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APPENDIX I. U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1 Name and address of issuer:
STAGECOACH FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, AR 72201
2 Name of each series or class of funds for which this notice is filed:
ASSET ALLOCATION FUND CLASS A
ASSET ALLOCATION FUND CLASS B
CALIFORNIA TAX-FREE BOND FUND CLASS A
CALIFORNIA TAX-FREE BOND FUND CLASS B
CALIFORNIA TAX-FREE INCOME FUND
CALIFORNIA TAX-FREE MONEY MARKET MUTUAL FUND
CORPORATE STOCK FUND
DIVERSIFIED INCOME FUND CLASS A
DIVERSIFIED INCOME FUND CLASS B
GINNIE MAE FUND CLASS A
GINNIE MAE FUND CLASS B
GROWTH AND INCOME FUND CLASS A
GROWTH AND INCOME FUND CLASS B
MONEY MARKET MUTUAL FUND CLASS A
MONEY MARKET MUTUAL FUND CLASS S
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND
U.S. GOVERNMENT ALLOCATION FUND CLASS A
U.S. GOVERNMENT ALLOCATION FUND CLASS B
3 Investment Company Act File Number: 811-6419
Securities Act File Number: 33-42927
4 Last day of fiscal year for which this notice is filed: 12/31/95
5 Check box if this notice is being filed more than 180 days after the
close of issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration [ ]
6 Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable:
7 Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: NONE
8 Number and amount of scurities registered during the fiscal year other
than pursuant to rule 24f-2:
NUMBER OF SHARES 1,010,226,446
$ AMOUNT OF SECURITIES $1,102,044,497
9 Number and aggregate sale price of securities sold during the fiscal year:
NUMBER OF SHARES 4,276,457,186
SALES PRICE OF SHARES SOLD $4,743,431,978
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10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
NUMBER OF SHARES 3,266,230,740
SALE PRICE OF SECURITIES SOLD $3,641,387,481
11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
NUMBER OF SHARES 196,339,138
SALE PRICE OF SECURITES $331,452,428
12 Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10) $3,641,387,481
(ii) Aggregate price of shares issued in connection
with dividends reinvestment plans (from item 11, if 331,452,428
applicable):
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable: 3,655,504,391
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to
filing fees pursuant to rule 24e-2 (if applicable): 00,000
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
(line (i), plus line (ii), less line (iii), plus
line (iv) 317,335,518
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or 1/29 of 1%
regulation
(vii)Fee due line (i) or line (v) multipled by line (vi): $ 109,426.04
13 Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal
and Other Procedures (17 CRF 202.3a: [X]
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository: 2/28/96
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
By (Signature and Title) /s/ ANN M. BONSTEEL
--------------------------------------------
ANN M. BONSTEEL, ASST. SECRETARY
Date 2/28/96
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*Please print the name and title of the signing officer below the signature.
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February 29, 1996
Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Stagecoach Funds, Inc.; Rule 24f-2 Notice
SEC File Nos. 33-42927; 811-6419
Gentlemen:
Stagecoach Funds, Inc. ("Company") has requested our opinion
in connection with the sale by the Company of 4,472,796,324 shares, in the
aggregate, of its Asset Allocation (Class A and Class B), California Tax-Free
Bond (Class A and Class B), California Tax-Free Income, California Tax-Free
Money Market Mutual, Corporate Stock, Diversified Income (Class A and Class B),
Ginnie Mae (Class A and Class B), Growth and Income (Class A and Class B),
Money Market Mutual (Class A and Class S), Short-Intermediate U.S. Government
Income, and U.S. Government Allocation Funds (Class A and Class B)
(collectively, the "Funds"). We understand that a copy of this opinion will be
provided to the Securities and Exchange Commission pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the
Company and the authorization for registration and sale of shares of each of
the Funds. The opinion given below only relates to the law of the State of
Maryland, the state of incorporation of the Company, and is subject to the
condition that the Company is in compliance with the provisions of any
applicable laws, regulations and permits of any state or foreign country in
which any shares of each Fund are sold.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance of the above-referenced shares of each Fund has
been duly and validly authorized by all appropriate corporate action, and
assuming delivery by sale or in accord with the Company's dividend reinvestment
plan in accordance with the description set forth in the Funds'
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Stagecoach Funds, Inc.
February 29, 1996
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current prospectuses under the Securities Act of 1933, the shares were legally
issued and are fully paid and nonassessable.
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the filing of the
Company's Rule 24f-2 Notice for the year ended December 31, 1995, as
contemplated in Rule 24f-2(b)(1) under the Investment Company Act of 1940, as
amended.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
