       1,557,885
  2,000,000  California State HFFA Revenue Scripps Memorial
               Hospital MBIA Insured                              6.40          10/01/12       2,098,160
  2,000,000  California State HFFA Revenue Scripps Research
               Institute                                          6.63          07/01/14       2,123,940
    600,000  California State HFFA Revenue Small Insured
               Health Facilities Series A                         6.70          03/01/11         628,788
  1,000,000  California State HFFA Revenue Special Episcopal
               Homes Mortgage                                     7.30          07/01/00       1,020,850
  5,000,000  California State HFFA San Diego Hospital
               Association MBIA Insured                           6.20          08/01/12       5,146,150
</TABLE>
 
- ------------------------
24
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 1,795,000  California State HFFA Scripps Memorial Hospital
               Series A MBIA Insured                              6.25 %        10/01/13   $   1,858,453
  2,500,000  California State PCFA Pacific Gas & Electric Co
               AMT                                                6.35          06/01/09       2,596,725
  1,445,000  California State PCFA Pacific Gas & Electric Co
               AMT                                                6.63          06/01/09       1,534,330
  2,000,000  California State Public Works Board Lease
               Revenue Community Colleges                         6.63          09/01/07       2,140,680
  3,000,000  California State Public Works Board Lease
               Revenue Department of Corrections AMBAC
               Insured                                            5.25          01/01/21       2,804,790
  3,000,000  California State Public Works Board Lease
               Revenue Department of Corrections AMBAC
               Insured                                            6.40          11/01/10       3,236,580
  2,000,000  California State Public Works Board Lease
               Revenue Department of Corrections Series A
               AMBAC Insured                                      5.50          01/01/15       1,972,380
  1,000,000  California State Public Works Board Lease
               Revenue University Of California Project
               Series A AMBAC Insured                             6.00          12/01/12       1,017,360
  1,755,000  California State Public Works Board Lease
               Revenue University Of California Project
               Series A AMBAC Insured                             6.30          12/01/09       1,872,497
  5,000,000  California State Universities & Colleges
               Revenue HSG System FGIC Insured                    5.80          11/01/17       5,030,050
  1,500,000  California Statewide CDA Lease Revenue Oakland
               Convention Centers Project AMBAC Insured           5.50          10/01/14       1,462,980
  6,800,000  California Statewide CDA Lease Revenue Oakland
               Convention Centers Project AMBAC Insured           6.00          10/01/10       7,026,780
  1,000,000  California Statewide CDA Motion Picture and
               Television Development AMBAC Insured               5.20          01/01/11         958,800
  1,750,000  California Statewide CDA Motion Picture and
               Television Development AMBAC Insured               5.25          01/01/12       1,675,013
</TABLE>
 
                                                           ---------------------
                                                                              25
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$   500,000  California Statewide CDA Revenue COP Health
               Facilities Barton Memorial Hospital LOC -
               Banque Nationale de Paris                          6.40 %        12/01/05   $     508,100
  1,810,000  California Statewide CDA Revenue COP Hospital
               Cedars Sinai Medical Center                        6.50          08/01/12       1,917,930
  1,500,000  California Statewide CDA Revenue COP Sutter
               Health Obligated Group AMBAC Insured               6.00          08/15/09       1,539,600
  1,935,000  California Statewide CDA Water Revenue Series A      6.00          07/01/10       1,985,504
  2,000,000  Capistrano CA Unified PFA Special Tax Revenue
               AMBAC Insured                                      5.25          09/01/09       1,950,000
    200,000  Capitol Area Development Authority Sacramento
               CA Lease Revenue Series A MBIA Insured             6.50          04/01/12         212,402
  1,000,000  Cerritos CA PFA Redevelopment Los Cerritos
               Redevelopment Project Revenue                      6.05          11/01/20         988,680
  1,800,000  Chino Basin CA Regional Financial Authority
               Revenue Municipal Water District Sewer
               Systems Project AMBAC insured                      6.00          08/01/16       1,843,218
    400,000  Chula Vista CA COP Town Centre II Package
               Project RDA                                        6.00          09/01/07         408,608
    735,000  Chula Vista CA COP Town Centre II Package
               Project RDA                                        6.00          09/01/08         745,680
    820,000  Chula Vista CA COP Town Centre II Package
               Project Redevelopment Agency                       6.00          09/01/10         826,232
  2,000,000  Coachella CA Water Revenue COP FSA Insured           6.10          03/01/22       2,050,040
    985,000  Coachella Valley CA Water District Improvement
               District #07 Storm Water District Flood
               Control Project                                    6.45          10/01/05       1,056,738
  1,000,000  Coachella Valley CA Water District Improvement
               District #71 Storm Water District Flood
               Control                                            6.60          10/01/06       1,073,500
  2,500,000  Concord CA RDFA Tax Allocation                       5.75          07/01/10       2,373,575
  3,240,000  Contra Costa CA Water District Revenue FGIC
               Insured                                            6.00          10/01/13       3,316,432
</TABLE>
 
- ------------------------
26
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 2,505,000  Contra Costa CA Water Treatment Revenue FGIC
               Insured                                            5.70 %        10/01/12   $   2,508,206
  1,500,000  Contra Costa County CA COP Public Facilities
               Merrithew Memorial Hospital Replacement            6.60          11/01/12       1,563,825
  2,000,000  Contra Costa County CA Transportation Authority
               Sales Tax Revenue Series A Escrowed to
               Maturity                                           6.50          03/01/09       2,204,020
  1,000,000  Contra Costa County CA Water Treatment Revenue
               Series A FGIC Insured                              5.60          10/01/10       1,004,500
  1,045,000  Corona CA PFA Public Improvement Revenue             5.95          07/01/07       1,035,407
  1,075,000  Cotati CA Facilities Financing Authority Tax
               Allocation Series A                                5.60          09/01/12       1,004,803
  1,250,000  Cucamonga County CA Water District COP
               Refinancing Facilities FGIC Insured                6.30          09/01/12       1,304,475
     15,000  Culver City CA RDFA AMBAC Insured                    6.75          11/01/15          15,993
  2,500,000  Cupertino CA Series A AMBAC Insured                  5.75          07/01/16       2,510,575
  1,450,000  Cupertino CA Series B                                6.25          07/01/10       1,476,492
  1,855,000  Duarte CA COP City of Hope National Medical
               Center                                             6.13          04/01/13       1,830,440
  1,000,000  East Bay CA MUD Wastewater Treatment Revenue
               FGIC Insured                                       5.00          06/01/16         920,980
  3,000,000  East Bay CA MUD Wastewater Treatment Revenue
               MBIA Insured                                       5.00          06/01/14       2,792,580
  1,500,000  East Bay CA MUD Wastewater Treatment System
               Revenue AMBAC Insured                              6.00          06/01/09       1,557,660
  1,000,000  East Bay CA MUD Water System Revenue FGIC
               Insured                                            6.00          06/01/12       1,019,550
  1,195,000  East Bay CA Regional Park District Series B          5.75          09/01/14       1,181,401
  5,000,000  Elsinore Valley CA Municipal Water District COP
               Series A FGIC Insured                              5.75          07/01/19       5,021,150
  1,000,000  Elsinore Valley CA Municipal Water District COP
               Series A FGIC Insured                              6.00          07/01/12       1,044,410
  3,000,000  Emeryville CA PFA Housing Increment Revenue
               Series A                                           6.35          05/01/10       3,085,230
</TABLE>
 
                                                           ---------------------
                                                                              27
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 2,000,000  Escondido CA PFA Lease Revenue Escondido Civic
               Center Project Series B AMBAC Insured              6.13 %        09/01/11   $   2,143,800
  1,080,000  Escondido CA USD Series A FGIC Insured               5.13          09/01/15       1,018,019
  1,110,000  Folsom CA PFA Revenue AMBAC Insured                  6.00          10/01/12       1,132,600
  1,000,000  Foothill CA De Anza Community College Connie
               Lee Insured                                        5.25          09/01/21         925,450
  1,270,000  Fremont CA USD Alameda County Series E FGIC
               Insured                                            5.90          09/01/15       1,303,299
  2,000,000  Fresno CA Conference Center                          5.00          04/01/13       1,867,320
  2,000,000  Fresno CA Joint Powers Financing Authority
               Street Light Acquisition Project Series A          5.50          08/01/12       1,886,280
  2,000,000  Fresno CA USD FSA Insured                            5.88          08/01/20       2,014,380
  3,000,000  Fresno CA Water System Revenue FGIC Insured          6.00          06/01/16       3,071,070
  1,500,000  Glendale CA RDFA Tax Allocation Revenue AMBAC
               Insured                                            5.50          12/01/09       1,496,610
  1,000,000  Glendale CA RDFA Tax Allocation Revenue AMBAC
               Insured                                            5.50          12/01/11         987,530
    575,000  Huntington Beach CA PFA Revenue Bond                 6.55          08/01/01         571,866
  1,000,000  Indian Wells CA RDFA Tax Allocation Whitewater
               Project MBIA Insured                               6.00          12/01/14       1,023,910
  1,310,000  Indian Wells CA Redevelopment Agency Tax
               Allocation MBIA Insured                            5.38          12/01/15       1,264,923
    200,000  Industry CA Urban Development Agency                 6.85          11/01/04         215,000
  1,270,000  Industry CA Urban Development Agency Tax
               Allocation MBIA Insured                            5.80          05/01/09       1,297,089
  1,000,000  Industry CA Urban Development Agency Tax
               Allocation MBIA Insured                            6.00          05/01/15       1,026,660
  1,350,000  Jackson CA COP Water System Acquisition Project      6.80          09/01/23       1,374,975
    270,000  Jamul-Dulzura CA USD                                 6.40          08/01/16         288,004
  2,000,000  Kern CA High School District MBIA Insured            5.60          08/01/12       2,104,020
  1,185,000  La Verne CA COP Capital Improvements Projects        5.70          06/01/15       1,125,951
    500,000  Lemon Grove CA CDA Lemon Grove Redevelopment
               Project                                            6.65          08/01/06         521,285
</TABLE>
 
- ------------------------
28
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 3,000,000  Long Beach CA Finance Authority Revenue              6.00 %        11/01/08   $   3,178,890
  2,000,000  Long Beach CA Water Revenue                          6.00          05/01/14       2,041,200
  1,000,000  Long Beach CA Water Revenue                          6.13          05/01/19       1,021,580
  1,000,000  Los Angeles CA Community College District COP
               Series A CGIC Insured                              5.90          08/15/07       1,045,370
  4,695,000  Los Angeles CA DW&P Electric Plant Revenue           5.70          09/01/11       4,692,089
    200,000  Los Angeles CA DW&P Electric Plant Revenue           6.38          02/01/20         209,860
  2,000,000  Los Angeles CA DW&P Electric Plant Revenue
               Second Issue                                       5.75          08/15/11       2,004,860
  2,000,000  Los Angeles CA DW&P Electrical Plant Revenue
               FGIC Insured                                       4.75          08/15/09       1,858,580
  3,000,000  Los Angeles CA DW&P Waterworks Revenue               5.70          04/15/09       3,030,480
  2,145,000  Los Angeles CA Harbor Department of Revenue          6.40          08/01/15       2,260,766
    340,000  Los Angeles CA Municipal Improvement Corp Lease
               Revenue Central Library Project Series A           6.30          06/01/16         342,822
  4,000,000  Los Angeles CA Wastewater System Revenue AMBAC
               Insured                                            6.25          06/01/12       4,164,880
  1,300,000  Los Angeles CA Wastewater System Revenue Series
               A MBIA Insured                                     5.70          06/01/13       1,296,867
  1,000,000  Los Angeles CA Wastewater System Revenue Series
               C MBIA Insured                                     5.50          06/01/13         981,550
  7,000,000  Los Angeles CA Wastewater System Revenue Series
               D FGIC Insured                                     5.20          11/01/21       6,474,160
  1,975,000  Los Angeles County CA Metropolitan
               Transportation Authority Sales Tax Revenue
               Series A                                           5.50          07/01/13       1,891,023
  2,250,000  Los Angeles County CA Transportation Commission
               Sales Tax Revenue                                  6.25          07/01/16       2,251,215
  2,000,000  Los Angeles USD COP Dr Francisco Bravo Medical
               Hospital                                           6.60          06/01/05       2,150,280
  1,370,000  Madera CA RDFA Tax Allocation Revenue CGIC
               Insured                                            5.75          09/01/11       1,381,508
</TABLE>
 
                                                           ---------------------
                                                                              29
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 1,000,000  Menlo Park CA CDA Tax Allocation Revenue MBIA
               Insured                                            5.38 %        06/01/16   $     960,000
  2,485,000  Merced County CA COP Construction & Equipment
               Project Lease Revenue FSA Insured                  6.00          10/01/12       2,527,618
  8,000,000  Metropolitan Water District Southern CA Water
               Works Revenue                                      5.75          07/01/13       8,005,520
  2,000,000  Metropolitan Water District Southern CA Water
               Works Revenue MBIA Insured                         5.75          07/01/15       2,019,660
    705,000  Mid Peninsula CA Regional Open Space District
               Promissory Notes                                   6.30          07/01/11         740,398
    750,000  Mid Peninsula CA Regional Open Space District
               Promissory Notes                                   6.35          07/01/12         786,075
  1,000,000  Modesto CA Irrigation District Financing
               Authority Domestic Water Project Revenue
               Series A AMBAC Insured                             6.00          09/01/09       1,036,250
    975,000  Montclair CA RDFA Lease Revenue Series A             5.80          11/01/10         979,319
    100,000  Montclair CA RDFA Lease Revenue Series A             6.63          11/01/11         104,306
  1,000,000  Mountain View CA Shoreline Regional Park
               Community Tax Allocation MBIA Insured              5.50          08/01/13         981,250
  1,000,000  National City CA CDA Tax Allocation Downtown
               Redevelopment Project Series A AMBAC Insured       6.25          08/01/12       1,038,750
  1,230,000  National City CA CDA Tax Allocation Downtown
               Redevelopment Project Series B AMT AMBAC
               Insured                                            6.63          08/01/12       1,306,555
    720,000  Natomas CA USD Series A MBIA Insured                 5.75          09/01/12         726,048
    750,000  Nevada County CA Solid Waste Revenue                 6.50          10/01/06         799,545
  1,000,000  Northern California Power Agency Multiple
               Capital Facilities Revenue Series A MBIA
               Insured                                            6.50          08/01/12       1,069,760
  7,000,000  Northern California Transmission Revenue
               Transmission Project A MBIA Insured                5.50          05/01/14       6,867,140
  4,280,000  Northridge CA Water District Revenue AMBAC
               Insured                                            5.25          02/01/14       4,127,932
  1,465,000  Oakland CA FGIC Insured                              6.00          06/15/12       1,493,758
</TABLE>
 
- ------------------------
30
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 2,000,000  Oceanside CA Water Reuse Finance Project A
               AMBAC Insured                                      6.40 %        10/01/12   $   2,117,960
  2,000,000  Ontario CA RDFA Revenue MBIA Insured                 5.50          08/01/18       1,923,560
  6,000,000  Orange County CA Local Transportation Authority
               Sales Tax Revenue First Series Measure M           6.00          02/15/08       6,315,720
    800,000  Orange County CA Local Transportation Authority
               Sales Tax Revenue First Series Measure M           6.00          02/15/09         831,560
  1,000,000  Orange County CA RDFA Tax Allocation Northwest
               Redevelopment Project B                            5.70          10/01/17         920,670
    360,000  Orange County CA Sanitation District COP FGIC
               Insured                                            6.40          08/01/07         383,213
  1,240,000  Parlier CA RDFA Tax Allocation Series A              6.95          08/01/23       1,264,812
  1,500,000  Pinole CA RDFA Tax Allocation                        5.60          08/01/17       1,401,825
  3,285,000  Pittsburg CA Redevelopment Agency Tax
               Allocation V/R Series A AMBAC Insured              5.00          08/01/13       3,047,297
  3,380,000  Port of Oakland CA Special Facilities Revenue
               Mitsui OSK Lines Ltd Series A AMT LOC -
               Industrial Bank of Japan Ltd                       6.80          01/01/19       3,492,250
  1,000,000  Poway CA PFA Water Services Captial Improvement
               Program AMBAC Insured                              5.50          11/01/15         980,170
  1,050,000  Redding CA Joint Powers Financing Authority
               Solid Waste Revenue Series A                       5.00          01/01/23         861,714
  1,325,000  Redding CA Joint Powers Financing Authority
               Wastewater Revenue Series A FGIC Insured           6.00          12/01/11       1,365,439
  1,310,000  Rialto CA RDFA Tax Allocation Series A               5.80          09/01/08       1,307,157
  4,000,000  Riverside County CA Asset Leasing Corp Revenue
               Riverside County Hospital Project A                6.38          06/01/09       4,165,000
  1,045,000  Riverside County CA PFA Special Tax Revenue
               Series A MBIA Insured                              5.25          09/01/10       1,017,475
  1,000,000  Sacramento CA Airport Commission International
               Airport Revenue AMBAC Insured                      6.00          07/01/16       1,027,520
</TABLE>
 
                                                           ---------------------
                                                                              31
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 1,500,000  Sacramento CA Area Flood Control Authority
               Special Assessment FGIC Insured                    5.38 %        10/01/15   $   1,448,745
      5,000  Sacramento CA Financing Authority Revenue
               Prerefunded                                        6.70          11/01/11           5,246
  2,300,000  Sacramento CA Light Rail Transportation Project      6.00          07/01/12       2,313,317
  2,500,000  Sacramento CA MUD Electric Revenue MBIA Insured      6.25          08/15/10       2,687,000
    500,000  Sacramento CA MUD Electric Revenue Series C
               FGIC Insured                                       5.75          11/15/08         512,035
  6,695,000  Sacramento CA MUD Electric Revenue Series C
               MBIA Insured                                       5.75          11/15/09       6,812,096
     50,000  Sacramento CA MUD Electric Revenue Series Z
               FGIC Insured                                       6.45          07/01/10          52,967
  1,000,000  Sacramento CA RDFA Tax Allocation Merged
               Downtown Project A MBIA Insured                    6.50          11/01/13       1,063,650
  2,000,000  Sacramento County CA Airport System Revenue
               Series A AMT FGIC Insured                          6.00          07/01/12       2,026,920
    380,000  San Bernardino County CA West Valley Detention
               Center MBIA Insured                                6.50          11/01/12         406,209
    200,000  San Bernardino County CA Transportation
               Authority Sales Tax Revenue FGIC Insured           6.00          03/01/10         207,482
  4,000,000  San Buenaventura CA COP AMBAC Insured                6.00          01/01/12       4,085,000
  1,500,000  San Diego CA Community College District COP
               Financing Projects                                 5.38          12/01/14       1,378,020
  1,695,000  San Diego CA PFA Sewer Revenue FGIC Insured          5.00          05/15/15       1,574,265
  5,000,000  San Diego CA PFA Sewer Revenue FGIC Insured          5.00          05/15/20       4,554,300
  3,000,000  San Diego CA Public Safety Commission Project
               GO                                                 5.50          04/01/08       3,044,790
  1,000,000  San Diego CA Public Safety Commission Project
               GO                                                 6.50          07/15/07       1,118,600
</TABLE>
 
- ------------------------
32
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 4,000,000  San Diego County CA Regional Transportation
               Community Sales Tax Revenue Series A Escrowed
               to Maturity                                        6.00 %        04/01/08   $   4,198,520
  1,235,000  San Elijo Joint Powers Authority San Diego
               County CA Water Pollution Control Facility
               FGIC Insured                                       5.38          03/01/13       1,189,688
  1,000,000  San Francisco CA Airport Commission
               International Airport Revenue AMBAC Insured        6.20          05/01/07       1,063,240
  2,085,000  San Francisco CA Airport Commission
               International Airport Revenue AMBAC Insured        6.30          05/01/11       2,183,183
    200,000  San Francisco CA City & County Public Utilities
               Commission Water Revenue Series A                  6.50          11/01/09         217,270
    700,000  San Francisco CA City & County RDFA Tax
               Allocation Capital Appreciation Project MBIA
               Insured                                            8.39 *        08/01/08         367,157
  4,500,000  San Francisco CA City & County Sewer Revenue         6.00          10/01/11       4,620,735
    500,000  San Francisco CA RDA Tax Allocation MBIA
               Insured                                            5.00          08/01/15         461,415
  1,000,000  San Francisco County CA RDFA                         6.50          07/01/08       1,090,070
  2,000,000  San Joaquin Hills CA Transportation Corridor
               Agency Toll Road Revenue Capital Appreciation      6.06 *        01/01/10       1,552,500
    500,000  San Jose CA RDFA Tax Allocation Park Center
               Project                                            7.00          10/01/04         520,835
  3,000,000  San Jose RDFA Merged Area Project MBIA Insured       5.25          08/01/16       2,850,540
  1,200,000  San Mateo CA Joint Powers Financing Authority
               Redevelopment Downtown & Shoreline Project A
               AMBAC Insured                                      5.50          08/01/07       1,212,696
  1,130,000  San Mateo CA Sewer Revenue FSA Insured               5.50          08/01/14       1,114,587
  2,250,000  Santa Clara CA Financing Authority Lease
               Revenue Facility Replacement Project A AMBAC
               Insured                                            6.88          11/15/14       2,490,413
</TABLE>
 
                                                           ---------------------
                                                                              33
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 4,010,000  Santa Clara CA RDFA Tax Allocation Bayshore
               North Project AMBAC Insured                        5.75 %        07/01/14   $   4,051,985
  2,500,000  Santa Clara County CA COP Multiple Facilities
               Project AMBAC Insured                              6.00          05/15/12       2,548,675
  1,000,000  Santa Maria CA RDFA Town Center West Side
               Parking Facilities FSA Insured                     5.25          06/01/11         963,010
  2,450,000  Santa Rosa CA Wastewater Treatment Plant FGIC
               Insured                                            4.75          09/01/16       2,169,157
  1,750,000  Shasta CA Joint Powers Financing Authority
               Lease Revenue County Courthouse Improvement
               Project Series                                     6.70          06/01/23       1,793,908
  1,000,000  Sonoma Valley CA USD FSA Insured                     6.00          07/15/21       1,017,720
  4,720,000  South County CA Regional Wastewater Authority
               Revenue Capital Improvement FGIC Insured           5.75          08/01/10       4,784,900
  1,000,000  Southern CA Public Power Project Revenue             6.75          07/01/11       1,103,460
  1,000,000  Southern California State Public Power
               Authority                                          5.50          07/01/12         972,980
  3,000,000  Southern California State Rapid Transit
               District Special Benefit Assessment District
               A1 AMBAC Insured                                   6.00          09/01/08       3,128,370
  2,000,000  Stanislaus County CA Capital Improvement
               Program Series A MBIA Insured                      5.25          05/01/14       1,906,840
  1,600,000  Stanislaus County CA COP Capital Improvement
               Project AMBAC Insured                              5.25          05/01/18       1,497,856
  2,000,000  Stanislaus County CA COP Series B AMBAC Insured      6.13          06/01/12       2,067,020
  1,000,000  Three Valleys CA Municipal Water District COP
               FGIC Insured                                       5.00          11/01/14         929,960
  2,000,000  Three Valleys CA Municipal Water District
               Revenue COP FGIC Insured                           5.25          11/01/10       1,946,920
  1,000,000  Torrance CA COP AMBAC Insured                        5.50          04/01/11         992,820
  1,000,000  Torrance CA COP AMBAC Insured                        5.75          04/01/16       1,006,720
  2,000,000  Tulare County CA COP Public Facilities
               Corporation Series A MBIA Insured                  6.10          11/15/07       2,118,780
  1,250,000  Twentynine Palms CA Water District CA COP            7.00          08/01/17       1,290,788
</TABLE>
 
- ------------------------
34
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 1,000,000  Union City CA Community RDFA Tax Allocation
               Revenue Community Redevelopment Project AMBAC
               Insured                                            5.65 %        10/01/14   $     997,620
  1,645,000  University of California Revenue Housing System
               Series A AMBAC Insured                             5.50          11/01/11       1,632,860
  6,900,000  University of California Revenue Multiple
               Purpose Project C AMBAC Insured                    5.25          09/01/11       6,676,095
  1,000,000  University of California Revenue Multiple
               Purpose Projects AMBAC Insured                     4.75          09/01/15         878,020
  1,000,000  University of California Revenue Residential
               Housing Projects AMBAC Insured                     6.10          09/01/10       1,019,480
  2,000,000  University of California Revenue Residential
               Housing Projects AMBAC Insured                     6.30          09/01/13       2,042,740
  1,450,000  University of California Revenue Seismic Safety
               Project MBIA Insured                               5.50          11/01/10       1,446,375
  2,500,000  University of California State Housing System
               Series A MBIA Insured                              5.00          11/01/14       2,298,225
  2,175,000  Vallejo CA Revenue Water Improvement Project
               FSA Insured                                        5.70          05/01/16       2,180,438
  2,000,000  Ventura CA COP Public Facilities                     5.75          12/01/06       2,063,440
  2,000,000  Ventura CA COP Public Facilities Corporation IV      5.75          12/01/07       2,025,740
  2,500,000  Walnut Creek CA John Muir Medical Center MBIA
               Insured                                            5.00          02/15/16       2,263,100
  2,000,000  West & Century Basin Finance Authority CA
               Revenue West Basin Project AMBAC Insured           5.00          08/01/13       1,855,000
  1,170,000  West Sacramento CA Financing Authority Revenue
               Water System Improvement Project FGIC Insured      5.50          08/01/15       1,140,305
  1,200,000  Westminster CA RDFA AMT                              6.50          08/01/10       1,205,508
</TABLE>
 
                                                           ---------------------
                                                                              35
<PAGE>
CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 1,000,000  Whittier CA Educational Facilities Revenue
               Whittier College Connie Lee Insured                5.40 %        12/01/18   $     959,960
  1,040,000  Yolo County CA Library Special Tax Community
               Facilities                                         6.25          12/01/22       1,041,207
                                                                                           --------------
             TOTAL CALIFORNIA MUNICIPAL BONDS                                              $ 421,186,303
             (Cost $412,451,862)
 
             SHORT-TERM INSTRUMENTS - 4.83%
             SHORT-TERM CALIFORNIA MUNICIPAL BONDS+ - 4.15%
$   300,000  California State HFFA St Joseph Health Center
               Series A V/R                                       3.60 %        07/01/13   $     300,000
    900,000  California State PCFA Southern California
               Edison V/R                                         3.45          02/28/08         900,000
  1,800,000  California State PCFA Southern California
               Edison V/R Series A                                3.45          02/28/08       1,800,000
  3,000,000  California State PCFA Southern California
               Edison V/R Series D                                3.45          02/28/08       3,000,000
  1,075,000  California State PCFA Stanislaus Project V/R
               AMT LOC - Swiss Bank                               3.70          12/01/17       1,075,000
    800,000  California State PCFA V/R Shell Oil Co Project
               Series B                                           3.00          10/01/11         800,000
  7,000,000  California State RAN                                 3.80          06/30/97       7,000,000
  1,700,000  Irvine Ranch CA Water District V/R                   3.45          06/01/15       1,700,000
  1,000,000  Irvine Ranch CA Water District V/R LOC -
               Sumitomo Bank Ltd                                  3.30          10/01/10       1,000,000
  1,000,000  Los Angeles County CA IDA Walter & Howard V/R
               AMT LOC - Dai-Ichi Kangyo Bank Ltd                 4.20          12/01/06       1,000,000
                                                                                           --------------
                                                                                           $  18,575,000
</TABLE>
 
- ------------------------
36
<PAGE>
                                                   CALIFORNIA TAX-FREE BOND FUND
<TABLE>
<CAPTION>
  SHARES     SECURITY NAME                                                                     VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             SHORT-TERM INSTRUMENTS (CONTINUED)
             MONEY MARKET FUNDS - 0.68%
  2,984,056  Arbor Fund CA Tax-Exempt Portfolio
                                                                                           $   2,984,056
     74,724  Nuveen Institutional CA Tax-Exempt Fund
                                                                                                  74,724
                                                                                           --------------
                                                                                           $   3,058,780
             TOTAL SHORT-TERM INSTRUMENTS                                                  $  21,633,780
             (Cost $21,633,780)
 
             TOTAL INVESTMENTS IN SECURITIES
</TABLE>
 
<TABLE>
<C>           <S>                                                     <C>                   <C>
              (Cost $434,085,642)** (Notes 1 and 3)                    98.91%               $  442,820,083
              Other Assets and Liabilities, Net                         1.09                     4,876,931
                                                                      ------                --------------
              TOTAL NET ASSETS                                        100.00%               $  447,697,014
                                                                      ------                --------------
                                                                      ------                --------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
  *  YIELD TO MATURITY.
  +  THESE VARIABLE RATE SECURITIES ARE SUBJECT TO A DEMAND FEATURE WHICH
     REDUCES THE REMAINING MATURITY.
 **  COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME AS FOR FINANCIAL
     STATEMENT PURPOSES AND NET UNREALIZED APPRECIATION CONSISTS OF:
 
<TABLE>
<S>                             <C>
Gross Unrealized Appreciation   $ 12,311,187
Gross Unrealized Depreciation     (3,576,746)
                                ------------
NET UNREALIZED APPRECIATION     $  8,734,441
                                ------------
                                ------------
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
                                                           ---------------------
                                                                              37
<PAGE>
                                                 CALIFORNIA TAX-FREE INCOME FUND
- ---------------------------------------------------
PORTFOLIO OF INVESTMENTS  - SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS - 92.98%
$   250,000  Burbank CA Wastewater Treatment Revenue FGIC
               Insured                                            4.40 %        06/01/00   $     248,650
  2,425,000  California State DWR Central Valley Project
               Revenue                                            8.50          12/01/98       2,627,585
  3,625,000  California State DWR Central Valley Project
               Revenue Series H Prerefunded                       6.90          12/01/25       3,974,414
  1,500,000  California State DWR Central Valley Project
               Revenue Series H Prerefunded                       8.50          12/01/02       1,798,935
  2,000,000  California State DWR Central Valley Project
               Revenue Series L                                   8.00          12/01/01       2,305,560
    500,000  California State EDFA Revenue Pooled College &
               University Financing                               5.10          06/01/98         502,015
    500,000  California State HFFA Revenue Episcopal Homes
               Mortgage Insurance                                 7.20          07/01/99         510,305
    315,000  California State HFFA Revenue Mortgage
               Insurance                                          7.40          12/01/00         340,326
  2,135,000  California State Maritime Infrastructure
               Authority Port of San Diego Revenue AMT AMBAC
               Insured                                            5.00          11/01/02       2,142,238
  1,785,000  California State Public Power Agency San Juan
               Project Revenue Series F AMBAC Insured             5.65          07/01/03       1,862,880
    500,000  California State Public Works Board Lease
               Revenue Department of Corrections State
               Prison                                             7.00          09/01/98         515,140
    750,000  California State Public Works Board Lease
               Revenue Department of Corrections State
               Prison                                             7.20          11/01/98         766,613
  1,500,000  California Statewide CDA Revenue COP Saint
               Joseph Health System                               4.30          07/01/98       1,503,660
  3,500,000  California-Oregon State Electrical Transmission
               Project Series A MBIA Insured                      7.00          05/01/24       3,842,965
    250,000  Carlsbad CA USD COP Phase III                        6.70          11/01/99         263,428
</TABLE>
 
- ------------------------
38
<PAGE>
                                                 CALIFORNIA TAX-FREE INCOME FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 5,000,000  Contra Costa County CA Transportation Authority
               Sales Tax Revenue Series AFGIC Insured             6.00 %        03/01/04   $   5,344,650
    500,000  Desert Sands CA USD COP Capital Projects FSA
               Insured                                            4.35          03/01/00         495,920
  2,000,000  Desert Sands CA USD COP Series C                     4.30          03/01/98       1,990,000
  4,000,000  East Bay CA MUD Water System Revenue MBIA
               Insured                                            7.50          06/01/18       4,482,960
    500,000  Emeryville CA PFA Housing Increment Revenue
               Series A                                           5.40          05/01/98         507,140
    600,000  Encinitas CA USD COP Measure B Capital Projects      4.38          09/01/98         598,728
    820,000  Foster City CA PFA                                   4.70          09/01/98         818,926
    685,000  Foster City CA PFA                                   5.40          09/01/01         695,316
  1,700,000  Glendale CA RDFA Tax Allocation Revenue AMBAC
               Insured                                            5.00          12/01/01       1,724,004
    255,000  Industry CA GO FGIC Insured                          8.00          07/01/99         278,391
    500,000  Industry CA GO MBIA Insured                          8.00          07/01/99         545,190
    500,000  Los Angeles CA Community RDFA Central Business
               District Project Series G                          6.20          07/01/97         505,560
    500,000  Los Angeles CA COP                                   7.30          10/01/96         500,037
  1,000,000  Los Angeles CA Department of Airports Revenue
               FGIC Insured                                       6.50          05/15/04       1,098,750
    500,000  Los Angeles CA DW&P Electric Plant Revenue           8.00          02/01/99         537,300
    750,000  Los Angeles CA DW&P Water Works Revenue              7.10          08/01/02         789,503
  2,500,000  Los Angeles CA DWP Electrical Plant Revenue          6.63          10/01/31       2,742,650
  2,000,000  Los Angeles CA DWP Electrical Plant Revenue          6.75          04/01/32       2,205,000
  1,500,000  Los Angeles CA GO FGIC Insured                       5.00          09/01/03       1,514,640
    725,000  Los Angeles CA Judgement Obligation Bonds
               Series A                                           4.70          08/01/98         732,033
  1,500,000  Los Angeles CA TRAN Series A                         4.50          06/30/97       1,507,635
    500,000  Los Angeles CA Transportation Commission Sales
               Tax Revenue FGIC Insured                           6.75          07/01/18         555,630
</TABLE>
 
                                                           ---------------------
                                                                              39
<PAGE>
CALIFORNIA TAX-FREE INCOME FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 1,300,000  Los Angeles CA Waste Water System Revenue
               Series A MBIA Insured                              8.50 %        06/01/03   $   1,560,663
  1,000,000  Los Angeles CA Waste Water System Revenue
               Series D Prerefunded                               6.70          12/01/21       1,103,190
    300,000  Los Angeles County CA Transportation Commission
               Sales Tax Revenue Series A                         6.10          07/01/99         311,688
    500,000  Metropolitan Water District of Southern CA
               Waterworks Revenue                                 6.00          07/01/21         531,680
  2,935,000  Modesto CA Irrigation District Financing
               Authority Series A MBIA Insured                    4.95          10/01/02       2,960,094
    500,000  Morgan Hill CA RDFA Tax Allocation Ojo De Agua
               Community Development Project                      5.60          03/01/00         505,370
  1,075,000  Mount Diablo CA USD Community Facilities
               District Special Tax AMBAC Insured                 8.00          08/01/03       1,265,813
    500,000  Oakland CA Revenue FGIC Insured                      7.00          08/01/98         523,355
  4,320,000  Orange County CA MUD Allen-McCollough Pipeline
               MBIA Insured                                       5.50          07/01/05       4,431,845
    945,000  Pleasanton CA Joint Powers Financing Authority
               Revenue                                            5.63          09/02/97         953,184
  2,500,000  Rancho CA Water District Financing Authority
               Revenue                                            4.70          08/15/21       2,471,875
  1,000,000  Riverside County CA Transportation Sales Tax
               Revenue Series A                                   6.40          06/01/99       1,046,250
    300,000  Sacramento CA Light Rail Transportation Project      6.30          07/01/00         313,764
    500,000  Sacramento CA MUD Electric Revenue MBIA Insured      7.50          08/15/99         535,730
    500,000  San Diego CA Transportation Authority COP Bus
               Acquisition Project                                6.60          12/01/01         528,945
  2,000,000  San Diego County CA Regional Transportation
               Commission Sales Tax Revenue Series A FGIC
               Insured                                            6.25          04/01/02       2,145,060
    600,000  San Francisco CA City & County Airport Revenue
               Second Series Issue One MBIA Insured               6.35          05/01/98         618,912
</TABLE>
 
- ------------------------
40
<PAGE>
                                                 CALIFORNIA TAX-FREE INCOME FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             CALIFORNIA MUNICIPAL BONDS (CONTINUED)
$ 1,000,000  San Francisco CA City & County RDFA Lease
               Revenue George R Moscone Center AMBAC Insured      6.20 %        10/01/00   $   1,063,750
    750,000  San Francisco CA Redevelopment Agency Lease
               Revenue George Moscone Center Project              7.40          07/01/98         784,095
    200,000  San Jose CA Airport Revenue MBIA Insured             5.00          03/01/99         202,434
  2,750,000  San Jose CA RDFA MBIA Insured                        4.20          08/01/98       2,746,975
    500,000  Santa Monica CA Wastewater Enterprise Revenue
               Hyperion Project                                  12.00          01/01/01         639,150
  1,100,000  Southern California State Public Power
               Authority                                          6.75          07/01/00       1,170,125
    572,282  University of California COP San Diego Medical
               Center                                             5.92          03/15/00         583,391
  1,245,000  University of California Los Angeles Central
               Chiller - Cogeneration Facilties                  10.75          11/01/98       1,397,874
  1,000,000  University of California Multiple Projects
               Revenue Series A MBIA Insured                      6.00          09/01/02       1,061,930
  1,000,000  West Basin CA Municipal Water District COP
               Prerefunded                                        7.00          08/01/11       1,107,500
                                                                                           --------------
             TOTAL CALIFORNIA MUNICIPAL BONDS                                              $  85,939,319
             (Cost $85,845,226)
 
             SHORT-TERM INSTRUMENTS - 7.07%
             SHORT-TERM CALIFORNIA MUNICIPAL BONDS+ - 3.98%
$   500,000  California State PCFA Southern California
               Edison V/R Series D                                3.45 %        02/28/08   $     500,000
  3,220,000  Los Angeles CA Department of General Services
               Lease Revenue V/R Series A                         4.50          05/01/00       3,178,076
                                                                                           --------------
                                                                                           $   3,678,076
</TABLE>
 
                                                           ---------------------
                                                                              41
<PAGE>
CALIFORNIA TAX-FREE INCOME FUND
<TABLE>
<CAPTION>
  SHARES     SECURITY NAME                                                                     VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             SHORT-TERM INSTRUMENTS (CONTINUED)
             MONEY MARKET FUNDS - 3.09%
  2,857,000  Arbor Fund CA Tax-Exempt Portfolio
                                                                                           $   2,857,000
             TOTAL SHORT-TERM INSTRUMENTS                                                  $   6,535,076
             (Cost $6,561,010)
 
             TOTAL INVESTMENTS IN SECURITIES
</TABLE>
 
<TABLE>
<C>           <S>                                                     <C>                   <C>
              (Cost $92,406,236)* (Notes 1 and 3)                     100.05%               $  92,474,395
              Other Assets and Liabilities, Net                        (0.05)                     (49,566 )
                                                                      ------                --------------
              TOTAL NET ASSETS                                        100.00%               $  92,424,829
                                                                      ------                --------------
                                                                      ------                --------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
  +  THESE VARIABLE RATE SECURITIES ARE SUBJECT TO A DEMAND FEATURE WHICH
     REDUCES THE REMAINING MATURITY.
  *  COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME AS FOR FINANCIAL
     STATEMENT PURPOSES AND NET UNREALIZED APPRECIATION CONSISTS OF:
 
<TABLE>
<S>                             <C>
Gross Unrealized Appreciation   $    596,237
Gross Unrealized Depreciation       (528,078)
                                ------------
NET UNREALIZED APPRECIATION     $     68,159
                                ------------
                                ------------
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
- ------------------------
42
<PAGE>
                                                          NATIONAL TAX-FREE FUND
- ---------------------------------------------------
PORTFOLIO OF INVESTMENTS  - SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             MUNICIPAL BONDS - 93.13%
             ALASKA - 1.75%
$   200,000  Anchorage AK USD FGIC Insured                        6.00 %        10/01/14   $     209,192
 
             ARIZONA - 4.15%
$   500,000  Maricopa County AZ USD                               5.50 %        07/01/10   $     495,845
 
             CALIFORNIA - 3.65%
$   345,000  California State Department of Water Reserves
               Revenue                                            5.00 %        12/01/12   $     323,765
     20,000  California State GO                                  6.00          02/01/01          21,020
    100,000  East Bay CA MUD Special District                     5.00          04/01/15          91,722
                                                                                           --------------
                                                                                           $     436,507
 
             COLORADO - 7.69%
$   135,000  Douglas County CO USD MBIA Insured                   5.95 %        12/15/06   $     143,708
    270,000  El Paso County CO USD                                6.15          12/15/08         290,987
    500,000  Garfield CO Pitkin Eagle County USD                  5.13          12/15/10         484,710
                                                                                           --------------
                                                                                           $     919,405
 
             HAWAII - 4.87%
$   175,000  Hawaii State Series CC GO                            5.13 %        02/01/07   $     172,960
    250,000  Hawaii State Series CL GO                            6.00          03/01/09         263,030
    150,000  Hawaii State Series CC GO                            5.13          02/01/08         146,898
                                                                                           --------------
                                                                                           $     582,888
 
             ILLINOIS - 3.21%
$   375,000  Illinois State HFFA Revenue FSA Insured              6.25 %        04/15/22   $     383,325
 
             KENTUCKY - 1.29%
$   150,000  Kentucky State Housing Corporation Revenue FHA
               Insured                                            6.50 %        07/01/17   $     154,547
</TABLE>
 
                                                           ---------------------
                                                                              43
<PAGE>
NATIONAL TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             MUNICIPAL BONDS (CONTINUED)
             MICHIGAN - 2.04%
$   250,000  Detroit MI City School District                      5.13 %        05/01/07   $     243,485
 
             MISSOURI - 0.82%
$   100,000  Missouri State Regional Convention & Sports
               Center                                             5.00 %        08/15/05   $      97,573
 
             NORTH DAKOTA - 0.86%
$   100,000  North Dakota State Building Authority Lease
               Revenue                                            5.35 %        06/01/02   $     102,267
 
             NEW MEXICO - 1.96%
$   250,000  University of New Mexico Revenue MBIA Insured        5.38 %        06/01/26   $     234,708
 
             NEVADA - 10.42%
$   100,000  Carson City NV USD AMBAC Insured                     5.00 %        04/01/06   $      98,634
    500,000  Clark County NV Las Vegas Convention & Visitors
               Authority FSA Insured                              6.00          07/01/26         505,410
    150,000  Clark County NV Series A AMBAC Insured               6.00          06/01/03         161,501
    500,000  Reno NV Hospital Revenue                             5.63          05/15/23         480,340
                                                                                           --------------
                                                                                           $   1,245,885
 
             NEW YORK - 2.09%
$   250,000  New York NY Municipal Assistance Corp Series E       5.20 %        07/01/08   $     249,760
 
             OREGON - 6.92%
$   500,000  Southwestern Oregon Community College AMBAC
               Insured                                            5.85 %        10/01/21   $     498,095
    330,000  Washington County OR Unified Sewer Agency FGIC
               Insured                                            5.50          10/01/13         329,225
                                                                                           --------------
                                                                                           $     827,320
</TABLE>
 
- ------------------------
44
<PAGE>
                                                          NATIONAL TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             MUNICIPAL BONDS (CONTINUED)
             PUERTO RICO - 2.31%
$   250,000  Commonwealth of Puerto Rico Electrical Power
               Authority Revenue Series W MBIA Insured            6.50 %        07/01/06   $     276,370
 
             TEXAS - 7.82%
$   400,000  Austin TX Utility Systems Revenue                    5.90 %        10/01/99   $     416,092
    125,000  Port Arthur TX MBIA Insured                          8.50          02/15/03         149,790
    115,000  San Antonio TX GO                                    5.13          08/01/01         117,492
    250,000  Texas State Financial Public Finance Authority
               Series B                                           5.30          10/01/07         252,275
                                                                                           --------------
                                                                                           $     935,649
 
             UTAH - 8.43%
$   250,000  Salt Lake City UT RDA Neighborhood Tax Revenue       6.50 %        10/01/01   $     266,678
    250,000  Utah State Building Ownership Authority Lease
               Series A                                           6.00          05/15/09         254,990
    225,000  Washington County UT USD St Georges FGIC
               Insured                                            6.00          03/01/03         239,429
    250,000  Washington County UT USD St Georges FGIC
               Insured                                            5.00          09/01/06         246,863
                                                                                           --------------
                                                                                           $   1,007,960
 
             VIRGINIA - 2.05%
$   250,000  Richmond VA GO Public Improvement Series A           5.40 %        01/15/10   $     245,168
 
             VERMONT - 4.55%
$   500,000  Burlington VT Electricity Revenue Series A MBIA
               Insured                                            6.38 %        07/01/10   $     543,655
</TABLE>
 
                                                           ---------------------
                                                                              45
<PAGE>
NATIONAL TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             MUNICIPAL BONDS (CONTINUED)
             WASHINGTON - 14.54%
$   375,000  Clark County WA GO Series A                          5.90 %        12/01/15   $     381,780
    250,000  Grant County WA Public Utilities Electric
               Revenue MBIA Insured                               5.38          01/01/09         245,595
    100,000  Island County WA USD South Whidbey                   6.75          12/01/07         113,104
    250,000  King County WA USD                                   5.80          12/01/10         252,575
    250,000  Lynnwood WA Improvement District Anticipatory
               Notes                                              5.15          04/01/97         251,478
    150,000  Snohomish County WA Road Improvement                 4.95          12/31/96         150,428
    100,000  South Columbian Basin WA Improvement District
               Revenue                                            6.00          12/01/02         105,167
    250,000  Washington State Public Power Supply Systems
               Nuclear                                            5.25          07/01/08         239,300
                                                                                           --------------
                                                                                           $   1,739,427
 
             WISCONSIN - 0.85%
$   100,000  Wisconsin State Tax Income                           5.10 %        11/01/01   $     101,715
 
             WYOMING - 0.86%
$   100,000  Wyoming State Farm Board Capital Facilities
               Revenue                                            5.60 %        10/01/03   $     103,428
                                                                                           --------------
             TOTAL MUNICIPAL BONDS                                                         $  11,136,079
             (Cost $11,079,192)
 
             SHORT-TERM INSTRUMENTS+ - 5.85%
             ARIZONA - 0.84%
$   100,000  Phoenix AZ GO V/R                                    3.45 %        06/01/20   $     100,000
 
             DELAWARE - 1.67%
$   200,000  Wilmington DE Hospital Revenue V/R                   4.05 %        07/01/11   $     200,000
</TABLE>
 
- ------------------------
46
<PAGE>
                                                          NATIONAL TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             SHORT-TERM INSTRUMENTS+ (CONTINUED)
             TEXAS - 3.34%
$   400,000  Grapevine TX Tax IDA MBIA Insured V/R                3.40 %        12/01/24   $     400,000
                                                                                           --------------
             TOTAL SHORT-TERM INSTRUMENTS                                                  $     700,000
             (Cost $700,000)
 
             TOTAL INVESTMENTS IN SECURITIES
</TABLE>
 
<TABLE>
<C>           <S>                                                     <C>                   <C>
              (Cost $11,779,192)*(Notes 1 and 3)                       98.98%               $  11,836,079
              Other Assets and Liabilities                              1.02                      122,342
                                                                      ------                --------------
              TOTAL NET ASSETS                                        100.00%               $  11,958,421
                                                                      ------                --------------
                                                                      ------                --------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
  +  THESE VARIABLE RATE SECURITIES ARE SUBJECT TO A DEMAND FEATURE WHICH
     REDUCES THE REMAINING MATURITY.
  *  COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME AS FOR FINANCIAL
     STATEMENT PURPOSES AND NET UNREALIZED APPRECIATION CONSISTS OF:
 
<TABLE>
<S>                             <C>
Gross Unrealized Appreciation   $    127,105
Gross Unrealized Depreciation        (70,218)
                                ------------
NET UNREALIZED APPRECIATION     $     56,887
                                ------------
                                ------------
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
                                                           ---------------------
                                                                              47
<PAGE>
                                                            OREGON TAX-FREE FUND
- ---------------------------------------------------
PORTFOLIO OF INVESTMENTS  - SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             OREGON MUNICIPAL BONDS - 91.72%
$   815,000  Bend OR Library County Service District AMBAC
               Insured                                            5.50 %        06/01/13   $     819,580
    885,000  Bend OR Library County Service District AMBAC
               Insured                                            5.50          06/01/14         889,310
    320,000  Benton County OR Hospital Facilities Good
               Samaritan Hospital Corvallis                       6.25          10/01/09         326,051
  1,100,000  Chemeketa OR Community College District FGIC
               Insured                                            6.00          06/01/06       1,192,928
    250,000  Chemeketa OR Community College MBIA Insured          6.50          07/01/07         278,275
  1,000,000  Clackamas & Washington Counties OR GO Series A       5.88          10/01/09       1,038,700
    495,000  Clackamas County HFFA Jennings Lodge Project
               GNMA FHA credit support                            7.50          10/20/31         535,154
    300,000  Clackamas County HFFA Sisters of Providence
               Series A                                           6.38          10/01/05         322,977
    370,000  Clackamas County OR School District #1 GO            6.50          07/01/07         397,883
    565,000  Clackamas County OR School District #12 GO           4.75          06/01/06         550,717
     75,000  Deschutes County Hospital Facilities Authortiy
               Revenue St. Charles Medical Center                 7.50          01/01/08          77,917
    500,000  Emerald Peoples OR MUD Revenue FGIC Insured          7.00          11/01/00         541,380
  1,000,000  Emerald Peoples OR MUD Revenue FGIC Insured          7.35          11/01/13       1,203,120
    250,000  Eugene OR Electric Utilities Revenue                 6.40          08/01/07         261,025
    620,000  Hood River County OR USD GO AMBAC Insured            5.65          06/01/08         636,635
    500,000  Josephine County OR USD FGIC                         5.75          06/01/07         521,830
    750,000  Lane County OR USD Lane County Community
               College GO                                         5.20          06/01/05         768,060
  2,000,000  Lane County, OR USD Eugene Series A                  5.38          07/01/13       1,965,520
    100,000  Marion & Polk Counties OR USD Salem GO               5.90          10/01/07         106,473
    750,000  Marion & Polk Counties OR USD Salem GO               5.00          10/01/12         713,940
</TABLE>
 
- ------------------------
48
<PAGE>
                                                            OREGON TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             OREGON MUNICIPAL BONDS (CONTINUED)
$   250,000  Multinomah-Clackamas County OR Riverdale School
               District                                           5.65 %        06/01/12   $     251,018
    500,000  Multinomah-Clackamas County OR Riverdale School
               District                                           5.70          06/01/13         503,885
    250,000  Multinomah-Clackamas County OR Riverdale USD         5.63          06/01/11         251,485
  1,000,000  Multnomah County OR School District GO               5.63          06/01/12       1,005,940
    250,000  Oregon State Board Bank Revenue Economic
               Development                                        5.50          01/01/13         242,295
    500,000  Oregon State Board of Higher Education GO
               Series A                                           5.90          08/01/18         513,730
    750,000  Oregon State Board of Higher Education GO
               Series C                                           5.95          08/01/26         764,025
    250,000  Oregon State Department General Services MBIA
               Insured                                            7.05          01/15/06         270,358
  1,500,000  Oregon State Department General Services Real
               Estate Property Financing Project Series A
               COP AMBAC Insured                                  6.25          09/01/15       1,571,985
    175,000  Oregon State GO                                      9.00          10/01/05         224,625
    480,000  Oregon State GO                                      7.25          07/01/07         562,867
    255,000  Oregon State GO                                      7.30          01/01/08         299,255
  2,000,000  Oregon State GO Higher Education Building            6.30          08/01/13       2,116,400
  1,000,000  Oregon State GO Series B                             6.38          08/01/24       1,055,710
  1,000,000  Oregon State Health Housing Educational and
               Cultural Facilities Authority Lewis & Clark
               College MBIA Insured                               6.13          10/01/24       1,039,290
    575,000  Oregon State Housing Educational & Cultural
               Facilities Authority Revenue Reed College
               Project                                            6.75          07/01/21         636,370
  1,000,000  Oregon State Metropolitan Services District
               Waste Disposal Revenue Metro Central Transfer      5.13          07/01/11         952,370
     15,000  Oregon State SFMR Program Series A                   7.38          07/01/10          15,386
    190,000  Oregon State SFMR Program FHA/VA Insured             7.05          07/01/09         199,145
  1,390,000  Portland OR Sewer Systems Revenue FGIC Insured       6.00          10/01/12       1,438,177
    500,000  Portland OR Water System Revenue                     5.50          08/01/15         498,170
  1,500,000  Portland OR MUD Sewer System Revenue                 5.25          03/01/10       1,483,815
</TABLE>
 
                                                           ---------------------
                                                                              49
<PAGE>
OREGON TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             OREGON MUNICIPAL BONDS (CONTINUED)
$   150,000  Portland OR MUD Sewer System Revenue Series A        6.05 %        06/01/09   $     158,297
    250,000  Portland OR Port/Airport Revenue Portland
               International Airport MBIA Insured                 6.75          07/01/09         269,805
  1,000,000  Portland OR Series A FGIC Insured                    6.25          06/01/15       1,055,480
  1,000,000  Portland OR Series B                                 4.63          04/01/13         900,390
    510,000  Southwestern Oregon Community College Revenue
               AMBAC Insured                                      5.85          10/01/21         508,057
     40,000  Tri-County Metropolitan OR Transportation
               District Revenue                                   5.70          08/01/13          40,148
    500,000  Tualatin Hills OR Park & Recreation GO               5.75          03/01/15         504,700
    725,000  Washington County School District J Sherwood
               FSA Insured                                        6.10          06/01/12         759,909
    250,000  Washington & Clackamas County OR School
               District J Tigard                                  5.50          06/01/06         253,285
  2,000,000  Washington County OR Criminal Justice
               Facilities GO                                      6.00          12/01/13       2,070,500
  2,000,000  Washington County OR Unified Sewer Agency
               Revenue FGIC Insured                               5.50          10/01/13       1,995,300
  1,040,000  Western Lane OR HFFA Revenue Sisters of St.
               Joseph Peace Services MBIA Insured                 7.13          08/01/17       1,135,792
                                                                                           --------------
             TOTAL OREGON MUNICIPAL BONDS                                                  $  38,695,439
             (Cost $37,972,028)
</TABLE>
 
- ------------------------
50
<PAGE>
                                                            OREGON TAX-FREE FUND
<TABLE>
<CAPTION>
                                                               INTEREST        MATURITY
 PRINCIPAL   SECURITY NAME                                       RATE            DATE          VALUE
<C>          <S>                                     <C>       <C>           <C>           <C>
             PUERTO RICO MUNICIPAL BONDS - 5.34%
$    40,000  Commonwealth of Puerto Rico Aqueduct & Sewer
               Revenue                                           10.25 %        07/01/09   $      55,201
  1,000,000  Commonwealth of Puerto Rico Electric Power
               Authority Revenue MBIA Insured                     6.50          07/01/06       1,105,480
    350,000  Commonwealth of Puerto Rico MFHR LOC -
               Government Development Bank of Puerto Rico         7.50          04/01/22         366,391
    425,000  Commonwealth of Puerto Rico PCR Facilities
               Financing Authority UpJohn Co Project              7.50          12/01/23         462,519
    250,000  Commonwealth of Puerto Rico SFMR GNMA Insured        7.50          10/15/12         261,648
                                                                                           --------------
             TOTAL PUERTO RICO MUNICIPAL BONDS                                             $   2,251,239
             (Cost $2,184,264)
 
             SHORT-TERM INSTRUMENTS+ - 0.95%
$   100,000  Portland OR PCR Harbor Authority V/R                 3.65 %        12/01/09   $     100,000
    300,000  Umatilla City OR V/R                                 3.60          12/01/24         300,000
                                                                                           --------------
             TOTAL SHORT-TERM INSTRUMENTS                                                  $     400,000
             (Cost $400,000)
 
             TOTAL INVESTMENTS IN SECURITIES
</TABLE>
 
<TABLE>
<C>           <S>                                                     <C>                   <C>
              (Cost $40,556,292)* (Notes 1 and 3)                      98.01%               $  41,346,678
              Other Assets and Liabilities                              1.99                      841,061
                                                                      ------                --------------
              TOTAL NET ASSETS                                        100.00%               $  42,187,739
                                                                      ------                --------------
                                                                      ------                --------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>
 
  +  THESE VARIABLE RATE SECURITIES ARE SUBJECT TO A DEMAND FEATURE WHICH
     REDUCES THE REMAINING MATURITY.
  *  COST FOR FEDERAL INCOME TAX PURPOSES IS THE SAME AS FOR FINANCIAL
     STATEMENT PURPOSES AND NET UNREALIZED APPRECIATION CONSISTS OF:
 
<TABLE>
<S>                             <C>
Gross Unrealized Appreciation   $  1,032,350
Gross Unrealized Depreciation       (241,964)
                                ------------
NET UNREALIZED APPRECIATION     $    790,386
                                ------------
                                ------------
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
                                                           ---------------------
                                                                              51
<PAGE>
STATEMENT OF ASSETS & LIABILITIES - SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                                 ARIZONA         CALIFORNIA
                                                TAX-FREE           TAX-FREE
                                                    FUND          BOND FUND
<S>                                          <C>             <C>
- ---------------------------------------------------------------------------
ASSETS
INVESTMENTS:
  In securities at market value (see
    cost value below)                        $22,160,028     $  442,820,083
  Cash                                            29,937             20,113
Receivables:
  Interest                                       317,895          7,162,507
  Fund shares sold                                   143            231,368
  Investment securities sold                     510,181                  0
  Due from WFB                                     7,662                  0
Organization expenses, net of
  amortization                                     6,256              1,266
Prepaid expenses                                   2,832              1,877
TOTAL ASSETS                                  23,034,934        450,237,214
LIABILITIES
Cash overdraft due to custodian                        0                  0
Payables:
  Investment securities purchased                      0                  0
  Distribution to shareholders                    65,958          1,570,258
  Capital shares redeemed                              0                  0
  Due to sponsor and distributor                   2,789            362,729
  Due to WFB (Note 2)                                  0            181,659
  Other                                           38,452            425,554
TOTAL LIABILITIES                                107,199          2,540,200
TOTAL NET ASSETS
                                             $22,927,735     $  447,697,014
NET ASSETS CONSIST OF:
  Paid-in capital - Class A                  $ 6,742,616     $  294,850,907
  Paid-in capital - Class B                       20,025         39,744,106
  Paid-in capital - Institutional Class       16,046,845        106,965,699
  Undistributed (overdistributed) net
    investment income                            (67,269)           (40,884)
  Undistributed net realized gain (loss)
    on investments                                29,387         (2,557,255)
  Net unrealized appreciation
    (depreciation) of investments                156,131          8,734,441
TOTAL NET ASSETS                             $22,927,735     $  447,697,014
COMPUTATION OF NET ASSET VALUE AND
OFFERING PRICE PER SHARE
Net assets - Class A                         $ 7,331,089     $  300,702,091
Shares outstanding - Class A                     701,722         27,901,107
Net asset value and offering price per
  share - Class A                            $     10.45     $        10.78
Maximum offering price                       $     10.94(1)  $        11.29(1)
Net Assets - Class B                         $    20,122     $   40,098,580
Shares outstanding - Class B                       1,999          3,650,437
Net asset value and offering price per
  share - Class B                            $     10.07     $        10.98
Net Assets - Institutional Class             $15,576,524     $  106,896,343
Shares outstanding - Institutional Class       1,491,647          9,894,420
Net asset value and offering price per
  share - Institutional Class                $     10.44     $        10.80
INVESTMENT AT COST (NOTE 3)                  $22,003,897     $  434,085,642
- ---------------------------------------------------------------------------
</TABLE>
 
(1)  MAXIMUM OFFERING PRICE IS COMPUTED AS 100/95.5 OF NET ASSET VALUE. ON
     INVESTMENTS OF $50,000 OR MORE THE OFFERING PRICE IS REDUCED.
(2)  MAXIMUM OFFERING PRICE IS COMPUTED AS 100/97 OF NET ASSET VALUE. ON
     INVESTMENTS OF $50,000 OR MORE THE OFFERING PRICE IS REDUCED.
 
The accompanying notes are an integral part of these financial statements.
 
- ------------------------
52
<PAGE>
                          STATEMENT OF ASSETS & LIABILITIES - SEPTEMBER 30, 1996
 
<TABLE>
<CAPTION>
                                               CALIFORNIA        NATIONAL           OREGON
                                                 TAX-FREE        TAX-FREE         TAX-FREE
                                              INCOME FUND            FUND             FUND
<S>                                          <C>              <C>             <C>           <C>
- ---------------------------------------------------------------------------------------------------------
ASSETS
INVESTMENTS:
  In securities at market value (see
    cost value below)                        $ 92,474,395     $11,836,079     $ 41,346,678
  Cash                                              5,508         191,550                0
Receivables:
  Interest                                      1,494,168         187,493          654,823
  Fund shares sold                                      0              96                0
  Investment securities sold                            0         950,717          935,928
  Due from WFB                                          0          61,938                0
Organization expenses, net of
  amortization                                      9,091          20,423                0
Prepaid expenses                                   53,635           3,949            5,699
TOTAL ASSETS                                   94,036,797      13,252,245       42,943,128
LIABILITIES
Cash overdraft due to custodian                         0               0            3,186
Payables:
  Investment securities purchased               1,263,738       1,240,068          510,746
  Distribution to shareholders                    230,671          32,779          123,346
  Capital shares redeemed                               0               0           10,814
  Due to sponsor and distributor                   37,304           1,613            6,117
  Due to WFB (Note 2)                              30,460               0           78,446
  Other                                            49,795          19,364           22,734
TOTAL LIABILITIES                               1,611,968       1,293,824          755,389
TOTAL NET ASSETS
                                             $ 92,424,829     $11,958,421     $ 42,187,739
NET ASSETS CONSIST OF:
  Paid-in capital - Class A                  $ 82,454,366     $ 4,735,739     $ 32,844,525
  Paid-in capital - Class B                           N/A              25               25
  Paid-in capital - Institutional Class        10,137,736       7,238,416        8,611,113
  Undistributed (overdistributed) net
    investment income                                   0          (9,889)         (26,485)
  Undistributed net realized gain (loss)
    on investments                               (235,432)        (62,757)         (31,825)
  Net unrealized appreciation
    (depreciation) of investments                  68,159          56,887          790,386
TOTAL NET ASSETS                             $ 92,424,829     $11,958,421     $ 42,187,739
COMPUTATION OF NET ASSET VALUE AND
OFFERING PRICE PER SHARE
Net assets - Class A                         $ 82,358,838     $ 4,826,793     $ 33,676,010
Shares outstanding - Class A                    8,025,037         316,745        2,050,850
Net asset value and offering price per
  share - Class A                            $      10.26     $     15.24     $      16.42
Maximum offering price                       $      10.58(2)  $     15.96(1)  $      17.19(1)
Net Assets - Class B                                  N/A     $        25     $         25
Shares outstanding - Class B                          N/A               3                3
Net asset value and offering price per
  share - Class B                                     N/A     $     10.06     $      10.07
Net Assets - Institutional Class             $ 10,065,991     $ 7,131,603     $  8,511,704
Shares outstanding - Institutional Class          996,809         467,897          518,497
Net asset value and offering price per
  share - Institutional Class                $      10.10     $     15.24     $      16.42
INVESTMENT AT COST (NOTE 3)                  $ 92,406,236     $11,779,192     $ 40,556,292
- ---------------------------------------------------------------------------------------------------------
</TABLE>
 
(1)  MAXIMUM OFFERING PRICE IS COMPUTED AS 100/95.5 OF NET ASSET VALUE. ON
     INVESTMENTS OF $50,000 OR MORE THE OFFERING PRICE IS REDUCED.
(2)  MAXIMUM OFFERING PRICE IS COMPUTED AS 100/97 OF NET ASSET VALUE. ON
     INVESTMENTS OF $50,000 OR MORE THE OFFERING PRICE IS REDUCED.
 
The accompanying notes are an integral part of these financial statements.
 
                                                           ---------------------
                                                                              53
<PAGE>
STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                 ARIZONA
                                               TAX- FREE
                                                    FUND       CALIFORNIA TAX-FREE BOND FUND
                                             -----------     -------------------------------
                                                 FOR THE                             FOR THE
                                              YEAR ENDED       FOR THE NINE       YEAR ENDED
                                               SEPT. 30,       MONTHS ENDED         DEC. 31,
                                                    1996     SEPT. 30, 1996             1995
<S>                                          <C>             <C>                <C>
- --------------------------------------------------------------------------------------------
INVESTMENT INCOME
  Interest                                   $ 1,263,459     $   14,068,280     $ 18,157,370
TOTAL INVESTMENT INCOME                        1,263,459         14,068,280       18,157,370
EXPENSES (NOTE 2)
  Advisory                                       120,757          1,202,280        1,542,893
  Administration fees                             34,843             73,687           93,013
  Custody fees                                     5,038             43,440           55,013
  Shareholder servicing fees                       2,748            752,569          930,128
  Portfolio accounting fees                       38,026             84,857          123,508
  Transfer agency fees                            18,340            145,236          183,849
  Distribution fees                               20,787            288,335          231,192
  Amortization of organization expenses            6,985              4,476            5,872
  Legal and audit fees                             7,499             58,125           56,475
  Registration fees                               20,950             34,890           43,357
  Directors' fees                                  6,569              3,743            5,000
  Shareholder reports                             25,455             51,039           59,999
  Other                                            8,025             70,070           77,451
TOTAL EXPENSES                                   316,022          2,812,747        3,407,750
Less:
  Waived and reimbursed fees (Note 2)           (172,659)          (921,858)      (1,232,856)
Net Expenses                                     143,363          1,890,889        2,174,894
NET INVESTMENT INCOME                          1,120,096         12,177,391       15,982,476
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
  Net realized gain (loss) on sale of
    investments                                  336,608          2,803,854          591,815
  Net change in unrealized appreciation
    (depreciation) of investments               (564,971)        (9,703,374)      35,434,462
NET GAIN (LOSS) ON INVESTMENTS                  (228,363)        (6,899,520)      36,026,277
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                              $   891,733     $    5,277,871     $ 52,008,753
- --------------------------------------------------------------------------------------------
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
- ---------------------
54
<PAGE>
                                                        STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                  CALIFORNIA TAX- FREE     NATIONAL
                                                           INCOME FUND     TAX-FREE         OREGON
                                             -------------------------         FUND      TAX- FREE
                                                                           --------           FUND
                                                FOR THE                                 ----------
                                                   NINE                     FOR THE
                                                 MONTHS        FOR THE         YEAR        FOR THE
                                                  ENDED     YEAR ENDED        ENDED     YEAR ENDED
                                              SEPT. 30,       DEC. 31,        SEPT.      SEPT. 30,
                                                   1996           1995     30, 1996           1996
<S>                                          <C>            <C>            <C>          <C>
- --------------------------------------------------------------------------------------------------
INVESTMENT INCOME
  Interest                                   $2,749,129     $2,414,748     $689,500     $2,585,534
TOTAL INVESTMENT INCOME                       2,749,129      2,414,748      689,500      2,585,534
EXPENSES (NOTE 2)
  Advisory                                      300,312        267,645       67,463        230,626
  Administration fees                            18,371         16,793       19,518         66,644
  Custody fees                                   10,974         10,407        2,801         11,283
  Shareholder servicing fees                    183,562        166,349        1,802         50,431
  Portfolio accounting fees                      54,901         61,353       36,465         38,007
  Transfer agency fees                           31,443         45,280       12,321         38,225
  Distribution fees                              30,358         27,725          146          1,013
  Amortization of organization expenses           6,288          8,399        2,656          1,824
  Legal and audit fees                           16,983         22,521        4,185         16,936
  Registration fees                              14,972         19,998       12,877         13,407
  Directors' fees                                 3,743          5,000        5,886          5,926
  Shareholder reports                            18,717         14,015       23,621         31,650
  Other                                           7,718          9,501        5,385          6,480
TOTAL EXPENSES                                  698,342        674,986      195,126        512,452
Less:
  Waived and reimbursed fees (Note 2)          (299,200)      (314,402)    (142,023)      (139,960)
Net Expenses                                    399,142        360,584       53,103        372,492
NET INVESTMENT INCOME                         2,349,987      2,054,164      636,397      2,213,042
 
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
  Net realized gain (loss) on sale of
    investments                                   2,344        (43,204)      12,999        226,397
  Net change in unrealized appreciation
    (depreciation) of investments              (677,786)     2,645,684      (92,672)      (105,222)
NET GAIN (LOSS) ON INVESTMENTS                 (675,442)     2,602,480      (79,673)       121,175
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                              $1,674,545     $4,656,644     $556,724     $2,334,217
- --------------------------------------------------------------------------------------------------
</TABLE>
 
The accompanying notes are an integral part of these financial statements.
 
                                                           ---------------------
                                                                              55
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                   ARIZONA TAX-FREE FUND
                                             -------------------------------------------
                                                                 FOR THE
                                                 FOR THE          PERIOD         FOR THE
                                              YEAR ENDED           ENDED      YEAR ENDED
                                               SEPT. 30,       SEPT. 30,         MAY 31,
                                                    1996        1995 (1)            1995
- ----------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
 
OPERATIONS:
  Net investment income                      $ 1,120,096     $   390,606     $ 1,221,865
  Net realized gain (loss) on sale of
    investments                                  336,608          68,297           6,272
  Net change in unrealized appreciation
    (depreciation) of investments               (564,971)         80,894         440,550
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                        891,733         539,797       1,668,687
DISTRIBUTIONS TO SHAREHOLDERS:
  From net investment income
    CLASS A                                     (370,176)       (390,606)     (1,221,865)
    CLASS B                                          (11)              0               0
    INSTITUTIONAL CLASS                         (749,909)              0               0
  In excess of net investment income
    CLASS A                                            0         (61,287)        (52,079)
    CLASS B                                            0               0
    INSTITUTIONAL CLASS                                0               0
  From net realized gain (loss) on sales
    of investments
    CLASS A                                     (109,463)              0          (6,272)
    CLASS B                                            0               0               0
    INSTITUTIONAL CLASS                         (227,136)              0               0
  In excess of net realized gain
    CLASS A                                      (12,756)              0         (20,328)
    CLASS B                                            0               0               0
    INSTITUTIONAL CLASS                          (24,754)              0               0
CAPITAL SHARES TRANSACTIONS:
  Proceeds from shares sold - Class A          1,232,906       1,568,324       6,231,470
  Reinvestment of dividends - Class A            329,709         103,193         282,090
  Cost of shares redeemed - Class A          (18,720,996)     (1,719,071)     (7,453,357)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS A                       (17,158,381)        (47,554)       (939,797)
  Proceeds from shares sold - Class B             20,025               0               0
  Reinvestment of dividends - Class B                  0               0               0
  Cost of shares redeemed - Class B                    0               0               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS B                            20,025               0               0
  Proceeds from shares sold -
    Institutional Class                       19,525,762               0               0
  Reinvestment of dividends -
    Institutional Class                            6,149               0               0
  Cost of shares redeemed -
    Institutional Class                       (3,485,066)              0               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - INSTITUTIONAL CLASS            16,046,845               0               0
INCREASE (DECREASE) IN NET ASSETS             (1,693,983)         40,350        (571,654)
 
NET ASSETS:
  Beginning net assets                        24,621,718      24,581,368      25,153,022
ENDING NET ASSETS                            $22,927,735     $24,621,718     $24,581,368
- ----------------------------------------------------------------------------------------
</TABLE>
 
(1)  FOR THE PERIOD JUNE 1, 1995 THROUGH SEPT. 30, 1995.
(2)  "PROCEEDS FROM SHARES SOLD" INCLUDES $34,678,827 FOR CLASS A AND
     $108,895,455 FOR THE INSTITUTIONAL CLASS, AS A RESULT OF THE MERGER OF THE
     PACIFICA CALIFORNIA TAX-EXEMPT FUND. SEE NOTE 1.
(3)  "PROCEEDS FROM SHARES SOLD" INCLUDES $4,994,478 FOR CLASS A AND $9,693,700
     FOR THE INSTITUTIONAL CLASS, AS A RESULT OF THE MERGER OF THE PACIFICA
     SHORT-TERM CALIFORNIA TAX-EXEMPT FUND. SEE NOTE 1.
The accompanying notes are an integral part of these financial statements.
 
- ---------------------
56
<PAGE>
                                             STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                              CALIFORNIA TAX-FREE BOND FUND
                                             ----------------------------------------------
                                             FOR THE NINE          FOR THE          FOR THE
                                             MONTHS ENDED       YEAR ENDED       YEAR ENDED
                                                SEPT. 30,         DEC. 31,         DEC. 31,
                                                 1996 (2)             1995             1994
- -------------------------------------------------------------------------------------------
<S>                                          <C>              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS
 
OPERATIONS:
    Net investment income                    $ 12,177,391     $ 15,982,476     $ 22,512,196
    Net realized gain (loss) on sale of
      investments                               2,803,854          591,815       (6,042,867)
    Net change in unrealized
      appreciation (depreciation) of
      investments                              (9,703,374)      35,434,462      (52,684,575)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                       5,277,871       52,008,753      (36,215,246)
DISTRIBUTIONS TO SHAREHOLDERS:
    From net investment income
      CLASS A                                 (10,685,255)     (15,472,726)     (22,512,196)
      CLASS B                                  (1,125,031)        (509,750)               0
      INSTITUTIONAL CLASS                        (367,105)               0                0
    In excess of net investment income
      CLASS A                                           0                0                0
      CLASS B                                           0                0                0
      INSTITUTIONAL CLASS                               0                0                0
    From net realized gain (loss) on
      sales of investments
      CLASS A                                           0                0                0
      CLASS B                                           0                0                0
      INSTITUTIONAL CLASS                               0                0                0
    In excess of net realized gain
      CLASS A                                           0                0                0
      CLASS B                                           0                0                0
      INSTITUTIONAL CLASS                               0                0                0
CAPITAL SHARES TRANSACTIONS:
    Proceeds from shares sold - Class A        66,701,505       33,207,626       54,574,028
    Reinvestment of dividends - Class A         7,380,505       10,558,616       17,945,317
    Cost of shares redeemed - Class A         (62,521,660)     (88,142,779)    (240,793,430)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS A                         11,560,350      (44,376,537)    (168,274,085)
  Proceeds from shares sold - Class B          17,171,150       26,079,671                0
  Reinvestment of dividends - Class B             809,463          313,904                0
  Cost of shares redeemed - Class B            (4,072,983)        (557,099)               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS B                         13,907,630       25,836,476                0
  Proceeds from shares sold -
    Institutional Class                       109,432,129                0                0
  Reinvestment of dividends -
    Institutional Class                               416                0                0
  Cost of shares redeemed -
    Institutional Class                        (3,636,945)               0                0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - INSTITUTIONAL CLASS            105,795,600                0                0
INCREASE (DECREASE) IN NET ASSETS             124,364,060       17,486,216     (227,001,527)
 
NET ASSETS:
  Beginning net assets                        323,332,954      305,846,738      532,848,265
ENDING NET ASSETS                            $447,697,014     $323,332,954     $305,846,738
- -------------------------------------------------------------------------------------------
 
<CAPTION>
                                                         CALIFORNIA TAX-FREE INCOME FUND
                                             -------------------------------------------
 
                                                 FOR THE
                                                    NINE
                                                  MONTHS         FOR THE         FOR THE
                                                   ENDED      YEAR ENDED      YEAR ENDED
                                               SEPT. 30,        DEC. 31,        DEC. 31,
                                                1996 (3)            1995            1994
- -------------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
    Net investment income                    $ 2,349,987     $ 2,054,164     $ 2,293,335
    Net realized gain (loss) on sale of
      investments                                  2,344         (43,204)       (128,868)
    Net change in unrealized
      appreciation (depreciation) of
      investments                               (677,786)      2,645,684      (2,827,879)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                      1,674,545       4,656,644        (663,412)
DISTRIBUTIONS TO SHAREHOLDERS:
    From net investment income
      CLASS A                                 (2,330,216)     (2,054,164)     (2,293,335)
      CLASS B                                        N/A             N/A             N/A
      INSTITUTIONAL CLASS                        (19,771)              0               0
    In excess of net investment income
      CLASS A                                          0               0               0
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                              0               0               0
    From net realized gain (loss) on
      sales of investments
      CLASS A                                          0               0               0
      CLASS B                                        N/A             N/A             N/A
      INSTITUTIONAL CLASS                              0               0               0
    In excess of net realized gain
      CLASS A                                          0               0               0
      CLASS B                                        N/A             N/A             N/A
      INSTITUTIONAL CLASS                              0               0               0
CAPITAL SHARES TRANSACTIONS:
    Proceeds from shares sold - Class A       44,078,871      51,648,405      31,971,989
    Reinvestment of dividends - Class A        2,046,401       1,618,516       1,875,590
    Cost of shares redeemed - Class A        (41,016,574)    (26,901,737)    (34,766,280)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS A                         5,108,698      26,365,184        (918,701)
  Proceeds from shares sold - Class B                N/A             N/A             N/A
  Reinvestment of dividends - Class B                N/A             N/A             N/A
  Cost of shares redeemed - Class B                  N/A             N/A             N/A
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS B                               N/A             N/A             N/A
  Proceeds from shares sold -
    Institutional Class                       10,078,900               0               0
  Reinvestment of dividends -
    Institutional Class                                0               0               0
  Cost of shares redeemed -
    Institutional Class                          (52,763)              0               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - INSTITUTIONAL CLASS            10,026,137               0               0
INCREASE (DECREASE) IN NET ASSETS             14,459,393      28,967,664      (3,875,448)
NET ASSETS:
  Beginning net assets                        77,965,436      48,997,772      52,873,220
ENDING NET ASSETS                            $92,424,829     $77,965,436     $48,997,772
- -------------------------------------------------------------------------------------------
</TABLE>
 
(1)  FOR THE PERIOD JUNE 1, 1995 THROUGH SEPT. 30, 1995.
The accompanying notes are an integral part of these financial statements.
 
                                                           ---------------------
                                                                              57
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                  NATIONAL TAX-FREE FUND
                                             -------------------------------------------
                                                                 FOR THE
                                                 FOR THE          PERIOD         FOR THE
                                              YEAR ENDED           ENDED      YEAR ENDED
                                               SEPT. 30,       SEPT. 30,         MAY 31,
                                                    1996        1995 (1)            1995
- ----------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
 
OPERATIONS:
    Net investment income                    $   636,397     $   225,575     $   622,957
    Net realized gain (loss) on sale of
     investments                                  12,999          (1,042)        (75,743)
    Net change in unrealized
     appreciation (depreciation) of
     investments                                 (92,672)         82,929         376,362
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                        556,724         307,462         923,576
DISTRIBUTIONS TO SHAREHOLDERS:
    From net investment income
      CLASS A                                   (298,145)       (225,575)       (622,957)
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                       (338,252)              0               0
    In excess of net investment income
      CLASS A                                          0         (21,523)        (18,062)
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                              0               0               0
    From net realized gain (loss) on
     sales of investments
      CLASS A                                          0               0               0
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                              0               0               0
    In excess of net realized gain
      CLASS A                                          0               0               0
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                              0               0               0
CAPITAL SHARES TRANSACTIONS:
    Proceeds from shares sold - Class A          252,284         624,616       5,682,988
    Reinvestment of dividends - Class A          186,973         113,062         287,582
    Cost of shares redeemed - Class A         (9,944,744)       (951,240)     (5,394,689)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS A                        (9,505,487)       (213,562)        575,881
  Proceeds from shares sold - Class B                 25               0               0
  Reinvestment of dividends - Class B                  0               0               0
  Cost of shares redeemed - Class B                    0               0               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS B                                25               0               0
  Proceeds from shares sold -
    Institutional Class                        9,318,896               0               0
  Reinvestment of dividends -
    Institutional Class                          104,965               0               0
  Cost of shares redeemed -
    Institutional Class                       (2,185,445)              0               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - INSTITUTIONAL CLASS             7,238,416               0               0
INCREASE (DECREASE) IN NET ASSETS             (2,346,719)       (153,198)        858,438
 
NET ASSETS:
  Beginning net assets                        14,305,140      14,458,338      13,599,900
ENDING NET ASSETS                            $11,958,421     $14,305,140     $14,458,338
- ----------------------------------------------------------------------------------------
</TABLE>
 
(1)  FOR THE PERIOD JUNE 1, 1995 THROUGH SEPT. 30, 1995.
The accompanying notes are an integral part of these financial statements.
 
- ---------------------
58
<PAGE>
                                             STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                    OREGON TAX-FREE FUND
                                             -------------------------------------------
                                                                 FOR THE
                                                 FOR THE          PERIOD         FOR THE
                                              YEAR ENDED           ENDED      YEAR ENDED
                                               SEPT. 30,       SEPT. 30,         MAY 31,
                                                    1996        1995 (1)            1995
- ----------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
 
OPERATIONS:
    Net investment income                    $ 2,213,042     $   852,996     $ 2,663,326
    Net realized gain (loss) on sale of
     investments                                 226,397          13,635        (239,143)
    Net change in unrealized
     appreciation (depreciation) of
     investments                                (105,222)       (278,482)      1,451,939
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                      2,334,217         588,149       3,876,122
DISTRIBUTIONS TO SHAREHOLDERS:
    From net investment income
      CLASS A                                 (1,836,397)       (852,996)     (2,663,326)
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                       (376,645)              0               0
    In excess of net investment income
      CLASS A                                          0         (32,292)       (160,187)
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                              0               0               0
    From net realized gain (loss) on
     sales of investments
      CLASS A                                          0               0        (128,294)
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                              0               0               0
    In excess of net realized gain
      CLASS A                                          0               0               0
      CLASS B                                          0               0               0
      INSTITUTIONAL CLASS                              0               0               0
CAPITAL SHARES TRANSACTIONS:
    Proceeds from shares sold - Class A        1,339,221       1,376,768       5,706,279
    Reinvestment of dividends - Class A        1,177,977         531,664       1,830,242
    Cost of shares redeemed - Class A        (19,138,811)     (3,779,707)    (10,061,225)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS A                       (16,621,613)     (1,871,275)     (2,524,704)
  Proceeds from shares sold - Class B                 25               0               0
  Reinvestment of dividends - Class B                  0               0               0
  Cost of shares redeemed - Class B                    0               0               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - CLASS B                                25               0               0
  Proceeds from shares sold -
    Institutional Class                       10,508,693               0               0
  Reinvestment of dividends -
    Institutional Class                           74,828               0               0
  Cost of shares redeemed -
    Institutional Class                       (1,972,408)              0               0
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL SHARE
TRANSACTIONS - INSTITUTIONAL CLASS             8,611,113               0               0
INCREASE (DECREASE) IN NET ASSETS             (7,889,300)     (2,168,414)     (1,600,389)
 
NET ASSETS:
  Beginning net assets                        50,077,039      52,245,453      53,845,842
ENDING NET ASSETS                            $42,187,739     $50,077,039     $52,245,453
- ----------------------------------------------------------------------------------------
</TABLE>
 
(1)  FOR THE PERIOD JUNE 1, 1995 THROUGH SEPT. 30, 1995.
The accompanying notes are an integral part of these financial statements.
 
                                                           ---------------------
                                                                              59
<PAGE>
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                                ARIZONA TAX-FREE FUND (1)
                                                          -------------------------------
                                                                                  CLASS A
                                                          -------------------------------
                                                               YEAR     PERIOD       YEAR
                                                              ENDED      ENDED      ENDED
                                                          SEPT. 30,  SEPT. 30,    MAY 31,
                                                               1996   1995 (2)       1995
<S>                                                       <C>        <C>        <C>
- -----------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                         $10.71     $10.68     $10.48
                                                          ---------  ---------  ---------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss)                                 0.48       0.17       0.51
  Net realized and unrealized gain (loss) on investments      (0.09)      0.06       0.23
                                                          ---------  ---------  ---------
TOTAL FROM INVESTMENT OPERATIONS                               0.39       0.23       0.74
LESS DISTRIBUTIONS:
  Dividends from net investment income                        (0.48)     (0.20)     (0.53)
  Distributions from net realized gain                        (0.17)      0.00      (0.01)
                                                          ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS                                      (0.65)     (0.20)     (0.54)
                                                          ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                               $10.45     $10.71     $10.68
                                                          ---------  ---------  ---------
                                                          ---------  ---------  ---------
TOTAL RETURN (NOT ANNUALIZED)                                 3.60%    6.55%**      7.35%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)                           $7,331    $24,622    $24,581
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED):
  Ratio of expenses to average net assets                     0.78%      0.45%      0.40%
  Ratio of net investment income to average net assets        4.45%      4.73%      4.89%
Portfolio turnover                                              42%        62%        14%
- -----------------------------------------------------------------------------------------
Ratio of expenses to average net assets prior to waived
  fees and reimbursed expenses                                1.46%      1.35%      1.13%
Ratio of net investment income to average net assets
  prior to waived fees and reimbursed expenses                3.77%      3.83%      4.16%
- -----------------------------------------------------------------------------------------
</TABLE>
 
 **  ANNUALIZED
(1)  THE FUND OPERATED AS THE ARIZONA INTERMEDIATE TAX-FREE FUND OF
     WESTCORE TRUST AND WAS ADVISED BY FIRST INTERSTATE BANK OF OREGON,
     N.A. FROM ITS COMMENCEMENT OF OPERATIONS ON MARCH 2, 1992 UNTIL IT WAS
     REORGANIZED AS A SERIES OF PACIFICA FUNDS TRUST ON OCTOBER 1, 1995,
     WHEN FIRST INTERSTATE CAPITAL MANAGEMENT, INC. ("FICM") ASSUMED
     INVESTMENT ADVISORY RESPONSIBILITIES. THE FUND OPERATED AS A SERIES OF
     PACIFICA FUNDS TRUST UNTIL IT WAS REORGANIZED AS A SERIES OF
     STAGECOACH FUNDS, INC. ON SEPTEMBER 6, 1996. IN CONJUNCTION WITH THE
     REORGANIZATION, EXISTING INVESTOR SHARES WERE CONVERTED INTO CLASS A
     SHARES OF THE FUND. IN CONNECTION WITH THE MERGER OF FIRST INTERSTATE
     BANCORP INTO WELLS FARGO & CO. ON APRIL 1, 1996, FICM WAS RENAMED AS
     WELLS FARGO INVESTMENT MANAGEMENT, INC.
(2)  THE FUND CHANGED ITS FISCAL YEAR FROM MAY 31 TO SEPTEMBER 30.
(3)  THE FUND COMMENCED OPERATIONS ON MARCH 2, 1992.
(4)  THE CLASS B SHARES COMMENCED OPERATIONS ON SEPTEMBER 6, 1996.
(5)  THE FUND CHANGED ITS FISCAL YEAR FROM DECEMBER 31 TO SEPTEMBER 30.
 
- ---------------------
60
<PAGE>
                                                            FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                                                      CALIFORNIA TAX-FREE
                                                  ARIZONA TAX-FREE FUND (1) (CONT.)             BOND FUND
                              -----------------------------------------------------  --------------------
                                                                             INSTL.
                                              CLASS A (CONT.)    CLASS B      CLASS               CLASS A
                              -------------------------------  ---------  ---------  --------------------
                                   YEAR       YEAR     PERIOD     PERIOD       YEAR     PERIOD       YEAR
                                  ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                                MAY 31,    MAY 31,    MAY 31,  SEPT. 30,  SEPT. 30,  SEPT. 30,   DEC. 31,
                                   1994       1993   1992 (3)   1996 (4)       1996   1996 (5)       1995
<S>                           <C>        <C>        <C>        <C>        <C>        <C>        <C>
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
  OF PERIOD                      $10.64     $10.09     $10.00     $10.00     $10.71     $11.05      $9.84
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
INCOME FROM INVESTMENT
  OPERATIONS:
  Net investment income
    (loss)                         0.50       0.49       0.09       0.01       0.49       0.40       0.55
  Net realized and
    unrealized gain (loss)
    on investments                (0.15)      0.55       0.08       0.07      (0.10)     (0.27)      1.21
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL FROM INVESTMENT
  OPERATIONS                       0.35       1.04       0.17       0.08       0.39       0.13       1.76
LESS DISTRIBUTIONS:
  Dividends from net
    investment income             (0.50)     (0.49)     (0.08)     (0.01)     (0.49)     (0.40)     (0.55)
  Distributions from net
    realized gain                 (0.01)      0.00       0.00       0.00      (0.17)      0.00       0.00
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS          (0.51)     (0.49)     (0.08)     (0.01)     (0.66)     (0.40)     (0.55)
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF
  PERIOD                         $10.48     $10.64     $10.09      10.07     $10.44     $10.78     $11.05
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (NOT
  ANNUALIZED)                     3.28%     10.50%    7.02%**      0.76%      3.74%      1.27%     18.24%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
    (000s)                      $25,153    $22,430     $4,690        $20    $15,577   $300,702   $296,417
RATIOS TO AVERAGE NET ASSETS
  (ANNUALIZED):
  Ratio of expenses to
    average net assets            0.31%      0.20%      0.68%      1.16%      0.48%      0.69%      0.68%
  Ratio of net investment
    income to average net
    assets                        4.72%      4.98%      4.32%      3.59%      4.63%      4.99%      5.18%
Portfolio turnover                  28%         4%         0%        42%        42%        22%         9%
- ---------------------------------------------------------------------------------------------------------
Ratio of expenses to average
  net assets prior to waived
  fees and reimbursed
  expenses                        1.00%      1.18%      2.08%      1.81%      1.20%      1.07%      1.07%
Ratio of net investment
  income to average net
  assets prior to waived
  fees and reimbursed
  expenses                        4.03%      4.00%      2.92%      2.94%      3.91%      4.61%      4.79%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
 
 **  ANNUALIZED
(1)  THE FUND OPERATED AS THE ARIZONA INTERMEDIATE TAX-FREE FUND OF
     WESTCORE TRUST AND WAS ADVISED BY FIRST INTERSTATE BANK OF OREGON,
     N.A. FROM ITS COMMENCEMENT OF OPERATIONS ON MARCH 2, 1992 UNTIL IT WAS
     REORGANIZED AS A SERIES OF PACIFICA FUNDS TRUST ON OCTOBER 1, 1995,
     WHEN FIRST INTERSTATE CAPITAL MANAGEMENT, INC. ("FICM") ASSUMED
     INVESTMENT ADVISORY RESPONSIBILITIES. THE FUND OPERATED AS A SERIES OF
     PACIFICA FUNDS TRUST UNTIL IT WAS REORGANIZED AS A SERIES OF
     STAGECOACH FUNDS, INC. ON SEPTEMBER 6, 1996. IN CONJUNCTION WITH THE
     REORGANIZATION, EXISTING INVESTOR SHARES WERE CONVERTED INTO CLASS A
     SHARES OF THE FUND. IN CONNECTION WITH THE MERGER OF FIRST INTERSTATE
     BANCORP INTO WELLS FARGO & CO. ON APRIL 1, 1996, FICM WAS RENAMED AS
     WELLS FARGO INVESTMENT MANAGEMENT, INC.
(2)  THE FUND CHANGED ITS FISCAL YEAR FROM MAY 31 TO SEPTEMBER 30.
(3)  THE FUND COMMENCED OPERATIONS ON MARCH 2, 1992.
(4)  THE CLASS B SHARES COMMENCED OPERATIONS ON SEPTEMBER 6, 1996.
(5)  THE FUND CHANGED ITS FISCAL YEAR FROM DECEMBER 31 TO SEPTEMBER 30.
 
                                                           ---------------------
                                                                              61
<PAGE>
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                            CALIFORNIA TAX-FREE BOND FUND
                                                                                  (CONT.)
                                                          -------------------------------
                                                                          CLASS A (CONT.)
                                                          -------------------------------
                                                               YEAR       YEAR       YEAR
                                                              ENDED      ENDED      ENDED
                                                           DEC. 31,   DEC. 31,   DEC. 31,
                                                               1994       1993       1992
<S>                                                       <C>        <C>        <C>
- -----------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                         $11.20     $10.41     $10.00
                                                          ---------  ---------  ---------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss)                                 0.56       0.56       0.53
  Net realized and unrealized gain (loss) on investments      (1.36)      0.84       0.41
                                                          ---------  ---------  ---------
TOTAL FROM INVESTMENT OPERATIONS                              (0.80)      1.40       0.94
LESS DISTRIBUTIONS:
  Dividends from net investment income                        (0.56)     (0.56)     (0.53)
  Distributions from net realized gain                         0.00      (0.05)      0.00
                                                          ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS                                      (0.56)     (0.61)     (0.53)
                                                          ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $9.84     $11.20     $10.41
                                                          ---------  ---------  ---------
                                                          ---------  ---------  ---------
TOTAL RETURN (NOT ANNUALIZED)                                 (7.27)%    13.82%    10.35%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)                         $305,847   $532,848   $242,409
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED):
  Ratio of expenses to average net assets                      0.65%     0.64%      0.19%
  Ratio of net investment income to average net assets         5.35%     5.05%      5.67%
Portfolio turnover                                                3%        7%        18%
- -----------------------------------------------------------------------------------------
Ratio of expenses to average net assets prior to waived
  fees and reimbursed expenses                                 1.06%     1.01%      1.07%
Ratio of net investment income to average net assets
  prior to waived fees and reimbursed expenses                 4.94%     4.68%      4.79%
- -----------------------------------------------------------------------------------------
</TABLE>
 
(1)  THE FUND CHANGED ITS FISCAL YEAR FROM DECEMBER 31 TO SEPTEMBER 30.
(2)  THE INSTITUTIONAL CLASS SHARES COMMENCED OPERATIONS ON SEPTEMBER 6,
     1996.
 
- ---------------------
62
<PAGE>
                                                            FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                CALIFORNIA TAX-FREE BOND FUND
                                                      (CONT.)  CALIFORNIA TAX-FREE INCOME FUND
                              -------------------------------  -------------------------------
                                                       INSTL.
                                           CLASS B      CLASS                          CLASS A
                              --------------------  ---------  -------------------------------
                                 PERIOD       YEAR     PERIOD     PERIOD       YEAR       YEAR
                                  ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                              SEPT. 30,   DEC. 31,  SEPT. 30,  SEPT. 30,   DEC. 31,   DEC. 31,
                               1996 (1)       1995   1996 (2)   1996 (1)       1995       1994
<S>                           <C>        <C>        <C>        <C>        <C>        <C>
- ----------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
  OF PERIOD                      $11.26     $10.00     $10.69     $10.35      $9.84     $10.36
                              ---------  ---------  ---------  ---------  ---------  ---------
INCOME FROM INVESTMENT
  OPERATIONS:
  Net investment income
    (loss)                         0.35       0.48       0.04       0.29       0.38       0.40
  Net realized and
    unrealized gain (loss)
    on investments                (0.28)      1.26       0.11      (0.09)      0.51      (0.52)
                              ---------  ---------  ---------  ---------  ---------  ---------
TOTAL FROM INVESTMENT
  OPERATIONS                       0.07       1.74       0.15       0.20       0.89      (0.12)
LESS DISTRIBUTIONS:
  Dividends from net
    investment income             (0.35)     (0.48)     (0.04)     (0.29)     (0.38)     (0.40)
  Distributions from net
    realized gain                  0.00       0.00       0.00       0.00       0.00       0.00
                              ---------  ---------  ---------  ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS          (0.35)     (0.48)     (0.04)     (0.29)     (0.38)     (0.40)
                              ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF
  PERIOD                         $10.98     $11.26     $10.80     $10.26     $10.35      $9.84
                              ---------  ---------  ---------  ---------  ---------  ---------
                              ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (NOT
  ANNUALIZED)                     0.73%     17.72%      1.24%      2.01%      9.14%      (1.10)%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
    (000s)                      $40,099    $26,916   $106,896    $82,359    $77,965    $48,998
RATIOS TO AVERAGE NET ASSETS
  (ANNUALIZED):
  Ratio of expenses to
    average net assets            1.35%      1.32%      0.67%      0.65%      0.65%       0.16%
  Ratio of net investment
    income to average net
    assets                        4.32%      4.31%      5.20%      3.83%      3.70%       4.03%
Portfolio turnover                  22%         9%        22%        48%        31%         33%
- ----------------------------------------------------------------------------------------------
Ratio of expenses to average
  net assets prior to waived
  fees and reimbursed
  expenses                        1.73%      1.72%      1.20%      1.14%      1.22%       1.21%
Ratio of net investment
  income to average net
  assets prior to waived
  fees and reimbursed
  expenses                        3.94%      3.91%      4.67%      3.34%      3.13%       2.98%
- ----------------------------------------------------------------------------------------------
</TABLE>
 
(1)  THE FUND CHANGED ITS FISCAL YEAR FROM DECEMBER 31 TO SEPTEMBER 30.
(2)  THE INSTITUTIONAL CLASS SHARES COMMENCED OPERATIONS ON SEPTEMBER 6,
     1996.
 
                                                           ---------------------
                                                                              63
<PAGE>
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                          CALIFORNIA TAX-FREE INCOME FUND
                                                                                  (CONT.)
                                                          -------------------------------
                                                                                   INSTL.
                                                               CLASS A (CONT.)      CLASS
                                                          --------------------  ---------
                                                               YEAR     PERIOD     PERIOD
                                                              ENDED      ENDED      ENDED
                                                           DEC. 31,   DEC. 31,  SEPT. 30,
                                                               1993   1992 (2)   1996 (3)
<S>                                                       <C>        <C>        <C>
- -----------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                         $10.05     $10.00     $10.06
                                                          ---------  ---------  ---------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss)                                 0.39       0.02       0.02
  Net realized and unrealized gain (loss) on investments       0.31       0.05       0.04
                                                          ---------  ---------  ---------
TOTAL FROM INVESTMENT OPERATIONS                               0.70       0.07       0.06
LESS DISTRIBUTIONS:
  Dividends from net investment income                        (0.39)     (0.02)     (0.02)
  Distributions from net realized gain                         0.00       0.00       0.00
                                                          ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS                                      (0.39)     (0.02)     (0.02)
                                                          ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                               $10.36     $10.05     $10.10
                                                          ---------  ---------  ---------
                                                          ---------  ---------  ---------
TOTAL RETURN (NOT ANNUALIZED)                                 7.10%      0.84%      0.60%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)                          $52,873     $7,821    $10,066
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED):
  Ratio of expenses to average net assets                     0.34%      0.00%      0.55%
  Ratio of net investment income to average net assets        3.74%      3.56%      3.06%
Portfolio turnover                                              11%         0%        48%
- -----------------------------------------------------------------------------------------
Ratio of expenses to average net assets prior to waived
  fees and reimbursed expenses                                1.23%      1.55%      0.92%
Ratio of net investment income to average net assets
  prior to waived fees and reimbursed expenses                2.85%      2.01%      2.69%
- -----------------------------------------------------------------------------------------
</TABLE>
 
 **  ANNUALIZED
(1)  THE FUND OPERATED AS THE QUALITY TAX-EXEMPT INCOME FUND OF WESTCORE
     TRUST AND WAS ADVISED BY FIRST INTERSTATE BANK OF OREGON, N.A. FROM
     ITS COMMENCEMENT OF OPERATIONS ON JANUARY 15, 1993 UNTIL IT WAS
     REORGANIZED AS A SERIES OF PACIFICA FUNDS TRUST ON OCTOBER 1, 1995,
     WHEN FIRST INTERSTATE CAPITAL MANAGEMENT, INC. ("FICM") ASSUMED
     INVESTMENT ADVISORY RESPONSIBILITIES. THE FUND OPERATED AS A SERIES OF
     PACIFICA FUNDS TRUST UNTIL IT WAS REORGANIZED AS A SERIES OF
     STAGECOACH FUNDS, INC. ON SEPTEMBER 6, 1996. IN CONJUNCTION WITH THE
     REORGANIZATION, EXISTING INVESTOR SHARES WERE CONVERTED INTO CLASS A
     SHARES OF THE FUND. IN CONNECTION WITH THE MERGER OF FIRST INTERSTATE
     BANCORP INTO WELLS FARGO & CO. ON APRIL 1, 1996, FICM WAS RENAMED AS
     WELLS FARGO INVESTMENT MANAGEMENT, INC.
(2)  THE FUND COMMENCED OPERATIONS ON NOVEMBER 18, 1992.
(3)  THE INSTITUTIONAL CLASS SHARES COMMENCED OPERATIONS ON SEPTEMBER 6,
     1996.
(4)  THE FUND CHANGED ITS FISCAL YEAR FROM MAY 31 TO SEPTEMBER 30.
(5)  THE FUND COMMENCED OPERATIONS ON JANUARY 15, 1993.
(6)  THE CLASS B SHARES COMMENCED OPERATIONS ON SEPTEMBER 6, 1996.
 
- ---------------------
64
<PAGE>
                                                            FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                                               NATIONAL TAX-FREE FUND (1)
                              ---------------------------------------------------------------------------
                                                                                                   INSTL.
                                                                            CLASS A    CLASS B      CLASS
                              -----------------------------------------------------  ---------  ---------
                                   YEAR     PERIOD       YEAR       YEAR     PERIOD     PERIOD       YEAR
                                  ENDED      ENDED      ENDED      ENDED      ENDED      ENDED      ENDED
                              SEPT. 30,  SEPT. 30,    MAY 31,    MAY 31,    MAY 31,  SEPT. 30,  SEPT. 30,
                                   1996   1995 (4)       1995       1994   1993 (5)   1996 (6)       1996
<S>                           <C>        <C>        <C>        <C>        <C>        <C>        <C>
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
  OF PERIOD                      $15.34     $15.28     $14.98     $15.17     $15.00     $10.00     $15.34
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
INCOME FROM INVESTMENT
  OPERATIONS:
  Net investment income
    (loss)                         0.72       0.24       0.68       0.64       0.17       0.00       0.71
  Net realized and
    unrealized gain (loss)
    on investments                (0.10)      0.08       0.32      (0.17)      0.15       0.06      (0.10)
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL FROM INVESTMENT
  OPERATIONS                       0.62       0.32       1.00       0.47       0.32       0.06       0.61
LESS DISTRIBUTIONS:
  Dividends from net
    investment income             (0.72)     (0.26)     (0.70)     (0.64)     (0.15)      0.00      (0.71)
  Distributions from net
    realized gain                  0.00       0.00       0.00      (0.02)      0.00       0.00       0.00
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS          (0.72)     (0.26)     (0.70)     (0.66)     (0.15)      0.00      (0.71)
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF
  PERIOD                         $15.24     $15.34     $15.28     $14.98     $15.17     $10.06     $15.24
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
                              ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (NOT
  ANNUALIZED)                     4.03%    6.53%**      6.97%      3.07%    5.65%**      0.60%      4.04%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
    (000s)                       $4,827    $14,305    $14,458    $13,600     $7,457         $0     $7,132
RATIOS TO AVERAGE NET ASSETS
  (ANNUALIZED):
  Ratio of expenses to
    average net assets            0.42%      0.35%      0.35%      0.27%      0.25%      0.00%      0.36%
  Ratio of net investment
    income to average net
    assets                        4.69%      4.65%      4.59%      4.29%      3.88%      1.83%      4.66%
Portfolio turnover                  73%        86%        23%        19%        18%        73%        73%
- ---------------------------------------------------------------------------------------------------------
Ratio of expenses to average
  net assets prior to waived
  fees and reimbursed
  expenses                        1.42%      1.85%      1.51%      1.58%      1.99%      0.00%      1.45%
Ratio of net investment
  income to average net
  assets prior to waived
  fees and reimbursed
  expenses                        3.69%      3.15%      3.43%      2.99%      2.14%      1.83%      3.57%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
 
 **  ANNUALIZED
(1)  THE FUND OPERATED AS THE QUALITY TAX-EXEMPT INCOME FUND OF WESTCORE
     TRUST AND WAS ADVISED BY FIRST INTERSTATE BANK OF OREGON, N.A. FROM
     ITS COMMENCEMENT OF OPERATIONS ON JANUARY 15, 1993 UNTIL IT WAS
     REORGANIZED AS A SERIES OF PACIFICA FUNDS TRUST ON OCTOBER 1, 1995,
     WHEN FIRST INTERSTATE CAPITAL MANAGEMENT, INC. ("FICM") ASSUMED
     INVESTMENT ADVISORY RESPONSIBILITIES. THE FUND OPERATED AS A SERIES OF
     PACIFICA FUNDS TRUST UNTIL IT WAS REORGANIZED AS A SERIES OF
     STAGECOACH FUNDS, INC. ON SEPTEMBER 6, 1996. IN CONJUNCTION WITH THE
     REORGANIZATION, EXISTING INVESTOR SHARES WERE CONVERTED INTO CLASS A
     SHARES OF THE FUND. IN CONNECTION WITH THE MERGER OF FIRST INTERSTATE
     BANCORP INTO WELLS FARGO & CO. ON APRIL 1, 1996, FICM WAS RENAMED AS
     WELLS FARGO INVESTMENT MANAGEMENT, INC.
(2)  THE FUND COMMENCED OPERATIONS ON NOVEMBER 18, 1992.
(3)  THE INSTITUTIONAL CLASS SHARES COMMENCED OPERATIONS ON SEPTEMBER 6,
     1996.
(4)  THE FUND CHANGED ITS FISCAL YEAR FROM MAY 31 TO SEPTEMBER 30.
(5)  THE FUND COMMENCED OPERATIONS ON JANUARY 15, 1993.
(6)  THE CLASS B SHARES COMMENCED OPERATIONS ON SEPTEMBER 6, 1996.
 
                                                           ---------------------
                                                                              65
<PAGE>
FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                                 OREGON TAX-FREE FUND (1)
                                                          -------------------------------
                                                                                  CLASS A
                                                          -------------------------------
                                                               YEAR     PERIOD       YEAR
                                                              ENDED      ENDED      ENDED
                                                          SEPT. 30,  SEPT. 30,    MAY 31,
                                                               1996   1995 (2)       1995
<S>                                                       <C>        <C>        <C>
- -----------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                         $16.38     $16.47     $16.17
                                                          ---------  ---------  ---------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income (loss)                                 0.79       0.28       0.82
  Net realized and unrealized gain (loss) on investments       0.04      (0.08)      0.39
                                                          ---------  ---------  ---------
TOTAL FROM INVESTMENT OPERATIONS                               0.83       0.20       1.21
LESS DISTRIBUTIONS:
  Dividends from net investment income                        (0.79)     (0.29)     (0.87)
  Distributions from net realized gain                         0.00       0.00      (0.04)
                                                          ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS                                      (0.79)     (0.29)     (0.91)
                                                          ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                               $16.42     $16.38     $16.47
                                                          ---------  ---------  ---------
                                                          ---------  ---------  ---------
TOTAL RETURN (NOT ANNUALIZED)                                 5.03%    3.67%**      7.92%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000s)                          $33,676    $50,077    $52,245
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED):
  Ratio of expenses to average net assets                     0.85%      0.70%      0.70%
  Ratio of net investment income to average net assets        4.87%      5.01%      5.19%
Portfolio turnover                                              27%        57%        15%
- -----------------------------------------------------------------------------------------
Ratio of expenses to average net assets prior to waived
  fees and reimbursed expenses                                1.15%      1.01%      0.90%
Ratio of net investment income to average net assets
  prior to waived fees and reimbursed expenses                4.57%      4.70%      4.99%
- -----------------------------------------------------------------------------------------
</TABLE>
 
 **  ANNUALIZED
(1)  THE FUND OPERATED AS THE OREGON TAX-EXEMPT FUND OF WESTCORE TRUST AND
     WAS ADVISED BY FIRST INTERSTATE BANK OF OREGON, N.A. FROM ITS
     COMMENCEMENT OF OPERATIONS UNTIL IT WAS REORGANIZED AS A SERIES OF
     PACIFICA FUNDS TRUST ON OCTOBER 1, 1995, WHEN FIRST INTERSTATE CAPITAL
     MANAGEMENT, INC. ("FICM") ASSUMED INVESTMENT ADVISORY
     RESPONSIBILITIES. THE FUND OPERATED AS A SERIES OF PACIFICA FUNDS
     TRUST UNTIL IT WAS REORGANIZED AS A SERIES OF STAGECOACH FUNDS, INC.
     ON SEPTEMBER 6, 1996. IN CONJUNCTION WITH THE REORGANIZATION, EXISTING
     INVESTOR SHARES WERE CONVERTED INTO CLASS A SHARES OF THE FUND. IN
     CONNECTION WITH THE MERGER OF FIRST INTERSTATE BANCORP INTO WELLS
     FARGO & CO. ON APRIL 1, 1996, FICM WAS RENAMED AS WELLS FARGO
     INVESTMENT MANAGEMENT, INC.
(2)  THE FUND CHANGED ITS FISCAL YEAR FROM MAY 31 TO SEPTEMBER 30.
(3)  THE CLASS B SHARES COMMENCED OPERATIONS ON SEPTEMBER 6, 1996.
 
- ---------------------
66
<PAGE>
                                                            FINANCIAL HIGHLIGHTS
 
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD IS AS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                   OREGON TAX-FREE FUND (1) (CONT.)
                              -----------------------------------------------------
                                                                             INSTL.
                                              CLASS A (CONT.)    CLASS B      CLASS
                              -------------------------------  ---------  ---------
                                   YEAR       YEAR       YEAR     PERIOD       YEAR
                                  ENDED      ENDED      ENDED      ENDED      ENDED
                                MAY 31,    MAY 31,    MAY 31,  SEPT. 30,  SEPT. 30,
                                   1994       1993       1992   1996 (3)       1996
<S>                           <C>        <C>        <C>        <C>        <C>        <C>
- ----------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
  OF PERIOD                      $16.79     $16.07     $15.74     $10.00     $16.38
                              ---------  ---------  ---------  ---------  ---------
INCOME FROM INVESTMENT
  OPERATIONS:
  Net investment income
    (loss)                         0.84       0.86       0.91       0.00       0.72
  Net realized and
    unrealized gain (loss)
    on investments                (0.43)      0.76       0.38       0.07       0.04
                              ---------  ---------  ---------  ---------  ---------
TOTAL FROM INVESTMENT
  OPERATIONS                       0.41       1.62       1.29       0.07       0.76
LESS DISTRIBUTIONS:
  Dividends from net
    investment income             (0.82)     (0.86)     (0.92)      0.00      (0.72)
  Distributions from net
    realized gain                 (0.21)     (0.04)     (0.04)      0.00       0.00
                              ---------  ---------  ---------  ---------  ---------
TOTAL FROM DISTRIBUTIONS          (1.03)     (0.90)     (0.96)      0.00      (0.72)
                              ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF
  PERIOD                         $16.17     $16.79     $16.07     $10.07     $16.42
                              ---------  ---------  ---------  ---------  ---------
                              ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (NOT
  ANNUALIZED)                     2.33%     10.36%      8.45%      0.70%      5.13%
RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period
    (000s)                      $53,846    $45,435    $25,002         $0     $8,512
RATIOS TO AVERAGE NET ASSETS
  (ANNUALIZED):
  Ratio of expenses to
    average net assets            0.62%      0.60%      0.60%      0.00%      0.63%
  Ratio of net investment
    income to average net
    assets                        4.90%      5.34%      5.81%      1.83%      4.41%
Portfolio turnover                  22%         6%        17%        27%        27%
- ----------------------------------------------------------------------------------------------
Ratio of expenses to average
  net assets prior to waived
  fees and reimbursed
  expenses                        0.84%      0.91%      0.98%      0.00%      0.93%
Ratio of net investment
  income to average net
  assets prior to waived
  fees and reimbursed
  expenses                        4.69%      5.03%      5.43%      1.83%      4.11%
- ----------------------------------------------------------------------------------------------
</TABLE>
 
 **  ANNUALIZED
(1)  THE FUND OPERATED AS THE OREGON TAX-EXEMPT FUND OF WESTCORE TRUST AND
     WAS ADVISED BY FIRST INTERSTATE BANK OF OREGON, N.A. FROM ITS
     COMMENCEMENT OF OPERATIONS UNTIL IT WAS REORGANIZED AS A SERIES OF
     PACIFICA FUNDS TRUST ON OCTOBER 1, 1995, WHEN FIRST INTERSTATE CAPITAL
     MANAGEMENT, INC. ("FICM") ASSUMED INVESTMENT ADVISORY
     RESPONSIBILITIES. THE FUND OPERATED AS A SERIES OF PACIFICA FUNDS
     TRUST UNTIL IT WAS REORGANIZED AS A SERIES OF STAGECOACH FUNDS, INC.
     ON SEPTEMBER 6, 1996. IN CONJUNCTION WITH THE REORGANIZATION, EXISTING
     INVESTOR SHARES WERE CONVERTED INTO CLASS A SHARES OF THE FUND. IN
     CONNECTION WITH THE MERGER OF FIRST INTERSTATE BANCORP INTO WELLS
     FARGO & CO. ON APRIL 1, 1996, FICM WAS RENAMED AS WELLS FARGO
     INVESTMENT MANAGEMENT, INC.
(2)  THE FUND CHANGED ITS FISCAL YEAR FROM MAY 31 TO SEPTEMBER 30.
(3)  THE CLASS B SHARES COMMENCED OPERATIONS ON SEPTEMBER 6, 1996.
 
                                                           ---------------------
                                                                              67
<PAGE>
NOTES TO FINANCIAL STATEMENTS
 
- -------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
Stagecoach Funds, Inc. (the "Company") is registered under the Investment
Company Act of 1940 (the "1940 Act"), as an open-end series investment company.
The Company commenced operations on January 1, 1992, and currently offers the
following nineteen separate diversified Funds: the Aggressive Growth, Asset
Allocation, Balanced, Corporate Stock, Diversified Income, Equity Value, Ginnie
Mae, Growth and Income, Government Money Market Mutual, Intermediate Bond, Money
Market Mutual, Money Market Trust, National Tax-Free, National Tax-Free Money
Market Mutual, Prime Money Market Mutual, Short-Intermediate U.S. Government
Income, Small Cap, Treasury Money Market Mutual, and U.S. Government Allocation
Funds; and five non-diversified funds: the Arizona Tax-Free, California Tax-Free
Bond, California Tax-Free Income, California Tax-Free Money Market Mutual, and
Oregon Tax-Free Funds. These financial statements represent the Arizona
Tax-Free, California Tax-Free Bond, California Tax-Free Income, National
Tax-Free, and Oregon Tax-Free Funds (the "Funds").
 
At a special shareholders meeting on July 16, 1996, the Shareholders of Pacifica
Funds Trust ("Pacifica") approved a plan of reorganization providing for the
transfer of the assets and liabilities of each Pacifica portfolio to a
corresponding fund of the Company in exchange for shares of designated classes
of the corresponding Stagecoach fund. As a result of this reorganization,
effective September 6, 1996, the Stagecoach Arizona Tax-Free, National Tax-Free,
and Oregon Tax-Free Funds were established to acquire all of the assets and
assume all of the liabilities of the Pacifica Arizona Tax-Exempt, National
Tax-Exempt, and Oregon Tax-Exempt Funds (previously, the Arizona Intermediate
Tax-Free, Quality Tax-Exempt Income, and Oregon Tax-Exempt Funds of Westcore
Trust), respectively (collectively, the "Predecessor Funds"). Additionally, the
Stagecoach California Tax-Free Bond and California Tax-Free Income Funds
acquired all of the assets and assumed all of the liabilities of the Pacifica
California Tax-Exempt and California Short-Term Tax-Exempt Funds, respectively.
These acquisitions were accomplished in separate tax-free exchanges for shares
of the respective Fund. Pursuant to the reorganization, the Company changed its
fiscal year-end from December 31 to September 30.
 
All performance and financial data presented in this annual report for the
Arizona Tax-Free, National Tax-Free, and Oregon Tax-Free Funds for periods prior
to September 6, 1996 refers to the Predecessor Funds.
 
Each of the funds presented in this book, with the exception of the California
Tax-Free Income Fund, offers Class A, Class B, and Institutional Class shares.
The California Tax-Free Income Fund offers Class A and Institutional Class
shares. The three classes of shares differ principally in the applicable sales
charges, shareholder servicing fees and
 
- ---------------------
68
<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
distribution fees. Shareholders of each class also bear certain expenses that
pertain to that particular class. All shareholders bear the common expenses of
the Fund and earn income from the portfolio pro rata based on the average daily
net assets of each class, without distinction between share classes. Dividends
are determined separately for each class based on income and expenses allocable
to each class. Gains are allocated to each class pro rata based upon net assets
of each class on the date of distribution. No class has preferential dividend
rights. Differences in per share dividend rates generally result from the
relative weightings of pro rata income and gain allocations and from differences
in separate class expenses, including distribution and service fees.
 
The following significant accounting policies are consistently followed by the
Company in the preparation of its financial statements, and such policies are in
conformity with generally accepted accounting principles for investment
companies.
 
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
INVESTMENT POLICY AND SECURITY VALUATION
 
Investments in securities for which the primary market is a national securities
exchange or the NASDAQ National Market System are valued at the last reported
sales price on the day of valuation. U.S. government obligations are valued at
the reported bid prices. In the absence of any sale of such securities on the
valuation date and in the case of other securities, excluding debt securities
maturing in 60 days or less, the valuations are based on latest quoted bid
prices. Debt securities maturing in 60 days or less are valued at amortized
cost. Securities for which quotations are not readily available are valued at
fair value as determined by procedures set by the Company's Board of Directors.
 
SECURITY TRANSACTIONS AND INCOME RECOGNITION
 
Securities transactions are accounted for on the date the securities are
purchased or sold (trade date). Dividend income is recognized on the ex-dividend
date, and interest income is accrued daily. Realized gains or losses are
reported on the basis of identified cost of securities delivered. Bond discounts
are accreted and premiums are amortized as required by the Internal Revenue
Code.
 
DISTRIBUTIONS TO SHAREHOLDERS
 
Distributions to shareholders from net investment income of the Funds are
declared daily and distributed monthly. Any dividends to shareholders from net
realized capital gains are declared and distributed annually.
 
                                                           ---------------------
                                                                              69
<PAGE>
NOTES TO FINANCIAL STATEMENTS
 
FEDERAL INCOME TAXES
 
The Company's policy with respect to each Fund is to comply with the
requirements of the Internal Revenue Code that are applicable to regulated
investment companies and to distribute substantially all of each Fund's net
investment income and any net realized capital gain to its shareholders.
Therefore, no federal or state income tax provision is required. The following
funds had capital loss carryforwards at September 30, 1996:
 
<TABLE>
<CAPTION>
                                                                           CAPITAL
                                                                 YEAR         LOSS
FUND                                                          EXPIRES  CARRYFORWARD
- ----------------------------------------------------------------------------------
<S>                                                        <C>         <C>
California Tax-Free Bond Fund                                    2002   $2,795,198
California Tax-Free Income Fund                                  2002     128,867
                                                                 2003      87,204
National Tax-Free Fund                                           2002      32,437
Oregon Tax-Free Fund                                             2003       1,543
</TABLE>
 
The capital loss carryforwards shown above include carryforwards from Pacifica
Funds which were merged into the Funds during the year. The Board intends to
offset net capital gains with each capital loss carryforward until each
carryforward has been fully utilized or expires. Thus, no capital gain
distributions shall be made until the capital loss carryforward has been fully
utilized or expires.
 
Due to the timing of dividend distributions and the differences in accounting
for income and realized gains (losses) for financial statement and federal
income tax purposes, the fiscal year in which amounts are distributed may differ
from the year in which the income and realized gains (losses) were recorded by
the Fund. The differences between the income and gains distributed on a book
versus tax basis are shown as excess distributions of net investment income and
net realized gain on the sale of investments in the accompanying Statements of
Changes in Net Assets.
 
ORGANIZATION EXPENSES
 
The Funds have been charged for expenses incurred in connection with the
organization and initial registration of the Fund and/or Class. These expenses
are being amortized by the Funds on a straight-line basis over 60 months from
the date each Fund and/or Class commenced operations.
 
2. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
 
The Company has entered into separate advisory contracts on behalf of the Funds
with Wells Fargo Bank, N.A. ("WFB"). Pursuant to the contracts, WFB furnishes to
the Funds investment guidance and policy direction in connection with daily
portfolio management. Under the contracts with each of the Funds, WFB is
 
- ---------------------
70
<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
entitled to be paid a monthly advisory fee at an annual rate of 0.50% of the
average daily net assets of each Fund.
 
For the period from October 1, 1995 to March 31, 1996, the Arizona Tax-Free,
National Tax-Free, and Oregon Tax-Free Funds were advised by First Interstate
Capital Management, Inc. (FICM). Pursuant to the advisory contracts, the Funds
paid an advisory fee at an annual rate of 0.50%. On April 1, 1996, First
Interstate Bancorp (FIB) was merged with and into Wells Fargo & Company ("Wells
Fargo") and FICM and First Interstate Bank of California (FICAL) became indirect
wholly-owned subsidiaries of Wells Fargo. In connection with this merger, FICM
changed its name to Wells Fargo Investment Management, Inc ("WFIM"). For the
period from April 1, 1996 to September 5, 1996, such advisory fees were paid to
WFIM.
 
The Company has entered into contracts with WFB on behalf of all of the Funds
whereby WFB is responsible for providing custody and portfolio accounting
services for the Funds. WFB is entitled to certain transaction charges plus an
annual fee for custody services at an annual rate of 0.0167% of the average
daily net assets of the respective Funds. For portfolio accounting services, WFB
is entitled to a monthly base fee from each Fund of $2,000 plus an annual fee of
0.07% of the first $50 million of average daily net assets, 0.045% of the next
$50 million, and 0.02% of the average daily net assets over $100 million.
 
For the period from October 1, 1995 to March 31, 1996, FICAL served as the
custodian for the Arizona Tax-Free, National Tax-Free, and Oregon Tax-Free
Funds. Pursuant to the contracts, the Funds paid a custodian fee based on net
assets and certain transaction charges. For the period from April 1, 1996 to
September 5, 1996, such custodian fees were paid to WFB.
 
The Company has entered into contracts on behalf of the Funds with WFB, whereby
WFB has agreed to act as transfer agent for the Funds. Under the transfer agency
contracts with the California Tax-Free Income and California Tax Free Bond
Funds, WFB is paid a per account fee plus other related costs with a minimum
monthly fee of $3,000 per Fund, unless net assets of the respective Fund are
under $20 million. For as long as the assets remain under $20 million a Fund
will not be charged any transfer agent fees by WFB. Under the contract with the
Arizona Tax-Free, National Tax-Free, and Oregon Tax-Free Funds, WFB is entitled
to be paid an annual fee at the rate of 0.07% of the average daily net assets of
the Funds.
 
For the period from October 1, 1995 to September 5, 1996, the Arizona Tax-Free,
National Tax-Free, and Oregon Tax-Free Funds retained Furman Selz LLC ("Furman
Selz") to provide personnel and facilities to perform shareholders servicing,
transfer agency related services and fund accounting.
 
The Company has entered into contracts on behalf of the Funds with WFB,
 
                                                           ---------------------
                                                                              71
<PAGE>
NOTES TO FINANCIAL STATEMENTS
whereby WFB has agreed to provide shareholder servicing to the Funds. Pursuant
to the contracts, WFB is entitled to an annual fee for providing shareholder
servicing of 0.30% of the average daily net assets attributable to the Class A
shares of the California Tax-Free Income Fund and the Class A and Class B shares
of the California Tax-Free Bond Fund, 0.25% of the average daily net assets
attributable to the Institutional Class shares of the California Tax-Free Income
and California Tax-Free Bond Funds, and 0.25% of the average daily net assets of
each class of the Arizona Tax-Free, National Tax-Free, and Oregon Tax-Free
Funds.
 
For the period from October 1, 1995 to September 5, 1996, various banks, trust
companies, broker-dealers or other financial organizations (collectively,
"Service Organizations") also provided administrative services for the Arizona
Tax-Free, National Tax-Free, and Oregon Tax-Free Funds, such as maintaining
shareholder accounts and records. The Funds paid fees to Service Organizations
in amounts up to an annual rate of 0.25% of the average daily net assets of the
Fund's shares owned by shareholders with whom the Service Organization had a
servicing relationship. During that period, FIB was the only service
organization to receive payments.
 
The servicing expenses for the Funds for the period ended September 30, 1996
were as follows:
 
<TABLE>
<CAPTION>
                                                      SERVICING     SERVICING   SERVICING FEES
                                                           FEES          FEES    INSTITUTIONAL
FUND                                                    CLASS A       CLASS B            CLASS
<S>                                                <C>           <C>           <C>
- ----------------------------------------------------------------------------------------------
Arizona Tax-Free Fund*                              $       429    $        0     $      2,319
California Tax-Free Bond Fund**                         638,962        77,763           35,844
California Tax-Free Income Fund**                       182,151             0            1,411
National Tax-Free Fund*                                     730             0            1,072
Oregon Tax-Free Fund*                                    49,136             0            1,295
</TABLE>
 
 * INFORMATION PRESENTED IS FOR THE YEAR ENDED SEPTEMBER 30, 1996.
 
** INFORMATION PRESENTED IS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996.
 
The Company has entered into administration and distribution agreements on
behalf of the Funds with Stephens. Under the agreements, Stephens has agreed to
provide supervisory, administrative and distribution services to the Funds. For
providing supervisory and administrative services, Stephens is entitled to
receive a monthly fee at the annual rate of 0.03% of such Fund's average daily
net assets for the California Tax-Free Income and California Tax-Free Bond
Funds, and 0.05% of such Fund's average daily net assets for the Arizona
Tax-Free, National Tax-Free, and Oregon Tax-Free Funds.
 
For the period from October 1, 1995 to November 15, 1995, ALPS Mutual Fund
Services, Inc. ("ALPS") served as the administrator for the Oregon Tax-Free
Fund. ALPS was entitled to and received
 
- ---------------------
72
<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
administrative fees at an annual rate of 0.05% of the average daily net assets
of the Fund. For the period from November 16, 1995 to September 5, 1996 for the
Oregon Tax-Free Fund, and for the period from October 1, 1995 to September 5,
1996 for the Arizona Tax-Free and National Tax-Free Funds, Furman Selz provided
administrative services for the operation of each Fund. As compensation for such
services, each Fund paid Furman Selz an annual fee payable monthly equal to
0.15% of the average daily net assets of each Fund.
 
The Company has adopted separate Distribution Plans pursuant to Rule 12b-1 under
the 1940 Act for Class A and Class B shares of the Funds.
 
The Distribution Plan for each of the Class A shares of the funds provides that
each Fund may defray all or part of the cost of preparing, printing and
distributing prospectuses and other promotional materials by paying on an annual
basis up to 0.05% of such Fund's Class A shares' average daily net assets for
costs incurred. Each of these Funds may participate in joint distribution
activities with other funds, in which event, expenses reimbursed out of the
assets of one of the Funds may be attributable, in part, to the
distribution-related activities of another Fund. Generally, the expenses
attributable to joint distribution activities will be allocated among the Funds
in proportion to their relative net asset sizes.
 
For the period from October 1, 1995 to September 5, 1996, the Arizona Tax-Free,
National Tax-Free, and Oregon Tax-Free Funds had adopted a non-compensatory
Distribution Plan and Agreement (the "Plan") for the Class A shares. The Plan
provided for payments by each Fund for actual expenses incurred, not to exceed
0.50% of the average net assets of the Class A shares of the Fund. Pacifica
Funds Distributor Inc., an affiliate of Furman Selz, acted as Distributor during
such period.
 
                                                           ---------------------
                                                                              73
<PAGE>
NOTES TO FINANCIAL STATEMENTS
 
The separate Class B Distribution Plan for the Funds provides that the Funds
(other than the California Tax-Free Bond Fund) may pay, as compensation for
distribution-related services, a monthly fee at an annual rate of up to 0.75% of
each Fund's average daily net assets attributable to Class B shares. The
California Tax-Free Bond Fund may pay up to 0.70% of the average daily net
assets attributable to Class B shares as compensation for distribution-related
services provided on behalf of its Class B shares. The Distribution Plan
expenses for Class A and Class B shares of the Funds for the period ended
September 30, 1996 were as follows:
 
<TABLE>
<CAPTION>
                                                                   DISTRIBUTION    DISTRIBUTION
                                                                           FEES            FEES
FUND                                                                    CLASS A         CLASS B
<S>                                                              <C>             <C>
- -----------------------------------------------------------------------------------------------
Arizona Tax-Free Fund *                                            $     20,787    $          0
California Tax-Free Bond Fund **                                        106,757         181,578
National Tax-Free Fund *                                                    146               0
Oregon Tax-Free Fund *                                                    1,013               0
</TABLE>
 
 * INFORMATION PRESENTED IS FOR THE YEAR ENDED SEPTEMBER 30, 1996.
 
** INFORMATION PRESENTED IS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996.
 
For the year ended December 31, 1995, the California Tax-Free Bond Fund paid
distribution fees of $149,164 and $82,028 for the Class A and B shares,
respectively.
 
FEES WAIVED AND REIMBURSED EXPENSES
 
The  following amounts of  fees were waived  for the period  ended September 30,
1996:
 
<TABLE>
<CAPTION>
                                                     FEES WAIVED    FEES WAIVED    FEES WAIVED
                                                              BY             BY             BY
FUND                                                 FURMAN SELZ           FICM            WFB
<S>                                                <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------
Arizona Tax-Free Fund*                              $     10,207   $     61,642   $    100,810
California Tax-Free Bond Fund**                              N/A            N/A        921,858
California Tax-Free Income Fund**                            N/A            N/A        299,200
National Tax-Free Fund*                                    5,380         35,773        100,870
Oregon Tax-Free Fund*                                     17,017         57,377         65,566
</TABLE>
 
 * INFORMATION PRESENTED IS FOR THE YEAR ENDED SEPTEMBER 30, 1996.
 
** INFORMATION PRESENTED IS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996.
 
All amounts shown as Waived and Reimbursed Fees on the Statements of Operations
for the year ended December 31, 1995 were waived by WFB.
 
- ---------------------
74
<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
 
Waived fees and reimbursed expenses continue at the discretion of WFB and
Stephens, respectively. WFB and Stephens have agreed to waive or reimburse all
or a portion of the respective fees charged to, or expenses paid by, each Fund
to ensure that the total operating expenses do not exceed, on an annual basis,
0.60%, 0.68%, 0.65%, 0.35% and 0.60% of the average daily net assets of Class A
shares and 0.40%, 0.63%, 0.60%, 0.35% and 0.40% of the Institutional Class
shares of the Arizona Tax-Free, California Tax-Free Bond, California Tax-Free
Income, National Tax-Free, and Oregon Tax-Free Funds, respectively, through
August 31, 1997.
 
Certain officers and directors of the Company are also officers of Stephens. As
of September 30, 1996, Stephens owned 6,755 shares of the California Tax-Free
Bond, 11,483 shares of the California Tax-Free Income and three shares each of
the Arizona Tax-Free, National Tax-Free and Oregon Tax-Free Funds.
 
Stephens has retained $2,252,478 as sales charges from the proceeds of Class A
shares sold and $306,643 from the proceeds of Class B shares redeemed by the
Company for the period ended September 30, 1996. Wells Fargo Securities Inc., a
subsidiary of WFB, received $1,780,263 as sales charges from the proceeds of
Class A shares sold and $306,643 from the proceeds of Class B shares redeemed by
the Company for the period ended September 30, 1996.
 
                                                           ---------------------
                                                                              75
<PAGE>
NOTES TO FINANCIAL STATEMENTS
 
3. INVESTMENT PORTFOLIO TRANSACTIONS
 
Purchases and sales of investments, exclusive of short-term securities, for each
Fund were as follows:
 
<TABLE>
<CAPTION>
                                                                                 FOR THE NINE MONTHS
                                                   FOR THE YEAR ENDED            ENDED SEPTEMBER 30,
                                                   SEPTEMBER 30, 1996                           1996
                                -------------------------------------     --------------------------
                                  ARIZONA      NATIONAL        OREGON     CALIFORNIA      CALIFORNIA
AGGREGATE PURCHASES              TAX-FREE      TAX-FREE      TAX-FREE       TAX-FREE        TAX-FREE
  AND SALES OF:                 BOND FUND     BOND FUND     BOND FUND      BOND FUND     INCOME FUND
<S>                          <C>           <C>           <C>          <C>             <C>          
- ----------------------------------------------------------------------------------------------------
U.S. GOVERNMENT
  OBLIGATIONS:
  Purchases at cost           $         0   $         0   $         0  $           0   $           0
  Sales proceeds                        0             0             0              0               0
OTHER SECURITIES:
  Purchases at cost             9,705,406     9,333,452    12,140,676    179,909,490      44,970,231
  Sales proceeds               11,135,163    11,996,410    19,391,285     71,217,554      36,138,817
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                FOR THE YEAR ENDED
                                                                                 DECEMBER 31, 1995
                                                                        --------------------------
                                                                        CALIFORNIA      CALIFORNIA
AGGREGATE PURCHASES                                                       TAX-FREE        TAX-FREE
  AND SALES OF:                                                          BOND FUND     INCOME FUND
<S>                                                                    <C>          <C>         
- --------------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS:
  Purchases at cost                                                     $        0   $           0
  Sales proceeds                                                                 0               0
OTHER SECURITIES:
  Purchases at cost                                                     27,057,332      39,393,662
  Sales proceeds                                                        40,202,450      15,296,421
</TABLE>
 
- ---------------------
76
<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
 
4. CAPITAL SHARES TRANSACTIONS
 
As of September 30, 1996, there were 49 billion shares of $0.001 par value
capital stock authorized by the Company. At September 30, 1996, each Fund was
authorized to issue 100 million shares of $0.001 par value capital stock for
each class of shares. Transactions in capital shares were as follows:
<TABLE>
<CAPTION>
                                                                         ARIZONA TAX-FREE FUND
<S>                                                      <C>          <C>          <C>
                                                         -------------------------------------
 
<CAPTION>
                                                                          FOR THE
                                                             FOR THE       PERIOD      FOR THE
                                                          YEAR ENDED        ENDED   YEAR ENDED
                                                           SEPT. 30,    SEPT. 30,      MAY 31,
                                                                1996         1995         1995
<S>                                                      <C>          <C>          <C>
- ----------------------------------------------------------------------------------------------
SHARES ISSUED AND REDEEMED:
  Shares sold -- Class A                                     115,400      146,719      597,182
  Shares issued in reinvestment of dividends -- Class A       31,157        9,677       27,333
  Shares redeemed -- Class A                              (1,743,227)    (160,074)    (722,419)
NET INCREASE (DECREASE) IN SHARES OUTSTANDING -- CLASS
 A                                                        (1,596,670)      (3,678)     (97,904)
  Shares sold -- Class B                                       1,999            0            0
  Shares issued in reinvestment of dividends -- Class B            0            0            0
  Shares redeemed -- Class B                                       0            0            0
NET INCREASE (DECREASE) IN SHARES OUTSTANDING -- CLASS
 B                                                             1,999            0            0
  Shares sold -- Institutional Class                       1,818,383            0            0
  Shares issued in reinvestment of dividends --
    Institutional Class                                          584            0            0
  Shares redeemed -- Institutional Class                    (327,320)           0            0
NET INCREASE (DECREASE) IN SHARES OUTSTANDING --
 INSTITUTIONAL CLASS                                       1,491,647            0            0
</TABLE>
 
                                                           ---------------------
                                                                              77
<PAGE>
NOTES TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                              CALIFORNIA TAX-FREE BOND FUND
                                         ----------------------------------
                                             FOR THE
                                                NINE    FOR THE
                                              MONTHS       YEAR     FOR THE
                                               ENDED      ENDED  YEAR ENDED
                                           SEPT. 30,   DEC. 31,    DEC. 31,
                                            1996 (1)       1995        1994
<S>                                      <C>          <C>        <C>
- ---------------------------------------------------------------------------
SHARES ISSUED AND REDEEMED:
  Shares sold -- Class A                   6,024,391  3,122,899   5,123,672
  Shares issued in reinvestment of
    dividends -- Class A                     685,330  1,007,045   1,700,768
  Shares redeemed -- Class A              (5,635,998) (8,380,512) (23,326,239)
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- CLASS A                    1,073,723  (4,250,568) (16,501,799)
  Shares sold -- Class B                   1,559,230  2,411,791           0
  Shares issued in reinvestment of
    dividends -- Class B                      73,909     28,834           0
  Shares redeemed -- Class B                (372,322)   (51,005)          0
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- CLASS B                    1,260,817  2,389,620           0
  Shares sold -- Institutional Class      10,233,225          0           0
  Shares issued in reinvestment of
    dividends -- Institutional Class              39          0           0
  Shares redeemed -- Institutional
    Class                                   (338,844)         0           0
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- INSTITUTIONAL CLASS        9,894,420          0           0
</TABLE>
 
(1) "SHARES SOLD" INCLUDES 3,249,037 FOR CLASS A AND 10,183,266 FOR THE
    INSTITUTIONAL CLASS, AS A RESULT OF THE MERGER OF THE PACIFICA CALIFORNIA
    TAX-EXEMPT FUND.
 
<TABLE>
<CAPTION>
                                                     CALIFORNIA TAX-FREE INCOME FUND
                                                ------------------------------------
                                                     FOR THE     FOR THE     FOR THE
                                                  YEAR ENDED  YEAR ENDED  YEAR ENDED
                                                   SEPT. 30,   SEPT. 30,   SEPT. 30,
                                                    1996 (2)        1995        1994
<S>                                             <C>           <C>         <C>
- ------------------------------------------------------------------------------------
SHARES ISSUED AND REDEEMED:
  Shares sold -- Class A                           4,281,601   5,048,517   3,151,634
  Shares issued in reinvestment of dividends
    -- Class A                                       199,260     159,491     186,105
  Shares redeemed -- Class A                      (3,992,269) (2,650,715) (3,463,657)
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- CLASS A                              488,592   2,557,293    (125,918)
  Shares sold -- Institutional Class               1,002,052           0           0
  Shares issued in reinvestment of dividends
    -- Institutional Class                                 0           0           0
  Shares redeemed -- Institutional Class              (5,243)          0           0
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- INSTITUTIONAL CLASS                  996,809           0           0
</TABLE>
 
 (2) "SHARES SOLD" INCLUDES 488,921 FOR CLASS A AND 963,872 FOR THE
     INSTITUTIONAL CLASS, AS A RESULT OF THE MERGER OF THE PACIFICA SHORT-TERM
     CALIFORNIA TAX-EXEMPT FUND.
 
- ---------------------
78
<PAGE>
                                                   NOTES TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                             NATIONAL TAX-FREE FUND
                                                  ---------------------------------
                                                                 FOR THE    FOR THE
                                                     FOR THE      PERIOD       YEAR
                                                  YEAR ENDED       ENDED      ENDED
                                                   SEPT. 30,   SEPT. 30,    MAY 31,
                                                        1996        1995       1995
<S>                                               <C>         <C>         <C>
- -----------------------------------------------------------------------------------
SHARES ISSUED AND REDEEMED:
  Shares sold -- Class A                              16,315      40,810    385,307
  Shares issued in reinvestment of dividends --
    Class A                                           12,154       7,417     19,534
  Shares redeemed -- Class A                        (644,452)    (61,901)  (366,565)
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- CLASS A                             (615,983)    (13,674)    38,276
  Shares sold -- Class B                                   3           0          0
  Shares issued in reinvestment of dividends --
    Class B                                                0           0          0
  Shares redeemed -- Class B                               0           0          0
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- CLASS B                                    3           0          0
  Shares sold -- Institutional Class                 603,337           0          0
  Shares issued in reinvestment of dividends --
    Institutional Class                                6,841           0          0
  Shares redeemed -- Institutional Class            (142,281)          0          0
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- INSTITUTIONAL CLASS                  467,897           0          0
</TABLE>
 
                                                           ---------------------
                                                                              79
<PAGE>
NOTES TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                       OREGON TAX-FREE FUND
                                            -------------------------------
                                              FOR THE    FOR THE    FOR THE
                                                 YEAR     PERIOD       YEAR
                                                ENDED      ENDED      ENDED
                                            SEPT. 30,  SEPT. 30,    MAY 31,
                                                 1996       1995       1995
<S>                                         <C>        <C>        <C>
- ---------------------------------------------------------------------------
SHARES ISSUED AND REDEEMED:
  Shares sold -- Class A                       80,771     84,114    360,914
  Shares issued in reinvestment of
    dividends -- Class A                       71,455     32,705    116,237
  Shares redeemed -- Class A                (1,158,830)  (231,037)  (636,342)
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- CLASS A                     (1,006,604)  (114,218)  (159,191)
  Shares sold -- Class B                            3          0          0
  Shares issued in reinvestment of
    dividends -- Class B                            0          0          0
  Shares redeemed -- Class B                        0          0          0
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- CLASS B                             3          0          0
  Shares sold -- Institutional Class          633,826          0          0
  Shares issued in reinvestment of
    dividends -- Institutional Class            4,545          0          0
  Shares redeemed -- Institutional Class     (119,874)         0          0
NET INCREASE (DECREASE) IN SHARES
 OUTSTANDING -- INSTITUTIONAL CLASS           518,497          0          0
</TABLE>
 
- ---------------------
80
<PAGE>
                                                    INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS
STAGECOACH FUNDS, INC.:
 
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of the Arizona Tax-Free Fund, California Tax-Free
Bond Fund, California Tax-Free Income Fund, National Tax-Free Fund, and Oregon
Tax-Free Fund (five of the funds comprising Stagecoach Funds, Inc.) as of
September 30, 1996, and the related statements of operations of the Arizona
Tax-Free Fund, the National Tax-Free Fund and the Oregon Tax-Free Fund for the
year ended September 30, 1996, and the California Tax-Free Bond Fund and
California Tax-Free Income Fund for the nine months ended September 30, 1996,
and the year ended December 31, 1995, the statements of changes in net assets of
the Arizona Tax-Free Fund, National Tax-Free Fund and Oregon Tax-Free Fund for
the year ended September 30, 1996, and the California Tax-Free Bond Fund and
California Tax-Free Income Fund for the nine months ended September 30, 1996,
and each of the years in the two year period ended December 31, 1995, and
financial highlights for the periods indicated herein. These financial
statements and financial highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits. For the Arizona
Tax-Free Fund, National Tax-Free Fund, and Oregon Tax-Free Fund, all years or
periods indicated in the accompanying financial statements and financial
highlights ending prior to October 1, 1995, were audited by other auditors whose
report dated November 3, 1995, expressed an unqualified opinion on this
information.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of
September 30, 1996, by examination and other appropriate audit procedures. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the aforementioned funds of Stagecoach Funds, Inc. as of September 30, 1996,
the results of their operations, the changes in their net assets and their
financial highlights for the periods indicated herein, except as noted above, in
conformity with generally accepted accounting principles.
 
[KPMG Peat Marwick LLP]
 
SAN FRANCISCO, CALIFORNIA
NOVEMBER 15, 1996
 
                                                           ---------------------
                                                                              81
<PAGE>
 
- -----------------
PROXY VOTING RESULTS
PROPOSAL 1
 
To ratify and approve an interim investment advisory agreement on behalf of the
Pacifica Portfolio, between Pacifica and Wells Fargo Investment Management, Inc.
(formerly known as First Interstate Capital Management, Inc. ("FICM"), the terms
of which were substantially identical to the previous advisory agreement between
Pacifica and FICM (the fee rates were unchanged), and the receipt of investment
advisory fees by WFIM for the period from April 1, 1996 forward.
 
  PACIFICA ARIZONA TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
1,860,220        3,016        7,446
</TABLE>
 
  PACIFICA NATIONAL TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
  565,830          718       12,561
</TABLE>
 
  PACIFICA OREGON TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
1,641,849        6,759       44,401
</TABLE>
 
  PACIFICA CALIFORNIA TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
9,671,719      209,049      132,212
</TABLE>
 
  PACIFICA CALIFORNIA SHORT-TERM TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
1,077,721          786        3,455
</TABLE>
 
PROPOSAL 2
 
To approve the Agreement and Plan of Reorganization attached to the combined
proxy statement/prospectus for the meeting providing for the transfer of the
assets and liabilities of specific Pacifica Funds to corresponding Funds of
Stagecoach Funds, Inc., in exchange for shares of the designated classes of
Stagecoach Funds.
 
  PACIFICA ARIZONA TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
1,854,923        6,542        9,217
</TABLE>
 
  PACIFICA NATIONAL TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
  565,252          718       13,140
</TABLE>
 
  PACIFICA OREGON TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
1,643,066        6,089       43,854
</TABLE>
 
  PACIFICA CALIFORNIA TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
9,664,838      210,116      138,026
</TABLE>
 
  PACIFICA CALIFORNIA SHORT-TERM TAX-EXEMPT FUND
 
<TABLE>
<S>            <C>          <C>
FOR            AGAINST      ABSTAIN
- -----------------------------------
1,076,505        2,002        3,455
</TABLE>
 
- ---------------------
82
<PAGE>
 
- ----------------
FEDERAL INCOME TAX INFORMATION
(UNAUDITED)
 
For the year ended September 30, 1996, 100% of the dividends paid by each of
Arizona Tax-Free, National Tax-Free and Oregon Tax-Free Funds should be treated
as tax-exempt dividends. The Arizona Tax-Free Fund distributed long-term capital
gains of $374,110 for the year ended September 30, 1996. This information is
presented in order to comply with regulatory requirements as these Funds have a
tax year end of September 30. Additional information will be reported to you at
the close of calendar 1996.
 
                                                           ---------------------
                                                                              83
<PAGE>
LIST OF ABBREVIATIONS
 
The following is a list of common abbreviations for terms and entities which may
have appeared in this report.
 
<TABLE>
<S>              <C>   <C>
ABAG              --   Association of Bay Area Governments
ADR               --   American Depository Receipts
AMBAC             --   American Municipal Bond Assurance Corporation
AMT               --   Alternative Minimum Tax
ARM               --   Adjustable Rate Mortgages
BART              --   Bay Area Rapid Transit
CDA               --   Community Development Authority
CDSC              --   Contingent Deferred Sales Charge
CGIC              --   Capital Guaranty Insurance Company
CGY               --   Capital Guaranty Corporation
CMT               --   Constant Maturity Treasury
COFI              --   Cost of Funds Index
CONNIE LEE        --   Connie Lee Insurance Company
COP               --   Certificate of Participation
CP                --   Commercial Paper
DW&P              --   Department of Water & Power
DWR               --   Department of Water Resources
EDFA              --   Education Finance Authority
FGIC              --   Financial Guaranty Insurance Corporation
FHA               --   Federal Housing Authority
FHLMC             --   Federal Home Loan Mortgage Corporation
FNMA              --   Federal National Mortgage Association
FSA               --   Financial Security Assurance, Inc
GNMA              --   Government National Mortgage Association
GO                --   General Obligation
HFA               --   Housing Finance Authority
HFFA              --   Health Facilities Financing Authority
IDA               --   Industrial Development Authority
LIBOR             --   London Interbank Offered Rate
LOC               --   Letter of Credit
MBIA              --   Municipal Bond Insurance Association
MFHR              --   Multi-Family Housing Revenue
MUD               --   Municipal Utility District
PCFA              --   Pollution Control Finance Authority
PCR               --   Pollution Control Revenue
PFA               --   Public Finance Authority
PSFG              --   Public School Fund Guaranty
RAW               --   Revenue Anticipation Warrants
RDA               --   Redevelopment Authority
RDFA              --   Redevelopment Finance Authority
R&D               --   Research & Development
SFMR              --   Single Family Mortgage Revenue
TBA               --   To Be Announced
TRAN              --   Tax Revenue Anticipation Notes
USD               --   Unified School District
V/R               --   Variable Rate
</TABLE>
 
- ---------------------
84
<PAGE>
Wells Fargo provides investment advisory services, shareholder services, and
certain other services for the Stagecoach Funds. The Funds are sponsored and
distributed by STEPHENS INC., Member NYSE/SIPC. Wells Fargo is not affiliated
with Stephens Inc.
 
This report and the financial statements contained herein are submitted for the
general information of the shareholders of the Stagecoach Funds. If this report
is used for promotional purposes, distribution of the report must be accompanied
or preceded by a current prospectus. For a prospectus containing more complete
information, including charges and expenses, call 1-800-222-8222. Read the
prospectus carefully before you invest or send money.
 
SC 0555 (11/96)
 
<TABLE>
<S>                               <C>
STAGECOACH
FUNDS-REGISTERED TRADEMARK-
P.O. Box 7066
San Francisco, CA 94120-7066
DATED MATERIAL
PLEASE EXPEDITE
</TABLE>
 
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                                               -C- 1996 Stagecoach Funds


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