STAGECOACH FUNDS INC /AK/, 485APOS, 1996-06-17

STAGECOACH FUNDS INC /AK/
485APOS, 1996-06-17

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<PAGE> 1

As filed with the Securities and Exchange Commission
on June 17, 1996
Registration No. 33-42927; 811-6419

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

[X]

Post-Effective Amendment No. 25

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 26 [X]
(Check appropriate box or boxes)

STAGECOACH FUNDS, INC.
(Exact Name of Registrant as specified in Charter)

111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)

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

Registrant's Telephone Number, including Area Code: (800) 643-9691
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)

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

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

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

[ ] 60 Days after filing pursuant [ ] on __________ pursuant
to Rule 485(a)(1), or to Rule 485(a)(1)

[X] 75 days after filing pursuant [ ] on ___________pursuant
to Rule 485(a)(2), or to Rule 485(a)(2)
<PAGE> 2
If appropriate, check the following box:

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

The Registrant has registered an indefinite number of shares of its Common
Stock, $.001 par value, under the Securities Act of 1933, pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Rule 24f-2
Notice for the fiscal year ending December 31, 1995, was filed with the
Securities and Exchange Commission on February 29, 1996.

<PAGE> 3

EXPLANATORY NOTE

This Post-Effective Amendment No. 25 to the Registration
Statement (the "Amendment") of Stagecoach Funds, Inc. (the "Company") is being
filed to register one or more classes of shares in ten new series of the Company
- - the Arizona Tax-Free, Balanced, Equity Value, Government Money Market Mutual,
Intermediate Bond, Money Market Trust, National Tax-Free, Oregon Tax-Free, Prime
Money Market Mutual and Treasury Money Market Mutual Funds (the "New Stagecoach
Funds"). The New Stagecoach Funds will be the successor funds to corresponding
series of Pacifica Funds Trust ("Pacifica") (SEC File Nos. 2-92260 and
811-4068), subject to shareholder approval, in accordance with the Agreement and
Plan of Reorganization by and between Pacifica and the Company.

This Amendment does not affect the Registration Statement for the
Company's previously existing Aggressive Growth, Asset Allocation, California
Tax-Free Bond, California Tax-Free Income, California Tax-Free Money Market
Mutual, Corporate Stock, Diversified Income, Ginnie Mae, Growth and Income,
Money Market Mutual, National Tax-Free Money Market Mutual, Short-Intermediate
U.S. Government Income and U.S. Government Allocation Funds.

<PAGE> 4

Cross Reference Sheet

STAGECOACH FUNDS, INC.

Form N-1A Item Number

<TABLE>
<CAPTION>
Part A Prospectus Captions
- ------ -------------------
<S> <C>
1 Cover Page
2 Prospectus Summary; Summary of Fund Expenses
3 Financial Highlights
4 The Funds and Management; Prospectus Appendix - Additional Investment Policies
5 How the Funds Work; The Funds and Management; Management and Servicing Fees
6 The Funds and Management; Investing in the Funds
7 Investing in the Funds; Dividends; Taxes
8 How To Redeem Shares
9 Not Applicable

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

10 Cover Page
11 Table of Contents
12 General
13 Investment Restrictions; Additional Permitted Investment Activities Special
Considerations Affecting Arizona Municipal obligations; Special Considerations
Affecting Oregon Municipal Obligations; Appendix
14 Management
15 Management
16 Management; Distribution Plans; Servicing Plans; Independent Auditors
17 Portfolio Transactions
18 Capital Stock; Other Information
19 Determination of Net Asset Value; Fund Expenses
20 Taxes
21 Distribution Plan
22 Calculation of Yield and Total Return
23 Financial Information

Part C Other Information
- ------ -----------------

24-32 Information required to be included in Part C is set forth under the appropriate Item,
so numbered, in Part C of this Document.
</TABLE>
<PAGE> 5

STAGECOACH FUNDS(R)

PROSPECTUS

ARIZONA TAX-FREE FUND

NATIONAL TAX-FREE FUND

OREGON TAX-FREE FUND

CLASS A AND CLASS B

AUGUST 31, 1996
<PAGE> 6
STAGECOACH FUNDS(R)

ARIZONA TAX-FREE FUND
NATIONAL TAX-FREE FUND
OREGON TAX-FREE FUND
CLASS A AND CLASS B

Stagecoach Funds, Inc. (the "Company") is an open-end investment
company. This Prospectus contains information about two classes offered by
three funds of the Stagecoach Family of Funds -- the ARIZONA TAX-FREE FUND --
CLASS A and CLASS B, NATIONAL TAX-FREE FUND -- CLASS A and CLASS B and OREGON
TAX-FREE FUND -- CLASS A and CLASS B (each, a "Fund" and collectively, the
"Funds").

The ARIZONA TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax and Arizona personal income tax.

The NATIONAL TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax.

The OREGON TAX-FREE FUND seeks to provide investors with income exempt
from federal income tax and Oregon personal income tax.

Please read this Prospectus before investing and retain it for future
reference. It is designed to provide you with important information and to
help you decide if a Fund's goals match your own. A Statement of Additional
Information ("SAI"), dated August 31, 1996, containing additional information
about the Funds, has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. The SAI is
available without charge by writing to Stagecoach Funds, Inc., c/o Stagecoach
Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San Francisco, CA
94120-7066 or by calling 1-800-222-8222.

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

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

PROSPECTUS DATED AUGUST 31, 1996
<PAGE> 7
Each Fund is advised by Wells Fargo Bank, which also serves as the
Funds' transfer and dividend disbursing agent and custodian. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and a Selling Agent (each
defined below). Stephens Inc. ("Stephens") is the Funds' sponsor and
administrator and serves as distributor of the Funds' shares.

WELLS FARGO BANK IS THE INVESTMENT ADVISER AND PROVIDES THE FUNDS WITH CERTAIN
OTHER SERVICES FOR WHICH IT IS COMPENSATED. STEPHENS, WHICH IS NOT AFFILIATED
WITH WELLS FARGO BANK, IS THE FUNDS' SPONSOR, ADMINISTRATOR AND DISTRIBUTOR.
<PAGE> 8
TABLE OF CONTENTS

<TABLE>
<S> <C>
PROSPECTUS SUMMARY ........................................................ 1
SUMMARY OF FUND EXPENSES .................................................. 4
FINANCIAL HIGHLIGHTS ...................................................... 7
HOW THE FUNDS WORK ........................................................ 11
THE FUNDS AND MANAGEMENT .................................................. 14
INVESTING IN THE FUNDS .................................................... 16
DIVIDENDS ................................................................. 22
HOW TO REDEEM SHARES ...................................................... 23
ADDITIONAL SHAREHOLDER SERVICES ........................................... 26
MANAGEMENT, DISTRIBUTION AND SERVICING FEES ............................... 29
TAXES ..................................................................... 31
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES ....................... A-1
</TABLE>
<PAGE> 9
PROSPECTUS SUMMARY

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

Q. WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

A. The ARIZONA TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax and Arizona personal income tax. The
Fund pursues this objective by investing primarily in debt instruments
issued by or on behalf of the State of Arizona, other states,
territories and possessions of the United States, the District of
Columbia and their respective authorities, agencies, instrumentalities
and political subdivisions.

The NATIONAL TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax. The Fund pursues this objective by
investing primarily in debt instruments issued by or on behalf of
states, territories and possessions of the United States, the District
of Columbia and their respective authorities, agencies,
instrumentalities and political subdivisions.

The OREGON TAX-FREE FUND seeks to provide investors with income exempt
from federal income tax and Oregon personal income tax. The Fund
pursues this objective by investing primarily in debt instruments
issued by or on behalf of the State of Oregon, other states,
territories and possessions of the United States, the District of
Columbia and their respective authorities, agencies, instrumentalities
and political subdivisions.

Under normal market conditions, substantially all of each Fund's
assets are invested in municipal obligations that are exempt from
federal income tax and, for the Arizona Tax-Free and Oregon Tax-Free
Funds, exempt from Arizona or Oregon personal income tax,
respectively. See "How the Funds Work--Investment Objectives and
Policies" and "Prospectus Appendix -- Additional Investment Policies"
for further information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

Since the Oregon Tax-Free and Arizona Tax-Free Funds invest primarily
in securities issued by Oregon or Arizona, and their respective
agencies and municipalities, events in Oregon or Arizona are more
likely to affect the respective Fund's investments. The Oregon
Tax-Free and Arizona Tax-Free Funds are nondiversified, which means
that their assets may be invested among fewer issuers and therefore
the value of their assets may be subject to greater impact by events
affecting one of their investments. The National Tax-Free Fund is
diversified, however, which means that its assets are invested in a
wider geographical range of issuers. You should be prepared to accept
some risk with the money you invest in the Funds. As with all mutual
funds, there can be no assurance that the Funds will achieve their
investment objectives.

1
<PAGE> 10
Q. WHO MANAGES MY INVESTMENTS?

A. Wells Fargo Bank, as the Funds' investment adviser, manages your
investments. Wells Fargo Bank also provides the Funds with transfer
agency, dividend disbursing agency and custodial services. In
addition, Wells Fargo Bank is a Shareholder Servicing Agent and a
Selling Agent for the Funds. See "The Funds and Management" and
"Management, Distribution and Servicing Fees."

Q. HOW DO I INVEST?

A. You may invest by purchasing Fund shares at their public offering
price, which is the net asset value per share plus any applicable
sales charge. Class A shares are subject to a maximum front-end sales
charge of 4.50%. Class B shares that are redeemed within four years
of purchase are subject to a maximum contingent-deferred sales charge
of 3.00% of the lesser of net asset value at purchase or net asset
value at redemption. In some cases, the front-end or
contingent-deferred sales charges may be waived or reduced. You may
open an account by making an initial investment of at least $1,000,
and you may add to your account by making additional investments of at
least $100, with certain exceptions. Shares may be purchased by wire,
by mail or by an automatic investment feature called the AutoSaver
Plan on any day the Fund is open. Fund shares may not be suitable for
tax-exempt investors, since such investors would not benefit from the
exempt status of the Funds' dividends. See "Investing in the Funds"
for more details, or contact Stephens (the Funds' distributor), a
Shareholder Servicing Agent or a Selling Agent (such as Wells Fargo
Bank).

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income are declared and paid monthly and
automatically reinvested in additional shares of the same class of the
Fund at net asset value (without a sales charge) unless you elect to
receive dividends credited to your Wells Fargo Bank account or paid in
cash. You may also elect to reinvest dividends in shares of certain
other funds in the Stagecoach Family of Funds in which you have an
established account that has met the applicable minimum initial
investment requirement. Any capital gains are distributed at least
annually in the same manner as dividends. Investment income available
for distribution to holders of a class of shares is reduced by the
class expenses payable on behalf of those shares. See "Dividends" and
"Additional Shareholder Services."

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

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

Q. HOW MAY I REDEEM SHARES?

A. You may redeem shares by telephone, by letter or, on a regular monthly
basis, by an automatic feature called the Systematic Withdrawal Plan
on any day the Fund is open for business. Except for any
contingent-deferred sales charge applicable to Class B shares, the
Funds impose no charge for redeeming shares. The Company reserves the
right to impose charges for wiring redemption proceeds. See "How To
Redeem Shares" and "How to Purchase Shares -- Contingent-Deferred
Sales Charges -- Class B Shares" for more details, or contact
Stephens, a Shareholder Servicing Agent or a Selling Agent (such as
Wells Fargo Bank).

Q. WHAT ARE DERIVATIVES AND DO THE FUNDS USE THEM?

2
<PAGE> 11
A. Derivatives are financial instruments whose value is derived, at least
in part, from the price of another security or a specified asset,
index or rate. Some of the permissible investments described in this
Prospectus, such as variable-rate instruments that have an interest
rate that is reset periodically based on an index, can be considered
derivatives. Some derivatives may be more sensitive than direct
securities to changes in interest rates or sudden market moves. Some
derivatives also may be susceptible to fluctuations in yield or value
due to their structure or contract terms.

Q. WHAT STEPS DO THE FUNDS TAKE TO CONTROL DERIVATIVES-RELATED RISKS?

A. Wells Fargo Bank, as investment adviser, uses a variety of internal
risk management procedures to ensure that derivatives use is
consistent with a Fund's investment objective, does not expose the
Fund to undue risks and is closely monitored. These procedures
include providing periodic reports to the Board of Directors
concerning the use of derivatives. Derivatives use by each Fund also
is subject to broadly applicable investment policies. For example,
the Funds may not invest more than a specified percentage of their
assets in "illiquid securities," including derivatives that do not
have active secondary markets. Nor may a Fund use certain derivatives
without establishing adequate "cover" in compliance with SEC rules
limiting the use of leverage. For more information on each Fund's
investment activities, see "How the Funds Work" and "Prospectus
Appendix -- Additional Investment Policies."

3
<PAGE> 12
SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
FOR CLASS A SHARES

<TABLE>
<CAPTION>
ARIZONA NATIONAL OREGON
TAX-FREE TAX-FREE TAX-FREE
FUND FUND FUND
---- ---- ----
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) ................ 4.50% 4.50% 4.50%
Sales Charge Imposed on Reinvested Dividends ........ None None None
Sales Charge Imposed on Redemptions ................. None None None
Exchange Fees ....................................... None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR CLASS A SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
ARIZONA NATIONAL OREGON
TAX-FREE TAX-FREE TAX-FREE
FUND FUND FUND
---- ---- ----
<S> <C> <C> <C>
Management Fee (after waivers or
reimbursements)(1) ............................. 0.15% 0.00% 0.15%
Rule 12b-1 Fee .......................................... 0.05% 0.00% 0.05%
Other Expenses(2)........................................ 0.40% 0.35% 0.40%
---- ---- ----
TOTAL FUND OPERATING EXPENSES (after waivers
and reimbursements)(3) .................................. 0.60% 0.35% 0.60%
==== ==== ====
</TABLE>
- ---------
(1) Management Fees (before waivers or reimbursements) would be 0.50%,
0.50%, and 0.50%, respectively.
(2) Other Expenses (before waivers or reimbursements) would be 0.61%,
0.60%, and 0.58%, respectively.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.17%, 1.10% and 1.13%, respectively.

EXAMPLE OF EXPENSES
FOR CLASS A SHARES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment
in Class A shares the following Funds, assuming a 5% annual
return and redemption at the end of each time period
indicated:

Arizona Tax-Free Fund $51 $63 $77 $117
National Tax-Free Fund $48 $56 $64 $ 87
Oregon Tax-Free Fund $51 $63 $77 $117
</TABLE>

4
<PAGE> 13
SHAREHOLDER TRANSACTION EXPENSES
FOR CLASS B SHARES

<TABLE>
<CAPTION>
ARIZONA NATIONAL OREGON
TAX-FREE TAX-FREE TAX-FREE
FUND FUND FUND
---- ---- ----
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) . . . . . . . . . None None None
Sales Charge Imposed on Reinvested Dividends . . . . None None None
Sales Charge Imposed on Redemptions . . . . . . . . . 3.00% 3.00% 3.00%
Exchange Fees . . . . . . . . . . . . . . . . . . . . None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR CLASS B SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
ARIZONA NATIONAL OREGON
TAX-FREE TAX-FREE TAX-FREE
FUND FUND FUND
---- ---- ----
<S> <C> <C> <C>
Management Fee (after waivers or
reimbursements)(1) . . . . . . . . . . . . . . . . 0.15% 0.00% 0.15%
Rule 12b-1 Fee . . . . . . . . . . . . . . . . . . . 0.75% 0.75% 0.75%
Other Expenses: . . . . . . . . . . . . . . . . . . 0.40% 0.55% 0.40%
---- ---- ----
TOTAL FUND OPERATING EXPENSES (after waivers
and
reimbursements)(3) . . . . . . . . . . . . . . 1.30% 1.30% 1.30%
==== ==== ====
</TABLE>
- ---------
(1) Management Fees (before waivers or reimbursements) would be 0.50%,
0.50%, and 0.50%, respectively.
(2) Other Expenses (before waivers or reimbursements) would be 0.77%,
0.92%, and 0.77%, respectively.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.67%, 1.67%, and 1.67%, respectively.

EXAMPLE OF EXPENSES
FOR CLASS B SHARES
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on
a $1,000 investment in Class B shares
of the following Funds, assuming a 5%
annual return and redemption at the end
of each time period indicated:

Arizona Tax-Free Fund . . . . . . . . $43 $71 $101 $187
National Tax-Free Fund . . . . . . . $43 $71 $101 $187
Oregon Tax-Free Fund . . . . . . . . $43 $71 $101 $187
</TABLE>

5
<PAGE> 14
EXPLANATION OF TABLES

The purpose of the above tables is to help you understand the various
costs and expenses that an investor in a Fund will bear directly or indirectly.
The tables do not reflect any charges that may be imposed by Wells Fargo Bank
or another Institution directly on its customer accounts in connection with an
investment in a Fund.

SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or
sell Fund shares. You are subject to a front-end sales charge on purchases of
a Fund's Class A shares and may be subject to a contingent-deferred sales
charge on purchases of a Fund's Class B shares if you redeem such shares within
a specified period. In certain instances, you may qualify for a reduction or
waiver of the front-end sales charge. See "Investing in the Funds -- Sales
Charges." There are no exchange fees. The Company reserves the right to impose
a charge for wiring redemption proceeds.

ANNUAL FUND OPERATING EXPENSES for the Funds' Class A shares are based
on applicable contract amounts and derived from amounts incurred by the
respective predecessor portfolios, the Arizona Tax-Exempt, National Tax-Exempt
and Oregon Tax-Exempt Funds of Pacifica Funds Trust, during its most recent
fiscal year, restated to reflect voluntary fee waivers and expense
reimbursements that are expected to continue during the Company's current
fiscal year. Since Class B shares were not offered during the predecessor
portfolios' most recent fiscal year, the percentages shown above with respect
to Class B shares under "Total Other Expenses" and "Total Fund Operating
Expenses" reflect certain anticipated voluntary fee waivers and expense
reimbursements for the current fiscal year. Wells Fargo Bank 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 Fund Operating
Expenses do not exceed, on an annual basis, 0.60% for Class A and 1.30% for
Class B of the respective average daily net assets of such classes of the
Arizona Tax-Free, National Tax-Free or Oregon Tax-Free Funds through August 31,
1997. Any waivers or reimbursements would reduce a Fund's total expenses.
There can be no assurance that waivers or reimbursements will continue. The
Funds understand that a Shareholder Servicing Agent also may impose certain
conditions on its customers, subject to the terms of this Prospectus, in
addition to or different from those imposed by a Fund, such as requiring a
higher minimum initial investment or payment of a separate fee for additional
services. Long-term shareholders of the Funds could pay more in sales charges
than the economic equivalent of the maximum front-end sales charges applicable
to mutual funds sold by members of the National Association of Securities
Dealers, Inc. ("NASD"). For more complete descriptions of the various costs
and expenses you can expect to incur as an investor in each Fund, please see
"Investing in the Funds -- How to Buy Shares" and "Management, Distribution and
Servicing Fees."

EXAMPLE OF EXPENSES is a hypothetical illustration of the expenses
associated with a $1,000 investment over stated periods, based on the expenses
in the above tables and an assumed annual rate of return of 5%. The rate of
return should not be considered an indication of actual or expected performance
of a Fund nor a representation of past or future expenses; actual expenses and
returns may be greater or lesser than those shown.

6
<PAGE> 15
FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial
Highlights in the annual financial statements for the fiscal period ended
September 30, 1995 for Pacifica Funds Trust's Arizona Tax-Exempt, National
Tax-Exempt and Oregon Tax-Exempt Funds, the respective predecessor portfolios
to the Funds. This information is provided to assist you in evaluating the
performance of each Fund since its commencement of operations. The financial
information for the fiscal year ended September 30, 1995 and for the periods
through September 30, 1994 were each audited by former independent accountants
to the predecessor portfolios. The financial information and the report on the
audit for the fiscal year ended September 30, 1995 are incorporated by
reference in the SAI. The unaudited financial information and the related
notes for the period ended March 31, 1996 also is incorporated by reference
into the SAI. This information should be read in conjunction with the
predecessor portfolios' related financial statements and notes thereto.
Financial information is not provided in connection with Class B shares because
Class B shares were not offered during the periods presented.

7
<PAGE> 16

ARIZONA TAX-FREE FUND*
For a Share Outstanding as Shown

<TABLE>
<CAPTION>
PERIOD YEAR PERIOD
ENDED ENDED MAY 31, ENDED
--------------------------------------
SEPT. 30, 1995** 1995 1994 1993 MAY 31, 1992
--------------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value -- beginning of period ............. $ 10.68 $ 10.48 $ 10.64 $ 10.09 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ............................ 0.17 0.51 0.50 0.49 0.09
Net gain (loss) on investments ................... 0.06 0.23 (0.15) 0.55 0.08
-------- -------- -------- -------- --------
(both realized and unrealized)
Total income from investment operations ......... 0.23 0.74 0.35 1.04 0.17
-------- -------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income .............. (0.20) (0.53) (0.50) (0.49) (0.08)
Distributions gain on investments ................. (0.00) (0.01) (0.01) (0.00) (0.00)
-------- -------- -------- -------- --------
Total distributions ............................. (0.20) (0.54) (0.51) (0.49) (0.08)
-------- -------- -------- -------- --------
Net asset value -- end of period .................. $ 10.71 $ 10.68 $ 10.48 $ 10.64 $ 10.09
======== ======== ======== ======== ========
Total return (excluding sales load) ............. 6.55%+ 7.35% 3.28% 10.50% 7.02%+
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ................... $ 24,622 $ 24,581 $ 25,153 $ 22,430 $ 4,690
Ratio of expenses to average net assets ........... 0.45%+ 0.40% 0.31% 0.20% 0.68%+
Ratio of net investment income to average net ..... 4.73%+ 4.89% 4.72% 4.98% 4.32%+
assets
Ratio of expenses to average net assets without fee 1.35%+ 1.13% 1.00% 1.18% 2.08%+
waivers
Ratio of net investment income to average net ..... 3.83%+ 4.16% 4.03% 4.00% 2.92%+
assets without fee waivers
Portfolio turnover rate(1) ........................ 62.10% 13.65% 27.81% 3.96% 0.00%
</TABLE>
- ---------
* The Fund operated as the Arizona Intermediate Tax-Free Fund of
Westcore Trust from its commencement of operations on March 2, 1992
until its reorganization as a portfolio of the Trust on October 1,
1995. During the periods shown, the Fund was advised by First
Interstate Bank of Arizona, N.A. In connection with the Fund's
reorganization, FICM assumed investment advisory responsibilities for
the Fund.
** The Fund changed its fiscal year from May 31 to September 30.
+ Annualized.
(1) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the period ended September 30, 1995 were $5,546,887
and $4,984,8666, respectively.

8
<PAGE> 17
NATIONAL TAX-FREE FUND*
For a Share Outstanding as Shown

<TABLE>
<CAPTION>
PERIOD
ENDED YEAR ENDED MAY 31, PERIOD
---------------------- ENDED MAY 31,
SEPT. 30, 1995** 1995 1994 1993
---------------- ---- ---- ----
<S> <C> <C> <C> <C>
Net asset value -- beginning of period ........................ $ 15.28 $ 14.98 $ 15.17 $ 15.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ........................................ 0.24 0.68 0.64 0.17
Net investments gain (loss) .................................. 0.08 0.32 (0.17) 0.15
---------- ---------- ---------- ----------
(both realized and unrealized)
Total income from investment operations .................... 0.32 1.00 0.47 0.32
---------- ---------- ---------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income ......................... (0.26) (0.70) (0.64) (0.15)
Distributions gain on investments ............................ (0.00) (0.00) (0.02) (0.00)
---------- ---------- ---------- ----------
Total distributions ........................................ (0.26) (0.70) (0.66) (0.15)
---------- ---------- ---------- ----------
Net asset value -- end of period .............................. $ 15.34 $ 15.28 $ 14.98 $ 15.17
========== ========== ========== ==========
Total return (excluding sales load) ........................ (6.53%)+ 6.97% 3.07% 5.65%+
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) .............................. $ 14,305 $ 14,458 $ 13,600 $ 7,457
---------- ---------- ---------- ----------
Ratio of expenses to average net assets ...................... 0.35%+ 0.35% 0.27% 0.25%+
Ratio of net investment income to average net ............. 4.65%+ 4.59% 4.29% 3.88%+
assets
Ratio of expenses to average net assets without fee ..... 1.85%+ 1.51% 1.58% 1.99%+
waivers
Ratio of net investment income to average net ............. 3.15%+ 3.43% 2.99% 2.14%+
assets without fee waivers
Portfolio turnover rate(1) ................................... 86.11% 23.35% 18.81% 18.30%
----------
</TABLE>

* The Fund operated as the Quality Tax-Exempt Income Fund of Westcore
Trust from its commencement of operations on January 15, 1993 until
its reorganization as a portfolio of the Trust on October 1, 1995.
During the periods shown, the Fund was advised by First Interstate
Bank of Oregon, N.A. and First Interstate Bank of Washington, N.A. In
connection with the Fund's reorganization, FICM assumed investment
advisory responsibilities for the Fund.
** The Fund changed its fiscal year from May 31 to September 30.
+ Annualized.
(1) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the period ended September 30, 1995 were $4,847,223
and $4,001,951, respectively.

9
<PAGE> 18
OREGON TAX-FREE FUND*
For a Share Outstanding as Shown

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
------------------
PERIOD ENDED
SEPT. 30,
1995** 1995 1994 1993 1992 1991 1990 1989
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value -- Beginning of Period $ 16.47 $16.17 $16.79 $16.07 $15.74 $15.27 $15.35 $15.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ............... 0.28 0.82 0.84 0.86 0.91 0.94 0.93 0.93
Net gain (loss) on investments ..... (0.08) 0.39 (0.43) 0.76 0.38 0.47 (0.06) 0.31
------- ------ ------ ------ ------ ------ ------ ------
(both realized and unrealized) ..... 0.20 1.21 0.41 1.62 1.29 1.41 0.87 1.24
------- ------ ------ ------ ------ ------ ------ ------
Total from investment operations
LESS DISTRIBUTIONS:
Dividends from net investment income .. (0.29) (0.87) (0.82) (0.86) (0.92) (0.94) (0.93) (0.89)
Distributions from gain on investments (0.00) (0.04) (0.21) (0.04) (0.04) (0.00) (0.02) (0.00)
------- ------ ------ ------ ------ ------ ------ ------
Total distributions ................ (0.29) (0.91) (1.03) (0.90) (0.96) (0.94) (0.95) (0.89)
------- ------ ------ ------ ------ ------ ------ ------
Net asset value -- end of period ...... $ 16.38 $16.47 $16.17 $16.79 $16.07 $15.74 $15.27 $15.35
======= ====== ====== ====== ====== ====== ====== ======
Total return (excluding sales load) 3.67%+ 7.92% 2.33% 10.36% 8.45% 9.58% 5.80% 8.55%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ....... $50,077 $52,245 $53,846 $45,435 $25,002 $14,607 $7,550 $3,175
Ratio of expenses to average net assets 0.70%+ 0.70% 0.62% 0.60% 0.60% 0.55% 0.50% 0.50%
Ratio of net investment income to
average net ........................ 5.01%+ 5.19% 4.90% 5.34% 5.81% 6.27% 6.26% 6.64%
Ratio of expenses to average net
assets without fee waivers ......... 1.01%+ 0.90% 0.84% 0.91% 0.98% 1.03% 1.35% 3.29%
Ratio of net investment income to
average net assets without fee
waivers ............................ 4.70%+ 4.99% 4.69% 5.03% 5.43% 5.79% 5.41% 3.85%
Portfolio turnover rate(1) ............ 56.53% 15.46% 22.10% 5.62% 16.96% 22.89% 93.67% 9.12%

</TABLE>
* The Fund operated as the Oregon Tax-Exempt Fund of Westcore Trust from
its commencement of operations on June 1, 1988 until its
reorganization as a portfolio of the Trust on October 10, 1995. During
the periods shown, the Fund was advised by First Interstate Bank of
Oregon, N.A. In connection with the Fund's reorganization, FICM
assumed investment advisory responsibilities for the Fund.
** The Fund changed its fiscal year from May 31 to September 30.
(1) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the year ended September 30, 1995 were $9,296,225 and
$9,230,944, respectively.
+ Annualized.

10
<PAGE> 19
HOW THE FUNDS WORK

INVESTMENT OBJECTIVES AND POLICIES

As stated above, the investment objective of the Oregon Tax-Free,
Arizona Tax-Free and National Tax-Free Funds is to seek to provide investors
with income exempt from federal income tax and, for the Oregon Tax-Free and
Arizona Tax- Free Funds, exempt from Oregon or Arizona personal income tax,
respectively.

None of the Funds has any restrictions as to the minimum or maximum
maturity of any individual security held by it. Each Fund's average portfolio
maturity will vary from time to time in light of current market and economic
conditions, the comparative yields on instruments with different maturities and
other factors.

Each Fund's assets are primarily invested in debt instruments issued
by or on behalf of states, territories and possessions of the United States,
the District of Columbia and their respective authorities, agencies,
instrumentalities and political subdivisions ("municipal obligations"). Each
of the Oregon Tax-Free and Arizona Tax-Free Funds expects that, except during
temporary defensive periods or when acceptable securities are unavailable for
investment by the Fund, at least 65% of such Fund's total assets will be
invested in municipal obligations of issuers located in a particular state
("Oregon obligations" or "Arizona obligations," respectively), although the
amount of each Fund's assets invested in such obligations may vary from time to
time. As a fundamental policy, each Fund will have at least 80% of its
respective net assets invested in securities, the interest on which is exempt
from federal income tax, except during periods of unusual market conditions.
For purposes of this investment limitation, securities are considered taxable
if the interest payable on them is treated as a specific tax preference item
under the federal alternative minimum tax.

Municipal obligations acquired by a Fund will be rated in one of the
three highest investment-grade categories at the time of purchase by a
nationally recognized statistical rating organization ("NRSRO"). (See the
Appendix to the SAI for a description of the applicable rating categories). In
addition, the Oregon Tax-Free and Arizona Tax-Free Funds may purchase
investment-grade obligations within the fourth highest category when acceptable
obligations with higher ratings are unavailable for investment by such Funds.
While obligations rated within the fourth highest category are regarded as
having an adequate capacity to pay principal and interest, such obligations
lack outstanding investment characteristics and in fact have speculative
characteristics as well. Changes in economic conditions or other circumstances
are more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade bonds. No more than 10% of the
Arizona Tax-Free Fund's total assets will be invested in municipal obligations
that are rated at the time of purchase below one of the three highest
categories.

If, subsequent to its purchase by a Fund, an issue of debt securities
should cease to be rated by one or more of a Fund's selected NRSROs due to
factors relating to the value of the security, or if its rating should be
reduced by one or more of such NRSROs below the minimum rating required for
purchase by such Fund, the investment adviser will consider such event in
determining whether the Fund should continue to hold the security.

Each Fund may also acquire tax-exempt commercial paper rated within
the highest rating category or, when deemed advisable by the Fund's investment
adviser, rated within the second highest rating category. Each Fund may
acquire municipal notes and variable rate demand obligations rated within one
of the two highest rating categories.

Unrated obligations purchased by a Fund will be determined by the
investment adviser to be comparable in quality to instruments that are so
rated.

Each Fund may from time to time invest a portion of its assets on a
temporary basis (for example, when appropriate municipal obligations are
unavailable) or for temporary defensive purposes in short-term taxable money
market instruments, in securities issued by other investment companies that
invest in taxable or tax-exempt money market instruments and in U.S. Government
obligations. In addition, each Fund may hold uninvested cash

11
<PAGE> 20
reserves pending investment, during temporary defensive periods, or if, in the
opinion of the investment adviser, suitable tax-exempt obligations are
unavailable.

The Funds may also purchase zero-coupon bonds (i.e., discount debt
obligations that do not make periodic interest payments) that are subject to
greater market fluctuations from changing interest rates than debt obligations
of comparable maturities that make current distributions of interest.

The investment objective for each Fund is not fundamental and may be
changed without shareholder approval. Any such change may result in a Fund
having an investment objective different from the objective that the
shareholder considered appropriate at the time of investment in the Fund. As
with all mutual funds, there can be no assurance that the Funds will achieve
their investment objectives. Wells Fargo Bank, as investment adviser to the
Funds, pursues each Fund's objective by investing (under normal market
conditions) substantially all of the Funds' assets in various types of
municipal obligations as described above. These municipal obligations and the
taxable investments described below may bear interest at rates that are not
fixed ("floating- and variable-rate instruments").

For additional descriptions of tax-free municipal obligations, taxable
money market instruments, and other investment activities, see the "Prospectus
Appendix--Additional Investment Policies."

RISK FACTORS

As noted above and discussed further in the SAI, some of the
securities purchased by the Funds may be rated below the three highest rating
categories, and may be rated in the lowest investment grade category, by
NRSROs.

The market value of a Fund's investment in fixed-income securities
changes in response to changes in interest rates and the relative financial
strength of each issuer. During periods of falling interest rates, the value
of fixed- income securities generally rises. Conversely, during periods of
rising interest rates, the value of such securities generally declines. Debt
securities with longer maturities, which tend to produce higher yields, are
subject to potentially greater capital appreciation and depreciation than
obligations with shorter maturities. Changes in the financial strength of an
issuer or changes in the ratings of any particular security may also affect the
value of these investments. Fluctuations in the market value of fixed-income
securities subsequent to their acquisition will not affect cash income from
such securities but will be reflected in a Fund's net asset value.

In seeking to achieve its investment objective, each Fund may invest
in municipal obligations that are private activity bonds, the interest on which
is subject to the federal alternative minimum tax. Investments in such
securities, however, will not exceed under normal market conditions 20% of each
Fund's total assets when added together with any taxable investments held by
the Fund. Moreover, although each Fund does not presently intend to do so on a
regular basis, it may invest 25% or more of its assets in industrial
development bonds issued before August 7, 1986 that are not subject to the
federal alternative minimum tax and in municipal obligations, the interest on
which is paid solely from revenues of similar projects if such investment is
deemed necessary or appropriate by the Fund's investment adviser. To the
extent that each Fund's assets are concentrated in municipal obligations
payable from revenues on similar projects, the Fund will be subject to the
peculiar risks presented by such projects to a greater extent than it would be
if the Fund's assets were not so concentrated. Furthermore, payment of
municipal obligations of certain projects may be secured by mortgages or deeds
of trust. In the event of a default, enforcement of the mortgages or deeds of
trust will be subject to statutory enforcement procedures and limitations,
including rights of redemption and limitations on obtaining deficiency
judgments. In the event of a foreclosure, collection of the proceeds of the
foreclosure may be delayed and the amount of proceeds from the foreclosure may
not be sufficient to pay the principal of and accrued interest on the defaulted
municipal obligations.

12
<PAGE> 21
The Oregon Tax-Free and Arizona Tax-Free Funds are classified as
non-diversified under the 1940 Act. Investment return on a non-diversified
portfolio typically is dependent upon the performance of a smaller number of
securities relative to the number held in a diversified portfolio.
Consequently, the change in value of any one security may affect the overall
value of a non-diversified portfolio more than it would a diversified
portfolio, and thereby subject the market-based net asset value per share of
the non-diversified portfolio to greater fluctuations. In addition, a
non-diversified portfolio may be more susceptible to economic, political and
regulatory developments than a diversified investment portfolio with a similar
objective may be.

The concentration of the Oregon Tax-Free and Arizona Tax-Free Funds in
municipal obligations of particular states raises additional considerations.
Payment of the interest on and the principal of these obligations is dependent
upon the continuing ability of Oregon and Arizona issuers and/or obligors of
state, municipal and public authority debt obligations to meet their
obligations thereunder. Investors should consider the greater risk inherent in
a Fund's concentration in such obligations versus the safety that comes with a
less geographically concentrated investment portfolio and should compare the
yield available on a portfolio of state-specific issues with the yield of a
more diversified portfolio including issues of other states before making an
investment decision.

Both Oregon and Arizona have constitutional and/or statutory
restrictions that affect government revenues. Because of the nature of the
various restrictions, certain possible ambiguities and inconsistencies in their
terms and the scope of various exemptions and exceptions, as well as the
impossibility of predicting the level of future appropriations for state and
local governmental entities, it is not presently possible to determine the
impact of these restrictions and related measures on the ability of
governmental issuers in Oregon and Arizona to pay interest or repay principal
on their obligations. There have, however, been certain adverse developments
with respect to municipal obligations of governmental issuers in these states
over the past several years.

In addition to the risk of nonpayment of state and local governmental
debt, if such debt declines in quality and is downgraded by the NRSROs, it may
become ineligible for purchase by a Fund. Since there are a number of buyers
of such debt that may be similarly restricted, the supply of eligible
securities could become inadequate at certain times. Similarly, there is a
relatively small active market for municipal obligations of Oregon and Arizona
issues other than the general obligations of the states themselves, and the
market price of such bonds may therefore be volatile. If the Oregon Tax-Free
or Arizona Tax-Free Funds were forced to sell a large volume of Oregon
obligations or Arizona obligations for any reason, such as to meet redemption
requests for a large number of shares, there is a risk that the large sale
itself would adversely offset the value of the Fund's portfolio.

A more detailed description of special factors affecting investment in
Oregon and Arizona municipal obligations is set forth in "Special
Considerations Affecting Arizona Municipal Obligations" and "Special
Considerations Affecting Oregon Municipal Obligations" in the SAI.

There is, of course, no assurance that a Fund will achieve its
investment objective or be successful in preventing or minimizing the risk of
loss that is inherent in investing in particular types of investment products.

PERFORMANCE

The performance of each Class of shares of the Funds may be advertised
from time to time in terms of yield, tax-equivalent yield and average annual
total return. These performance figures, are based on historical results and
are not intended to indicate future performance.

The yield of a Class of shares is calculated by dividing the net
investment income per share earned during a specified period (usually 30 days
or one month) for Class A shares by its public offering price per share (which
includes the maximum sales charge), or for Class B shares by its net asset
value (which does not include the maximum contingent-deferred sales charge), on
the last day of such period and annualizing the result. That is, the amount of
income generated by an investment during the month is assumed to be generated
each month during the year and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income earned
is assumed to be reinvested. The effective yield is slightly higher than the
yield because of the compounding effect of this assumed reinvestment. The
tax-equivalent yield of a class of shares is

13
<PAGE> 22
similarly calculated but assumes that a stated federal and/or state income tax
rate has been applied to determine the tax-equivalent figure. In addition to
presenting a standardized total return, from time to time, the Funds also may
present nonstandardized cumulative or other total returns, yields, and
distribution rates for purposes of advertising and/or sales literature. For
example, the performance figure of the shares of a class may be calculated on
the basis of an investment at the net asset value per share or at the net asset
value per share plus a reduced sales charge (see "Investing in the Funds--How
To Buy Shares"), rather than the public offering price per share. In this
case, the figures might not reflect the effect of the sales charge that you may
have paid.

Standardized and nonstandardized total return figures for the
Funds also may be presented. Average annual total return of the shares of a
class is based on the overall dollar or percentage change in value of a
hypothetical investment in such shares and assumes that all Fund dividends and
capital gain distributions are reinvested in the shares of that class. The
standardized average annual total return for Class A shares is calculated
assuming you have paid the maximum sales charge, and for Class B shares
assuming on a one-year investment, you have paid the maximum
contingent-deferred sales charge, on your hypothetical investment.

Because of differences in the fees and/or expenses borne by
Class B shares, the net performance quotations are on such shares can be
expected, at any given time, to be lower than the net performance quotations on
Class A shares. Performance quotations are computed separately for Class A
shares and Class B shares. The Funds' performance calculations may reflect
waivers and/or reimbursements that, if effective, increase the yields and
returns payable to shareholders. Any fees that may be imposed by a Shareholder
Servicing Agent directly on its customer accounts are not reflected in the
performance calculations. Any such fees, if charged, will reduce the actual
return received by customers on their investments.

Additional information about the performance of each Fund is
contained in the Annual Report for each Fund. The Annual Reports may be
obtained free of charge by calling the Company at 1-800-222-8222 or by writing
the Company at the address shown on the front cover of the Prospectus.

THE FUNDS AND MANAGEMENT

The Funds are three funds of the Stagecoach Family of Funds. The
Company was organized as a Maryland corporation on September 9, 1991 and
currently offers shares of the following funds: Aggressive Growth, Arizona Tax-
Free, Asset Allocation, Balanced, California Tax-Free Bond, California Tax-Free
Income, California Tax-Free Money Market Mutual, Corporate Stock, Diversified
Income, Equity Value, Intermediate Bond, Ginnie Mae, Government Money Market
Mutual, Growth and Income, Money Market Mutual, Money Market Trust, National
Tax-Free, National Tax-Free Money Market Mutual, Oregon Tax-Free, Prime Money
Market Mutual, Short-Intermediate U.S. Government Income, Treasury Money Market
Mutual, and U.S. Government Allocation Funds. Each of the Company's funds,
except the California Tax-Free Income, Corporate Stock, Government Money Market
Mutual, Money Market Trust and Short-Intermediate U.S. Government Income Funds,
currently offer three classes of shares. The California Tax-Free Income and
Short-Intermediate U.S. Government Income Funds offer two classes of shares, and
the Corporate Stock, Government Money Market Mutual Fund and the Money Market
Trust offer a single class of shares. Each class of shares in a fund represents
an equal, proportionate interest in a fund with other shares of the same class.
Shareholders of each class bear their pro rata portion of the fund's operating
expenses, except for certain class-specific expenses (e.g., any state securities
registration fees, shareholder servicing fees or distribution fees that may be
paid under Rule 12b-1) that are allocated to a particular class. Please contact
Stagecoach Shareholder Services at 1-800-222-8222 if you would like additional
information about other funds or classes of shares offered.

14
<PAGE> 23
meetings, special meetings may be required for purposes such as electing or
removing Directors, approving advisory contracts and distribution plans, and
changing a fund's investment objective or fundamental investment policies. All
shares of the Company have equal voting rights and will be voted in the
aggregate, rather than by series or class, unless otherwise required by law
(such as when the voting matter affects only one series or class). As a Fund
shareholder, you are entitled to one vote for each share owned and fractional
votes for fractional shares owned. A more detailed description of the voting
rights and attributes of the shares is contained in the "Capital Stock" section
of each Fund's SAI.

Wells Fargo Bank is the Funds' investment adviser, transfer and
dividend disbursing agent and custodian. In addition, Wells Fargo Bank serves
as Shareholder Servicing Agent of the Funds and a Selling Agent under a Selling
Agreement with the Funds' distributor. Wells Fargo Bank, one of the largest
banks in the United States, was founded in 1852 and is the oldest bank in the
western United States. As of April 1, 1996, Wells Fargo Bank and its
affiliates provided investment advisory services for approximately $56 billion
of assets of individuals, trusts, estates and institutions. Wells Fargo Bank
also serves as the investment adviser to the other separately managed funds (or
the master portfolio in which a fund invests) of the Company, and as investment
adviser or sub-adviser to separately managed funds of five other registered,
open-end, management investment companies. Wells Fargo Bank, a wholly owned
subsidiary of Wells Fargo & Company, is located at 420 Montgomery Street, San
Francisco, California 94104.

Prior to its acquisition by Wells Fargo & Company on April 1, 1996,
Wells Fargo Investment Management, Inc. ("WFIM") (formerly, First Interstate
Capital Management, Inc.) served as investment adviser to the predecessor
portfolios. WFIM, a wholly owned subsidiary of Wells Fargo & Company, is
located at 444 Market Street, San Francisco, California 94163. Prior to
October 1, 1995, affiliates of First Interstate Capital Management, Inc. served
as investment advisers to the predecessor portfolios as follows: First
Interstate Bank of Oregon, N.A, served as investment adviser to the Oregon
Tax-Exempt Fund; First Interstate Bank of Arizona, N.A. served as investment
adviser to the Arizona Tax-Exempt Fund; and First Interstate Bank of
Washington, N.A. served as co-investment advisers to the National Tax-Exempt
Fund.

Ms. Laura Milner assumed sole responsibility for the day-to-day
management of the Arizona Tax-Free Fund and National Tax-Free Fund as of
commencement of operations of the Funds. Ms. Milner's current position with
Wells Fargo Bank is Senior Tax-Exempt Specialist/Portfolio Manager. Her
background includes over seven years experience specializing in short- and
long-term municipal securities with Salomon Brothers. She is a member of the
National Federation of Municipal Analysts and its California chapter.

Mr. David Klug assumed sole responsibility for the day-to-day
management of the Oregon Tax-Free Fund on as of the commencement of operations
of the Fund. Mr. Klug's current position with Wells Fargo Bank is Senior
Tax-Exempt Specialist/Portfolio Manager. He has managed municipal bond
portfolios for Wells Fargo Bank for over nine years. Prior to joining Wells
Fargo Bank, he managed the municipal bond portfolio for a major property and
casualty insurance company. Mr. Klug holds an M.B.A. from the University of
Chicago, and is a member of the National Federation of Municipal Analysts and
its California chapter.

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

15
<PAGE> 24
Stephens and its predecessor have been providing securities and investment
services for more than 60 years. Additionally, they have been providing
discretionary portfolio management services since 1983. Stephens currently
manages investment portfolios for pension and profit sharing plans, individual
investors, foundations, insurance companies and university endowments.

INVESTING IN THE FUNDS

OPENING AN ACCOUNT

You can buy Fund shares in one of the several ways described below.
You must complete and sign an Account Application to open an account.
Additional documentation may be required from corporations, associations and
certain fiduciaries. Do not mail cash. If you have any questions or need
extra forms, you may call 1-800-222-8222.

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

The Company or Stephens may make the Prospectus available in an
electronic format. Upon receipt of a request from you or your representative,
the Company or Stephens will transmit or cause to be transmitted promptly,
without charge, a paper copy of the electronic Prospectus. SHARE VALUE

The value of a Fund share is its "net asset value" or NAV. Wells
Fargo Bank calculates the NAV of the Funds each Business Day (as defined below)
as of the close of regular trading on the NYSE (referred to hereafter as "the
close of the NYSE"), which is currently 1:00 p.m. (Pacific time). The NAV of a
share of each class of the Funds is determined by dividing the total net assets
attributable to a class (i.e., the value of the Funds' portfolio investments
and cash and other assets allocable to the class, less the liabilities) by the
number of outstanding shares of that class. The value of the net assets per
class is determined daily by adjusting the net assets per class at the
beginning of the day by the value of each class's shareholder activity, net
investment income and net realized and unrealized gains or losses for that day.
Net investment income is calculated each day for each class by attributing to
each class a pro rata share of daily income and common expenses, and by
assigning class-specific expenses to each class as appropriate. The NAV of a
share of each class is expected to fluctuate daily.

Shares of a Fund may be purchased on any day the Funds are open for
business. The Funds are open for business each day the New York Stock Exchange
("NYSE") is open for trading (a "Business Day"). Currently, the NYSE is closed
on New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day (each a "Holiday"). When
any Holiday falls on a weekend, the NYSE typically is closed on the weekday
immediately before or after such Holiday.

Except for debt obligations with remaining maturities of 60 days or
less, which are valued at amortized cost, the Funds' other assets are valued at
current market prices, or if such prices are not readily available, at fair
value as determined in good faith by the Company's Board of Directors. Prices
used for such valuations may be provided by independent pricing services.

HOW TO BUY SHARES

Class A and Class B shares are offered continuously at the applicable
offering price (the NAV plus any applicable sales charge) next determined after
a purchase order is received in the form specified for the purchase method
being used, as described in the following sections.

16
<PAGE> 25
Payment for shares purchased through a Selling Agent (as defined
below) is not due from the Selling Agent until the settlement date, normally
three Business Days after the order is placed. It is the responsibility of the
Selling Agent to forward payment for shares being purchased to the Funds
promptly. Payment must accompany orders placed directly through the Transfer
Agent.

Payments for shares of each class are invested in full and fractional
shares at the applicable offering price. If shares are purchased by a check
which does not clear, the Company reserves the right to cancel the purchase and
hold the investor responsible for any losses or fees incurred. In addition,
the Funds may hold payment on any redemption until reasonably satisfied that
your investments made by check have been collected (which may take up to 10
days). The Company reserves the right to reject any purchase order or suspend
sales at any time.

The minimum initial investment is $100 through the AutoSaver Plan
(described below) and otherwise $1,000. Generally, all subsequent investments
must be at least $100 or more. Where Fund shares are acquired in exchange for
shares of another fund in the Stagecoach Family of Funds, the minimum initial
investment amount applicable to the shares being exchanged generally carries
over. However, if the value of your investment in the shares you are exchanging
has been reduced below the minimum initial investment amount by changes in
market conditions or sales charges (and not by redemptions), you may carry over
the lesser amount into one of the Funds. In addition, the minimum initial or
subsequent purchase amount requirements may be waived or lowered for
investments effected on a group basis by certain entities and their employees,
such as pursuant to a payroll deduction or other accumulation plan. If you have
questions regarding purchases of shares, please contact the Company at
1-800-222-8222, or contact a Shareholder Servicing Agent or Selling Agent.

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

SALES CHARGES

Set forth below is a Front-end Sales Charge Schedule listing the
front-end sales charges applicable to purchases of Class A shares of the Funds.
As shown below, reductions in the rate of front-end sales charges ("Volume
Discounts") are available as you purchase additional Class A shares
(contingent-deferred sales charges applicable to Class B shares are described
below). You should consider the front-end sales charge information set forth
below and the other information contained in this Prospectus when making your
investment decisions.

FRONT-END SALES CHARGE SCHEDULE --
CLASS A SHARES

<TABLE>
<CAPTION>
FRONT-END FRONT-END DEALER
SALES CHARGE SALES CHARGE ALLOWANCE
AS % OF AS % OF NET AS % OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
------------------ -------------- --------------- --------------
<S> <C> <C> <C>
Less than $50,000 4.50% 4.71% 4.00
$50,000 up to $99,999 4.00 4.17 3.55
$100,000 up to $249,999 3.50 3.73 3.125
$250,000 up to $499,999 3.00 3.09 2.625
$500,000 up to $999,999 2.00 2.04 1.75
$1,000,000 and over 1.00 1.01 0.85
</TABLE>

The Funds' Class B shares are not subject to front-end sales charges.
Class B shares that are redeemed within one, two, three or four years from the
receipt of a purchase order affecting such shares are subject to a contingent-
deferred sales charge equal to 3.00%, 2.00%, 1.00% or 1.00%, respectively, of
the dollar amount equal to the lesser of the NAV at the time of purchase of the
shares being redeemed or the NAV of such shares at the

17
<PAGE> 26
time of redemption (the "NAV Amount"). See "Investing in the
Funds--Contingent-Deferred Sales Charges--Class B Shares."

If Class A shares are purchased through a Selling Agent, Stephens
reallows the portion of the front-end sales charge shown above as the Dealer
Allowance. Stephens also compensates Selling Agents for sales of Class B
shares and is then reimbursed out of Rule 12b-1 fees and contingent-deferred
sales charges applicable to such shares. When shares are purchased directly
through the Transfer Agent and no Selling Agent is involved with the purchase,
the entire sales charge is paid to Stephens. In addition, Stephens has
established a non-cash compensation program, pursuant to which broker/dealers
or financial institutions that sell Fund shares may earn additional
compensation in the form of trips to sales seminars or vacation destinations,
tickets to sporting events, theater or other entertainment, opportunities to
participate in golf or other outings and gift certificates for meals or
merchandise.

A Selling Agent or Shareholder Servicing Agent and any other person
entitled to receive compensation for selling or servicing shares may receive
different compensation for selling or servicing Class A shares as compared with
Class B shares of the same fund.

REDUCED SALES CHARGES -- CLASS A SHARES

Volume Discounts

The Volume Discounts described in the Front-end Sales Charge Schedules
are available to you based on the combined dollar amount you invest in Class A
shares of one or more of the Company's funds that assess a front-end sales
charge (the "Load Funds"). Because Class B shares are not subject to a
front-end sales charge, the amount of Class B shares you hold is not considered
in determining your Volume Discount.

Right of Accumulation

The Right of Accumulation allows you to combine the amount you invest
in a Fund's Class A shares with the total NAV of Class A shares in other Load
Funds to determine reduced front-end sales charges in accordance with the above
Front-end Sales Charge Schedule. In addition, you also may combine the total
NAV of Class A shares that you currently have invested in any other mutual fund
that assesses a front-end sales charge and is advised or sub-advised by Wells
Fargo Bank and sponsored by Stephens. For example, if you own Class A shares
of the Load Funds with an aggregate NAV of $90,000 and you invest an additional
$20,000 in Class A shares of a Load Fund, the front-end sales charge on the
additional $20,000 investment would be 3.50% of the offering price. To obtain
such a discount, you must provide sufficient information at the time of your
purchase to verify that your purchase qualifies for the reduced front-end sales
charge. Confirmation of the order is subject to such verification. The Right
of Accumulation may be modified or discontinued at any time without prior
notice on all subsequent shares purchased.

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<PAGE> 27
Letter of Intent

A Letter of Intent allows you to purchase a Fund's Class A shares over
a 13-month period at a reduced front-end sales charge based on the total amount
of Class A shares you intend to purchase plus the total NAV of Class A shares
in any of the Load Funds you already own. Each investment in Class A shares
that you make during the period may be made at the reduced front-end sales
charge that is applicable to the total amount you intend to invest. If you do
not invest the total amount within the period, you must pay the difference
between the higher front-end sales charge rate that would have been applicable
to the purchases you made and the reduced front-end sales charge rate you have
paid. The minimum initial investment for a Letter of Intent is 5% of the total
amount you intend to purchase, as specified in the Letter. Class A shares of
the Fund equal to 5% of the amount you intend to invest will be held in escrow
and, if you do not pay the difference within 20 days following the mailing of a
request, a sufficient amount of escrowed shares will be redeemed for payment of
the additional front-end sales charge. Dividends and capital gains paid on the
Class A shares held in escrow will be reinvested in additional Class A shares
of the Fund.

Reinvestment

You may reinvest proceeds from a redemption of a Fund's Class A shares
in Class A shares of the Fund, or in shares of another of the Company's funds
registered in your state of residence at NAV, without payment of a front-end
sales charge, within 120 days after your redemption. However, if the other
investment portfolio charges a front-end sales charge that is higher than the
one you have paid in connection with the shares you have redeemed, you pay the
difference between the dollar amount of the two front-end sales charges. You
may reinvest at this NAV price up to the total amount of the redemption
proceeds. A written purchase order for the shares must be delivered to the
Company, a Selling Agent, a Shareholder Servicing Agent, or the Transfer Agent
at the time of reinvestment.

If you realized a gain on your redemption, your reinvestment would not
alter the amount of any federal capital gains tax you pay on the gain. If you
realized a loss on your redemption, your reinvestment may cause some or all of
the loss to be disallowed as a tax deduction, depending on the number of shares
you purchase by reinvestment, which fund' and the period of time that elapses
after the redemption, although for tax purposes, the amount disallowed is added
to the cost of the shares you acquire upon the reinvestment.

Reductions for Families or Fiduciaries

Reductions in front-end sales charges apply to purchases by a single
"person," including an individual, members of a family unit, consisting of a
husband, wife and children under the age of 21 purchasing securities for their
own account, or a trustee or other fiduciary purchasing for a single fiduciary
account or single trust estate.

Waivers for Investments of Proceeds From Other Investments

Purchases may be made at NAV, without payment of a front-end
sales charge, to the extent that: (i) you are investing proceeds from a
redemption of (a) shares of another open-end investment company or (b) units of
a unit investment trust sold through Wells Fargo Securities, Inc., (ii) on
which you paid a front-end sales charge, and (iii) such redemption occurred
within thirty (30) days prior to the date of the purchase order. You must
notify the Fund and/or the Transfer Agent at the time you place such purchase
order of your eligibility for the waiver of front-end sales charges and provide
satisfactory evidence thereof (e.g., a confirmation of the redemption and the
sales charges paid). Such purchases may not be made at net asset value to the
extent the proceeds are from a redemption of shares of another open-end
investment company that is affiliated with the Company on which you paid a
contingent-deferred sales charge upon redemption.

Reductions for Qualified Groups

Reductions in front-end sales charges also apply to purchases by
individual members of a "qualified group." The reductions are based on the
aggregate dollar amount of Class A shares purchased by all members of the
qualified group. For purposes of this paragraph, a qualified group consists of
a "company", as defined in the 1940 Act, which has been in existence for more
than six months and which has a primary purpose other than acquiring Fund
shares at a reduced front-end sales charge, and the "related parties" of such
company. For purposes of this paragraph, a "related party" of a company is:
(i) any individual or other company who directly or indirectly owns, controls
or has the power to vote 5% or more of the outstanding voting securities of
such company; (ii) any other company of which such company directly or
indirectly owns, controls or has the power to vote 5% or more of its
outstanding voting securities; (iii) any other company under common control
with such company; (iv) any executive officer, director or partner of such
company or of a related party; and (v) any partnership of which such company is
a partner. Investors seeking to rely on their membership in a qualified group
to purchase shares at a reduced sales load must provide evidence satisfactory
to the Transfer Agent of the existence of a bona fide qualified group and their
membership therein.

19
<PAGE> 28
Waivers for Certain Parties

The Funds' Class A shares may be purchased at NAV, without payment of
a front-end sales charge, by directors, officers and employees (and their
spouses, parents, children, and siblings) of the Company, Stephens, its
affiliates and Selling Agents. The Funds' Class A shares also may be purchased
at NAV, without payment of a front-end sales charge, by present and retired
directors, officers and employees (and their spouses, parents, children, and
siblings) of Wells Fargo Bank and its affiliates. The Funds' Class A shares
also may be purchased at NAV, without payment of a front-end sales charge, by
employee benefit and thrift plans for such persons and by any investment
advisory, trust or other fiduciary account, including certain Plan Accounts,
that are maintained, managed or advised by Wells Fargo Bank or its affiliates.
In addition, you may purchase Class A shares at NAV, without payment of a sales
charge, with proceeds from a required minimum distribution from any Individual
Retirement Account ("IRA"), Simplified Employee Pension Plan or other
self-directed retirement plan for which Wells Fargo Bank serves as trustee,
provided that the proceeds are invested in the Funds within 30 days of such
distribution and such distribution is required as a result of reaching age 70
1/2.

CONTINGENT-DEFERRED SALES CHARGE--CLASS B SHARES

The Funds' Class B shares are not subject to front-end sales charges
but may be subject to contingent-deferred sales charges. Class B shares that
are redeemed within one, two, three or four years from receipt of a purchase
order for such shares are subject to a contingent-deferred sales charge equal
to 3.00%, 2.00%, 1.00% and 1.00%, respectively, of the dollar amount equal to
the lesser of the NAV at the time of purchase of the shares being redeemed or
the NAV of such shares at the time of redemption. Contingent-deferred sales
charges are not imposed on amounts representing increases in NAV above the NAV
at the time of purchase and are not assessed on Class B shares purchased
through reinvestment of dividends or capital gains distributions. Class B
shares automatically convert to Class A shares of the same Fund six years after
the end of the month in which such Class B shares were acquired.

The amount of a contingent-deferred sales charge, if any, paid upon
redemption of Class B shares is determined in a manner designed to result in
the lowest sales charge rate being assessed. When a redemption request is
made, Class B shares acquired pursuant to the reinvestment of dividends and
capital gain distributions are considered to be redeemed first. After this,
Class B shares are considered redeemed on a first-in, first-out basis so that
Class B shares held for a longer period of time are considered redeemed prior
to more recently acquired Class B shares. For a discussion of the interaction
between the optional Exchange Privilege and contingent-deferred sales charges
on Class B shares, see "Additional Shareholder Services--Exchange Privilege."

Contingent-deferred sales charges are waived on redemptions of Class B
shares (i) following the death or disability (as defined in the Internal
Revenue Code of 1986, as amended (the "Code")) of a shareholder, (ii) to the
extent that the redemption represents a minimum required distribution from an
IRA or other retirement plan to a shareholder who has reached age 70 1/2, (iii)
effected pursuant to the Company's right to liquidate a shareholder's account
if the aggregate NAV of the shareholder's account is less than the minimum
account size, or (iv) in connection with the combination of the Company with
any other registered investment company by a merger, acquisition of assets, or
by any other transaction.

In deciding whether to purchase Class A or Class B shares, you should
compare the fees assessed on Class A shares (including front-end sales charges)
against those assessed on Class B shares (including potential contingent-
deferred sales charges and higher Rule 12b-1 fees than Class A shares) in light
of the amount to be invested and the anticipated time that the shares will be
owned. If your purchase amount would qualify you for a reduced sales charge
on Class A shares, you should consider carefully whether you would pay lower
fees ultimately on Class A shares or on Class B shares. (See "Investing In The
Funds--Sales Charges" for information on reduced sales charges for Class A
shares.)

20
<PAGE> 29
received is returned after prompt inquiry. The issuance of shares is recorded
on the Company's books, and share certificates are not issued.

INITIAL PURCHASES BY WIRE

1. Complete an Account Application.

2. Instruct the wiring bank to transmit the specified amount in federal
funds to:

Wells Fargo Bank, N.A.
San Francisco, California
Bank Routing Number: 121000248
Wire Purchase Account Number: 4068-000587
Attention: Stagecoach Funds (Name of Fund) (designate Class A or B)
Account Name(s): Name(s) in which to be registered
Account Number: (if investing into an existing account)

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

4. Share purchases are effected at the public offering price or, in the
case of Class B shares, at the NAV next determined after the Account
Application is received and accepted.

INITIAL PURCHASES BY MAIL

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

2. Mail the Account Application and a check for $1,000 or more, payable
to "Stagecoach Funds (Name of Fund) (designate Class A or B)" to the
address set forth in "Initial Purchases by Wire."

3. Share purchases are effected at the public offering price or, in the
case of Class B shares, at the NAV, next determined after the Account
Application is received and accepted.

AUTOSAVER PLAN PURCHASES

The Company's AutoSaver Plan provides you with a convenient way to
establish and automatically add to your Fund account on a monthly basis. To
participate in the AutoSaver Plan, you must specify an amount ($100 or more) to
be withdrawn automatically by the Transfer Agent on a monthly basis from an
account with a bank that is designated in your Account Application and that is
approved by the Transfer Agent ("Approved Bank"). Wells Fargo Bank is an
Approved Bank. The Transfer Agent withdraws and uses this amount to purchase
specified shares of the designated Fund and Class on your behalf each month on
or about the day that you have selected, or, if you have not selected a day, on
or about the 20th day of each month. The Transfer Agent requires a minimum of
ten (10) Business Days to implement your AutoSaver Plan purchases or to process
your request to change the day on which the AutoSaver purchase is processed.
There are no separate fees charges to you by a Fund for participating in the
AutoSaver Plan.

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<PAGE> 30
You may change your investment amount, the date on which your
AutoSaver purchase is effected, suspend purchases or terminate your election at
any time by notifying the Transfer Agent at least five (5) Business Days prior
to any scheduled transaction.

ADDITIONAL PURCHASES

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

PURCHASES THROUGH SELLING AGENTS

You may place a purchase order for Fund shares through a broker/dealer
or financial institution that has entered into a Selling Agreement with
Stephens, as the Funds' Distributor ("Selling Agent"). If your order for Fund
shares is placed by the close of the NYSE, the purchase order is executed on
the same day if the order is received by the Transfer Agent before the close of
business. If your purchase order is received by a Selling Agent after the
close of the NYSE or by the Transfer Agent after the close of business, then
your purchase order is executed on the next Business Day after the day your
order is placed. The Selling Agent is responsible for the prompt transmission
of your purchase order to the Funds. Because payment for shares of the Funds
is not due until the settlement date, the Selling Agent might benefit from
temporary use of your payment. A financial institution that acts as a Selling
Agent, Shareholder Servicing Agent or in certain other capacities may be
required to register as a dealer pursuant to applicable state securities laws,
which may differ from federal law and any interpretations expressed herein.

PURCHASES THROUGH SHAREHOLDER SERVICING AGENTS

Purchase orders for Fund shares may be transmitted to the Transfer
Agent through any entity that has entered into a Shareholder Servicing
Agreement with the Company ("Shareholder Servicing Agent"), such as Wells Fargo
Bank. See "Management, Distribution and Servicing Fees--Shareholder Servicing
Agent." A Shareholder Servicing Agent may transmit your purchase order to the
Transfer Agent, including a purchase order for which payment is to be
transferred from your Approved Bank Account or wired from a financial
institution. If your order is transmitted by a Shareholder Servicing Agent on
your behalf to the Transfer Agent before the close of the NYSE, the purchase
order is executed on the same day. If your Shareholder Servicing Agent
transmits your purchase order to the Transfer Agent after the close of the
NYSE, then your order generally will be executed on the next Business Day after
the day your order is received. The Shareholder Servicing Agent is responsible
for the prompt transmission of your purchase order to the Transfer Agent.

STATEMENTS AND REPORTS

The Funds, or a Shareholder Servicing Agent on their behalf, will
typically send you a confirmation or statement of your account after every
transaction that affects your share balance or your Fund account registration.
The Funds do not issue share certificates. A statement with tax information
for the previous year will be mailed to you by January 31 of each year and also
will be filed with the IRS. At least twice a year, you will receive financial
statements.

DIVIDENDS

Each Fund intends to declare dividends on a daily basis of
substantially all of its net investment income payable to shareholders of
record as of the close of regular trading of the NYSE, which is currently 1:00
p.m.

22
<PAGE> 31
(Pacific time). You begin earning dividends on the Business Day after the date
your purchase order is effective and continue to earn dividends through the day
you redeem your shares. All expenses, such as applicable Rule 12b-1 fees,
state securities registration fees and transfer agency fees, that are
attributable to a particular class may affect the relative dividends and/or
capital gains distributions of Class A shares and Class B shares.

Dividends for a Saturday, Sunday or Holiday are declared payable to
shareholders of record as of the preceding Business Day.

If you redeem shares before the dividend payment date, any dividends
credited to you are paid on the following dividend payment date unless you have
redeemed all of the shares in your account, in which case you will receive your
accrued dividends together with your redemption proceeds. The Funds will
distribute any capital gains at least annually.

Dividends declared in a month generally are paid on the last Business
Day of each month. You have several options for receiving dividends and any
capital-gain distributions. They are discussed under "Additional Shareholder
Services--Dividend and Distribution Options."

HOW TO REDEEM SHARES

You may redeem Fund shares in a Fund on any Business Day. Your shares
are redeemed at the NAV per share next calculated after a Fund has received
your redemption request in proper form. Redemption proceeds may be more or
less than the amount invested and, therefore, a redemption may result in a gain
or loss for federal and state income tax purposes. Each Fund ordinarily remits
your redemption proceeds, net of any contingent-deferred sales charge
applicable to Class B shares, (the "net redemption proceeds"), within seven
days after your redemption order is received in proper form, unless the SEC
permits a longer period under extraordinary circumstances. Such extraordinary
circumstances could include a period during which an emergency exists as a
result of which (a) disposal by a Fund of securities owned by it is not
reasonably practicable or (b) it is not reasonably practicable for a Fund
fairly to determine the value of its net assets, or a period during which the
SEC by order permits deferral of redemptions for the protection of security
holders of a Fund. In addition, a Fund may hold payment on your redemptions
until reasonably satisfied that your investments made by check have been
collected (which can take up to 10 days from the purchase date). To ensure
acceptance of your redemption request, please follow the procedures described
below. Although it is not the Funds' current intention, the Funds may make
payment of redemption proceeds in securities if conditions warrant, subject to
regulation by some state securities commissions. In addition, the Funds
reserve the right to impose charges for wiring redemption proceeds.

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

All redemptions of shares generally are made in cash, except that the
commitment to redeem shares in cash extends only to redemption requests made by
each Fund shareholder during any 90-day period of up to the lesser of $250,000
or 1% of the net asset value of the Fund at the beginning of such period. This
commitment is irrevocable without the prior approval of the SEC and is a
fundamental policy of the Fund that may not be changed without shareholder
approval. In the case of redemption request by shareholders in excess of such
amounts, the Board of Directors reserves the right to have the Fund make
payment, in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage costs in converting such securities to cash.

REDEMPTIONS BY TELEPHONE

Telephone redemption or exchange privileges are made available to you
automatically upon opening an account, unless you specifically decline the
privileges. Telephone redemption privileges authorize the Transfer Agent to
act on telephone instructions from any person representing himself or herself
to be the investor and reasonably believed by the Transfer Agent to be genuine.
The Company requires the Transfer Agent to employ reasonable procedures, such
as requiring a form of personal identification, to confirm that instructions
are genuine and, if it does not follow such procedures, the Company and the
Transfer Agent may be liable for any losses due to

23
<PAGE> 32
unauthorized or fraudulent instructions. Neither the Company nor the Transfer
Agent will be liable for following telephone instructions reasonably believed
to be genuine.

REDEMPTIONS BY MAIL

1. Write a letter of instruction. Indicate the Class and the dollar
amount or number of Fund shares you want to redeem. Refer to your
Fund account number and give your social security or TIN (where
applicable).

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

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

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

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

EXPEDITED REDEMPTIONS BY MAIL OR TELEPHONE

You may request an expedited redemption of Fund shares by letter, in
which case your receipt of redemption proceeds, but not the Fund's receipt of
your redemption request, would be expedited. In addition, you also may request
an expedited redemption of shares of a Fund by telephone on any Business Day,
in which case both your receipt of redemption proceeds and a Fund's receipt of
your redemption request would be expedited. You may request expedited
redemption by telephone only if the total value of the shares redeemed is $100
or more.

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

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

Upon request, net redemption proceeds of expedited redemptions of
$5,000 or more will be wired or credited to your Approved Bank account or wired
to the Selling Agent designated in your Account Application. The Company
reserves the right to impose a charge for wiring redemption proceeds. When
proceeds of your expedited redemption are to be paid to someone else, to an
address other than that of record, or to an Approved Bank account or Selling
Agent that you have not predesignated in your Account Application, your
expedited redemption request must be made by letter and the signature(s) on the
letter may be required to be guaranteed, regardless of the amount of the
redemption.

If your expedited redemption request for sharest is received by the
Transfer Agent by the close of the NYSE on a Business Day, your redemption
proceeds are transmitted to your Approved Bank account or Selling Agent on the
next Business Day (assuming your investment check has cleared as described
above), absent extraordinary circumstances. Extraordinary circumstances could
include those described above as potentially delaying redemptions, and also
could include situations involving an unusually heavy volume of wire transfer

24
<PAGE> 33
orders on a national or regional basis or communication or transmittal delays
that could cause a brief delay in the wiring or crediting of funds. A check
for net redemption proceeds of less than $5,000 is mailed to your address of
record or, at your election, credited to your Approved Bank account.

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

SYSTEMATIC WITHDRAWAL PLAN

The Company's Systematic Withdrawal Plan provides you with a
convenient way to have Fund shares redeemed from your account and the net
redemption proceeds distributed to you on a monthly basis. You may participate
in the Systematic Withdrawal Plan only if you have a Fund account valued at
$10,000 or more as of the date of your election to participate, your dividends
and capital gain distributions are being reinvested automatically and you are
not a participant in the AutoSaver Plan at any time while participating in the
Systematic Withdrawal Plan. You specify an amount ($100 or more) to be
distributed by check to your address of record or deposited in your Approved
Bank account. The Transfer Agent redeems sufficient shares and mails or
deposits your net redemption proceeds as instructed on or about the fifth
Business Day prior to the end of each month. There are no separate fees
charged to you by the Funds for participating in the Systematic Withdrawal
Plan. However, you should not participate in the Systematic Withdrawal Plan if
you also are purchasing shares of a Fund that is subject to a front-end sales
charge.

It may take up to ten days after receipt of your request to establish
your participation in the Systematic Withdrawal Plan. You may change your
withdrawal amount, suspend withdrawals or terminate your election at any time
by notifying the Transfer Agent at least five Business Days prior to any
scheduled transaction. Your participation in the Systematic Withdrawal Plan is
terminated automatically if your Fund account is closed, or, in some cases, if
your Approved Bank account is closed.

REDEMPTIONS THROUGH SELLING AGENTS

If your redemption order is received by a Selling Agent before the
close of the NYSE and received by the Transfer Agent before the close of
business on the same day, the order is executed at the NAV determined as of the
close of the NYSE on that day. If your redemption order is received by a
Selling Agent after the close of the NYSE, or not received by the Transfer
Agent prior to the close of business, your order is executed at the NAV
determined as of the close of the NYSE on the next Business Day. The Selling
Agent is responsible for the prompt transmission of your redemption order to
the Funds.

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

REDEMPTIONS THROUGH SHAREHOLDER SERVICING AGENTS

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<PAGE> 34
redemption order to the Transfer Agent after the close of the NYSE, then your
order is executed on the next Business Day after the date your order is
received. The Shareholder Servicing Agent is responsible for the prompt
transmission of your redemption order to the Funds.

Unless you have made other arrangements with your Shareholder
Servicing Agent, and the Transfer Agent has been informed of such arrangements,
net redemption proceeds of a redemption order made by you through your
Shareholder Servicing Agent are credited to your Approved Bank Account. If no
such account is designated, a check for the net redemption proceeds is mailed
to your address of record or, if such address is no longer valid, the net
redemption proceeds are credited to your account with your Shareholder
Servicing Agent or to another account designated in your agreement with your
Shareholder Servicing Agent. The Shareholder Servicing Agent may charge you a
service fee. In addition, it may benefit from the use of your redemption
proceeds until any check it issues for you has cleared or until such proceeds
have been disbursed or reinvested on your behalf.

ADDITIONAL SHAREHOLDER SERVICES

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

DIVIDEND AND DISTRIBUTION OPTIONS

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

A. The Automatic Reinvestment Option provides for the reinvestment of
your dividends and capital gain distributions in additional shares of the same
Class of the Fund that paid such dividends or capital gain distributions.
Dividends and distributions declared in a month generally are reinvested in
additional shares at NAV on the last Business Day of such month. You are
assigned this option automatically if you make no choice on your Account
Application.

B. The Fund Purchase Option lets you use your dividends and/or
capital gain distributions from the Funds to purchase, at NAV, shares of
another fund in the Stagecoach Family of Funds with which you have an
established account that has met the applicable minimum initial investment
requirement. Dividends and distributions paid on Class A or Class B shares may
be invested in Class A or Class B shares, respectively, of another fund, in
Retail shares of another fund, in Class A shares of the Money Market Mutual,
Prime Money Market Mutual, Government Money Market Mutual, Treasury Money
Market Mutual or National Tax-Free Money Market Mutual Funds or in shares of
the California Tax-Free Money Market Mutual Fund (the Prime Money Market
Mutual, Government Money Market Mutual, Treasury Money Market Mutual,
California Tax-Free Money Market Mutual, National Tax-Free Money Market Mutual
and the Money Market Mutual Funds are collectively, the "Money Market Mutual
Funds"). Dividends and distributions paid on Class A shares may also be
invested in shares of a non-money market fund with a single class of shares (a
"single class fund"). Dividends and distributions paid on Class B shares may
not be invested in shares of a single class fund.

C. The Automatic Clearing House Option permits you to have dividends
and capital gain distributions deposited in your Approved Bank Account. In the
event your Approved Bank Account is closed, and such distribution is returned
to the Funds' dividend disbursing agent, the distribution will be reinvested in
your Fund account at the NAV next determined after the distribution has been
returned. Your Automatic Clearing House Option will be converted to the
Automatic Reinvestment Option.

D. The Check Payment Option lets you receive a check for all
dividends and capital gain distributions, which generally is mailed either to
your designated address or your designated Approved Bank shortly following
declaration. If the U.S. Postal Service cannot deliver your checks, or if your
checks remain uncashed for six

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<PAGE> 35
months, those checks will be reinvested in your Fund account at the NAV next
determined after the earlier of the date the checks have been returned to the
dividend disbursing agent or the date six months after the payment of such
dividend or distribution. Your Check Payment Option will be converted to the
Automatic Reinvestment Option.

The Company forwards moneys to the dividend disbursing agent so that
it may issue you dividend checks under the Check Payment Option. The dividend
disbursing agent may benefit from the temporary use of such moneys until these
checks clear. The Company takes reasonable efforts to locate investors whose
checks are returned or uncashed after six months.

EXCHANGE PRIVILEGE

Wells Fargo Bank advises a variety of other funds, each with its own
investment objective and policies. The exchange privilege is a convenient way
for you to buy shares in other funds of the Stagecoach Family of Funds that are
registered in your state of residence and allows you to respond to changes in
your investment and savings goals or in market conditions. Class A and Class B
shares of each Fund may be exchanged for Class A or Class B Shares,
respectively, of another fund, for Class A shares of the Money Market Mutual,
Prime Money Market Mutual, Government Money Market Mutual, Treasury Money
Market Mutual or National Tax-Free Money Market Mutual Funds or for shares of
the California Tax-Free Money Market Mutual Fund. Class A shares may also be
exchanged for shares of a single class fund or for Retail Class shares of
another fund.

Before making an exchange from a Fund into another fund of the
Stagecoach Family of Funds, please observe the following:

o Obtain and carefully read the prospectus of the fund into
which you want to exchange.

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

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

o The dollar amount of shares you exchange generally must meet
the minimum initial and/or subsequent investment amounts of
the other fund from which you are exchanging. If the value of
your investment in the shares of the fund from which you are
exchanging has been reduced below the minimum initial
investment amount by changes in market conditions or sales
charges (and not by redemption), you may carry over the lesser
amount into the shares you acquire.

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

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<PAGE> 36
of the California Tax-Free Money Market Mutual Fund, any
remaining period of time that the contingent- deferred sales
charge applicable to such shares is in effect is computed from
the time of initial purchase of the previously held shares.
For example, if you exchange Class B shares of the Oregon
Tax-Free Fund for shares of the National Tax-Free Money Market
Mutual Fund and redeem those shares of the National Tax-Free
Money Market Mutual Fund within four years of the initial
purchase of the exchanged Class B shares, you will be required
to pay a contingent-deferred sales charge equal to the charge
that would have been applicable if you had redeemed the
original Class B shares at that time.

o If you exchange Class B shares for shares of one of the Money
Market Mutual Funds as described above, you subsequently may
re-exchange the acquired shares only for Class B shares of one
of the Company's funds or for shares of another Money Market
Mutual Fund.

The procedures applicable to redemptions also apply to exchanges. In
particular, transaction orders that are received before 1:00 p.m. (Pacific
time) on each Business Day through Shareholder Servicing Agents in connection
with automated investment programs are processed on that day (provided that it
is a Business Day for each Fund involved in the transaction). Also where an
exchange order is from a Stagecoach money market mutual fund to a Stagecoach
non-money market mutual fund (a "long-term fund") AND the instructions are
received before 1:00 p.m. through a Shareholder Servicing Agent by telephone or
in person (excluding automated telephone instructions or Wells Fargo Express
ATM instructions), the purchase order for the long-term fund is processed as of
1:00 p.m. at the share price determined as of that Business Day's close of
market. A sufficient number of money market mutual fund shares are sold the
following Business Day as of 12:00 p.m. (Pacific time) in order to settle the
long-term fund purchase. In all other instances, exchange orders received
after 12:00 p.m. (Pacific time) are processed on the next Business Day that is
a Business Day for each fund involved in the exchange. In addition, a
signature guarantee may be required for exchanges between shareholder accounts
registered in identical names if the amount being exchanged is more than
$25,000.

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

CONVERSION

Each Fund's Class B shares of a Fund that have been outstanding for
six years after the end of the month in which the shares were initially
purchased automatically convert to the Fund's Class A shares and, consequently,
will no longer be subject to the higher Rule 12b-1 fees applicable to Class B
Shares of such Fund. Such conversion is effected on the basis of the relative
NAV of the two classes, without the imposition of any sales charge or other
charge except that the lower Rule 12b-1 fees applicable to Class A shares shall
thereafter be applied to such converted shares. Because the per share NAV of
the Class A shares may be higher than that of the Class B shares at the time of
conversion, a shareholder may receive fewer Class A shares than the number of
Class B shares converted, although the dollar value will be the same. A
conversion should not produce a gain or loss for income tax purposes.
Reinvestments of dividends and distributions in Class B shares are considered
new purchases for purposes of the conversion feature.

If a shareholder effects one or more exchanges among Class B shares of
any fund, Class A shares of the Money Market Mutual, Prime Money Market Mutual
Fund, Government Money Market Mutual Fund, Treasury Money Market Mutual Fund or
National Tax-Free Money Market Mutual Funds or shares of the California
Tax-Free Money Market Mutual Fund during the six-year period and exchanges back
into Class B shares, the holding period for the shares so exchanged is counted
toward the six-year period and any Class B shares held at the end of six years
are converted into Class A shares.

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<PAGE> 37
MANAGEMENT, DISTRIBUTION AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of
Directors, Wells Fargo Bank, as the Funds' investment adviser, provides
investment guidance and policy direction in connection with the management of
the Funds' assets. The adviser also furnishes the Board of Directors with
periodic reports on the Funds' investment strategy and performance. For these
services, the adviser is entitled to a monthly investment advisory fee at the
annual rate of 0.50% of the average daily net assets of each Fund. From time
to time, the adviser may waive all or some of its advisory fees. Any such
waiver will reduce expenses of a Fund and, accordingly, have a favorable impact
on the Fund's yield and total return. From time to time, each Fund, consistent
with its investment objective, policies and restrictions, may invest in
securities of companies with which Wells Fargo Bank has a lending relationship.
For the fiscal period ended September 30, 1995, the previous investment adviser
to the Oregon Tax-Free Fund was paid advisory fees (after waivers) at the
annual rate of 0.24% of the average daily net assets of the Fund. For the same
period, the previous investment adviser waived all advisory fees payable on
behalf of the Arizona Tax-Free and National Tax-Free Funds.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Funds' custodian and transfer and
dividend disbursing agent. Under the Custody Agreement, a Fund may, at times,
borrow money from Wells Fargo Bank as needed to satisfy temporary liquidity
needs. Wells Fargo Bank charges interest on such overdrafts at a rate
determined pursuant to the Custody Agreement. Wells Fargo Bank performs its
custodial and transfer and dividend disbursing agency services at 525 Market
Street, San Francisco, California 94105.

SHAREHOLDER SERVICING AGENT

The Funds have entered into Shareholder Servicing Agreements with
Wells Fargo Bank, on behalf of each class of Fund shares, and may enter into
similar agreements with other entities. Under such agreements, Shareholder
Servicing Agents (including Wells Fargo Bank) agree as agent for their
customers, to provide various administrative services, with respect to Fund
shares, such as: assisting shareholders with purchases, redemptions and
exchanges; maintaining shareholder accounts and records; and providing such
other related services as the Company or a shareholding may reasonably request.

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<PAGE> 38
For these services, a Shareholder Servicing Agent is entitled to
receive a fee, at the annual rate of up to 0.25% of the average daily net
assets attributable to the Class A or Class B shares, as the case may be, for
which payment is being made, owned during the period by investors with whom the
Shareholder Servicing Agent maintains a servicing relationship. In no case
shall payments exceed any maximum amount that may be deemed applicable under
applicable laws, regulations or rules, including the Rules of Fair Practice of
the NASD ("NASD Rules"). Shareholder Servicing Agents also may impose certain
conditions and/or fees on its customers, subject to the terms of this
Prospectus, in addition to or different from those imposed by a Fund, such as
requiring a higher minimum initial investment or payment of a separate fee for
additional services. Each Shareholder Servicing Agent has agreed to disclose
any fees it may directly charge its customers who are shareholders of a Fund
and to notify them in writing at least 30 days before it imposes any
transaction fees.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Subject to the overall supervision of the Company's Board of
Directors, Stephens provides the Funds with administrative services, including
general supervision of each Fund's operation, coordination of other services
provided to each Fund, compilation of information for reports to the SEC and
the state securities commissions, preparation of proxy statements and
shareholder reports, and general supervision of data compilation in connection
with preparing periodic reports to the Company's Directors and officers.
Stephens also furnishes office space and certain facilities to conduct each
Fund's business and compensates the Company's Directors, officers and employees
who are affiliated with Stephens. For these services, Stephens is entitled to
a monthly fee at the annual rate of 0.05% of each Fund's average daily net
assets. From time to time, Stephens may waive its fees from a Fund in whole or
in part. Any such waivers will reduce a Fund's expenses and, accordingly, have
a favorable impact on the Fund's performance.

Stephens, as the Funds' principal underwriter within the meaning of
the 1940 Act, has entered into a Distribution Agreement with the Company
pursuant to which Stephens is responsible for distributing Fund shares. The
Company also has adopted a Distribution Plan on behalf of each class of Fund
shares under the SEC's Rule 12b-1 ("Plans"). Under a Fund's Class A Plan, a
Fund may defray all or part of the cost of preparing and printing prospectuses
and other promotional materials and of delivering prospectuses and those
materials to prospective Class A shareholders and may pay compensation to the
Distributor and Selling Agents for sales support service. The Class A Plan
provides for payments at an annual rate of up to 0.5% of the average daily net
assets attributable to the Class A shares. The Class B Plan is similar but
provides for payment, at an annual rate of up to 0.75% of the average daily net
assets attributable to the Class B shares of each Fund. Other
distribution-related services may include, among other services, costs and
expenses for advertisements, sales literature, direct mail or any other form of
advertising; expenses of sales employees or agents of the Distributor,
including salary, commissions, travel and related expenses; payments to
brokers/dealers and financial institutions for services in connection with the
distribution of shares, including promotional incentives and fees calculated
with reference to the average daily net asset value of shares held by
shareholders who have a brokerage or other service relationship with the
broker/dealer or other institution receiving such fees; and other similar
services as the Directors determine to be reasonably calculated to result in
the sale of a Fund's shares.

Under the Distribution Agreement, Stephens may enter into Selling
Agreements with Selling Agents that wish to make available Fund shares to their
respective customers. Each Fund may participate in joint distribution
activities with any of the other funds of the Company, in which event, expenses
reimbursed out of the assets of a Fund may be attributable, in part, to the
distribution-related activities of another fund of the Company. Generally, the
expenses attributable to joint distribution activities are allocated among each
Fund and the other funds of the Company in proportion to their relative net
asset sizes, although the Company's Board of Directors may allocate such
expenses in any other manner that it deems fair and equitable.

In addition, the Plans contemplate that, to the extent any fees
payable pursuant to a Shareholder Servicing Agreement (discussed above) are
deemed to be for distribution-related services, such payments are approved and
payable pursuant to the Plans, subject to any limits under applicable law,
regulations or rules, including the NASD Rules. Financial institutions acting
as Selling Agents, Shareholder Servicing Agents, or in certain other capacities

30
<PAGE> 39
may be required to register as dealers pursuant to applicable state securities
laws that may differ from federal law and any interpretations expressed herein.

Stephens has established a cash and compensation program, pursuant to
which broker/dealers or financial institutions that sell shares of the
Company's funds may earn additional compensation in the form of trips to sales
seminars or vacation destinations, tickets to sporting events, theater or other
entertainment, opportunities to participate in golf or other outings and gift
certificates for meals or merchandise or the cash value of a non-cash
compensation item.

FUND EXPENSES

From time to time, Wells Fargo Bank and Stephens may waive their
respective fees in whole or in part and reimburse expenses payable to others.
Any such waivers or reimbursements will reduce a Fund's expenses and,
accordingly, have a favorable impact on such Fund's performance. Except for
the expenses borne by Wells Fargo Bank and Stephens, each fund of the Company
bears all costs of its operations, including its pro rata portion of Company
expenses such as fees and expenses of its independent auditors and legal
counsel, compensation of the Company's directors who are not affiliated with
the adviser, administrator or any of their affiliates; advisory, transfer
agency, custody and administration fees, and any extraordinary expenses.
Expenses attributable to each fund or class are charged against the assets of
the fund or class. General expenses of the Company are allocated among all of
the funds of the Company, including the Funds, in a manner proportionate to the
net assets of each fund, on a transactional basis, or on such other basis as
the Company's Board of Directors deems equitable.

TAXES

By complying with the applicable provisions of the Code, the Funds
will not be subject to federal income tax with respect to net investment income
and any net realized capital gains for each year. In addition, each Fund's
shareholders will not be subject to federal income tax on any dividends of the
Fund attributable to interest from tax-exempt securities. However, dividends
attributable to interest from taxable securities, accretion of market discount
on certain bonds and capital gains (if any) will be taxable to shareholders.
The Funds do not make any representation regarding the taxation of their
corporate shareholders with respect to their distributions and recommends that
they consult their tax advisers.

Interest on indebtedness incurred or continued to purchase or carry
shares of the Funds will not be deductible to the extent that a Fund's
distributions are exempt from federal income tax. In addition, the IRS has
devised federal alternative minimum tax ("AMT") rules to ensure that at least a
minimum amount of tax is paid by corporate and high-income noncorporate
taxpayers who obtain significant benefit from certain tax deductions and
exemptions. These deductions and exemptions have been designated "tax
preference items" which must be added back to taxable income for purposes of
calculating AMT. Among the "tax preference items" and "adjustments" which must
be considered when calculating the AMT is tax-exempt interest from private
activity bonds issued after August 7, 1986. To the extent that a Fund invests
in private activity bonds, shareholders who pay the alternative minimum tax
will be required to report that portion of Fund dividends attributable to
interest on bonds as a tax preference item in determining their federal AMT.
Shareholders will be notified of the tax status of distributions made by the
Funds. Persons who may be "substantial users" (or "related persons" of
substantial users) of facilities financed by private activity bonds should
consult their tax advisers before purchasing shares in the Funds. There are
other adjustments that may also affect adjusted current earnings for the
purposes of corporate AMT. Shareholders with questions or concerns about AMT
should also consult their tax advisers.

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<PAGE> 40
Each Fund, or your Shareholder Servicing Agent on its behalf, will
inform you of the amount and nature of the Fund's dividends and any
capital-gain distributions. You should keep all statements you receive to
assist in your personal record keeping. The Company may be required to
withhold, subject to certain exemptions, at a rate of 31% on dividends, capital
gain-distributions and redemption proceeds (including proceeds from exchanges)
paid or credited to Fund shareholders, if a shareholder has not complied with
IRS regulations or if a correct Taxpayer Identification Number, certified when
required, is not on file with the Company or the Transfer Agent. In connection
with this withholding requirement, you will be asked to certify on your Account
Application that the social security or taxpayer identification number you
provide is correct and that you are not subject to 31% backup withholding for
previous underreporting to the IRS.

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

STATE TAXES

OREGON STATE AND LOCAL TAXES

Individuals, trusts and estates resident in Oregon will not be subject
to Oregon personal income tax on distributions from the Oregon Tax-Free Fund
that represent tax-exempt interest paid on municipal obligations of the State
of Oregon and its political subdivisions and certain other issuers, including
Puerto Rico and Guam. Such individuals, trusts and estates will be subject to
Oregon personal income tax on other types of distributions received from the
Oregon Tax-Free Fund, including distributions of interest on municipal
obligations issued by other issuers and all long-term and short-term capital
gains. Except as noted above with respect to Oregon personal income taxation of
individuals, trusts and estates resident in Oregon, distributions from the
Oregon Tax-Free Fund may be taxable to investors under state or local law as
dividend income even though all or a portion of such distributions may be
derived from interest on tax-exempt obligations which, if realized directly,
would be exempt from such income taxes.

Corporations subject to the Oregon corporate excise tax will generally
be subject to tax on all distributions from the Oregon Tax-Free Fund, including
distributions of income that is exempt for federal tax purposes. Shares of the
Oregon Tax-Free Fund will not be subject to the Oregon property tax.

Shareholders of the Oregon Tax-Free Fund, including part-year
residents of Oregon, should consult their tax advisers about other state and
local tax consequences of their investments in the Oregon Tax-Free Fund, which
may have different consequences from those under federal income tax law.

ARIZONA STATE TAXES

Individuals, trusts and estates who are subject to Arizona income tax
will not be subject to such tax on dividends paid by the Arizona Tax-Free Fund,
to the extent that such dividends qualify as exempt-interest dividends of a
regulated investment company under Section 852(b)(5) of the Code and are
attributable to either (i) obligations of the State of Arizona or its political
subdivisions thereof or (ii) obligations issued by the governments of Guam,
Puerto Rico, or the Virgin Islands. In addition, dividends paid by the Arizona
Tax-Free Fund that are attributable to interest payments on direct obligations
of the U.S. government will not be subject to Arizona income tax to the extent
the Arizona Tax-Free Fund qualifies as a regulated investment company under
Subchapter M of the Code. Other distributions from the Arizona Tax-Free Fund,
however, such as distributions of short-term or long-term capital gains, will
generally not be exempt from Arizona income tax.

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<PAGE> 41
consult their tax adviser about other state and local tax consequences of their
investment in the Arizona Tax-Free Fund.

NATIONAL TAX-EXEMPT FUND -- STATE AND LOCAL TAXES

Investors are advised to consult their tax advisers concerning the
application of state and local taxes, which may have different consequences
from those under federal income tax law.

Further federal tax considerations are discussed in the SAIs. All
investors should consult their individual tax advisers with respect to their
particular tax situations.

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<PAGE> 42
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

Municipal Securities

The Funds may invest in municipal bonds rated at the date of purchase
"A" or better by Moody's or "A" or better by S&P, or unrated bonds that are
considered by the investment adviser to be of comparable quality. Bonds rated
"Baa" and "BBB" have speculative characteristics and are more likely than
higher-rated bonds to have a weakened capacity to pay principal and interest in
times of adverse economic conditions; all are considered investment grade.
Municipal bonds generally have a maturity at the time of issuance of up to 40
years.

The Funds may invest in municipal notes rated at the date of purchase
"MIG 2" (or "VMIG 2" in the case of an issue having a variable rate with a
demand feature) or better by Moody's or "SP-2" or better by S&P, or unrated
notes that are considered by the investment adviser to be of comparable
quality. Municipal notes generally have maturities at the time of issuance of
three years or less. Municipal notes are generally issued in anticipation of
the receipt of tax funds, of the proceeds of bond placements, or of other
revenues. The ability of an issuer to make payments on notes is therefore
especially dependent on such tax receipts, proceeds from bond sales or other
revenues, as the case may be.

The Funds may invest in municipal commercial paper rated at the date
of purchase "Prime-1" or "Prime-2" by Moody's or "A-1+," "A-1" or "A-2" by S&P,
or unrated commercial paper that is considered by the investment adviser to be
of comparable quality. Municipal commercial paper is a debt obligation with a
stated maturity of 270 days or less that is issued to finance seasonal working
capital needs or as short-term financing in anticipation of longer-term debt.

In the event a security purchased by a Fund is downgraded below
investment grade, the Fund may retain such security, although the Fund may not
have more than 5% of its assets invested in securities rated below investment
grade at any time. A description of the ratings is contained in the Appendix
to the Funds' SAI.

From time to time, each Fund may invest 25% or more of the current
value of its total assets in private activity bonds (e.g., bonds issued by
industrial development authorities), that are issued by or on behalf of public
authorities to finance various privately operated facilities, such as pollution
control bonds, provided, however, that such investments will be made only to
the extent they are consistent with each Fund's fundamental policy of
investing, under normal circumstances, at least 80% of its net assets in
municipal obligations that are exempt from federal income taxes and not subject
to the federal alternative minimum tax, and provided further that no Funds may
invest 25% or more of its assets in industrial development bonds. Private
activity bonds are in most cases revenue securities and are not payable from
the unrestricted revenues of the issuer. The credit quality of such bonds is
usually directly related to the credit standing of the corporate user of the
facility involved.

Municipal obligations may also include "moral obligation" securities,
which are normally issued by special purpose public authorities. If the issuer
of moral obligation securities is unable to meet its debt service obligations
from current revenues, it may draw on a reserve fund, the restoration of which
is a moral commitment but not a legal obligation of the state or municipality
which created the issuer.

Certain of the municipal obligations held by the Funds may be insured
as to the timely payment of principal and interest. The insurance policies will
usually be obtained by the issuer of the municipal obligation at the time of
its original issuance. In the event that the issuer defaults on an interest or
principal payment, the insurer will be notified and will be required to make
payment to the bondholders. There is, however, no guarantee that the insurer
will meet its obligations. In addition, such insurance will not protect against
market fluctuations caused by changes in interest rates and other factors.

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<PAGE> 43
Further, the Funds may purchase municipal obligations known as
"certificates of participation" which represent undivided proportional
interests in lease payments by a governmental or nonprofit entity. The lease
payments and other rights under the lease provide for and secure the payments
on the certificates. Lease obligations may be limited by applicable municipal
charter provisions or the nature of the appropriation for the lease. In
particular, lease obligations may be subject to periodic appropriation. Lease
obligations may also be abated if the leased property is damaged or becomes
unsuitable for the lessee's purpose. If the entity does not appropriate funds
for future lease payments, the entity cannot be compelled to make such
payments. Furthermore, a lease may or may not provide that the certificate
trustee can accelerate lease obligations upon default. If the trustee could not
accelerate lease obligations upon default, the trustee would only be able to
enforce lease payments as they became due. In the event of a default or failure
of appropriation, it is unlikely that the trustee would be able to obtain an
acceptable substitute source of payment. Certificates of participation are
generally subject to redemption by the issuing municipal entity under specified
circumstances. If a specified event occurs, a certificate is callable at par
either at any interest payment date or, in some cases, at any time. As a
result, certificates of participation are not as liquid or marketable as other
types of municipal obligations and are generally valued at par or less than par
in the open market.

The Funds' investment adviser, under the supervision of the Board of
Directors, will make determinations concerning the liquidity of a municipal
lease obligation based on all relevant factors. A Fund may also purchase
unrated municipal lease obligations. The Funds' investment adviser, under the
supervision of the Board of Directors, will determine the credit quality of
such leases on an ongoing basis, including an assessment of the likelihood that
the underlying lease will not be canceled.

Opinions relating to the validity of municipal obligations and to the
exemption of interest thereon from regular federal income tax (and to the
exemption of interest from state personal income tax) are rendered by bond
counsel to the respective issuers at the time of issuance. Neither the Funds,
the Funds' investment adviser nor their counsel will review the proceedings
relating to the issuance of municipal obligations or the bases for such
opinions.

For a further discussion of factors affecting purchases of municipal
obligations by the Funds, see "Special Considerations Affecting Oregon
Obligations and Arizona Obligations" in the Fund's SAI.

Taxable Investments

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

U.S. Government Obligations

A-2
<PAGE> 44
faith and credit of the United States or U.S. Treasury guarantees; others, by
the right of the issuer or guarantor to borrow from the U.S. Treasury; still
others, by the discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and others, only by the
credit of the agency or instrumentality issuing the obligation. In the case of
obligations not backed by the full faith and credit of the United States, the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the obligation for ultimate repayment, which agency or
instrumentality may be privately owned. There can be no assurance that the
U.S. Government will provide financial support to its agencies or
instrumentalities where it is not obligated to do so. In addition, U.S.
Government obligations are subject to fluctuations in market value due to
fluctuations in market interest rates. As a general matter, the value of debt
instruments, including U.S. Government obligations, declines when market rates
increase and rises when market interest rates decrease. Certain types of U.S.
Government obligations are subject to fluctuations in yield or value due to
their structure or contract terms.

Forward Commitments, When-Issued Purchases and Delayed-Delivery Transactions

The Funds may purchase or sell securities on a when-issued or
delayed-delivery basis and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. Securities
purchased or sold on a when-issued, delayed-delivery or forward commitment
basis involve a risk of loss if the value of the security to be purchased
declines, or the value of the security to be sold increases, before the
settlement date. Although a Fund will generally purchase securities with the
intention of acquiring them, a Fund may dispose of securities purchased on a
when-issued, delayed-delivery or a forward commitment basis before settlement
when deemed appropriate by the adviser.

Stand-by Commitments

The Funds may acquire "stand-by commitments" with respect to municipal
obligations held in their respective portfolios. Under a stand-by commitment, a
dealer agrees to purchase at a Fund's option specified municipal obligations at
a price equal to their amortized cost value plus accrued interest. The Funds
will acquire stand-by commitments solely to facilitate portfolio liquidity and
do not intend to exercise their respective rights thereunder for trading
purposes.

Each Fund establishes a segregated account in which it maintains cash,
U.S. Government obligations or other high-quality debt instruments in an amount
at least equal in value to its respective commitments to engage in when-issued
purchased and delayed delivery transactions. If the value of these assets
declines, the Fund places additional liquid assets in the account on a daily
basis so that the value of the assets in the account is equal to the amount of
such commitments.

Other Tax-Exempt Mutual Funds

The Funds may invest in shares of other open-end investment companies
that have a fundamental policy of investing, under normal circumstances, at
least 80% of their net assets in obligations that are exempt from federal
income taxes and are not subject to the federal alternative minimum tax. Such
investment companies can be expected to charge management fees and other
operating expenses that would be in addition to those charged to the Funds.
However, the Funds' investment adviser has undertaken to waive its advisory
fees with respect to assets so invested. In no event may each Fund, together
with any company or companies controlled by it, own more than 3% of the total
outstanding voting stock of any such company, nor may any Fund, together with
any such company or companies, invest more than 5% of its assets in any one
such company or invest more than 10% of its assets in securities of all such
companies combined. Notwithstanding any other investment policy or limitation
(whether or not fundamental), as a matter of fundamental policy, each Fund may
invest all of its assets in the securities of a single open-end, management
investment company with substantially the same fundamental investment
objective, policies and limitations as the Fund.

A-3
<PAGE> 45
Floating- and Variable-Rate Instruments

Certain of the debt instruments that the Funds may purchase bear
interest at rates that are not fixed, but vary, for example, with changes in
specified market rates or indices or at specified intervals. Certain of these
instruments may carry a demand feature that would permit the holder to tender
them back to the issuer at par value prior to maturity. The Funds may, in
accordance with SEC rules, account for these instruments as maturing at the
next interest rate readjustment date or the date at which the Funds may tender
the instrument back to the issuer, whichever is later. The floating- and
variable-rate instruments that the Funds may purchase include certificates of
participation in such obligations.

Wells Fargo Bank, as investment adviser to the Funds, will monitor on
an ongoing basis the ability of an issuer of a demand instrument to pay
principal and interest on demand. Events affecting the ability of the issuer
of a demand instrument to make payment when due may occur between the time a
Fund elects to demand payment and the time payment is due, thereby affecting
such Fund's ability to obtain payment at par. Demand instruments whose demand
feature is not exercisable within seven days, may be treated as liquid provided
that an active secondary market exists.

Repurchase Agreements

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

Loans of Portfolio Securities

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

A-4
<PAGE> 46
INVESTMENT POLICIES

Any fundamental investment policy may not be changed without approval
by the vote of the holders of a majority of such Fund's outstanding voting
securities, as described under "Capital Stock" in the Funds' SAI. If the
Company's Board of Directors determines, however, that a Fund's investment
objective can best be achieved by a substantive change in a nonfundamental
investment policy or strategy, the Company's Board may make such change without
shareholder approval and will disclose any such material changes in the
then-current prospectus. The following description summarizes several of the
Funds' fundamental restrictions, which are set forth in full in the SAI.

As matters of fundamental policy, no Fund may:

1. Purchase securities (except U.S. Government securities and
repurchase agreements collateralized by such securities) if more than 5% of its
total assets at the time of purchase will be invested in securities of any one
issuer, except that up to 50% of a Fund's total assets may be invested without
regard to this 5% limitation.

2. Invest 25% or more of its total assets at the time of purchase
in securities of issuers whose principal business activities are in the same
industry.

3. Borrow money except in amounts up to 10% of the value of its
total assets at the time of borrowing.

If a percentage restriction on the investment or use of assets set
forth in this Prospectus is adhered to at the time a transaction is effected,
later changes in percentage resulting from changing values will not be
considered a violation, however, the Funds will not at any time have more than
15% of their respective net assets in illiquid securities.

As a matter of nonfundamental policy, each Fund may invest up to 15%
of the current value of each Fund's net assets in repurchase agreements having
maturities of more than seven days, illiquid securities and fixed time deposits
that are subject to withdrawal penalties and that have maturities of more than
seven days.

For purposes of complying with the Code, each Fund will diversify its
holdings so that, at the end of each quarter of the taxable year: (i) at least
50% of the market value of each Fund's assets is represented by cash, U.S.
Government obligations and other securities limited in respect of any one
issuer to an amount not greater than 5% of the Fund's assets and 10% of the
outstanding voting securities of such issuer; and (ii) not more than 25% of the
value of its assets is invested in the securities of any one issuer (other than
U.S. Government obligations and the securities of other regulated investment
companies), or of two or more issuers which the taxpayer controls and which are
determined to be engaged in the same or similar trades or businesses or related
trades or businesses. With respect to paragraph (i), it may be possible that
the Company would own more than 10% of the outstanding voting securities of an
issuer.

A-5
<PAGE> 47
Advised by WELLS FARGO BANK, N.A., INC.
o Sponsored/Distributed by
Stephens Inc., Member NYSE/SIPC

NOT FDIC INSURED
<PAGE> 48
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE> 49
SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISOR, TRANSFER AND
DIVIDEND DISBURSING AGENT AND
CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Funds,
simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH FUNDS:

o are NOT FDIC insured

o are NOT guaranteed by Wells Fargo Bank

o are NOT deposits or obligations of the Bank

o involve investment risk, including possible loss of principal

Printed on Recycled Paper
<PAGE> 50
STAGECOACH FUNDS(R)

PROSPECTUS

EQUITY VALUE FUND

BALANCED FUND

CLASS A AND CLASS B

AUGUST 31, 1996
<PAGE> 51
STAGECOACH FUNDS(R)

EQUITY VALUE FUND
BALANCED FUND

CLASS A AND CLASS B

Stagecoach Funds, Inc. (the "Company") is an open-end investment
company. This Prospectus contains information about two classes offered by two
funds of the Stagecoach Family of Funds--the EQUITY VALUE FUND--CLASS A and
CLASS B and the BALANCED FUND--CLASS A and CLASS B (each, a "Fund" and
collectively, the "Funds").

The EQUITY VALUE FUND seeks to provide investors with long-term
capital appreciation. The Fund pursues this objective by investing primarily
in common stocks and may invest in debt securities convertible into common
stocks of both domestic and foreign companies. Income generation is a
secondary consideration for the Fund.

The BALANCED FUND seeks to provide investors with both capital
appreciation and current income resulting in a high total investment return
consistent with prudent investment risk and a balanced investment approach.
The Fund pursues this objective by investing in equity securities and debt
instruments through a balanced and diversified program.

Please read this Prospectus before investing and retain it for
future reference. It is designed to provide you with important information and
to help you decide if a Fund's goals match your own. A Statement of Additional
Information ("SAI"), dated August 31, 1996, containing additional information
about the Funds, has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. The SAI is
available without charge by writing to Stagecoach Funds, Inc., c/o Stagecoach
Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San Francisco, CA
94120-7066 or by calling 1-800-222-8222. If you hold shares in an IRA, please
call 1-800-BEST-IRA for information or assistance.

PROSPECTUS DATED AUGUST 31, 1996
<PAGE> 52
Each Fund is advised by Wells Fargo Bank, which also serves as the
Funds' transfer and dividend disbursing agent and custodian. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and a Selling Agent (each
defined below). Stephens Inc. ("Stephens") is the Funds' sponsor and
administrator and serves as distributor of the Funds' shares.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
PROSPECTUS SUMMARY ........................................................ 1
SUMMARY OF FUND EXPENSES .................................................. 4
FINANCIAL HIGHLIGHTS ...................................................... 7
HOW THE FUNDS WORK ........................................................ 10
THE FUNDS AND MANAGEMENT .................................................. 13
INVESTING IN THE FUNDS .................................................... 14
DIVIDENDS ................................................................. 22
HOW TO REDEEM SHARES ...................................................... 23
ADDITIONAL SHAREHOLDER SERVICES ........................................... 26
MANAGEMENT, DISTRIBUTION AND SERVICING FEES ............................... 29
TAXES ..................................................................... 31
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES ....................... A-1
</TABLE>

i
<PAGE> 54
PROSPECTUS SUMMARY

Q. WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

A. The EQUITY VALUE FUND seeks to provide investors with long-term
capital appreciation. The Fund pursues this objective by investing
primarily in common stocks and may invest in debt securities that are
convertible into common stocks of both domestic and foreign companies.
The Fund may invest in large, well-established companies and smaller
companies with market capitalization exceeding $50 million. The Fund
may invest up to 5% of its assets in foreign equity securities.
Income generation is a secondary consideration in selecting
investments. The Fund may purchase dividend paying stocks of
particular issuers when the issuer's dividend record may, in the
investment adviser's opinion, have a favorable influence on the market
value of the securities. The Fund also may purchase convertible
securities with the same characteristics as common stocks. Under
normal market conditions, the Fund invests at least 65% of its total
assets in common stocks and securities convertible into common stocks.

The BALANCED FUND seeks to provide investors with both capital
appreciation and current income resulting in high total investment
return consistent with prudent investment risk and a balanced
investment approach. The Fund pursues this objective by investing in
equity securities and debt instruments through a balanced and
diversified program. The Fund normally invests between 30% and 70% of
its assets in common stocks that are considered by the investment
adviser to have better than average prospects for growth of capital
and income. The Fund invests primarily in domestic equity securities,
but may invest up to 5% of its assets in equity securities listed or
traded exclusively on a foreign exchange. The Fund's remaining assets
are invested in senior fixed-income securities, including corporate
debt securities, commercial paper and mortgage-backed and asset-backed
securities, based on the relative stability of income and principal of
such securities. Debt instruments in which the Fund invests are rated
at least investment grade or deemed comparable.

See "How the Funds Work -- Investment Objectives and Policies" and
"Prospectus Appendix -- Additional Investment Policies" for further
information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

A. An investment in the Funds is not insured against loss of principal.
When the value of the securities that a Fund owns declines, so does
the value of your Fund's shares. Therefore, you should be prepared to
accept some risk with the money you invest in the Funds. The equity
portfolio securities of the Funds are subject to equity market risk.
Equity market risk is the risk that common stock prices will fluctuate
or decline over short or even extended periods. The portfolio debt
instruments of the Funds are subject to interest-rate risk and credit
risk. Interest-rate risk is the risk that increases in market
interest rates may adversely affect the value of the debt instruments
in which the Funds may invest and hence the value of your investment
in a Fund. Credit risk is the risk that issuers of the debt
instruments in which the Fund invests may default on the payment of
principal and/or interest. Each Fund may seek to achieve its
investment objective through investments in securities of foreign
issuers (which involve risks not typically associated with U.S.
issuers), instruments with the lowest investment-grade rating that
have speculative characteristics, and by the use of certain options,
futures and currency swap strategies. See "How the Fund Works --
Investment Objectives and Policies -- Investment Risk" below and
"Additional Permitted Investment Activities" in the SAI for further
information about foreign securities. In addition, each Fund may
invest in securities issued by emerging growth companies, which may
involve greater price volatility

1
<PAGE> 55
and risk than those incurred by funds that do not invest in such
companies. As with all mutual funds, there can be no assurance that a
Fund will achieve its investment objective.

Q. WHO MANAGES MY INVESTMENTS?

Q. HOW DO I INVEST?

A. You may invest by purchasing Fund shares at their public offering
price, which is the net asset value per share plus any applicable
sales charge. Class A shares are subject to a maximum front-end sales
charge of 4.50%. Class B shares that are redeemed within four years
of purchase are subject to a maximum contingent-deferred sales charge
of 3.00% of the lesser of net asset value at purchase or net asset
value at redemption. In some cases, such as for investments by
certain fiduciary or retirement accounts, the front-end or contingent-
deferred sales charges may be waived or reduced. You may open an
account by making an initial investment of at least $1,000, and you
may add to your account by making additional investments of at least
$100, with certain exceptions. Shares may be purchased by wire, by
mail or by an automatic investment feature called the AutoSaver Plan
on any day the New York Stock Exchange is open. See "Investing in the
Funds" for more details, or contact Stephens (the Funds' distributor),
a Shareholder Servicing Agent or a Selling Agent (such as Wells Fargo
Bank).

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income are declared and paid quarterly
and automatically reinvested in additional shares of the same class of
the Fund at net asset value (without a sales charge) unless you elect
to receive dividends credited to your Wells Fargo Bank account or paid
in cash. You also may elect to reinvest dividends in shares of
certain other funds in the Stagecoach Family of Funds in which you
have an established account that has met the applicable minimum
initial investment requirement. Any capital gains are distributed at
least annually in the same manner as dividends. Investment income
available for distribution to holders of a class of shares is reduced
by class expenses payable on behalf of those shares. See "Dividends"
and "Additional Shareholder Services."

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

Q. HOW MAY I REDEEM SHARES?

A. You may redeem shares by telephone, by letter or by an automatic
feature called the Systematic Withdrawal Plan on any day the New York
Stock Exchange is open for business. Except for any
contingent-deferred sales charge applicable to Class B shares, the
Funds impose no charge for redeeming shares. The Company reserves the
right to impose charges for wiring redemption proceeds. See "How To
Redeem Shares" and "How to Purchase Shares -- Contingent-Deferred
Sales Charges -- Class B Shares" for more details, or contact
Stephens, a Shareholder Servicing Agent or a Selling Agent (such as
Wells Fargo Bank).

2
<PAGE> 56
Q. WHAT ARE DERIVATIVES AND DO THE FUNDS USE THEM?

A. Derivatives are financial instruments whose value is derived, at least
in part, from the price of another security or a specified asset,
index or rate. Some of the permissible investments described in this
Prospectus, such as variable-rate instruments that have an interest
rate that is reset periodically based on an index, can be considered
derivatives. Some derivatives may be more sensitive than direct
securities to changes in interest rates or sudden market moves. Some
derivatives also may be susceptible to fluctuations in yield or value
due to their structure or contract terms.

Q. WHAT STEPS DO THE FUNDS TAKE TO CONTROL DERIVATIVES- RELATED RISKS?

A. Wells Fargo Bank, as investment adviser to the Funds, uses a variety
of internal risk management procedures to ensure that derivatives use
is consistent with a Fund's investment objective, does not expose the
Fund to undue risks and is closely monitored. These procedures
include providing periodic reports to the Board of Directors
concerning the use of derivatives. Derivatives use by each Fund also
is subject to broadly applicable investment policies. For example, a
Fund may not invest more than a specified percentage of its assets in
"illiquid securities," including derivatives that do not have active
secondary markets. Nor may a Fund use certain derivatives without
establishing adequate "cover" in compliance with SEC rules limiting
the use of leverage. For more information on each Fund's investment
activities, see "How the Funds Work" and "Prospectus Appendix --
Additional Investment Policies."

3
<PAGE> 57
SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES
FOR CLASS A SHARES
<TABLE>
<CAPTION>

EQUITY BALANCED
VALUE FUND FUND
---------- ----
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 4.50% 4.50%
Sales Charge Imposed on Reinvested Dividends None None
Sales Charge Imposed on Redemptions None None
Exchange Fees None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR CLASS A SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
EQUITY BALANCED
VALUE FUND FUND
---------- --------
<S> <C> <C>
Management Fee (after waivers or reimbursements)(1) 0.50% 0.60%
Rule 12b-1 Fee 0.10% 0.10%
Total Other Expenses (after waivers
or reimbursements)(2) 0.45% 0.35%
---- ----

TOTAL FUND OPERATING
EXPENSES (after waivers or
reimbursements)(3) 1.05% 1.05%
==== ====
</TABLE>
- ---------
(1) Management Fees (before waivers or reimbursements) would be 0.50% and
0.60%, respectively.
(2) Other Expenses (before waivers or reimbursements) would be 0.50% and
0.67%, respectively.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.10% and 1.37%, respectively.

4
<PAGE> 58
EXAMPLE OF EXPENSES
FOR CLASS A SHARES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment in Class A
shares of the following Funds, assuming a 5% annual return and redemption
at the end of each time period indicated:

Equity Value Fund $55 $77 $100 $167
Balanced Fund $55 $77 $100 $167
</TABLE>

SHAREHOLDER TRANSACTION EXPENSES
FOR CLASS B SHARES

<TABLE>
<CAPTION>
EQUITY BALANCED
VALUE FUND FUND
---------- ----
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) None None
Sales Charge Imposed on Reinvested Dividends None None
Sales Charge Imposed on Redemptions 3.00% 3.00%
Exchange Fees None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR CLASS B SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
EQUITY BALANCED
VALUE FUND FUND
---------- --------
<S> <C> <C>
Management Fee 0.50% 0.60%
Rule 12b-1 Fee 0.75% 0.75%
Other Expenses (after waivers
or reimbursements)(1) 0.45% 0.35%
---- ----
TOTAL FUND OPERATING
EXPENSES (after waivers or
reimbursements)(2) 1.70% 1.70%
==== ====
</TABLE>
- ---------
(1) Other Expenses (before waivers or reimbursements) would be 0.47% and
0.47%, respectively.
(2) Total Fund Operating Expenses (before waivers or reimbursements) would be
1.72% and 1.82%, respectively.

5
<PAGE> 59
EXAMPLE OF EXPENSES
FOR CLASS B SHARES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment in Class B shares of the following Funds,
assuming a 5% annual return and redemption
at the end of each time period indicated:

Equity Value Fund $47 $84 $122 $231
Balanced Fund $47 $84 $122 $231
</TABLE>

EXPLANATION OF TABLES

ANNUAL FUND OPERATING EXPENSES for the Class A shares of the Funds are
based on applicable contract amounts and derived from amounts incurred by the
respective predecessor portfolios, the Equity Value and Balanced Funds of
Pacifica Funds Trust, during its most recent fiscal year, restated to reflect
voluntary fee waivers and expense reimbursements that are expected to continue
during the Company's current fiscal year. Since Class B shares were not
offered during the predecessor portfolios' most recent fiscal year, the
percentages shown above with respect to Class B shares under "Total Other
Expenses" and "Total Fund Operating Expenses" reflect certain anticipated
voluntary fee waivers and expense reimbursements for the current fiscal year.
Wells Fargo Bank and Stephens have agreed to waive or reimburse all or a
portion of their respective fees charged to, or expenses paid by, each Fund to
ensure that the Total Fund Operating Expenses do not exceed, on an annual
basis, 1.05% for Class A and 1.70% for Class B of the average daily net assets
of such classes of the Equity Value or Balanced Funds through August 31, 1997.
Any waivers or reimbursements will reduce a Fund's total expenses. There can
be no assurance that waivers or reimbursements will continue. The Funds
understand that a Shareholder Servicing Agent also may impose certain
conditions on its customers, subject to the terms of this Prospectus, in
addition to or different from those imposed by a Fund, such as requiring a
higher minimum initial investment or payment of a separate fee for additional
services. Long-term shareholders of the Funds could pay more in sales charges
than the economic equivalent of the maximum front-end sales charges applicable
to mutual funds sold by members of the National Association of Securities
Dealers, Inc. ("NASD"). For more complete descriptions of the various costs
and expenses you can expect to incur as an investor in each Fund, please see
"Investing in the Funds -- How To Buy Shares" and "Management, Distribution and
Servicing Fees."

6
<PAGE> 60
FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial
Highlights in the annual financial statements for the fiscal period ended
September 30, 1995 for Pacifica Funds Trust's Equity Value and Balanced Funds,
the respective predecessor portfolios to the Funds. This information is
provided to assist you in evaluating the performance of each Fund since its
commencement of operations. The financial information for the fiscal year
ended September 30, 1995 and for the periods through September 30, 1994 were
each audited by former independent accountants to the predecessor funds. The
financial information and the report on the audit for the year ended September
30, 1995 are incorporated by reference into the SAI. The unaudited financial
statements and the related notes for the period ended March 31, 1996 also is
incorporated by reference into the SAI. This information should be read in
conjunction with the predecessor portfolios' related financial statements and
notes thereto. Financial information is not provided in connection with Class
B shares because Class B shares were not offered during the periods presented.

7
<PAGE> 61
EQUITY VALUE FUND
For a Share Outstanding as Shown

Total from investment operations ..... 1.87 0.94 2.96 0.69 2.26 (1.52)
------- --------- --------- --------- ------- ------- -------
LESS DISTRIBUTIONS:
Dividends from net investment income . (0.25) (0.21) (0.23) (0.22) (0.29) --
------- -------
Distributions from capital gains ..... (0.71) (1.54) (0.29) (0.19) -- --
------- --------- --------- --------- ------- ------- -------
Total distributions .................. (0.96) (1.75) (0.52) (0.41) (0.29) --
------- --------- --------- --------- ------- ------- -------
Net asset value -- end of period .............. $ $ 13.27 $ 2.36 $ 13.17 $ 10.73 $ 10.45 $ 8.48
======= ========= ========= ========= ======= ======= =======
Total return (excluding sales load) .. % 16.58% 7.49% 28.22% 6.81% 27.05% (15.20)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ...... $ $ 170,406 $ 168,852 $ 140,551 $92,915 $68,412 $26,100
Ratio of expenses to average net assets % 0.96% 0.99% 0.98% 1.02% 0.98% 0.91%(3)
Effect of waivers on above ratio ..... % 0.02% 0.02% 0.01% -- 0.13% 0.95%(3)
Ratio of net investment income
to average net assets ............. % 1.97% 1.60% 1.73% 1.86% 2.69% 3.38%(3)
Portfolio turnover rate .............. % 75% 41% 82% 78% 36% 21%

</TABLE>
- ---------
(1) Commencement of operations was on July 2, 1990.
(2) Per share data are based upon average monthly shares outstanding.
(3) Annualized.

8
<PAGE> 62

BALANCED FUND
For a Share Outstanding as Shown

<TABLE>
<CAPTION>
PERIOD ENDED
MARCH 31, 1996 PERIOD ENDED
(UNAUDITED) YEAR ENDED SEPTEMBER 30 SEPT. 30
----------- ---------------------------------------------------------- ------------
1995 1994 1993 1992 1991 1990(1)
-------- --------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value -- beginning of period ...... $ $ 11.67 $ 12.71 $ 11.18 $ 10.80 $ 9.50 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2) .................. 0.46 0.43 0.44 0.42 0.52 0.14
Net gain (loss) on securities
(both realized and unrealized(2)......... 0.68 (0.13) 1.72 0.53 1.40 (0.64)
------ -------- --------- --------- -------- -------- --------
Total from investment operations ........ 1.14 0.30 2.16 0.95 1.92 (0.50)
------ -------- --------- --------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income ...... (0.47) (0.46) (0.43) (0.43) (0.62) --
Distributions from capital gains .......... (0.50) (0.88) (0.20) (0.14) -- --
------ -------- --------- --------- -------- -------- --------
Total distributions ..................... (0.97) (1.34) (0.63) (0.57) (0.62) --
------ -------- --------- --------- -------- -------- --------
Net asset value -- end of period .......... $ $ 11.84 $ 11.67 $ 12.71 $ 11.18 $ 10.80 $ 9.50
====== ======== ========= ========= ======== ======== ========
Total return (excluding sales load) ..... 10.62% 2.30% 19.83% 9.03% 20.78% (5.00)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ......... $ $ 89,034 $ 108,290 $ 104,434 $ 65,226 $ 50,038 $ 33,185
Ratio of expenses to average net assets . % 1.03% 1.09% 1.01% 1.02% 0.96% 0.93%(3)
Effect of waivers on above ratio ........ % 0.02% 0.02% 0.05% 0.08% 0.22% 0.67%(3)
Ratio of net investment income to average
net assets .......................... % 4.05% 3.55% 3.62% 3.76% 5.88% 5.87%(3)
Portfolio turnover rate ................. % 90% 35% 60% 49% 30% 12%
--------
</TABLE>
- ---------
(1) Commencement of operations was on July 2, 1990.
(2) Per share data are based upon average monthly shares outstanding.
(3) Annualized.

9
<PAGE> 63
HOW THE FUNDS WORK

INVESTMENT OBJECTIVES AND POLICIES

EQUITY VALUE FUND

The Equity Value Fund's investment objective is to seek to provide
investors with long-term capital appreciation. The Fund pursues this objective
by investing primarily in equity securities, including common stocks and may
invest in debt instruments that are convertible into common stocks of both
domestic and foreign companies. The Fund may invest in large, well-established
companies and smaller companies with market capitalization exceeding $50
million. The Fund may invest up to 5% of its assets in foreign equity
securities. Income generation is a secondary consideration. The Fund may
purchase dividend paying stocks of particular issuers when the issuer's
dividend record may, in the investment adviser's opinion, have a favorable
influence on the market value of the securities. The Fund also may purchase
convertible securities with the same characteristics as common stocks. As with
all mutual funds, there can be no assurance that the Fund, which is a
diversified portfolio, will achieve its investment objective. The Fund
invests, under normal market conditions, substantially all of its total assets
in income-producing securities, including both debt instruments and equity
securities, and, under normal market conditions, at least 65% of its total
assets in common stocks and securities convertible into common stocks. Any
change in the investment objective of the Equity Value Fund by the Board of
Directors may result in the Fund having an investment objective different from
the objective which a shareholder considered appropriate at the time of
investment in the Fund.

BALANCED FUND

The Balanced Fund's investment objective is to seek to provide
investors with both capital appreciation and current income resulting in a high
total investment return consistent with prudent investment risk and a balanced
investment approach. The Fund pursues this objective by investing in equity
securities and debt instruments through a balanced and diversified program.
The Fund normally invests between 30% and 70% of its assets in common stocks
that are considered by the investment adviser to have better than average
prospects for growth of capital and income. The Fund invests primarily in
domestic equity securities, but may invest up to 5% of its assets in equity
securities listed or traded exclusively on a foreign exchange. The remaining
balance of the Fund's assets is invested in senior fixed-income securities,
including corporate debt securities, commercial paper and mortgage-backed and
asset-backed securities, based on the relative stability of income and
principal of such securities. Debt instruments in which the Fund may invest
are rated at least investment grade or deemed comparable.

EQUITY INVESTMENTS

In selecting equity investments (which may include common stocks of
both domestic and foreign companies) for the Funds, the adviser selects
companies for investment using both quantitative and qualitative analysis to
identify those issuers that, in the adviser's opinion, exhibit below-average
valuation multiples, above-average financial strength, a strong position in
their industry and a history of steady profit growth.

The adviser also may select other equity securities in addition to
common stocks for investment by the Funds. Such other equity securities are
preferred stocks, high grade securities convertible into common stocks, and
warrants. Neither Fund will invest more than 5% of its net assets in warrants,
no more than 2% of which will be invested in warrants which are not listed on
the New York or American Stock Exchanges. Under normal market conditions, the
Equity Value and Balanced Funds will each invest at least 65% of its total
assets in common stocks or securities convertible into common stocks. For
temporary defensive purposes, however, both the Equity Value and Balanced Funds
may invest in U.S. Government obligations, certificates of deposit, bankers'
acceptances, commercial paper, repurchase agreements (maturing in seven days or
less) and debt obligations of corporations

10
<PAGE> 64
(corporate bonds, debentures, notes and other similar corporate debt
instruments) that are rated investment grade or better by Standard & Poor's
Rating Group ("S&P") or Moody's Investors Service, Inc. ("Moody's").

SENIOR FIXED-INCOME SECURITIES

In selecting senior fixed-income securities for the Balanced Fund, the
adviser seeks to select those debt instruments that appear best calculated to
achieve the Fund's investment objective within the credit and risk tolerances
established for the Fund. In accordance with those policies, the Balanced Fund
may purchase commercial paper rated "A-2" or better by S&P or "Prime-2" or
better by Moody's, corporate debt securities rated "BBB" or better by S&P or
"Baa" or better by Moody's (which contain some speculative characteristics) and
mortgage-backed and asset-backed securities rated "AA" or better by S&P or "Aa"
or better by Moody's (or the foregoing types of debt securities given
equivalent ratings by at least two other nationally recognized statistical
rating organizations ("NRSROs"), or, if any such securities are not rated, are
of comparable quality in the adviser's opinion).

[The Balanced Fund may also purchase zero-coupon bonds (i.e., discount
debt obligations that do not make periodic interest payments) that are subject
to greater market fluctuations from changing interest rates than debt
obligations of comparable maturities which make current distributions of
interest.]

The Equity Value and Balanced Funds also may hold short-term U.S.
Government obligations, money market instruments, repurchase agreements,
securities issued by other investment companies within the limits prescribed by
the Investment Company Act of 1940, as amended (the "1940 Act"), and cash,
pending investment, to meet anticipated redemption requests or if, in the
opinion of the investment adviser, suitable investments for a Fund are
unavailable. Such investments may be made in such proportions as, in the
opinion of the investment adviser, existing circumstances may warrant, and may
include obligations of foreign banks and foreign branches of U.S. banks. For
additional descriptions of the types of securities and investment practices
used by the Funds, see "Prospectus Appendix--Additional Investment Policies."

INVESTMENT RISKS

The price per share of each of the Funds will fluctuate with changes
in value of the investments held by a Fund. Shareholders of a Fund should,
therefore, expect the value of their shares to fluctuate with changes in the
value of the securities owned by that Fund. For example, investments by the
Funds in smaller companies may involve greater risks than investments in large
companies due to such factors as limited product lines, markets and financial
or managerial resources, and less frequently traded securities that may be
subject to more abrupt price movements than securities of larger companies.

The market value of a Fund's investment in fixed-income securities
will change in response to changes in interest rates and the relative financial
strength of each issuer. During periods of falling interest rates, the value of
fixed-income securities generally rises. Conversely, during periods of rising
interest rates, the value of such securities generally declines. Debt
securities with longer maturities, which tend to produce higher yields, are
subject to potentially greater capital appreciation and depreciation than
obligations with shorter maturities. Changes in the financial strength of an
issuer or changes in the ratings of any particular security also may affect the
value of these investments. Fluctuations in the market value of fixed-income
securities subsequent to their acquisition will not affect cash income from
such securities but will be reflected in a Fund's net asset value.

Investing in the securities of issuers in any foreign country,
including American Depository Receipts ("ADRs") and European Depository
Receipts ("EDRs"), involves special risks and considerations not typically
associated with investing in U.S. companies. These include differences in
accounting, auditing and financial reporting standards; generally higher
commission rates on foreign portfolio transactions; the possibility of
nationalization, expropriation or confiscatory taxation; adverse changes in
investment or exchange control

11
<PAGE> 65
regulations (which may include suspension of the ability to transfer currency
from a country); and political instability which could affect U.S. investments
in foreign countries. Additionally, foreign securities and dividends and
interest payable on those securities may be subject to foreign taxes, including
taxes withheld from payments on those securities. Foreign securities often
trade with less frequency and volume than domestic securities and, therefore,
may exhibit greater price volatility. Additional costs associated with an
investment in foreign securities may include higher custodial fees than apply
to domestic custodial arrangements and transaction costs of foreign currency
conversions. Changes in foreign exchange rates also will affect the value of
securities denominated or quoted in currencies other than the U.S. dollar. A
Fund's objective may be affected either unfavorably or favorably by
fluctuations in the relative rates of exchange between the currencies of
different nations, by exchange control regulations and by indigenous economic
and political developments. See the SAI for further information about foreign
securities.

PERFORMANCE

The performance of each class of shares of the Funds may be advertised
from time to time in terms of average annual total return and cumulative total
return. Performance figures are based on historical results and are not
intended to indicate future performance.

Average annual total return of a class of shares is based on the
overall dollar or percentage change in value of a hypothetical investment in
the class during a specified period and assumes that all Fund dividends and
capital gain distributions are reinvested in shares of that class. The
standardized average annual total return for Class A shares assumes that you
have paid the maximum front-end sales charge and, for Class B shares on a
one-year investment, assumes that you have paid the maximum contingent-deferred
sales charge, on the hypothetical investment. Cumulative total return is
calculated similarly, but assumes the investment is at NAV and the total return
is aggregated over the relevant time period instead of annualized.

The yield of a class of shares is calculated by dividing the net
investment income per share earned during a specified period (usually 30 days)
by the NAV of the class on the last day of the period and annualizing the
result.

For purposes of advertising, from time to time, the Fund also may
present nonstandardized total returns, yields and, in sales literature,
distribution rates. For example, the performance figure of the shares of a
class may be calculated on the basis of an investment at the net asset value
per share or at net asset value per share plus a reduced sales charge (see
"Investing in the Fund--How To Buy Shares"), rather than the public offering
price per share. In this case, the figure might not reflect the effect of the
sales charge that you may have paid.

Because of differences in the fees and/or expenses borne by shares of
each class of a Fund, the performance figures on such shares can be expected,
at any given time, to vary from the performance figures for other classes of
the Fund. Performance figures are computed separately for each class of Fund
shares. A Fund's performance figures calculations may reflect waivers and/or
reimbursements that, if effective, would increase the yields and returns
payable to shareholders. Any fees that may be imposed by a Selling Agent or
Shareholder Servicing Agent directly on its customer accounts are not reflected
in the performance calculations. Any such fees, if charged, will reduce the
actual return received by customers on their investments.

Additional performance information is contained in the SAI and the
Annual Report, which are available upon request free of charge by calling the
Company at 1-800-222-8222 or by writing the Company at the address shown on the
front cover of the Prospectus.

12
<PAGE> 66
THE FUNDS AND MANAGEMENT

The Funds are two of the funds offered by the Stagecoach Family of
Funds. The Company was organized as a Maryland corporation on September 9,
1991, and currently offers shares of the following series: Aggressive Growth,
Arizona Tax-Free, Asset Allocation, Balanced, California Tax-Free Bond,
California Tax-Free Income, California Tax-Free Money Market Mutual, Corporate
Stock, Diversified Income, Equity Value, Ginnie Mae, Government Money Market
Mutual, Growth and Income, Intermediate Bond Fund, Money Market Mutual, Money
Market Trust, National Tax-Free, National Tax-Free Money Market Mutual, Oregon
Tax-Free, Prime Money Market Mutual, Short-Intermediate U.S. Government Income,
Treasury Money Market Mutual, and U.S. Government Allocation Funds. Each of the
Company's funds, except the California Tax-Free Income, Corporate Stock,
Government Money Market Mutual, Money Market Trust and Short-Intermediate U.S.
Government Income Funds, currently offer three classes of shares. The
California Tax-Free Income and Short-Intermediate U.S. Government Income Funds
offer two classes of shares, and the Corporate Stock, Government Money Market
Mutual Fund and the Money Market Trust offer a single class of shares. Each
class of shares in a fund represents an equal, proportionate interest in a fund
with other shares of the same class. Shareholders of each class bear their pro
rata portion of the fund's operating expenses, except for certain class-specific
expenses (e.g., any state securities registration fees, shareholder servicing
fees or distribution fees that may be paid under Rule 12b-1) that are allocated
to a particular class. Please contact Stagecoach Shareholder Services at
1-800-222-8222 if you would like additional information about other funds or
classes of shares offered.

The Board of Directors of the Company supervises the Funds' activities
and monitors their contractual arrangements with various service providers.
Although the Company is not required to hold annual shareholder meetings,
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing a
fund's investment objective or fundamental investment policies. All shares of
the Company have equal voting rights and will be voted in the aggregate, rather
than by series or Class, unless otherwise required by law (such as when the
voting matter affects only one series or Class). As a Fund shareholder, you
are entitled to one vote for each share owned and fractional votes for
fractional shares owned. A more detailed description of the voting rights and
attributes of the shares is contained in the "Capital Stock" section of each
Fund's SAI.

Wells Fargo Bank is the Funds' investment adviser, transfer and
dividend disbursing agent, and custodian. In addition, Wells Fargo Bank is a
Shareholder Servicing Agent of the Funds and a Selling Agent under a Selling
Agreement with the Funds' distributor. Wells Fargo Bank, one of the largest
banks in the United States, was founded in 1852 and is the oldest bank in the
western United States. As of April 1, 1996, Wells Fargo Bank and its
affiliates provided investment advisory services for approximately $56 billion
in assets of individuals, trusts, estates and institutions. Wells Fargo Bank
also serves as investment adviser or sub-adviser to the other separately
managed series of the Company, and to five other registered, open-end,
management investment companies, which consist of several separately managed
investment portfolios. Wells Fargo Bank, a wholly-owned subsidiary of Wells
Fargo & Company, is located at 420 Montgomery Street, San Francisco, California
94104.

Prior to its acquisition by Wells Fargo & Company on April 1, 1996,
Wells Fargo Investment Management, Inc. ("WFIM") (formerly, First Interstate
Capital Management, Inc.) served as investment adviser to the predecessor
funds. WFIM, a wholly-owned subsidiary of Wells Fargo & Company, is located at
444 Market Street, San Francisco, California 94163. Prior to March 18, 1994,
the predecessor funds' investment adviser was San Diego Financial Capital
Management, Inc. (predecessor to First Interstate Capital Management, Inc.)
which was acquired by First Interstate Bancorp through its merger with San
Diego Financial Corporation.

Mr. Robert Bissell assumed responsibility as a co-portfolio manager
for the day-to-day management of the Stagecoach Equity Value Fund, and assumed
responsibility as a co-portfolio manager for the day-to-day

13
<PAGE> 67
management of the equity portion of the Stagecoach Balanced Fund, as of the
commencement of operations of the Funds. Mr. Bissell is a Senior
Vice-President and Manager, equities of Wells Fargo Bank. Mr. Bissell joined
Wells Fargo Bank at the time of its merger with Crocker Bank and been with the
combined organization for over 20 years. Prior to joining Wells Fargo Bank, he
was Vice-President and Investment Counsel with M.H. Edie Investment Counseling,
where he managed institutional and high-net-worth portfolios. Mr. Bissell
holds a finance degree from the University of Virginia. He is a chartered
financial analyst and a member of the Los Angeles Society of Financial
Analysts.

Ms. Tamyra Thomas assumed responsibility as a co-portfolio manager for
the day-to-day management of the bond portion of the Stagecoach Balanced Fund
as of the commencement of operations of the Funds. She is a Senior Vice-
President and the Chief Fixed Income Investment Officer of the Investment
Management Group of Wells Fargo Bank. She is also Chair of the Investment
Management Group Policy Committee. Ms. Thomas has managed bond portfolios for
over a decade. She currently manages in excess of $1 billion of long-term
taxable bond portfolios for various foundations, defined benefit plans and
other clients. Prior to joining Wells Fargo Bank in early 1988, she held a
number of senior investment positions for the Valley Bank & Trust Company of
Utah including Vice-President and Manager of the Investment Department and
Chairman of the Trust Investment Committee. She holds a B.S. degree from the
University of Utah and was past president of the Utah Bond Club. Ms. Thomas is
a chartered financial analyst.

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

Stephens is the Funds' sponsor and administrator and distributes the
Funds' shares. Stephens is a full service broker/dealer and investment
advisory firm located at 111 Center Street, Little Rock, Arkansas 72201.
Stephens and its predecessor have been providing securities and investment
services for more than 60 years. Additionally, they have been providing
discretionary portfolio management services since 1983. Stephens currently
manages investment portfolios for pension and profit sharing plans, individual
investors, foundations, insurance companies and university endowments.

INVESTING IN THE FUNDS

OPENING AN ACCOUNT

14
<PAGE> 68
To invest in the Funds through tax-deferred retirement plans through
which the Funds are available, please contact a Shareholder Servicing Agent or
a Selling Agent to receive information and the required separate application.
See "Tax-Deferred Retirement Plans" below.

SHARE VALUE

HOW TO BUY SHARES

Payment for shares purchased through a Selling Agent (as defined
below) is not due from the Selling Agent until the settlement date, normally
three Business Days after the order is placed. It is the responsibility of the
Selling Agent to forward payment for shares being purchased to the Funds
promptly. Payment must accompany orders placed directly through the Transfer
Agent.

The minimum initial investment is generally $1,000. The minimum
investment amounts, however, are $100 through the AutoSaver Plan (described
below) and $250 for any tax-deferred retirement account for which Wells Fargo
Bank serves as trustee or custodian under a prototype trust approved by the
Internal Revenue Service ("IRS") (a "Plan Account"). Generally, all subsequent
investments must be made in amounts of $100 or more. Where Fund shares are
acquired in exchange for shares of another fund in the Stagecoach Family of
Funds, the

15
<PAGE> 69
minimum initial investment amount applicable to the shares being exchanged
generally carries over. If the value of your investment in the shares of the
fund from which you are exchanging has been reduced below the minimum initial
investment amount by changes in market conditions or sales charges (and not by
redemptions), then you may carry over the lesser amount into one of the Funds.
Plan Accounts that invest in the Funds through Wells Fargo ExpressInvest(TM)
(available to certain Wells Fargo tax-deferred retirement plans) are not
subject to the minimum initial or subsequent investment amount requirements.
In addition, the minimum initial or subsequent purchase amount requirements may
be waived or lowered for investments effected on a group basis by certain
entities and their employees, such as pursuant to a payroll deduction or other
accumulation plan. If you have questions regarding purchases of shares or
ExpressInvest, please call 1-800-222-8222 or contact a Shareholder Servicing
Agent or Selling Agent (as defined below). For additional information on
tax-deferred accounts, please refer to "Investing in the Fund -- "Tax-Deferred
Retirement Plans" or contact a Shareholder Servicing Agent or Selling Agent.

SALES CHARGES

Set forth below is a Front-end Sales Charge Schedule listing the
front-end sales charges applicable to purchases of Class A shares of the Funds.
As shown below, reductions in the rate of front-end sales charges ("Volume
Discounts") are available as you purchase additional Class A shares
(contingent-deferred sales charges applicable to class B shares are described
below). You should consider the front-end sales charge information set forth
below and the other information contained in this Prospectus when making your
investment decisions.

FRONT-END SALES CHARGE SCHEDULE--
CLASS A SHARES

<TABLE>
<CAPTION>
FRONT-END FRONT-END DEALER
SALES CHARGE AS % OF NET ALLOWANCE
AS % OF AMOUNT AS % OF
AMOUNT OF PURCHASE OFFERING PRICE INVESTED OFFERING PRICE
- ------------------ -------------- -------- --------------
<S> <C> <C> <C>
Less than $50,000 4.50% 4.71% 4.00%
$50,000 up to $99,999 4.00 4.17 3.55
$100,000 up to $249,999 3.50 3.63 3.125
$250,000 up to $499,999 3.00 3.09 2.65
$500,000 up to $999,999 2.00 2.04 1.75
$1,000,000 and over 1.00 1.01 0.85
</TABLE>

Class B shares are not subject to front-end sales charges. Class B
shares that are redeemed within one, two, three or four years from the receipt
of a purchase order affecting such shares are subject to a contingent-deferred
sales charge equal to 3.00%, 2.00%, 1.00% or 1.00%, respectively, of the dollar
amount equal to the lesser of the NAV at the time of purchase of the shares
being redeemed or the NAV of such shares at the time of redemption (the "NAV
Amount"). See "Investing in the Funds--Contingent-Deferred Sales
Charges--Class B Shares."

If Class A shares are purchased through a Selling Agent, Stephens
reallows the portion of the front-end sales charge shown above as the Dealer
Allowance. Stephens also compensates Selling Agents for sales of Class B
shares and is then reimbursed out of Rule 12b-1 fees and contingent-deferred
sales charges applicable to such shares. When shares are purchased directly
through the Transfer Agent and no Selling Agent is involved with the purchase,
the entire sales charge is paid to Stephens. In addition, Stephens has
established a cash and non-cash compensation program, pursuant to which
broker/dealers or financial institutions that sell Fund shares may earn
additional compensation in the form of trips to sales seminars or vacation
destinations, tickets to sporting events, theater or other entertainment,
opportunities to participate in golf or other outings and gift certificates for
meals or merchandise, or the cash value of a non-cash compensation item.

16
<PAGE> 70
A Selling Agent or Shareholder Servicing Agent and any other person
entitled to receive compensation for selling or servicing shares may receive
different compensation for selling or servicing Class A shares as compared with
Class B shares of the same fund.

REDUCED SALES CHARGE--CLASS A SHARES

Volume Discounts

The Volume Discounts described in the Front-end Sales Charge Schedule
are available to you based on the combined dollar amount you invest in Class A
shares of one or more of the Company's funds that assess a front-end sales
charge (the "Load Funds"). Because Class B shares are not subject to a
front-end sales charge, the amount of Class B shares you hold is not considered
in determining your Volume Discount.

Right of Accumulation

Letter of Intent

A Letter of Intent allows you to purchase a Fund's Class A shares over
a 13-month period at a reduced front-end sales charge based on the total amount
of Class A shares you intend to purchase plus the total NAV of Class A shares
in any of the Load Funds you already own. Each investment in Class A shares
that you make during the period may be made at the reduced front-end sales
charge that is applicable to the total amount you intend to invest. If you do
not invest the total amount within the period, you must pay the difference
between the higher front-end sales charge rate that would have been applicable
to the purchases you made and the reduced front-end sales charge rate you have
paid. The minimum initial investment for a Letter of Intent is 5% of the total
amount you intend to purchase, as specified in the Letter. Class A shares of
the Funds equal to 5% of the amount you intend to invest will be held in escrow
and, if you do not pay the difference within 20 days following the mailing of a
request, a sufficient amount of escrowed shares will be redeemed for payment of
the additional front-end sales charge. Dividends and capital gains paid on the
Class A shares held in escrow are reinvested in additional Class A shares of
the Fund.

Reinvestment

You may reinvest proceeds from a redemption of a Fund's Class A shares
in Class A shares of the Fund or in shares of another of the Company's funds
registered in your state of residence at NAV, without payment of a front-end
sales charge, within 120 days after your redemption. However, if the other
investment portfolio charges a front-end sales charge that is higher than the
one you have paid in connection with the shares you have redeemed, you must pay
the difference between the dollar amount of the two front-end sales charges.
You may reinvest at this NAV price up to the total amount of the redemption
proceeds. A written purchase order for the shares must be delivered to the
Company, a Selling Agent, a Shareholder Servicing Agent, or the Transfer Agent
at the time of reinvestment.

17
<PAGE> 71
If you realized a gain on your redemption, your reinvestment would not
alter the amount of any federal capital gains tax you pay on the gain. If you
realized a loss on your redemption, your reinvestment may cause some or all of
the loss to be disallowed as a tax deduction, depending on the number of shares
you purchase by reinvestment, the period of time that elapses after the
redemption and which Fund's shares are purchased, although, for tax purposes,
the amount disallowed is added to the cost of the shares you acquire upon the
reinvestment.

Reductions for Families or Fiduciaries

Waivers for Investments of Proceeds From Other Investments

Purchases may be made at NAV, without payment of a front-end sales
charge, to the extent that: (i) you are investing proceeds from a redemption of
(a) shares of another open-end investment company or (b) units of a unit
investment trust sold through Wells Fargo Securities, Inc., (ii) on which you
paid a front-end sales charge, and (iii) such redemption occurred within thirty
(30) days prior to the date of the purchase order. You must notify the Fund
and/or the Transfer Agent at the time you place such purchase order of your
eligibility for the waiver of front-end sales charges and provide satisfactory
evidence thereof (e.g., a confirmation of the redemption and the sales charges
paid). Such purchases may not be made at net asset value to the extent the
proceeds are from a redemption of shares of another open-end investment company
that is affiliated with the Company on which you paid a contingent-deferred
sales charge upon redemption.

Reductions for Qualified Groups

Reductions in front-end sales charges also apply to purchases by
individual members of a "qualified group." The reductions are based on the
aggregate dollar amount of Class A shares purchased by all members of the
qualified group. For purposes of this paragraph, a qualified group consists of
a "company," as defined in the 1940 Act, which has been in existence for more
than six months and which has a primary purpose other than acquiring Fund
shares at a reduced sales charge, and the "related parties" of such company.
For purposes of this paragraph, a "related party" of a company is: (i) any
individual or other company who directly or indirectly owns, controls or has
the power to vote 5% or more of the outstanding voting securities of such
company; (ii) any other company of which such company directly or indirectly
owns, controls or has the power to vote 5% or more of its outstanding voting
securities; (iii) any other company under common control with such company;
(iv) any executive officer, director or partner of such company or of a related
party; and (v) any partnership of which such company is a partner. Investors
seeking to rely on their membership in a qualified group to purchase shares at
a reduced sales load must provide evidence satisfactory to the Transfer Agent
of the existence of a bona fide qualified group and their membership therein.

Waivers for Certain Parties

The Funds' Class A shares may be purchased at NAV, without payment of
a front-end sales charge, by directors, officers and employees (and their
spouses, parents, children and siblings) of the Company, Stephens, its
affiliates and Selling Agents. Class A shares also may be purchased at NAV,
without payment of a front-end sales charge, by present and retired directors,
officers and employees (and their spouses, parents, children and siblings) of
Wells Fargo Bank and its affiliates if Wells Fargo Bank and/or the respective
affiliates agree. Class A shares also may be purchased at NAV, without payment
of a front-end sales charge, by employee benefit and thrift plans for such
persons and by investment advisory, trust or other fiduciary account, including
certain Plan Accounts, that are maintained, managed or advised by Wells Fargo
Bank or its affiliates ("Fiduciary Accounts"). In addition, you may purchase
Class A shares at NAV, without payment of a front-end sales charge, with
proceeds from a required minimum distribution from any Individual Retirement
Account ("IRA"), Simplified Employee Pension Plan or other self-directed
retirement plan for which Wells Fargo Bank serves as trustee, provided that the
proceeds are

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<PAGE> 72
invested in the Funds within 30 days of such distribution and such distribution
is required as a result of reaching age 70 1/2.

CONTINGENT-DEFERRED SALES CHARGE--CLASS B SHARES

The Funds' Class B shares may be subject to contingent-deferred sales
charges but are not subject to front-end sales charges. Class B shares that
are redeemed within one, two, three or four years from the receipt of a
purchase order for such shares are subject to a contingent-deferred sales
charge equal to 3.00%, 2.00%, 1.00% and 1.00%, respectively, of the dollar
amount equal to the lesser of the NAV at the time of purchase of the shares
being redeemed or the NAV of such shares at the time of redemption. Contingent
deferred sales charges are not imposed on amounts representing increases in NAV
above the NAV at the time of purchase and are not assessed on Class B shares
purchased through reinvestment of dividends or capital gains distributions.
Class B shares automatically convert into Class A shares of the same Fund six
years after the end of the month in which such Class B shares were acquired.

Contingent-deferred sales charges are waived on redemptions of the
Funds' Class B shares (i) following the death or disability (as defined in the
Internal Revenue Code of 1986, as amended (the "Code")) of a shareholder, (ii)
to the extent that the redemption represents a minimum required distribution
from an IRA or other retirement plan to a shareholder who has reached age 70
1/2, (iii) effected pursuant to the Company's right to liquidate a
shareholder's account if the aggregate NAV of the shareholder's account is less
than the minimum account size, or (iv) in connection with the combination of
the Company with any other registered investment company by a merger,
acquisition of assets, or by any other transaction.

In deciding whether to purchase Class A or Class B shares, you should
compare the fees assessed on Class A shares (including front-end sales charges)
against those assessed on Class B shares (including potential contingent-
deferred sales charges and higher Rule 12b-1 fees than Class A shares) in light
of the amount to be invested and the anticipated time that the shares will be
owned. If your purchase amount would qualify you for a reduced sales charge on
Class A shares, you should consider carefully whether you would pay lower fees
ultimately on Class A or Class B shares. (See "Investing In The Funds--Sales
Charges" for information on reduced sales charges for Class A shares.)

You may buy Fund shares on any Business Day by any of the methods
described below. The Company reserves the right to reject any purchase order
or suspend sales at any time. Payment for orders that are not received are
returned after prompt inquiry. The issuance of shares is recorded on the
Company's books, and share certificates are not issued.

INITIAL PURCHASES BY WIRE

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

2. Instruct the wiring bank to transmit the specified amount in federal
funds to:

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

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<PAGE> 73
Attention: Stagecoach Funds (Name of Fund) (designate Class A or B)
Account Name(s): Name(s) in which to be registered
Account Number: (if investing into an existing account)

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

4. Share purchases are effected at the public offering price or, in the
case of Class B shares, at the NAV next determined after the Account
Application is received and accepted.

INITIAL PURCHASES BY MAIL

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

2. Mail the Account Application and a check for $1,000 or more payable to
"Stagecoach Funds (Name of Fund) (designate Class A or B)" to the
address set forth in "Initial Purchases by Wire."

3. Share purchases are effected at the public offering price or, in the
case of Class B shares, at the NAV next determined after the Account
Application is received and accepted.

AUTOSAVER PLAN PURCHASES

The Company's AutoSaver Plan provides you with a convenient way to
establish and automatically add to your Fund account on a monthly basis. To
participate in the AutoSaver Plan, you must specify an amount ($100 or more) to
be withdrawn automatically by the Transfer Agent on a monthly basis from an
account with a bank that is designated in your Account Application and that is
approved by the Transfer Agent ("Approved Bank "). Wells Fargo Bank is an
Approved Bank. The Transfer Agent withdraws and uses this amount to purchase
specified shares of the designated Fund and Class on your behalf each month on
or about the day that you have selected, or, if you have not selected a day, on
or about the 20th day of each month. The Transfer Agent requires a minimum of
ten (10) Business Days to implement your AutoSaver Plan purchases. There are
no separate fees charged to you by the Funds for participating in the AutoSaver
Plan.

You may change your investment amount, the date on which your
AutoSaver purchase is effected, suspend purchases or terminate your election at
any time by notifying the Transfer Agent at least five (5) Business Days prior
to any scheduled transaction.

TAX-DEFERRED RETIREMENT PLANS

You may be entitled to invest in the Funds through a Plan Account or
other tax-deferred retirement plan. Contact a Shareholder Servicing Agent or a
Selling Agent (such as Wells Fargo Bank) for materials describing Plan Accounts
available through it, and the benefits, provisions, and fees of such Plan
Accounts. The minimum initial investment amount for Fund shares acquired
through a Plan Account is $250, the minimum initial investment amount is not
applicable if you participate in ExpressInvest through a Plan Account.

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<PAGE> 74
IRA, up to specified limits. Investment earnings in the IRA will be
tax-deferred until withdrawn, at which time the individual may be in a lower
tax bracket.

The maximum annual deductible contribution to an IRA for individuals
under age 70 1/2 is 100% of includible compensation up to a maximum of (i)
$2,000 for single individuals; (ii) $4,000 for a married couple when both
spouses earn income; and (iii) $2,250 when one spouse earns, or elects for IRA
purposes to be treated as earning, no income (together the "IRA contribution
limits").

The IRA deduction is also available for single individual taxpayers
and married couples who are active participants in qualified retirement plans
but who have adjusted gross incomes that do not exceed certain specified
limits. If their adjusted gross income exceeds these limits, the amount of the
deductible contribution is phased down and eventually eliminated.

Any individual who works may make nondeductible contributions to an
IRA in addition to any deductible contributions. Total aggregate deductible
and nondeductible contributions are limited to the IRA contribution limits
discussed above. Nondeductible contributions in excess of the applicable IRA
contribution limit are "nondeductible excess contributions." In addition,
contributions made to an IRA for the year in which an individual attains the
age of 70 1/2, or any year thereafter, are also nondeductible excess
contributions. Nondeductible excess contributions are subject to a 6% excise
tax penalty that is charged each year that the nondeductible excess
contribution remains in the IRA.

An employer also may contribute to an individual's IRA by establishing
a Simplified Employee Pension Plan, known as a SEP-IRA, through a Shareholder
Servicing Agent or a Selling Agent. Participating employers may make an annual
contribution in an amount up to the lesser of 15% of earned income or $30,000,
subject to certain provisions of the Code. Investment earnings will be
tax-deferred until withdrawn.

The foregoing discussion regarding IRAs is based on the Code and
federal regulations in effect as of the date of this Prospectus and summarizes
only some of the important federal tax considerations generally affecting IRA
contributions made by individuals or their employers. It is not intended as a
substitute for careful tax planning. Investors should consult their tax
advisors with respect to their specific tax situations as well as with respect
to state and local taxes. Further federal tax information is contained under
the heading "Taxes" in this Prospectus and in the SAI.

A Shareholder Servicing Agent or Selling Agent also may offer other
types of tax-deferred or tax-advantaged plans, including a Keogh retirement
plan for self-employed professional persons, sole proprietors and partnerships.

Application materials for opening a tax-deferred retirement plan can
be obtained from a Shareholder Servicing Agent or a Selling Agent. Return your
completed tax-deferred retirement plan application to your Shareholder
Servicing Agent or a Selling Agent for approval and processing. If your
tax-deferred retirement plan application is incomplete or improperly filled
out, there may be a delay before a Fund account is opened. You should ask your
Shareholder Servicing Agent or Selling Agent about the investment options
available to your tax-deferred retirement plan, since some of the funds in the
Stagecoach Family of Funds may be unavailable or inappropriate as options.
Moreover, certain features described herein, such as the AutoSaver Plan and the
Systematic Withdrawal Plan, may not be available to individuals or entities who
invest through a tax-deferred retirement plan.

ADDITIONAL PURCHASES

You may make additional purchases of $100 or more by instructing the
Funds' Transfer Agent to debit your Approved Bank Account, by wire with an
instruction to the wiring bank to transmit the specified amount as directed
above for initial purchases, or by mail with a check payable to "Stagecoach
Funds (name of Fund) (designate Class A or B)" to the address set forth under
"Initial Purchases by Wire." Write your Fund account

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<PAGE> 75
number on the check and include the detachable stub from your Statement of
Account or a letter providing your Fund account number.

PURCHASES THROUGH SELLING AGENTS

You may place a purchase order for Fund shares through a broker/dealer
or financial institution that has entered into a Selling Agreement with
Stephens, as the Funds' Distributor ("Selling Agent"). If your order is placed
by the close of the NYSE, the purchase order is executed on the same day if the
order is received by the Transfer Agent before the close of business. If your
purchase order is received by a Selling Agent after the close of the NYSE or by
the Transfer Agent after the close of business, then your purchase order is
executed on the next Business Day after the day your order is placed. The
Selling Agent is responsible for the prompt transmission of your purchase order
to the Funds. Because payment for shares of the Fund is not due until
settlement date, the Selling Agent might benefit from the temporary use of your
payment. A financial institution that acts as a Selling Agent, Shareholder
Servicing Agent or in certain other capacities may be required to register as a
dealer pursuant to applicable state securities laws, which may differ from
federal law and any interpretations expressed herein.

PURCHASES THROUGH SHAREHOLDER SERVICING AGENTS

Purchase orders for Fund shares may be transmitted to the Transfer
Agent through any entity that has entered into a Shareholder Servicing
Agreement with the Funds ("Shareholder Servicing Agent"), such as Wells Fargo
Bank. See "Management, Distribution and Servicing Fees--Shareholder Servicing
Agent." A Shareholder Servicing Agent may transmit your purchase order to the
Transfer Agent, including a purchase order for which payment is to be
transferred from your Approved Bank account or wired from a financial
institution. If your order is transmitted by a Shareholder Servicing Agent to
the Transfer Agent before the close of the NYSE, the purchase order is executed
on the same day. If your Shareholder Servicing Agent transmits your purchase
order to the Transfer Agent after the close of the NYSE, then your order
generally is executed on the next Business Day after the day your order is
received. The Shareholder Servicing Agent is responsible for the prompt
transmission of your purchase order to the Transfer Agent.

STATEMENTS AND REPORTS

The Company, or a Shareholder Servicing Agent on its behalf, will
typically send you a confirmation or statement of your account after every
transaction that affects your share balance or your Fund account registration.
The Funds do not issue share certificates. A statement with tax information
for the previous year will be mailed to you by January 31 of each year and also
will be filed with the IRS. At least twice a year, you will receive financial
statements.

DIVIDENDS

Each Fund intends to declare and pay dividends on a quarterly basis of
substantially all of its net investment income. Each Fund intends to
distribute any capital gains at least annually. You have several options for
receiving dividends and capital-gain distributions. They are discussed under
"Additional Shareholder Services -- Dividend and Distribution Options" below.

Dividends and capital-gain distributions have the effect of reducing
the NAV per share by the amount distributed. Although dividends and
distributions paid to you on newly issued shares shortly after your purchase
would represent, in substance, a return of your capital, the dividends and
distributions would ordinarily be taxable to you as ordinary income. All
expenses, such as applicable Rule 12b-1 fees, state securities registration
fees and transfer agency fees, that are attributable to a particular class also
may affect the relative dividends and/or capital gains distributions of Class A
and Class B shares.

Dividends for a Saturday, Sunday or Holiday are declared payable to
shareholders of record as of the preceding Business Day.

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<PAGE> 76
If you redeem shares before the dividend payment date, any dividends
credited to you are paid on the following dividend payment date unless you have
redeemed all shares in your account, in which case you will receive your
accrued dividends together with your redemption proceeds.

HOW TO REDEEM SHARES

You may redeem Fund shares on any Business Day. Your shares are
redeemed at the NAV per share next calculated after a Fund has received your
redemption request in proper form. Redemption proceeds may be more or less than
the amount invested and, therefore, a redemption of shares may result in a gain
or loss for federal and state income tax purposes. Each Fund ordinarily remits
redemption proceeds, net of any contingent-deferred sales charge applicable to
Class B shares (the "net redemption proceeds"), within seven days after your
redemption order is received in proper form, unless the SEC permits a longer
period under extraordinary circumstances. Such extraordinary circumstances
could include a period during which an emergency exists as a result of which
(a) disposal by a Fund of securities owned by it is not reasonably practicable,
or (b) it is not reasonably practicable for a Fund fairly to determine the
value of its net assets, or (c) a period during which the SEC by order permits
deferral of redemptions for the protection of the security holders of a Fund.
In addition, a Fund may hold payment on your redemptions until reasonably
satisfied that your investments made by check have been collected (which can
take up to 10 days from the purchase date). To ensure acceptance of your
redemption request, please follow the procedures described below. In addition,
the Funds reserve the right to impose charges for wiring redemption proceeds.

All redemptions of shares generally are made in cash, except that the
commitment to redeem shares in cash extends only to redemption requests made by
each Fund shareholder during any 90-day period of up to the lesser of $250,000
or 1% of the net asset value of the Fund at the beginning of such period. This
commitment is irrevocable without the prior approval of the SEC and is a
fundamental policy of the Fund that may not be changed without shareholder
approval. In the case of redemption requests by shareholders in excess of such
amounts, the Board of Directors reserves the right to have the Fund make
payment, in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage costs in converting such securities to cash.

Due to the high cost of maintaining Fund accounts with small balances,
each Fund reserves the right to close your account and send you the proceeds if
the balance falls below the applicable minimum balance because of a redemption
(including a redemption of shares of a Fund after an investor has made only the
applicable minimum initial investment). However, you will be given 30 days'
notice to make an additional investment to increase your account balance to the
required minimum balance. Plan Accounts are not subject to minimum Fund
account balance requirements. For a discussion of applicable minimum balance
requirements, see "Investing in the Funds--How To Buy Shares."

REDEMPTIONS BY TELEPHONE

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<PAGE> 77
REDEMPTIONS BY MAIL

1. Write a letter of instruction. Indicate the class and the dollar
amount or number of Fund shares you want to redeem. Refer to your
Fund account number and give your social security or TIN (where
applicable).

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

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

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

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

EXPEDITED REDEMPTIONS BY MAIL OR TELEPHONE

You may request an expedited redemption of Fund shares by letter, in
which case your receipt of redemption proceeds, but not a Fund's receipt of
your redemption request, would be expedited. In addition, you also may request
an expedited redemption of shares of a Fund by telephone on any Business Day,
in which case both your receipt of redemption proceeds and a Fund's receipt of
your redemption request would be expedited. You may request expedited
redemption by telephone only if the total value of the shares redeemed is $100
or more.

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

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

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

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<PAGE> 78
During periods of drastic economic or market activity or changes, you
may experience problems implementing an expedited redemption by telephone. In
the event you are unable to reach the Transfer Agent by telephone, you should
consider using overnight mail to implement an expedited redemption. Each Fund
reserves the right to modify or terminate the expedited telephone redemption
privilege at any time.

SYSTEMATIC WITHDRAWAL PLAN

The Company's Systematic Withdrawal Plan provides you with a
convenient way to have Fund shares redeemed from your account and the
redemption proceeds distributed to you on a monthly basis. You may participate
in the Systematic Withdrawal Plan only if you have a Fund account valued at
$10,000 or more as of the date of your election to participate, your dividends
and capital gain distributions are being reinvested automatically and you are
not participating in the AutoSaver Plan at any time while participating in the
Systematic Withdrawal Plan. You specify an amount ($100 or more) to be
distributed by check to your address of record or deposited in your Approved
Bank Account. The Transfer Agent redeems sufficient shares and mails or
deposits your net redemption proceeds as instructed on or about the fifth
Business Day prior to the end of each month. There are no separate fees
charged to you by the Company for participating in the Systematic Withdrawal
Plan. However, you should not participate in the Systematic Withdrawal Plan if
you also are purchasing shares of a Fund subject to a sales charge.

It may take up to ten (10) days after receipt of your request to
establish your participation in the Systematic Withdrawal Plan. You may change
your withdrawal amount, suspend withdrawals or terminate your election at any
time by notifying the Transfer Agent at least five (5) Business Days prior to
any scheduled transaction. Your participation in the Systematic Withdrawal
Plan is terminated automatically if your Fund account is closed, or, in some
cases, if your Approved Bank Account is closed.

REDEMPTIONS THROUGH SELLING AGENTS

If your redemption order is received by a Selling Agent before the
close of the NYSE and received by the Transfer Agent before the close of
business on the same day, the order is executed at the NAV determined as of the
close of the NYSE on that day. If your redemption order is received by a
Selling Agent after the close of the NYSE, or is not received by the Transfer
Agent prior to the close of business, your order is executed at the NAV
determined as of the close of the NYSE on the next Business Day. The Selling
Agent is responsible for the prompt transmission of your redemption order to
the Funds.

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

REDEMPTIONS THROUGH SHAREHOLDER SERVICING AGENTS

You may request a redemption of Fund shares through your Shareholder
Servicing Agent. Any redemption request made by telephone through your
Shareholder Servicing Agent must redeem shares with a total value equal to $100
or more. If your redemption order is transmitted by the Shareholder Servicing
Agent to the Transfer Agent before the close of the NYSE, the redemption order
is executed at the NAV determined as of the close of the NYSE on that day. If
your Shareholder Servicing Agent transmits your redemption order to the
Transfer Agent after the close of the NYSE, then your order is executed on the
next Business Day after the date your order is received. The Shareholder
Servicing Agent is responsible for the prompt transmission of your redemption
order to the Funds.

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<PAGE> 79
Unless you have made other arrangements with your Shareholder
Servicing Agent and the Transfer Agent has been informed of such arrangements,
redemption proceeds of a redemption order made by you through your Shareholder
Servicing Agent are credited to your Approved Bank Account. If no such account
is designated, a check for the proceeds is mailed to your address of record or,
if such address is no longer valid, the proceeds are credited to your account
with your Shareholder Servicing Agent. The Shareholder Servicing Agent may
charge you a service fee. In addition, the Shareholder Servicing Agent may
benefit from the use of your redemption proceeds until any check it issues for
you has cleared or until such proceeds have been disbursed or reinvested on
your behalf.

ADDITIONAL SHAREHOLDER SERVICES

DIVIDEND AND DISTRIBUTION OPTIONS

When you fill out your Account Application, you can choose from the
following dividend and distribution options listed below.

A. The AUTOMATIC REINVESTMENT OPTION provides for the reinvestment of
your dividends and/or capital-gain distributions in additional shares of the
same class of the Fund that paid the dividends or capital gain distributions.
Dividends and distributions declared in a month generally are reinvested in
additional shares at NAV on the last Business Day of such month. You are
assigned this option automatically if you make no choice on your Account
Application.

B. The FUND PURCHASE OPTION lets you use your dividends and/or capital
gain distributions from the Funds to purchase, at NAV, shares of another fund
in the Stagecoach Family of Funds with which you have an established account
that has met the applicable minimum initial investment requirement. Dividends
and distributions paid on Class A or Class B shares may be invested in Class A
or Class B shares, respectively, of another fund, in Retail shares of another
fund, in Class A shares of the Government Money Market Mutual, Money Market
Mutual, Prime Money Market Mutual, National Tax-Free Money Market Mutual or
Treasury Money Market Mutual Funds or in shares of the California Tax-Free
Money Market Mutual Fund (the California Tax-Free Money Market Mutual,
Government Money Market Mutual, Money Market Mutual, National Tax-Free Money
Market Mutual, Prime Money Market Mutual, Treasury Money Market Mutual Funds
are, collectively the "Money Market Mutual Funds"). Dividends and
distributions paid on Class A shares may also be invested in shares of a
non-money market fund with a single class of shares (a "single class fund").
Dividends and distributions paid on Class B shares may not be invested in
shares of a single class fund.

C. The AUTOMATIC CLEARING HOUSE OPTION permits you to have dividends and
capital gain distributions deposited in your Approved Bank Account. In the
event your Approved Bank Account is closed, and such distribution is returned
to the Funds' dividend disbursing agent, the distribution will be reinvested in
your Fund account at the NAV next determined after the distribution has been
returned. Your Automatic Clearing House Option will be converted to the
Automatic Reinvestment Option.

D. The CHECK PAYMENT OPTION lets you receive a check for all dividends
and capital gain distributions, which generally is mailed either to your
designated address or your Approved Bank Account shortly following declaration.
If the U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, those checks will be reinvested in your Fund account
at the NAV next determined after the earlier of the date the checks have been
returned to the dividend disbursing agent or the date six months after the
payment of

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<PAGE> 80
such dividend or distribution. Your Check Payment Option will be converted to
the Automatic Reinvestment Option.

The Company forwards moneys to the dividend disbursing agent so that it
may issue you dividend checks under the Check Payment Option. The dividend
disbursing agent may benefit from the temporary use of such moneys until these
checks clear. The Company takes reasonable efforts to locate investors whose
checks are returned or uncashed after six months.

EXCHANGE PRIVILEGE

Wells Fargo Bank advises a variety of other funds, each with its own
investment objective and policies. The exchange privilege is a convenient way
for you to buy shares in other funds of the Stagecoach Family of Funds that are
registered in your state of residence and allows you to respond to changes in
your investment and savings goals or in market conditions. Class A and Class B
shares of each Fund may be exchanged for Class A or Class B shares,
respectively, of another fund or for shares of one of the Money Market Mutual
Funds. Class A shares may also be exchanged for shares of a single class fund
or for Retail Class shares of another fund.

Before making an exchange from the Fund into another fund of the
Stagecoach Family of Funds, please observe the following:

o Obtain and carefully read the prospectus of the fund into
which you want to exchange.

o If you exchange Class B shares for Class B shares of another
fund or for shares of one of the Money Market Mutual Funds, a
contingent-deferred sales charge is not imposed upon the
exchange.

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

o The dollar amount of shares you exchange generally must meet
the minimum initial and/or subsequent investment amounts of
the fund from which you are exchanging. If the value of your
investment in the shares of the fund from which you are
exchanging has been reduced below the minimum initial
investment amount by changes in market conditions or sales
charges (and not by redemptions), you may carry over the
shares you acquire.

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

o If you exchange Class B shares for Class B shares of another
fund, or for shares of one of the Money Market Mutual Funds,
any remaining period of time that the contingent-deferred
sales charge applicable to such shares is in effect is
computed from the time of initial purchase of the previously
held shares. For example, if you exchange a Fund's Class B
shares for shares of the National Tax-Free Money Market Mutual
Fund and then redeem the shares within four years of the
initial purchase of the exchanged Class B shares, you will be
required to pay a contingent-deferred sales charge equal to
the charge that would have been applicable if you had redeemed
the original Class B shares at that time.

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o If you exchange Class B shares for shares of one of the Money
Market Mutual Funds as described above, you subsequently may
re-exchange the acquired shares only for Class B shares of one
of the Company's funds or for shares of another Money Market
Mutual Fund.

To exchange shares, write the Transfer Agent at the mailing address
under "Investing in the Funds--Initial Purchases by Wire" or (unless you have
specifically declined telephone exchange privileges) call the Transfer Agent at
the telephone number listed on your transaction confirmation, or contact your
Shareholder Servicing Agent or Selling Agent. The procedures applicable to
telephone redemptions, including the discussion regarding the responsibility
for the authenticity of telephone instructions, are also applicable to
telephone exchange requests. See "How to Redeem Shares--Expedited Redemptions
by Letter and Telephone."

CONVERSION

Each Fund's Class B shares that have been outstanding for six years
after the end of the month in which the shares were initially purchased
automatically convert to the Fund's Class A shares and, consequently, will no
longer be subject to the higher Rule 12b-1 fees applicable to Class B shares of
such Fund. Such conversion is effected on the basis of the relative NAV of the
two classes, without the imposition of any sales charge or other charge except
that the lower Rule 12b-1 fees applicable to Class A shares shall thereafter be
applied to such converted shares. Because the per share NAV of the Class A
shares may be higher than that of the Class B shares at the time of conversion,
a shareholder may receive fewer Class A shares than the number of Class B
shares converted, although the dollar value will be the same. Reinvestments of
dividends and distributions in Class B shares are considered new purchases for
purposes of the conversion feature. A conversion should not provide a gain or
loss for federal income tax purposes.

If a shareholder effects one or more exchanges among Class B shares of
any fund, or among shares of the Money Market Mutual Funds during the six-year
period and exchanges back into Class B shares, the holding period for the
shares so exchanged is counted toward the six-year period, and any Class B
shares held at the end of six years are converted into Class A shares.

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MANAGEMENT, DISTRIBUTION AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of
Directors, Wells Fargo Bank, as each Fund's adviser, provides investment
guidance and policy direction in connection with the management of each Fund's
assets. The adviser also furnishes the Board of Directors with periodic
reports on each Fund's investment strategy and performance. For these
services, the adviser is entitled to monthly investment advisory fees at the
annual rates of 0.50% and 0.60% of the respective average daily net assets of
the Equity Value and Balanced Funds. From time to time, the adviser may waive
all or some of its advisory fees. Any such waiver will reduce expenses of a
Fund and, accordingly, have a favorable impact on a Fund's yield and total
return. From time to time, each Fund, consistent with its investment
objective, policies and restrictions, may invest in securities of companies
with which Wells Fargo Bank has a lending relationship. For the fiscal period
ended September 30, 1995, the predecessor funds paid advisory fees at the
annual rates of [0.60%] and [0.60%] of each portfolio's respective average
daily net assets to First Interstate Capital Management ("FICM"), 7501 E.
McCormick Parkway, Scottsdale, Arizona, which served as investment adviser to
the predecessor portfolios. FICM was an indirect, wholly owned subsidiary of
First Interstate Bancorp.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Funds' custodian and transfer and
dividend disbursing agent. Under the Custody Agreement, each Fund may, at
times, borrow money from Wells Fargo Bank as needed to satisfy temporary
liquidity needs. Wells Fargo Bank charges interest on such overdrafts at a
rate determined pursuant to each Fund's Custody Agreement. Wells Fargo Bank
performs its custodial and transfer and dividend disbursing agency services at
525 Market Street, San Francisco, California 94105.

SHAREHOLDER SERVICING AGENT

Each Fund has entered into Shareholder Servicing Agreements with Wells
Fargo Bank, on behalf of each class of Fund shares, and may enter into similar
agreements with other entities. Under such agreements, Shareholder Servicing
Agents (including Wells Fargo Bank) agree to perform, as agent for their
customers, various shareholder administrative and liaison services, such as:
aggregating and placing purchase, redemption and exchange transactions;
maintaining shareholder accounts and records; and providing such other related
services as the Company or a shareholder may reasonably request. For these
services, a Shareholder Servicing Agent is entitled to receive a fee, at the
annual rate of up to 0.25% of the average daily net assets attributable to the
Class A or Class B shares owned during the period by investors with whom the
Shareholder Servicing Agent maintains a servicing relationship. In no case
shall payments exceed any maximum amount that may be deemed applicable under
applicable laws, regulations or rules, including the Rules of Fair Practice of
the NASD ("NASD Rules").

Shareholder Servicing Agents also may impose certain conditions and/or
fees on their customers, subject to the terms of this Prospectus, in addition
to or different from those imposed by a Fund, such as requiring a higher
minimum initial investment or payment of a separate fee for additional
services. Each Shareholder Servicing Agent has agreed to disclose any fees it
may directly charge its customers who are shareholders of a Fund and to notify
them in writing at least 30 days before it imposes any transaction fees.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

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<PAGE> 83
employees who are affiliated with Stephens. For these services, Stephens is
entitled to receive from each Fund a monthly fee at the annual rate of 0.05% of
the Fund's average daily net assets. From time to time, Stephens may waive its
fees from a Fund in whole or in part. Any such waiver will reduce the Fund's
expenses and, accordingly, have a favorable impact on such Fund's yield and
total return.

Stephens, as the Funds' principal underwriter within the meaning of
the 1940 Act, has entered into a Distribution Agreement with the Company
pursuant to which Stephens is responsible for distributing the shares of each
Fund. The Company also has adopted a Distribution Plan on behalf of each
Fund's Class A and Class B shares under the Rule 12b-1 ("Plans"). Under a
Fund's Class A Plan, a Fund may defray all or part of the cost of preparing and
printing prospectuses and other promotional materials and of delivering
prospectuses and those materials to prospective Class A shareholders and may
pay compensation to the Distributor and Selling Agents for sales support
service. The Class A Plan provides for payments at an annual rate of up to
0.10% of the average daily net assets attributable to the Class A shares. The
Class B Plan is similar but provides for payments, at an annual rate of up to
0.75% of the average daily net assets attributable to the Class B shares of
each Fund. Other distribution-related services may include, among other
services, costs and expenses for advertisements, sales literature, direct mail
or any other form of advertising; expenses of sales employees or agents of the
Distributor, including salary, commissions, travel and related expenses;
payments to broker/dealers and financial institutions for services in
connection with the distribution of shares, including promotional incentives
and fees calculated with reference to the average daily net asset value of
shares held by shareholders who have a brokerage or other service relationship
with the broker/dealer or other institution receiving such fees; and other
similar services as the Directors determine to be reasonably calculated to
result in the sale of a Fund's shares.

FUND EXPENSES

From time to time, Wells Fargo Bank and Stephens may waive their
respective fees in whole or in part and reimburse expenses payable to others.
Any such waivers or reimbursements will reduce a Fund's expenses and,
accordingly, have a favorable impact on the Fund's yield and total return.
Except for the expenses borne by Wells Fargo Bank and Stephens, each fund of
the Company bears all costs of its operations, including its pro rata portion
of Company expenses such as fees and expenses of its independent auditors and
legal counsel, and compensation of the Company's directors who are not
affiliated with the adviser, administrator or any of their affiliates;
advisory, transfer agency, custody and administration fees, and any
extraordinary expenses. Expenses attributable to each fund or class are
charged against the assets of the fund or class. General expenses of the
Company are allocated among all of the funds of the Company, including the
Funds, in a manner proportionate to

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<PAGE> 84
the net assets of each fund, on a transactional basis, or on such other basis
as the Company's Board of Directors deems equitable.

TAXES

The Company intends to qualify each Fund as a regulated investment
company under Subchapter M of the Code, as long as such qualification is in the
best interest of the Fund's shareholders. In addition, net capital gains, net
investment income and operating expenses will be determined separately for each
Fund.

By complying with the applicable provisions of the Code, the Funds
will not be subject to federal income taxes with respect to net investment
income and net realized capital gains distributed to their shareholders.
Dividends from investment income and distributions from any net short-term
capital gains declared and paid by a Fund will be taxable as ordinary income to
the Funds' shareholders, whether such dividend and distribution payments are
taken in cash or automatically reinvested in additional shares. Generally,
dividends and distributions are taxable to shareholders at the time they are
paid. However, dividends and distributions declared payable in October,
November and December and made payable to shareholders of record in such a
month are treated as paid and are thereby taxable as of December 31, provided
that such dividends or distributions are actually paid no later than January 31
of the following year. You may be eligible to defer the taxation of dividend
and capital gain distributions on Fund shares that are held under a qualified
tax-deferred retirement plan. See "Investing in the Funds--Tax-Deferred
Retirement Plans" above. Each Fund intends to pay out substantially all of its
net investment income and any net realized capital gains for each year.
Corporate shareholders of a Fund may be eligible for the dividends-received
deduction on the dividends (excluding the net capital gains dividends) paid by
the Fund to the extent the Funds' income is derived from certain dividends
received from domestic corporations. In order to qualify for the
dividends-received deduction, a corporate shareholder must hold shares of the
Fund paying the dividends upon which such deduction is based for at least 46
days.

Portions of a Fund's investment income may be subject to foreign taxes
withheld at the source; however, the Fund will not be able to pass through any
portion of the foreign taxes to its shareholders.

The Funds or your Shareholder Servicing Agent on its behalf, will
inform you of the amount and nature of the Fund's dividends and capital gains.
You should keep all statements you receive to assist in your personal record
keeping. The Company is required by federal law to withhold, subject to
certain exemptions, at a rate of 31% on dividends paid and redemption proceeds
(including proceeds from exchanges) paid or credited to individual shareholders
of a Fund if a correct taxpayer identification number, certified when required,
is not on file with the Company or the Transfer Agent. In connection with this
withholding requirement, you will be asked to certify on your Account
Application that the social security or taxpayer identification number you
provide is correct and that you are not subject to 31% backup withholding for
previous underreporting to the IRS.

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

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

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PROSPECTUS APPENDIX
ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

Temporary Investments

From time to time, for temporary defensive purposes, each Fund may
hold assets in cash or make short-term investments, to the extent appropriate,
to maintain adequate liquidity for redemption requests or other cash management
needs or for temporary defensive purposes. The short-term investments that a
Fund may purchase for liquidity purposes include: (i) U.S. Treasury bills,
shares of other mutual funds and repurchase agreements (as discussed below);
(ii) negotiable certificates of deposit, bankers' acceptances and fixed time
deposits and other obligations of domestic banks (including foreign branches)
that have more than $1 billion in total assets at the time of investment and
are members of the Federal Reserve System or are examined by the Comptroller of
the Currency or whose deposits are insured by the FDIC; (iii) commercial paper
rated at the date of purchase "P-1" by Moody's or "A-1+" or "A-1" by S&P, or,
if unrated, of comparable quality as determined by Wells Fargo Bank, as
investment adviser; and (iv) short-term, U.S. dollar-denominated obligations of
foreign banks (including U.S. branches) that, at the time of investment: (a)
have more than $10 billion, or the equivalent in other currencies, in total
assets; (b) are among the 75 largest foreign banks in the world as determined
on the basis of assets; (c) have branches or agencies in the United States; and
(d) in the opinion of Wells Fargo Bank, as investment adviser, are of
comparable quality to obligations of U.S. banks that may be purchased by a
Fund.

U.S. Government Obligations

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

Foreign Securities

Each Fund may invest up to 5% of its assets in equity securities
listed or traded exclusively on a foreign exchange. Investments in securities
of foreign issuers, including ADRs and EDRs, involve certain considerations
that are not typically associated with investing in domestic securities. There
may be less publicly available information about a foreign issuer than about a
domestic issuer. Foreign issuers also are not generally subject to the same
accounting, auditing and financial reporting standards or governmental
supervision as domestic issuers. In addition, with respect to certain foreign
countries, interest may be withheld at the source under foreign income tax
laws, and there is a possibility of expropriation or confiscatory taxation,
political or social instability or

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diplomatic developments that could adversely affect investments in, the
liquidity of, and the ability to enforce contractual obligations with respect
to, securities of issuers located in those countries.

Mortgage-Related Securities

Mortgage pass-through securities are securities representing interests
in "pools" of mortgages in which payments of both interest and principal on the
securities are made monthly, in effect "passing through" monthly payments made
by the individual borrowers on the residential mortgage loans which underlie
the securities (net of fees paid to the issuer or guarantor of the securities).
Early repayment of principal on mortgage pass-through securities (arising from
prepayments of principal due to sale of the underlying property, refinancing,
or foreclosure, net of fees and costs which may be incurred) may expose a Fund
to a lower rate of return upon reinvestment of principal. Also, if a security
subject to prepayment has been purchased at a premium, in the event of
prepayment the value of the premium would be lost. Like other fixed-income
securities, when interest rates rise, the value of a mortgage-related security
generally will decline; however, when interest rates decline, the value of
mortgage-related securities with prepayment features may not increase as much
as other fixed-income securities. Payment of principal and interest on some
mortgage pass-through securities (but not the market value of the securities
themselves) may be guaranteed by the full faith and credit of the U.S.
Government or its agencies or instrumentalities. Mortgage pass-through
securities created by non-government issuers (such as commercial banks, savings
and loan institutions, private mortgage insurance companies, mortgage bankers
and other secondary market issuers) may be supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance, and letters of credit, which may be issued by governmental entities,
private insurers or the mortgage poolers. The Balanced Fund may also invest in
investment grade Collateralized Mortgage Obligations ("CMOs"). CMOs may be
collateralized by whole mortgage loans but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA. CMOs are structured into multiple classes, with each class bearing a
different stated maturity. Payments of principal, including prepayments, are
first returned to investors holding the shortest maturity class; investors
holding the longer maturity classes receive principal only after the first
class has been retired. As new types of mortgage-related securities are
developed and offered to investors, the Adviser will, consistent with a Fund's
investment objective, policies and quality standards, consider making
investments in such new types of mortgage-related securities.

Other Asset-Backed Securities

Other asset-backed securities (unrelated to mortgage loans) have been
offered to investors. These asset-backed securities may consist of undivided
fractional interests in pools of consumer loans or receivables held in trust.
Examples include certificates for automobile receivables (CARS) and credit card
receivables (CARDS). Payments of principal and interest on these asset-backed
securities are "passed through" on a monthly or other periodic basis to
certificate holders and are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guaranty, or
subordination. The extent of credit enhancement varies, but usually amounts to
only a fraction of the asset-backed security's par value until exhausted.
Ultimately, asset-backed securities are dependent upon payment of the consumer
loans or receivables by individuals, and the certificate holder frequently has
no recourse to the entity that originated the loans or receivables. The actual
maturity and realized yield will vary based upon the prepayment experience of
the underlying asset pool and prevailing interest rates at the time of
prepayment. Asset-backed securities are relatively new instruments and may be
subject to greater risk of default during periods of economic downturn than
other instruments. Also, the secondary market for certain asset-backed
securities may not be as liquid as the market for other types of securities,
which could result in a Fund experiencing difficulty in valuing or liquidating
such securities.

Derivative Securities

The Funds may invest in structured notes, bonds or other instruments
with interest rates that are determined by reference to changes in the value of
other interest rates, indices or financial reference to changes in the value of
other interest rates, indices or financial indicators ("References") or the
relative change in two or more References. The Funds may also hold derivative
instruments that have interest rates that re-set inversely to changing current
market rates and/or have embedded interest rate floors and caps that require
the issuer to pay an

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adjusted interest rate if market rates fall below or rise above a specified
rate. These instruments represent relatively recent innovations in the bond
markets, and the trading market for these instruments is less developed than
the markets for traditional types of debt instruments. It is uncertain how
these instruments will perform under different economic and interest-rate
scenarios. Because certain of these instruments are leveraged, their market
values may be more volatile than other types of bonds and may present greater
potential for capital gain or loss. On the other hand, the embedded option
features of other derivative instruments could limit the amount of appreciation
a Fund can realize on its investment, could cause a Fund to hold a security it
might otherwise sell or could force the sale of a security at inopportune times
or for prices that do not reflect current market value. The possibility of
default by the issuer or the issuer's credit provider may be greater for these
structured and derivative instruments than for other types of instruments. In
some cases, it may be difficult to determine the fair value of a structured or
derivative instrument because of a lack of reliable objective information and
an established secondary market for some instruments may not exist. As new
types of derivative securities are developed and offered to investors, the
adviser will, consistent with each Fund's investment objective, policies and
quality standards, consider making investments in such new types of derivative
securities.

Stripped Obligations

To the extent consistent with their respective investment objectives,
the Funds may purchase Treasury receipts and other "stripped" securities that
evidence ownership in either the future interest payments or the future
principal payments on U.S. Government and other obligations. These
participations, which may be issued by the U.S. Government (or a U.S.
Government agency or instrumentality) or by private issuers such as banks and
other institutions, are issued at a discount to their "face value," and, with
respect to the Balanced Fund, may include stripped mortgage-backed securities
("SMBS"). Stripped securities, particularly, SMBS, may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors.

Custodial Receipts for Treasury Securities

To the extent consistent with their respective investment objectives,
the Funds may purchase participations in trusts that hold U.S. Treasury
securities (such as TIGRs and CATS) or other obligations where the trust
participations evidence ownership in either the future interest payments or the
future principal payments on the obligations. These participations are
normally issued at a discount to their "face value," and can exhibit greater
price volatility than ordinary debt securities because of the way in which
their principal and interest are returned to investors. Investments by a Fund
in such participations will not exceed 5% of the value of that Fund's total
assets.

Forward Currency Transactions

The Equity Value and Balanced Funds may enter into forward foreign
currency exchange contracts in order to protect against uncertainty in the
level of future foreign exchange rates. See the SAI for further information
concerning foreign currency transactions.

FORWARD COMMITMENTS, WHEN-ISSUED PURCHASES AND DELAY-DELIVERY TRANSACTIONS

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OPTIONS

Each Fund may purchase put and call options listed on a national
securities exchange and issued by the Options Clearing Corporation in an amount
not exceeding 5% of its net assets. Purchasing options is a specialized
investment technique that entails a substantial risk of a complete loss of the
amounts paid as premiums to the writer of the option.

The Funds may also write covered call and secured put options from
time to time as the adviser deems appropriate. By writing a covered call
option, a Fund forgoes the opportunity to profit from an increase in the market
of the underlying security above the exercise price except insofar as the
premium represents such a profit, and it is not able to sell the underlying
security until the option expires or is exercised or the Fund effects a closing
purchase transaction by purchasing an option of the same series. If a Fund
writes a secured put option, it assumes the risk of loss should the market
value of the underlying security decline below the exercise price of the
option. The aggregate value of the securities subject to options written by a
Fund will not exceed 25% of the value of its net assets. The use of covered
call options and securities put options will not be a primary investment
technique of the Funds, and they are expected to be used infrequently. If the
adviser is incorrect in its forecast of market value or other factors when
writing the foregoing options, a Fund would be in a worse position than it
would have been had the foregoing investment techniques not been used.

Each Fund may engage in unlisted over-the-counter options with
broker/dealers deemed creditworthy by the adviser. Closing transactions for
such options are usually effected directly with the same broker/dealer that
effected the original option transaction. A Fund bears the risk that the
broker/dealer will fail to meet its obligations. There is no assurance that a
liquid secondary trading market exists for closing out an unlisted option
position. Furthermore, unlisted options are not subject to the protections
afforded purchasers of listed options by the Options Clearing Corporation,
which performs the obligations of its members who fail to perform in connection
with the purchase or sale of options.

For additional information relating to option trading practices,
including the particular risks thereof, see the SAI.

STOCK INDEX FUTURES CONTRACTS

Each Fund may enter into stock index futures contracts in order to
protect the value of common stock investments or to maintain liquidity,
provided that not more than 5% of a Fund's net assets are committed to such
transactions. See the SAI for further information about stock index futures
contracts.

The Funds may also purchase put options on stock index futures as
another method of protecting their assets against market declines. See the SAI
for further information about these options contracts.

There can be no assurance that a liquid market will exist at a time
when a Fund seeks to close out a futures contract or a futures option position.
Most futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single day; once the daily limit
has been reached on a particular contract, no trades may be made that day at a
price beyond that limit. In addition, certain of these instruments are
relatively new and without a significant trading history. As a result, there
is no assurance that an active secondary market will develop or continue to
exist. Lack of a liquid market for any reason may prevent a Fund from
liquidating an unfavorable position and that Fund would remain obligated to
meet margin requirements until the position is closed.

The use of the techniques listed above that involve the segregation of
assets to cover future obligations may impair the liquidity of a Fund's assets
and its ability to operate as an open-end investment company. Stephens and the
adviser will monitor each Fund's use of such techniques and report to the
Trustees concerning their impact, if any, on liquidity and a Fund's ability to
meet redemptions.

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Floating- and Variable-Rate Instruments

Certain of the debt instruments that the Funds may purchase bear
interest at rates that are not fixed, but vary, for example, with changes in
specified market rates or indices or specified intervals. Certain of these
instruments may carry a demand feature that would permit the holder to tender
them back to the issuer at par value prior to maturity. The Funds may, in
accordance with SEC rules, account for these instruments as maturing at the
next interest rate readjustment date or the date at which the Funds may tender
the instrument back to the issuer, whichever is later. The floating- and
variable-rate instruments that the Funds may purchase include certificates of
participation in such obligations.

Wells Fargo Bank, as investment adviser, will monitor on an ongoing
basis the ability of an issuer of a demand instrument to pay principal and
interest on demand. Events affecting the ability of the issuer of a demand
instrument to make payment when due may occur between the time a Fund elects to
demand payment and the time payment is due, thereby affecting a Fund's ability
to obtain payment at par, except when such demand instruments permit same-day
settlement. Demand instruments whose demand feature is not exercisable within
seven days may be treated as liquid, provided that an active secondary market
exists.

Repurchase Agreements

The Funds may enter into repurchase agreements wherein the seller of a
security to the Funds agrees to repurchase that security from the Funds at a
mutually agreed-upon time and price. The period of maturity is usually quite
short, often overnight or a few days, although it may extend over a number of
months. The Funds may enter into repurchase agreements only with respect to
U.S. Government obligations and other obligations that could otherwise be
purchased by the participating Fund. All repurchase agreements must be fully
collateralized based on values that are marked to market daily. The maturities
of the underlying securities in a repurchase agreement transaction entered into
by a Fund may be greater than one year. If the seller defaults and the value of
the underlying securities has declined, the participating Fund may incur a
loss. In addition, if bankruptcy proceedings are commenced with respect to the
seller of the security, the participating Fund's disposition of the security
may be delayed or limited. The Funds will enter into repurchase agreements
only with registered broker/dealers and commercial banks that meet guidelines
established by the Company's Board of Directors and that are not affiliated
with Wells Fargo Bank. The Funds may participate in pooled repurchase
agreement transactions with other funds advised by Wells Fargo Bank.

Loans of Portfolio Securities

Each Fund may lend securities from its portfolios to brokers, dealers
and financial institutions (but not individuals) if cash, U.S. Government
obligations or other high-quality debt instruments equal to at least 100% of
the current market value of the securities loan (including accrued interest
thereon) plus the interest payable to a Fund with respect to the loan is
maintained with the Fund. In determining whether to lend a security to a
particular broker, dealer or financial institution, the Funds' investment
adviser will consider all relevant facts and circumstances, including the
creditworthiness of the broker, dealer or financial institution. Any loans of
portfolio securities must be fully collateralized based on values that are
marked-to-market daily. Neither Fund will enter into any portfolio security
lending arrangement having a duration of longer than one year. Any securities
that a Fund may receive as collateral will not become part of such Fund's
portfolio at the time of the loan and, in the event of a default by the
borrower, such Fund, if permitted by law, will dispose of such collateral
except for such part thereof that is a security in which such Fund is permitted
to invest. During the time securities are on loan, the borrower will pay such
Fund any accrued income on those securities, and such Fund may invest the cash
collateral and earn additional income or receive an agreed-upon fee from a
borrower that has delivered cash-equivalent collateral. The Funds will not
lend securities having a value that exceeds one-third of the current value of
each of their total assets. Loans of securities by a Fund will be subject to
termination at the Fund's or the borrower's option. Each Fund may pay
reasonable administrative and custodial fees in connection with a securities
loan and may pay a negotiated portion of the interest or fee earned with
respect to the collateral to the borrower or the placing broker. Borrowers and
placing brokers may not be affiliated, directly or indirectly, with the
Company, the adviser, or the Distributor.

A-5
<PAGE> 90
Other Investment Companies

Each Fund may invest in shares of other open-end, management
investment companies, subject to the limitations of the 1940 Act, provided that
any such purchases will be limited to temporary investments in shares of
unaffiliated investment companies and the investment adviser will waive its
advisory fees for that portion of the Fund's assets so invested, except when
such purchase is part of a plan of merger, consolidation, reorganization or
acquisition. Notwithstanding any other investment policy or limitation
(whether or not fundamental), as a matter of fundamental policy, the Balanced
or Equity Value Fund may invest all of its assets in the securities of a single
open-end, management investment company with substantially the same fundamental
investment objective, policies and limitations as the Funds. Subject to the
limitations of the 1940 Act, each Fund may purchase shares of exchange-listed,
closed-end funds consistent with pursuing their investment objectives.

INVESTMENT POLICIES

Each Fund's investment objective, as set forth in "How the Funds
Work--Investment Objectives and Policies," is not fundamental; that is, it may
be changed without approval by the vote of the holders of a majority of the
Fund's outstanding voting securities, as described under "Capital Stock" in the
Funds' SAI. If the Board of Directors determines that a Fund's investment
objective can best be achieved by a substantive change in a nonfundamental
investment policy or strategy, the Company may make such change without
shareholder approval and will disclose any such material changes in the
then-current Prospectus.

As matters of fundamental policy: (i) neither Fund may purchase
securities of any issuer (except U.S. Government obligations) if as a result,
more than 5% of the value of the Fund's total assets would be invested in the
securities of such issuer or the Fund would own more than 10% of the
outstanding voting securities of such issuer; (ii) either Fund may borrow from
banks up to [10%] of the current value of its net assets for temporary purposes
only in order to meet redemptions, and these borrowings may be secured by the
pledge of up to 10% of the current value of its net assets (but investments may
not be purchased by the Fund while any such outstanding borrowings exceed 5% of
the Fund's net assets); (iii) either Fund may make loans of portfolio
securities in accordance with its investment policies; and (iv) neither Fund
may invest 25% or more of its assets (i.e., concentrate) in any particular
industry, except that investments in U.S. Government obligations are excluded
from this limitation. With respect to fundamental investment policy (i) above,
each Fund is subject to this restriction only with respect to 75% of its
assets, and, with regard to the Funds and other funds offered by the Company,
it may be possible that the Company would own more than 10% of the outstanding
voting securities of the issuer. With respect to fundamental investment policy
(iii) above, neither Fund intends to make loans of its portfolio securities
during the coming year.

As a matter of nonfundamental policy, each Fund may invest up to 15%
of the current value of its net assets in illiquid securities. For this
purpose, illiquid securities include, among others, (a) securities that are
illiquid by virtue of the absence of a readily available market or legal or
contractual restrictions on resale, (b) fixed time deposits that are subject to
withdrawal penalties and that have maturities of more than seven days and (c)
repurchase agreements not terminable within seven days.

A-6
<PAGE> 91
Advised by WELLS FARGO BANK, N. A.
E Sponsored/Distributed by Stephens Inc., Member NYSE/SIPC

NOT FDIC INSURED
<PAGE> 92
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 93
SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISER,
TRANSFER AND DIVIDEND DISBURSING AGENT
AND CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Fund, simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH FUNDS:

o are NOT FDIC insured
o are NOT guaranteed by Wells Fargo Bank
o are NOT deposits or obligations of the Bank
o involve investment risk, including possible loss of principal.

Printed on Recycled Paper
<PAGE> 94
STAGECOACH FUNDS(R)

PROSPECTUS

INTERMEDIATE BOND FUND

CLASS A AND CLASS B

AUGUST 31, 1996
<PAGE> 95
STAGECOACH FUNDS(R)

INTERMEDIATE BOND FUND
CLASS A AND CLASS B

Stagecoach Funds, Inc. (the "Company") is an open-end investment
company. This Prospectus contains information about two classes offered by one
fund of the Stagecoach Family of Fund -- the INTERMEDIATE BOND FUND -- CLASS A
and CLASS B -- (the "Fund").

The INTERMEDIATE BOND FUND seeks to provide investors with a high
level of current income consistent with the preservation of capital and
maintenance of liquidity. In pursuing its investment objective, the Fund may
invest in a broad range of corporate debt obligations, obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities,
dollar-denominated debt obligations of foreign issuers, and money market
instruments. Under normal market conditions, the Fund expects to maintain a
dollar-weighted average portfolio maturity between three and ten years.

Please read this Prospectus before investing and retain it for
future reference. It is designed to provide you with important information and
to help you decide if the Fund's goals match your own. A Statement of
Additional Information ("SAI"), dated August 31, 1996, containing additional
information about the Fund, has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this Prospectus. The
SAI is available without charge by writing to Stagecoach Funds, Inc., c/o
Stagecoach Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San
Francisco, CA 94120-7066 or by calling 1-800-222-8222. If you hold shares in
an IRA, please call 1-800-BEST-IRA for information or assistance.

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

PROSPECTUS DATED AUGUST 31, 1996
<PAGE> 96
The Fund is advised by Wells Fargo Bank, which also serves as the
Fund's transfer and dividend disbursing agent and custodian. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and a Selling Agent (each as
defined below). Stephens Inc. ("Stephens") is the Fund's sponsor and
administrator and serves as distributor of the Fund's shares.

WELLS FARGO BANK IS THE INVESTMENT ADVISER AND PROVIDES THE FUND WITH CERTAIN
OTHER SERVICES FOR WHICH IT IS COMPENSATED. STEPHENS, WHICH IS NOT AFFILIATED
WITH WELLS FARGO BANK, IS THE FUND'S SPONSOR, ADMINISTRATOR AND DISTRIBUTOR.
<PAGE> 97
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY ........................................................ 1
SUMMARY OF FUND EXPENSES .................................................. 4
FINANCIAL HIGHLIGHTS ...................................................... 8
HOW THE FUND WORKS ........................................................ 10
THE FUND AND MANAGEMENT ................................................... 12
INVESTING IN THE FUND ..................................................... 14
DIVIDENDS ................................................................. 22
HOW TO REDEEM SHARES ...................................................... 22
ADDITIONAL SHAREHOLDER SERVICES ........................................... 25
MANAGEMENT, DISTRIBUTION AND SERVICING FEES ............................... 28
TAXES ..................................................................... 30
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES ....................... A-1
</TABLE>

i
<PAGE> 98
PROSPECTUS SUMMARY

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

Q. WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A. INTERMEDIATE BOND FUND. The Intermediate Bond Fund seeks to provide
investors with a high level of current income consistent with the
preservation of capital and maintenance of liquidity. In pursuing its
investment objective, the Fund may invest in a broad range of
corporate debt obligations, such as fixed and variable-rate bonds,
zero coupon bonds, debentures, obligations convertible into common
stock, and various types of demand instruments, obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities,
and dollar-denominated debt obligations of foreign issuers, including
foreign corporations and foreign governments, and money market
instruments. The Fund is also permitted to acquire obligations issued
by state and local governments ("municipal obligations"),
mortgage-backed and certain other asset-backed securities. Under
normal market conditions, the Fund expects to maintain a
dollar-weighted average portfolio maturity between three and ten
years.

See "How the Fund Works -- Investment Objective and Policies" and
"Prospectus Appendix -- Additional Investment Policies" for further
information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

A. An investment in the Fund is not insured against loss of principal.
When the value of the securities that the Fund owns declines, so does
the value of your Fund's shares. Therefore, you should be prepared to
accept some risk with the money you invest in the Fund. The market
value of the Fund's investment in fixed income securities will change
in response to changes in interest rates and the relative financial
strength of each issuer. During periods of falling interest rates,
the value of fixed income securities generally rises. Conversely,
during periods of rising interest rates the value of such securities
generally declines. Debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater
capital appreciation and depreciation than obligations with shorter
maturities. Changes in financial strength of an issuer or changes in
the ratings of any particular security may also affect the value of
these investments. Fluctuations in the market value of fixed income
securities subsequent to their acquisition will not affect cash income
from such securities, but will be reflected in the Fund's net asset
value. The Fund may also purchase zero-coupon bonds (i.e., discount
debt obligations that do not make periodic interest payments) that are
subject to greater market fluctuations from changing interest rates
than debt obligations of comparable maturities which make current
distributions of interest. The Fund may invest in foreign securities.
Investing in the securities of issuers in any foreign country involves
special risks and considerations not typically associated with
investing in U.S. companies. See 'How the Fund Works -- Investment
Objective and Policies -- Investment Risk" below and "Additional
Permitted Investment Activities" in the SAI for further information
about foreign securities. As with all mutual funds, there can be no
assurance that the Fund will achieve its investment objective.

Q. WHO MANAGES MY INVESTMENTS?

A. Wells Fargo Bank, as the Fund's investment adviser, manages your
investments. Wells Fargo Bank also provides transfer agency, dividend
disbursing agency and custodial services to the Fund. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and a Selling Agent
for the Fund. See "The Fund and Management" and "Management,
Distribution and Servicing Fees" for further information.

1
<PAGE> 99
Q. HOW DO I INVEST?

A. You may invest by purchasing Fund shares at their public offering
price, which is the net asset value per share plus any applicable
sales charge. Class A shares are subject to a maximum front-end sales
charge of 4.50%. Class B shares that are redeemed within four years
of purchase are subject to a maximum contingent-deferred sales charge
of 3.00% of the lesser of net asset value at purchase or net asset
value at redemption. In some cases, such as for investments by
certain fiduciary or retirement accounts, the front-end or contingent-
deferred sales charges may be waived or reduced. You may open an
account by making an initial investment of at least $1,000, and you
may add to your account by making additional investments of at least
$100, with certain exceptions. Shares may be purchased by wire, by
mail or by an automatic investment feature called the AutoSaver Plan
on any day the Fund is open. See "Investing in the Fund" for more
details, or contact Stephens (the Fund's distributor), a Shareholder
Servicing Agent or a Selling Agent (such as Wells Fargo Bank).

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

Q. HOW MAY I REDEEM SHARES?

A. You may redeem shares by telephone, by letter or by an automatic
feature called the Systematic Withdrawal Plan on any day the New York
Stock Exchange is open for business. Except for any
contingent-deferred sales charge applicable to Class B Shares, the
Fund imposes no charge for redeeming shares. The Company reserves the
right to impose charges for wiring redemption proceeds. See "How To
Redeem Shares" and "How to Purchase Shares -- Contingent Deferred
Sales Charges -- Class B Shares" for more details, or contact
Stephens, a Shareholder Servicing Agent or a Selling Agent (such as
Wells Fargo Bank).

Q. WHAT ARE DERIVATIVES AND DOES THE FUND USE THEM?

A. Derivatives are financial instruments whose value is derived, at least
in part, from the price of another security or a specified asset,
index or rate. Some of the permissible investments described in this
Prospectus, such as variable-rate instruments that have an interest
rate that is reset periodically based on an index, can be considered
derivatives. The Fund may also invest in structured notes, bonds or
other instruments with interest rates that are determined by reference
to changes in the value of other interest rates, indices or financial
indicators. Some derivatives may be more sensitive than direct
securities to changes in interest rates or sudden market moves. Some
derivatives also may be susceptible to fluctuations in yield or value
due to their structure or contract terms.

2
<PAGE> 100
Q. WHAT STEPS DOES THE FUND TAKE TO CONTROL DERIVATIVES- RELATED RISKS?

A. Wells Fargo Bank, as investment adviser to the Fund, uses a variety of
internal risk management procedures to ensure that derivatives use is
consistent with the Fund's investment objective, does not expose the
Fund to undue risks and is closely monitored. These procedures
include providing periodic reports to the Board of Directors
concerning the use of derivatives. Derivatives use by the Fund also
is subject to broadly applicable investment policies. For example,
the Fund may not invest more than a specified percentage of its assets
in "illiquid securities," including derivatives that do not have
active secondary markets. Nor may the Fund use certain derivatives
without establishing adequate "cover" in compliance with SEC rules
limiting the use of leverage. For more information on the Fund's
investment activities, see "How the Fund Works" and "Prospectus
Appendix -- Additional Investment Policies."

3
<PAGE> 101
SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES
FOR CLASS A SHARES
<TABLE>
<CAPTION>

INTERMEDIATE
------------
BOND FUND
---------
<S> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) ............................ 4.50%
Sales Charge Imposed on Reinvested Dividends ...................... None
Sales Charge Imposed on Redemptions ............................... None
Exchange Fees ..................................................... None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR CLASS A SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
INTERMEDIATE
BOND FUND
---------
<S> <C>
Management Fee (before waivers or reimbursements)(1) ................ 0.40%
Rule 12b-1 Fee ...................................................... 0.05%

Other Expenses (after waivers or reimbursements)(2).................. 0.35%
----

TOTAL FUND OPERATING
EXPENSES (after waivers or reimbursements)(3) .............. 0.80%
====
</TABLE>
- ---------
(1) Management Fee (before waivers or reimbursements) would be payable at
a maximum annual rate of 0.50%.
(2) Other Expenses (before waivers or reimbursements) would be 0.59%.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.14%.

EXAMPLE OF EXPENSES FOR CLASS A SHARES

You would pay the following expenses on a $1,000 investment in Class A
shares of the Fund, assuming a 5% annual return and redemption at the end of
each time period indicated:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Intermediate Bond Fund $53 $69 $87 $140
</TABLE>

4
<PAGE> 102
SHAREHOLDER TRANSACTION EXPENSES
FOR CLASS B SHARES

<TABLE>
<CAPTION>
INTERMEDIATE
BOND FUND
---------
<S> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) ............................ None
Sales Charge Imposed on Reinvested Dividends ...................... None
Sales Charge Imposed on Redemptions ............................... 3.00%
Exchange Fees ..................................................... None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR CLASS B SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
INTERMEDIATE
BOND FUND
---------
<S> <C>
Management Fee (after waivers or reimbursements)(1) .................... 0.40%
Rule 12b-1 Fee ......................................................... 0.75%
Other Expenses (after waivers
or reimbursements)(2) ............................................... 0.35%
----
TOTAL FUND OPERATING
EXPENSES (after waivers or
reimbursements)(3) .......................................... 1.50%
====
</TABLE>
- ---------
(1) Management Fee (before waivers or reimbursements) would be payable at
a maximum annual rate of 0.50%.
(2) Other Expenses (before waivers or reimbursements) would be 0.42%.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.67%.

5
<PAGE> 103
EXAMPLE OF EXPENSES FOR CLASS B SHARES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment in Class B shares of the following Fund,
assuming a 5% annual return and redemption
at the end of each time period indicated:

INTERMEDIATE BOND FUND $45 $77 $112 $209
</TABLE>

6
<PAGE> 104
EXPLANATION OF TABLES

The purpose of the above tables is to help you understand the various
costs and expenses that an investor in the Fund will bear directly or
indirectly. The tables do not reflect any charges that may be imposed by Wells
Fargo Bank or another Institution directly on its customer accounts in
connection with an investment in the Fund.

SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or
sell Fund shares. You are subject to a front-end sales charge on purchases of
the Fund's Class A shares and may be subject to a contingent-deferred sales
charge on purchases of the Fund's Class B shares if you redeem such shares
within a specified period. In certain instances, you may qualify for a
reduction or waiver of the front-end sales charge. See "Investing in the Fund
- -- Sales Charges." There are no exchange fees. The Company reserves the right
to impose a charge for wiring redemption proceeds.

ANNUAL FUND OPERATING EXPENSES for the Fund's Class A shares are based
on applicable contract amounts and derived from amounts incurred by the
predecessor portfolio, the Intermediate Bond Fund of Pacifica Funds Trust,
during its most recent fiscal year, restated to reflect voluntary fee waivers
and expense reimbursements that are expected to continue during the Company's
current fiscal year. Since Class B shares were not offered during the
predecessor portfolio's most recent fiscal year, the percentages shown above
with respect to Class B shares under "Total Other Expenses" and "Total Fund
Operating Expenses" reflect certain anticipated voluntary fee waivers and
expense reimbursements for the current fiscal year. Wells Fargo Bank and
Stephens have agreed to waive or reimburse all or a portion of their respective
fees charged to, or expenses paid by, the Fund to ensure that the Total Fund
Operating Expenses do not exceed, on an annual basis, 0.80% or 1.50% of the
average daily net assets of the Fund's Class A or Class B shares, respectively,
through August 31, 1997. Any waivers or reimbursements will reduce the Fund's
total expenses. There can be no assurance that waivers or reimbursements will
continue after that time. The Fund understands that a Shareholder Servicing
Agent also may impose certain conditions on its customers, subject to the terms
of this Prospectus, in addition to or different from those imposed by the Fund,
such as requiring a higher minimum initial investment or payment of a separate
fee for additional services. Long-term shareholders of the Fund could pay more
in sales charges than the economic equivalent of the maximum front-end sales
charges applicable to mutual funds sold by members of the National Association
of Securities Dealers, Inc. ("NASD"). For more complete descriptions of the
various costs and expenses you can expect to incur as an investor in the Fund,
please see "Investing in the Fund -- How To Buy Shares" and "Management,
Distribution and Servicing Fees."

EXAMPLE OF EXPENSES is a hypothetical illustration of the expenses
associated with a $1,000 investment over stated periods, based on the expenses
in the above tables and an assumed annual rate of return of 5%. The rate of
return should not be considered an indication of actual or expected performance
of the Fund nor a representation of past or future expenses; actual expenses
and returns may be greater or lesser than those shown.

7
<PAGE> 105
FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial
Highlights in the annual financial statements for the fiscal period ended
September 30, 1995 for Pacifica Funds Trust's Intermediate Bond Fund, the
predecessor portfolio to the Fund. This information is provided to assist you
in evaluating the performance of each Fund since its commencement of
operations. The financial information for the period ended September 30, 1995
and for the years ended May 31, 1992 through May 31, 1995 were each audited by
former independent accountants to the predecessor portfolio. The financial
information and the reports for the period ended September 30, 1995 and the
year ended May 31, 1995 on such audits are incorporated by reference into the
SAI. The unaudited financial information and the related notes for the
six-month period ended March 31, 1996 also are incorporated by reference into
the SAI. This information should be read in conjunction with the predecessor
portfolio's related annual financial statements and notes thereto. Financial
information is not provided in connection with Class B shares because Class B
shares were not offered during the periods presented.

8
<PAGE> 106
For a share outstanding throughout the periods indicated:

INTERMEDIATE BOND FUND(1)
<TABLE>
<CAPTION>
SIX-MONTH PERIOD ENDED
PERIOD ENDED SEPT. 30,
MARCH 31, YEAR ENDED MAY 31,
---------------------------------------------------------------------------------------------
1996 1995(2) 1995 1994 1993 1992 1991 1990 1989
------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value--beginning of period $ 14.77 $ 14.36 $ 15.72 $ 15.69 $ 15.52 $ 15.08 $ 15.13 $ 15.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.30 0.91 0.99 1.17 1.14 1.25 1.26 1.22
Net realized and unrealized gain (0.01) 0.47 (0.90) 0.40 0.65 0.54 (0.05) 0.08
------- ------- ------- ------- ------- ------- ------- -------
(loss) or investments
Total income from investment 0.29 1.38 0.09 1.57 1.79 1.79 1.21 1.30
------- ------- ------- ------- ------- ------- ------- -------
operations
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS
Dividends from net (0.30) (0.97) (0.85) (1.04) (1.41) (1.25) (1.26) (1.17)
-------
investment income
Distributions from net (0.00) (0.00) (0.60) (0.50) (0.21) (0.10) -- --
------- ------- ------- ------- ------- ------- ------- -------
realized gain on
investments
Total dividends and (0.30) (0.97) (1.45) (1.54) (1.62) (1.35) (1.26) (1.17)
------- ------- ------- ------- ------- ------- ------- -------
distributions to
shareholders
Net asset value--end of $ 14.76 $ 14.77 $ 14.36 $ 15.72 $ 15.69 $ 15.52 $ 15.08 $ 15.13
======= ======= ======= ======= ======= ======= ======= =======
period
Total return (excluding 6.14% 10.13% 0.35% 10.42% 11.96% 12.36% 8.25% 9.07%
sales load)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000) $55,628 $56,087 $58,199 $61,207 $54,203 $54,074 $79,471 $74,002
Ratio of expenses to average 0.89% 0.81% 0.79% 0.76% 0.68% 0.66% 0.68% 0.69%
net assets
Ratio of net investment 5.94%(3 6.35% 5.33% 6.01% 7.14% 8.00% 8.25% 8.25%
income to average
net assets
Ratio of expenses to average 0.94%(3 0.85% 0.83% 0.79% 0.73% 0.71% 0.73% 0.74%
net assets without
fee waivers
Ratio of net investment 5.89%(3 6.31% 5.30% 5.98% 7.09% 7.95% 8.20% 8.20%
income to average
net assets without
fee waivers
Portfolio turnover rate(4) 54.02% 75.76% 162.91% 145.95% 101.91% 77.97% 31.58% 35.73%
</TABLE>

(1) The Fund commenced operations as the Bonds Plus Fund of Westcore Trust
from June 1, 1988, and was advised by First Interstate Bank of Oregon,
N.A. until the reorganization as a portfolio of Pacifica Funds Trust
on October 1, 1995, when First Interstate Capital Management, Inc.
("FICM") assumed investment advisory responsibilities. 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) Annualized.

(4) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the period ended September 30, 1995 were $12,757,969
and $9,531,336, respectively and for the six months ended March 31,
1996 were _________ and _____, respectively.

9
<PAGE> 107
HOW THE FUND WORKS

INVESTMENT OBJECTIVE AND POLICIES

INTERMEDIATE BOND FUND

The Intermediate Bond Fund seeks to provide investors with a high
level of current income consistent with the preservation of capital and
maintenance of liquidity. In pursuing its investment objective, the Fund may
invest in a broad range of corporate debt obligations such as fixed and
variable-rate bonds, zero coupon bonds, debentures, obligations convertible
into common stock and various types of demand instruments, obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities,
dollar-denominated debt obligations of foreign issuers, including foreign
corporations and foreign governments, and money market instruments. The Fund
is also permitted to acquire obligations issued by state and local governments
("municipal obligations"). The purchase of municipal obligations may be
advantageous when, as a result of prevailing economic, regulatory or other
circumstances, the yield of such securities, on a pre-tax basis, is comparable
to that of corporate or U.S. Government obligations. The Fund may also
purchase mortgage-backed and certain other asset-backed securities. During
normal market conditions, the Fund will maintain a dollar-weighted average
portfolio maturity between three and ten years.

In acquiring particular portfolio securities, the Advisor will
consider, among other things, historical yield relationships between corporate
and government bonds, intermarket yield relationships among various industry
sectors, current economic cycles and the attractiveness and creditworthiness of
particular issuers. Depending upon its analysis of these and other factors,
the Fund's holdings in issuers in particular industry sectors may be
overweighed when compared to the relative industry weightings in the Shearson
Lehman Brothers Intermediate Index or other recognized indexes.

The policy of the Fund is to invest at least 65% of the total value of
its assets in corporate and government bonds during normal market conditions.
Debt obligations acquired by the Fund will be investment grade at the time of
purchase--that is, obligations rated "AAA", "AA", "A" or "BBB" by Standard &
Poor's Ratings Group ("S&P") or "Aaa", "Aa", "A" or "Baa" by Moody's Investors
Service, Inc. ("Moody's"). Debt obligations may also be unrated but deemed by
the Investment Advisor to be comparable in quality to instruments that are so
rated. The Fund's dollar weighted average portfolio quality of the corporate
bond portion of the Fund's portfolio is expected to be "A" or better.
Obligations rated in the lowest of the top four rating categories ("Baa" by
Moody's or "BBB" by S&P) are considered to have speculative characteristics.
See the Appendix in the SAI for a description of applicable S&P and Moody's
debt ratings.

The Fund may also invest in obligations convertible into common
stocks, and may purchase common stocks, warrants or other rights to buy shares
if they are attached to a fixed income obligation. As a general matter,
however, the Fund will not invest in common stocks. Common stock received
through the conversion of convertible debt obligations will normally be sold in
an orderly manner as soon as possible. Up to 20% of the total assets of the
Fund may be invested directly in dollar-denominated debt obligations of foreign
issuers. These obligations may include obligations of foreign corporations as
well as investments in obligations of foreign governments and their political
subdivisions (which will be limited to direct government obligations and
government-guaranteed securities).

The Fund may also hold short-term U.S. Government obligations, money
market instruments, repurchase agreements, securities issued by other
investment companies within the limits prescribed by the Investment Company Act
of 1940, as amended (the "1940 Act"), and cash, pending investment, to meet
anticipated redemption requests or if, in the opinion of the Advisor, suitable
investments for a Fund are unavailable. Such investments may be made in such
proportions as, in the opinion of the Advisor, existing circumstances may
warrant, and may include obligations of foreign banks and foreign branches of
U.S. banks. For additional descriptions of the types of securities and
investment practices used by the Funds, see "Prospectus Appendix--Additional
Investment Policies."

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The Fund may also purchase zero-coupon bonds (i.e., discount debt
obligations that do not make periodic interest payments) which are subject to
greater market fluctuations from changing interest rates than debt obligations
of comparable maturities which make current distributions of interest.

The Fund may invest up to 20% of the value of its total assets in U.S.
dollar-denominated debt obligations of foreign issuers.

INVESTMENT RISKS

The price per share of the Fund will fluctuate with changes in value
of the investments held by the Fund. Shareholders of the Fund should,
therefore, expect the value of their shares to fluctuate with changes in the
value of the securities owned by the Fund.

The market value of the Fund's investment in fixed income securities
will change in response to changes in interest rates and the relative financial
strength of each issuer. During periods of falling interest rates, the value
of fixed income securities generally rises. Conversely, during periods of
rising interest rates the value of such securities generally declines. Debt
securities with longer maturities, which tend to produce higher yields, are
subject to potentially greater capital appreciation and depreciation than
obligations with shorter maturities. Changes in the financial strength of an
issuer or changes in the ratings of any particular security may also affect the
value of these investments. Fluctuations in the market value of fixed income
securities subsequent to their acquisition will not affect cash income from
such securities, but will be reflected in the Fund's net asset value.

Investing in the securities of issuers in any foreign country,
including American Depositary Receipts ("ADRs") and European Depositary
Receipts ("EDRs"), involves special risks and considerations not typically
associated with investing in U.S. companies. These include differences in
accounting, auditing and financial reporting standards; generally higher
commission rates on foreign portfolio transactions; the possibility of
nationalization, expropriation or confiscatory taxation; adverse changes in
investment or exchange control regulations (which may include suspension of the
ability to transfer currency from a country); and political instability which
could affect U.S. investments in foreign countries. Additionally, foreign
securities and dividends and interest payable on those securities may be
subject to foreign taxes, including taxes withheld from payments on those
securities. Foreign securities often trade with less frequency and volume than
domestic securities and, therefore, may exhibit greater price volatility.
Additional costs associated with an investment in foreign securities may
include higher custodial fees than apply to domestic custodial arrangements and
transaction costs of foreign currency conversions. Changes in foreign exchange
rates also will affect the value of securities denominated or quoted in
currencies other than the U.S. dollar. The Fund's objective may be affected
either unfavorably or favorably by fluctuations in the relative rates of
exchange between the currencies of different nations, by exchange control
regulations and by indigenous economic and political developments. See the SAI
for further information about foreign securities.

There is, of course, no assurance that the Fund will achieve its
investment objective or be successful in preventing or minimizing the risk of
loss that is inherent in investing in particular types of investment products.

PERFORMANCE

The performance of each class of shares of the Fund may be advertised
from time to time in terms of average annual total return, cumulative total
return and yield. Performance figures are based on historical results and are
not intended to indicate future performance.

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<PAGE> 109
hypothetical investment. Cumulative total return is calculated similarly, but
assumes the investment is at NAV and the total return is aggregated over the
relevant time period instead of annualized.

Because of differences in the fees and/or expenses borne by shares of
each class of the Fund, the performance figures on such shares can be expected,
at any given time, to vary from the performance figures for other classes of
the Fund. Performance figures are computed separately for each class of Fund
shares. The Fund's performance figures calculations may reflect waivers and/or
reimbursements that, if effective, would increase the yields and returns
payable to shareholders. Any fees that may be imposed by a Selling Agent or
Shareholder Servicing Agent directly on its customer accounts are not reflected
in the performance calculations. Any such fees, if charged, will reduce the
actual return received by customers on their investments.

THE FUND AND MANAGEMENT

The Fund is one fund of the Stagecoach Family of Funds. The Company
was organized as a Maryland corporation on September 9, 1991 and currently
offers shares of the following funds: Aggressive Growth, Arizona Tax-Free,
Asset Allocation, Balanced, California Tax-Free Bond, California Tax-Free
Income, California Tax-Free Money Market Mutual, Corporate Stock, Diversified
Income, Equity Value, Ginnie Mae, Government Money Market Mutual, Growth and
Income, Intermediate Bond, Money Market Mutual, Money Market Trust, National
Tax-Free, National Tax-Free Money Market Mutual, Oregon Tax-Free, Prime Money
Market Mutual, Short-Intermediate U.S. Government Income, Treasury Money Market
Mutual, and U.S. Government Allocation Funds. Each of the Company's funds,
except the California Tax-Free Income, Corporate Stock, Government Money Market
Mutual, Money Market Trust and Short-Intermediate U.S. Government Income Funds,
currently offer three classes of shares. The California Tax-Free Income and
Short-Intermediate U.S. Government Income Funds offer two classes of shares,
and the Corporate Stock, Government Money Market Mutual Fund and the Money
Market Trust offer a single class of shares. Each class of shares in a
fund represents an equal, proportionate interest in a fund with other shares of
the same class. Shareholders of each class bear their pro rata portion of the
fund's operating expenses, except for certain class-specific expenses (e.g.,
any state securities registration fees, shareholder servicing fees or
distribution fees that may be paid under Rule 12b-1) that are allocated to a
particular class. Please contact Stagecoach Shareholder Services at
1-800-222-8222 if you would like additional information about other funds or
classes of shares offered.

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policies. All shares of the Company have equal voting rights and will be voted
in the aggregate, rather than by series or class, unless otherwise required by
law (such as when the voting matter affects only one series or class). As a
Fund shareholder, you are entitled to one vote for each share you own and
fractional votes for fractional shares owned. A more detailed description of
the voting rights and attributes of the shares is contained under "Capital
Stock" in the SAI.

Wells Fargo Bank is the Fund's investment adviser, transfer and
dividend disbursing agent, and custodian. In addition, Wells Fargo Bank is a
Shareholder Servicing Agent of the Fund and a Selling Agent under a Selling
Agreement with the Fund's distributor. Wells Fargo Bank, one of the largest
banks in the United States, was founded in 1852 and is the oldest bank in the
western United States. As of April 1, 1996, Wells Fargo Bank and its
affiliates provided investment advisory services for approximately $56 billion
in assets of individuals, trusts, estates and institutions. Wells Fargo Bank
also serves as investment adviser to other separately managed funds (or the
master portfolio in which a fund invests) of the Company, and as investment
adviser or sub-adviser to separately managed funds of five other registered,
open-end, management investment companies. Wells Fargo Bank, a wholly owned
subsidiary of Wells Fargo & Company, is located at 420 Montgomery Street, San
Francisco, California 94104.

Prior to its acquisition by Wells Fargo & Company on April 1, 1996,
Wells Fargo Investment Management, Inc. ("WFIM") (formerly, First Interstate
Capital Management, Inc.) served as investment adviser to the predecessor
portfolios. WFIM, a wholly-owned subsidiary of Wells Fargo & Company, is
located at 444 Market Street, San Francisco, California 94163. Prior to
October 1, 1995, First Interstate Bank of Oregon, N.A, a subsidiary of First
Interstate Bancorp and an affiliate of First Interstate Capital Management,
Inc., served as investment adviser to the predecessor portfolio.

Ms. Tamyra Thomas assumed responsibility as a co-portfolio manager for
the day-to-day management of the bond portion of the Stagecoach Intermediate
Bond Fund as of the commencement of operations of the Fund. She is a Senior
Vice-President and the Chief Fixed Income Investment Officer of the Investment
Management Group of Wells Fargo Bank. She is also Chair of the Investment
Management Group Policy Committee. Ms. Thomas has managed bond portfolios for
over a decade. She currently manages in excess of $1 billion of long-term
taxable bond portfolios for various foundations, defined benefit plans and
other clients. Prior to joining Wells Fargo Bank in early 1988, she held a
number of senior investment positions for the Valley Bank & Trust Company of
Utah including Vice-President and Manager of the Investment Department and
Chairman of the Trust Investment Committee. She holds a B.S. degree from the
University of Utah and was past president of the Utah Bond Club. Ms. Thomas is
a chartered financial analyst.

Mr. Scott Smith assumed responsibility as a co-portfolio manager for
the day-to-day management of the Stagecoach Intermediate Bond Fund as of the
commencement of operations of the Fund. He joined Wells Fargo Bank in 1988 as
a taxable money market portfolio specialist. Currently, Mr. Smith holds the
position of liquidity management specialist/portfolio manager with Wells Fargo
Bank. His experience includes a position with a private money management firm
with mutual fund investment operations. Mr. Smith holds a B.A. degree from the
University of San Diego and is a chartered financial analyst.

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<PAGE> 111
Stephens is the Fund's sponsor and administrator and distributes the
Fund's shares. Stephens is a full service broker/dealer and investment
advisory firm located at 111 Center Street, Little Rock, Arkansas 72201.
Stephens and its predecessor have been providing securities and investment
services for more than 60 years. Additionally, they have been providing
discretionary portfolio management services since 1983. Stephens currently
manages investment portfolios for pension and profit sharing plans, individual
investors, foundations, insurance companies and university endowments.

INVESTING IN THE FUND

OPENING AN ACCOUNT

To invest in the Fund through tax-deferred retirement plans through
which the Fund is available, please contact a Shareholder Servicing Agent or a
Selling Agent to receive information and the required separate application.
See "Tax-Deferred Retirement Plans" below.

SHARE VALUE

The value of a share is its "net asset value" or NAV. Wells Fargo
Bank calculates the NAV of each class of shares of the Fund each Business Day
(as defined below) as of the close of regular trading on the NYSE (referred to
hereinafter as "the close of the NYSE"), which is currently 1:00 p.m. (Pacific
time). The NAV of a share of each class of the Fund is determined by dividing
the total net assets attributable to a class (i.e., the value of the Fund's
portfolio investments and cash and other assets allocable to the class, less
the liabilities) by the number of outstanding shares of that class. The value
of the net assets per class is determined daily by adjusting the net assets per
class at the beginning of the day by the value of each class's shareholder
activity, net investment income and net realized and unrealized gains or losses
for that day. Net investment income is calculated each day for each class by
attributing to each class a pro rata share of daily income and common expenses,
and by assigning class-specific expenses to each class as appropriate. The NAV
of a share of each class is expected to fluctuate daily.

Shares may be purchased on any day the Fund is open for business. The
Fund is open for business each day the New York Stock Exchange ("NYSE") is open
for trading (a "Business Day"). Currently, the NYSE is closed on New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (each a "Holiday"). When any Holiday falls
on a weekend, the NYSE is closed on the weekday immediately before or after
such Holiday.

Except for debt obligations with remaining maturities of 60 days or
less, which are valued at amortized cost, the Fund's other assets are valued at
current market prices, or if such prices are not readily available, at fair

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<PAGE> 112
value as determined in good faith by the Company's Board of Directors. Prices
used for such valuations may be provided by independent pricing services.

HOW TO BUY SHARES

Class A and Class B shares of the Fund are offered continuously at the
applicable offering price (the NAV plus any applicable sales charge) next
determined after a purchase order is received in the form specified for the
purchase method being used, as described in the following sections.

Payment for shares purchased through a Selling Agent (as defined
below) is not due from the Selling Agent until the settlement date, normally
three Business Days after the order is placed. It is the responsibility of the
Selling Agent to forward payment for shares being purchased to the Fund
promptly. Payment must accompany orders placed directly through the Transfer
Agent.

Payments for shares of each class of the Fund are invested in full and
fractional shares of the Fund at the applicable offering price. If shares are
purchased by a check which does not clear, the Company reserves the right to
cancel the purchase and hold the investor responsible for any losses or fees
incurred. In addition, the Fund may hold payment on any redemption until
reasonably satisfied that your investments made by check have been collected
(which may take up to 10 days). The Company reserves the right to reject any
purchase order or suspend sales at any time.

The minimum initial investment is generally $1,000. The minimum investment
amounts, however are $100 through the AutoSaver Plan (described below) and $250
for any tax-deferred retirement account for which Wells Fargo Bank serves as
trustee or custodian under a prototype trust approved by the Internal Revenue
Service ("IRS") (a "Plan Account"). Generally all subsequent investments must
be made in amounts of $100 or more. Where Fund shares are acquired in exchange
for shares of another fund in the Stagecoach Family of Funds, the minimum
initial investment amount applicable to the shares being exchanged generally
carries over. If the value of your investment in shares of the fund from which
you are exchanging has been reduced below the minimum initial investment amount
by changes in market conditions or sales charges (and not by redemptions), you
may carry over the lesser amount into the Fund. Plan Accounts that invest in
the Fund through Wells Fargo ExpressInvest(TM) (available to certain Wells
Fargo tax-deferred retirement plans) are not subject to the minimum initial or
subsequent investment amount requirements. In addition, the minimum initial or
subsequent purchase amount requirements may be waived or lowered for
investments effected on a group basis by certain entities and their employees,
such as pursuant to a payroll deduction or other accumulation plan. If you
have questions regarding purchases of shares or ExpressInvest, please call
1-800-222-8222 or contact a Shareholder Servicing Agent or Selling Agent (as
defined below). For additional information on tax-deferred accounts, please
refer to "Investing in the Fund -- Tax-Deferred Retirement Plans" or contact a
Shareholder Servicing Agent or Selling Agent.

SALES CHARGES

Set forth below is a Front-end Sales Charge Schedule listing the
front-end sales charges applicable to purchases of Class A shares of the Fund.
As shown below, reductions in the rate of front-end sales charges ("Volume
Discounts") are available as you purchase additional Class A shares
(contingent-deferred sales charges applicable to Class B shares are described
below). You should consider the front-end sales charge information set forth
below and the other information contained in this Prospectus when making your
investment decisions.

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<PAGE> 113
FRONT-END SALES CHARGE SCHEDULE--
CLASS A SHARES

The Fund's Class B shares are not subject to front-end sales charges.
Class B shares that are redeemed within one, two, three or four years from the
receipt of a purchase order affecting such shares are subject to a contingent-
deferred sales charge equal to 3.00%, 2.00%, 1.00% or 1.00%, respectively, of
the dollar amount equal to the lesser of the NAV at the time of purchase of the
shares being redeemed or the NAV of such shares at the time of redemption (the
"NAV Amount"). See "Investing in the Fund--Contingent Deferred Sales
Charges--Class B Shares."

REDUCED SALES CHARGE--CLASS A SHARES

Volume Discounts

Right of Accumulation

The Right of Accumulation allows you to combine the amount you invest
in the Fund's Class A shares with the total NAV of Class A shares in other Load
Funds to determine reduced front-end sales charges in accordance with the above
Front-end Sales Charge Schedule. In addition, you also may combine the total
NAV of Class A shares that you currently have invested in any other mutual fund
that assesses a front-end sales charge and is advised or sub-advised by Wells
Fargo Bank and sponsored by Stephens. For example, if you own Class A shares
of the Load Funds with an aggregate NAV of $90,000 and you invest an additional
$20,000 in Class A shares of a Load Fund, the front-end sales charge on the
additional $20,000 investment would be 3.50% of the offering price. To obtain
such a discount, you must provide sufficient information at the time of your
purchase to verify that your purchase qualifies for the reduced front-end sales
charge. Confirmation of the order is subject to such verification. The Right
of Accumulation may be modified or discontinued at any time without prior
notice on all subsequent shares purchased.

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Letter of Intent

A Letter of Intent allows you to purchase the Fund's Class A shares
over a 13-month period at a reduced front-end sales charge based on the total
amount of Class A shares you intend to purchase plus the total NAV of Class A
shares in any of the Load Funds you already own. Each investment in Class A
shares that you make during the period may be made at the reduced front-end
sales charge that is applicable to the total amount you intend to invest. If
you do not invest the total amount within the period, you must pay the
difference between the higher front-end sales charge rate that would have been
applicable to the purchases you made and the reduced front-end sales charge
rate you have paid. The minimum initial investment for a Letter of Intent is
5% of the total amount you intend to purchase, as specified in the Letter.
Class A shares of the Fund equal to 5% of the amount you intend to invest will
be held in escrow and, if you do not pay the difference within 20 days
following the mailing of a request, a sufficient amount of escrowed shares will
be redeemed for payment of the additional front-end sales charge. Dividends
and capital gains paid on the Class A shares held in escrow are reinvested in
additional Class A shares of the Fund.

Reinvestment

You may reinvest proceeds from a redemption of the Fund's Class A
shares in Class A shares of the Fund or in shares of another of the Company's
funds registered in your state of residence at NAV, without payment of a
front-end sales charge, within 120 days after your redemption. However, if the
other investment portfolio charges a front-end sales charge that is higher than
the one you have paid in connection with the shares you have redeemed, you must
pay the difference between the dollar amount of the two front-end sales
charges. You may reinvest at this NAV price up to the total amount of the
redemption proceeds. A written purchase order for the shares must be delivered
to the Company, a Selling Agent, a Shareholder Servicing Agent, or the Transfer
Agent at the time of reinvestment.

If you realized a gain on your redemption, your reinvestment would not
alter the amount of any federal capital gains tax you pay on the gain. If you
realized a loss on your redemption, your reinvestment may cause some or all of
the loss to be disallowed as a tax deduction, depending on the number of shares
you purchase by reinvestment and the period of time that elapses after the
redemption, although for tax purposes, the amount disallowed is added to the
cost of the shares you acquire upon the reinvestment.

Reductions for Families or Fiduciaries

Waivers for Investments of Proceeds From Other Investments

Purchases may be made at NAV, without payment of a front-end sales
charge, to the extent that: (i) you are investing proceeds from a redemption of
(a) shares of another open-end investment company or (b) units of a unit
investment trust sold through Wells Fargo Securities, Inc., (ii) on which you
paid a front-end sales charge, and (iii) such redemption occurred within thirty
(30) days prior to the date of the purchase order. You must notify the Fund
and/or the Transfer Agent at the time you place such purchase order of your
eligibility for the waiver of front-end sales charges and provide satisfactory
evidence thereof (e.g., a confirmation of the redemption and the sales charges
paid). Such purchases may not be made at net asset value to the extent the
proceeds are from a redemption of shares of another open-end investment company
that is affiliated with the Company on which you paid a contingent-deferred
sales charge upon redemption.

Reductions for Qualified Groups

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<PAGE> 115
acquiring Fund shares at a reduced sales charge, and the "related parties" of
such company. For purposes of this paragraph, a "related party" of a company
is: (i) any individual or other company who directly or indirectly owns,
controls or has the power to vote 5% percent or more of the outstanding voting
securities of such company; (ii) any other company of which such company
directly or indirectly owns, controls or has the power to vote 5% or more of
its outstanding voting securities; (iii) any other company under common control
with such company; (iv) any executive officer, director or partner of such
company or of a related party; and (v) any partnership of which such company is
a partner. Investors seeking to rely on their membership in a qualified group
to purchase shares at a reduced sales load must provide evidence satisfactory
to the Transfer Agent of the existence of a bona fide qualified group and their
membership therein.

Waivers for Certain Parties

The Fund's Class A shares may be purchased at NAV, without payment of
a front-end sales charge, by directors, officers and employees (and their
spouses, parents, children and siblings) of the Company, Stephens, its
affiliates and Selling Agents. The Fund's Class A shares also may be purchased
at NAV, without payment of a front-end sales charge, by present and retired
directors, officers and employees (and their spouses, parents, children and
siblings) of Wells Fargo Bank and its affiliates. The Fund's Class A shares
also may be purchased at NAV, without a front-end sales charge, by employee
benefit and thrift plans for such persons and by any investment advisory, trust
or other fiduciary account, including a Plan Account, that is maintained,
managed or advised by Wells Fargo Bank or its affiliates. In addition, you may
purchase Class A shares at NAV, without payment of a front-end sales charge,
with proceeds from a required minimum distribution from any Individual
Retirement Account ("IRA"), Simplified Employee Pension Plan or other
self-directed retirement plan for which Wells Fargo Bank serves as trustee,
provided that the proceeds are invested in the Fund within 30 days of such
distribution and such distribution is required as a result of reaching
age 70 1/2.

CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES

The Fund's Class B shares are not subject to front-end sales charges
but may be subject to contingent-deferred sales charges. Class B shares that
are redeemed within one, two, three or four years from the receipt of a
purchase order for such shares are subject to a contingent-deferred sales
charge equal to 3.00%, 2.00%, 1.00% and 1.00%, respectively, of the dollar
amount equal to the lesser of the NAV at the time of purchase of the shares
being redeemed or the NAV of such shares at the time of redemption. Contingent
deferred sales charges are not imposed on amounts representing increases in NAV
above the NAV at the time of purchase and are not assessed on Class B shares
purchased through reinvestment of dividends or capital gains distributions.
Class B shares automatically convert into Class A shares of the same Fund six
years after the end of the month in which such Class B shares were acquired.

Contingent deferred sales charges are waived on redemptions of the
Fund's Class B shares (i) following the death or disability (as defined in the
Internal Revenue Code of 1986, as amended (the "Code")) of a shareholder, (ii)
to the extent that the redemption represents a minimum required distribution
from an IRA or other retirement plan to a shareholder who has reached age 70
1/2, (iii) effected pursuant to the Company's right to liquidate a
shareholder's account if the aggregate NAV of the shareholder's account is less
than the minimum account size, or (iv) in connection with the combination of
the Company with any other registered investment company by a merger,
acquisition of assets, or by any other transaction.

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<PAGE> 116
In deciding whether to purchase Class A or Class B shares, you should
compare the fees assessed on Class A shares (including front-end sales charges)
against those assessed on Class B shares (including potential contingent-
deferred sales charges and higher Rule 12b-1 fees than Class A shares) in light
of the amount to be invested and the anticipated time that the shares will be
owned. If your purchase amount would qualify you for a reduced sales charge on
Class A shares, you should consider carefully whether you would pay lower fees
ultimately on Class A or Class B shares. See "Investing In The Fund--Sales
Charges" for information on reduced sales charges for Class A shares.

You may buy Fund shares on any Business Day by any of the methods
described below. The Company reserves the right to reject any purchase order
or suspend sales at any time. Payment for orders that are not received is
returned after prompt inquiry. The issuance of shares is recorded on the
Company's books, and share certificates are not issued.

INITIAL PURCHASE BY WIRE

1. Complete an Account Application.

2. Instruct the wiring bank to transmit the specified amount in federal
funds to:

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

4. Share purchases are effected at the public offering price or, in the
case of Class B shares, at the NAV next determined after the Account
Application is received and accepted.

INITIAL PURCHASES BY MAIL

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

2. Mail the Account Application and a check for $1,000 or more payable to
"Stagecoach Funds (Name of Fund) (designate Class A or B)" to the
address set forth in "Initial Purchases by Wire."

3. Share purchases are effected at the public offering price or, in the
case of Class B shares, at the NAV next determined after the Account
Application is received and accepted.

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AUTOSAVER PLAN PURCHASES

The Company's AutoSaver Plan provides you with a convenient way to
establish and automatically add to your Fund account on a monthly basis. To
participate in the AutoSaver Plan, you must specify an amount ($100 or more) to
be withdrawn automatically by the Transfer Agent on a monthly basis from an
account with a bank that is designated in your Account Application and that is
approved by the Transfer Agent ("Approved Bank"). Wells Fargo Bank is an
Approved Bank. The Transfer Agent withdraws and uses this amount to purchase
specified shares of the designated Fund and class on your behalf each month on
or about the day that you have selected, or, if you have not selected a day, on
or about the 20th day of each month. The Transfer Agent requires a minimum of
ten (10) Business Days to implement your AutoSaver Plan purchases or to process
your request to change the day on which the AutoSaver purchase is processed.
There are no separate fees charged to you by the Fund for participating in the
AutoSaver Plan.

TAX-DEFERRED RETIREMENT PLANS

You may be entitled to invest in the Intermediate Bond Fund through a
Plan Account or other tax-deferred retirement plan. Contact a Shareholder
Servicing Agent or a Selling Agent (such as Wells Fargo Bank) for materials
describing Plan Accounts available through it, and the benefits, provisions,
and fees of such Plan Accounts. The minimum initial investment amount for Fund
shares acquired through a Plan Account is $250 (the minimum initial investment
is not applicable if you participate in ExpressInvest(TM) through a Plan
Account).

Pursuant to the Code, individuals who are not active participants (and
who do not have a spouse who is an active participant) in certain types of
retirement plans ("qualified retirement plans") may deduct contributions to an
IRA, up to specified limits. Investment earnings in the IRA will be
tax-deferred until withdrawn, at which time the individual may be in a lower
tax bracket.

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planning. Investors should consult their tax advisors with respect to their
specific tax situations as well as with respect to state and local taxes.
Further federal tax information is contained under the heading "Taxes" in this
Prospectus and in the SAI.

ADDITIONAL PURCHASES

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

PURCHASES THROUGH SELLING AGENTS

You may place a purchase order for Fund shares through a broker/dealer
or financial institution that has entered into a Selling Agreement with
Stephens, as the Fund's Distributor ("Selling Agent"). If your order is placed
by the close of the NYSE, the purchase order is executed on the same day if the
order is received by the Transfer Agent before the close of business. If your
purchase order is received by a Selling Agent after the close of the NYSE or by
the Transfer Agent after the close of business, then your purchase order is
executed on the next Business Day after the day your order is placed. The
Selling Agent is responsible for the prompt transmission of your purchase order
to the Fund. Because payment for shares of the Fund is not due until
settlement date, the Selling Agent might benefit from the temporary use of your
payment. A financial institution that acts as a Selling Agent, Shareholder
Servicing Agent or in certain other capacities may be required to register as a
dealer pursuant to applicable state securities laws, which may differ from
federal law and any interpretations expressed herein.

PURCHASES THROUGH SHAREHOLDER SERVICING AGENTS

Purchase orders for Fund shares may be transmitted to the Transfer
Agent through any entity that has entered into a Shareholder Servicing
Agreement with the Fund ("Shareholder Servicing Agent"), such as Wells Fargo
Bank. See "Management, Distribution and Servicing Fees--Shareholder Servicing
Agent." A Shareholder Servicing Agent may transmit your purchase order to the
Transfer Agent, including a purchase order for which payment is to be
transferred from your Approved Bank account or wired from a financial
institution. If your order is transmitted by a Shareholder Servicing Agent on
your behalf to the Transfer Agent before the close of the NYSE, the purchase
order is executed on the same day. If your Shareholder Servicing Agent
transmits your purchase order to the Transfer Agent after the close of the
NYSE, then your order is executed on the next Business Day after the day your
order is received. The Shareholder Servicing Agent is responsible for the
prompt transmission of your purchase order to the Transfer Agent.

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STATEMENTS AND REPORTS

The Fund, or a Shareholder Servicing Agent on its behalf, will
typically send you a confirmation or statement of your account after every
transaction that affects your share balance or your Fund account registration.
The Fund does not issue share certificates. A statement with tax information
will be mailed to you by January 31 of each year and also will be filed with
the IRS. At least twice a year, you will receive financial statements.

DIVIDENDS

The Fund intends to declare and pay dividends on a monthly basis. The
Fund intends to distribute any capital gains at least annually. You have
several options for receiving dividends and capital-gain distributions. They
are discussed under "Additional Shareholder Services--Dividend and Distribution
Options" below.

Dividends for a Saturday, Sunday or Holiday are declared payable to
shareholders of record as of the preceding Business Day.

If you redeem shares before the dividend payment date, any dividends
credited to you are paid on the following dividend payment date unless you have
redeemed all shares in your account, in which case you will receive your
accrued dividends together with your redemption proceeds.

HOW TO REDEEM SHARES

You may redeem Fund shares on any Business Day. Your shares are
redeemed at the NAV per share next calculated after the Fund has received your
redemption request in proper form. Redemption proceeds may be more or less than
the amount invested and, therefore, a redemption may result in a gain or loss
for federal and state income tax purposes. The Fund ordinarily remits
redemption proceeds, net of any contingent-deferred sales charge applicable to
Class B shares (the "net redemption proceeds"), within seven days after your
redemption order is received in proper form, unless the SEC permits a longer
period under extraordinary circumstances. Such extraordinary circumstances
could include a period during which an emergency exists as a result of which
(a) disposal by the Fund of securities owned by it is not reasonably
practicable or (b) it is not reasonably practicable for the Fund fairly to
determine the value of its net assets, or a period during which the SEC by
order permits deferral of redemptions for the protection of the security
holders of the Fund. In addition, the Fund may hold payment on your
redemptions until reasonably satisfied that your investments made by check have
been collected (which can take up to 10 days from the purchase date). To
ensure acceptance of your redemption request, please follow the procedures
described below. In addition, the Fund reserves the right to impose charge for
wiring redemption proceeds.

All redemptions of shares generally are made in cash, except
that the commitment to redeem shares in cash extends only to redemption
requests made by each Fund shareholder during any 90-day period of up to the
lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of
such period. This commitment is irrevocable without the prior approval of the
SEC and is a fundamental policy of the Fund that may not be changed without
shareholder approval. In the case of redemption request by shareholders in
excess of such amounts, the Board of Directors reserves the right to have the
Fund make payment, in whole or in part, in securities or other assets, in case
of an emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage costs in converting such securities to cash.

Due to the high cost of maintaining Fund accounts with small balances,
the Fund reserves the right to close your account and send you the proceeds if
the balance falls below the applicable minimum balance because of a redemption
(including a redemption of shares of the Fund after an investor has made only
the applicable minimum initial investment). However, you will be given 30
days' notice to make an additional investment to increase your account balance
to the required minimum balance. Plan Accounts are not subject to minimum Fund
account balance requirements. For a discussion of applicable minimum balance
requirements, see "Investing in the Fund--How To Buy Shares."

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REDEMPTIONS BY TELEPHONE

REDEMPTIONS BY MAIL

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

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

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

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

EXPEDITED REDEMPTIONS BY MAIL OR TELEPHONE

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

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

Upon request, net redemption proceeds of your expedited redemptions of
$5,000 or more will be wired or credited to your designated Approved Bank
account or wired to the Selling Agent designated in your Account Application.
The Company reserves the right to impose a charge for wiring redemption
proceeds. When proceeds of your expedited redemption are to be paid to someone
else, to an address other than that of record, or to an Approved Bank account
or Selling Agent that you have not predesignated in your Account Application,
your

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expedited redemption request must be made by letter and the signature(s) on the
letter may be required to be guaranteed, regardless of the amount of the
redemption. If your expedited redemption request is received by the Transfer
Agent by the close of the NYSE on a Business Day, your redemption proceeds are
transmitted to your designated Approved Bank account or Selling Agent on the
next Business Day (assuming your investment check has cleared as described
above), absent extraordinary circumstances. Extraordinary circumstances could
include those described above as potentially delaying redemptions and also
could include situations involving an unusually heavy volume of wire transfer
orders on a national or regional basis or communication or transmittal delays
that could cause a brief delay in the wiring or crediting of funds. A check
for net redemption proceeds of less than $5,000 is mailed to your address of
record or, at your election, credited to your designated Approved Bank account.

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

SYSTEMATIC WITHDRAWAL PLAN

The Company's Systematic Withdrawal Plan provides you with a
convenient way to have Fund shares redeemed from your account and the net
redemption proceeds distributed to you on a monthly basis. You may participate
in the Systematic Withdrawal Plan only if you have a Fund account valued at
$10,000 or more as of the date of your election to participate, your dividends
and capital gain distributions are being reinvested automatically and you are
not participating in the AutoSaver Plan at any time while participating in the
Systematic Withdrawal Plan. You specify an amount ($100 or more) to be
distributed by check to your address of record or deposited in your designated
Approved Bank account. The Transfer Agent redeems sufficient shares and mails
or deposits your net redemption proceeds as instructed on or about the fifth
Business Day prior to the end of each month. There are no separate fees
charged to you by the Fund for participating in the Systematic Withdrawal Plan.
However, you should not participate in the Systematic Withdrawal Plan if you
also are purchasing shares of a Fund that are subject to a front-end sales
charges.

It may take up to ten (10) days after receipt of your request to
establish your participation in the Systematic Withdrawal Plan. You may change
your withdrawal amount, suspend withdrawals or terminate your election at any
time by notifying the Transfer Agent at least five (5) Business Days prior to
any scheduled transaction. Your participation in the Systematic Withdrawal
Plan is terminated automatically if your Fund account is closed or, in some
cases, if your Approved Account is closed.

REDEMPTIONS THROUGH SELLING AGENTS

If your redemption order is received by a Selling Agent before the
close of the NYSE and received by the Transfer Agent before the close of
business on the same day, the order is executed at the NAV determined as of the
close of the NYSE on that day. If your redemption order is received by a
Selling Agent after the close of the NYSE, or is not received by the Transfer
Agent prior to the close of business, your order is executed at the NAV
determined as of the close of the NYSE on the next Business Day. The Selling
Agent is responsible for the prompt transmission of your redemption order to
the Fund.

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

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REDEMPTIONS THROUGH SHAREHOLDER SERVICING AGENTS

You may request a redemption of Fund shares through your Shareholder
Servicing Agent. Any redemption request made by telephone through your
Shareholder Servicing Agent must redeem shares with a total value equal to $100
or more. If your redemption order is transmitted by the Shareholder Servicing
Agent on your behalf to the Transfer Agent before the close of the NYSE, the
redemption order is executed at the NAV determined as of the close of the NYSE
on that day. If your Shareholder Servicing Agent transmits your redemption
order to the Transfer Agent after the close of the NYSE, then your order is
executed on the next Business Day after the date your order is received. The
Shareholder Servicing Agent is responsible for the prompt transmission of your
redemption order to the Fund.

Unless you have made other arrangements with your Shareholder
Servicing Agent, and the Transfer Agent has been informed of such arrangements,
net redemption proceeds of a redemption order made by you through your
Shareholder Servicing Agent are credited to your designated Approved Bank
account. If no such account is designated, a check for the net redemption
proceeds is mailed to your address of record or, if such address is no longer
valid, the net redemption proceeds is credited to your account with your
Shareholder Servicing Agent or to another account designated in your agreement
with your Shareholder Servicing Agent. The Shareholder Servicing Agent may
charge you a service fee. In addition, it may benefit from the use of your
redemption proceeds until any check it issues for you has cleared or until such
proceeds have been disbursed or reinvested on your behalf.

ADDITIONAL SHAREHOLDER SERVICES

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

DIVIDEND AND DISTRIBUTION OPTIONS

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

A. The AUTOMATIC REINVESTMENT OPTION provides for the reinvestment of
your dividends and capital gain distributions in additional shares of the same
class of the Fund that paid such dividends or capital gain distributions.
Dividends and distributions declared in a month generally are reinvested in
additional shares at NAV on the last Business Day of such month. You are
assigned this option automatically if you make no choice on your Account
Application.

B. The FUND PURCHASE OPTION lets you use your dividends and/or capital
gain distributions from the Fund to purchase, at NAV, shares of another fund in
the Stagecoach Family of Funds with which you have an established account that
has met the applicable minimum initial investment requirement. Dividends and
distributions paid on Class A or Class B shares may be invested in Class A or
Class B shares, respectively, of another fund, in Retail shares of another
fund, in Class A shares of the Money Market Mutual, Prime Money Market Mutual,
Government Money Market Mutual, Treasury Money Market Mutual or National
Tax-Free Money Market Mutual Funds or in shares of the California Tax-Free
Money Market Mutual Fund (the California Tax-Free Money Market Mutual, National
Tax-Free Money Market Mutual and the Money Market Mutual Funds are,
collectively the "Money Market Mutual Funds"). Dividends and distributions
paid on Class A shares may also be invested in shares of a non-money market
fund with a single class of shares (a "single class fund"). Dividends and
distributions paid on Class B shares may not be invested in shares of a single
class fund.

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<PAGE> 123
C. The AUTOMATIC CLEARING HOUSE Option permits you to have dividends and
capital gain distributions deposited in your designated Approved Bank account.
In the event your Approved Bank Account is closed, and such distribution is
returned to the Funds' dividend disbursing agent, the distribution will be
reinvested in your Fund account at the NAV next determined after the
distribution has been returned. Your Automatic Clearing House Option will be
converted to the Automatic Reinvestment Option.

D. The CHECK PAYMENT OPTION lets you receive a check for all dividends
and/or capital gain distributions, which generally is mailed either to your
designated address or your Approved Bank Account shortly following declaration.
If the U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, those checks will be reinvested in your Fund account
at the NAV next determined after the earlier of the date the checks have been
returned to the dividend disbursing agent or the date six months after the
payment of such dividend or distribution. Your Check payment Option will be
converted to the Automatic Reinvestment Option.

The Company forwards moneys to the dividend disbursing agent so that it
may issue you dividend checks under the Check Payment Option. The dividend
disbursing agent may benefit from the temporary use of such moneys until these
checks clear. The Company takes reasonable efforts to locate investors whose
checks are returned or uncashed after six months.

EXCHANGE PRIVILEGE

Wells Fargo Bank advises a variety of other funds, each with its own
investment objective and policies. The exchange privilege is a convenient way
for you to buy shares in the other funds of the Stagecoach Family of Funds that
are registered in your state of residence and allows you to respond to changes
in your investment and savings goals or in market conditions. Class A and
Class B shares of each Fund may be exchanged for Class A or Class B shares,
respectively, of another fund, for Class A shares of the Money Market Mutual,
Prime Money Market Mutual, Government Money Market Mutual, Treasury Money
Market Mutual or National Tax-Free Money Market Mutual Funds or for shares of
the California Tax-Free Money Market Mutual Fund. Class A shares may also be
exchanged for shares of a single class fund or for Retail Class shares of
another fund.

Before making an exchange from the Fund into another fund of the
Stagecoach Family of Funds, please observe the following:

o Obtain and carefully read the prospectus of the fund into
which you want to exchange.

o The dollar amount of shares you exchange must meet the minimum
initial and/or subsequent investment amounts of the other fund
from which you are exchanging. If the value of your
investment in the shares of the Fund from which are exchanging
has been reduced below the

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<PAGE> 124
minimum initial investment amount by changes in market
conditions or sales charges (and not by redemption), you may
carry over the lesser amount into the shares you acquire.

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

o If you exchange Class B shares for Class B shares of another
fund, Class A shares of the Money Market Mutual, Prime Money
Market Mutual, Government Money Market Mutual, Treasury Money
Market Mutual or National Tax-Free Money Market Mutual Funds
or shares of the California Tax-Free Money Market Mutual Fund,
any remaining period of time that the contingent-deferred
sales charge applicable to such shares is in effect is
computed from the time of initial purchase of the previously
held shares. For example, if you exchange a Fund's Class B
shares for shares of the National Tax-Free Money Market Mutual
Fund and redeem those shares of the National Tax-Free Money
Market Mutual Fund within four years of the initial purchase
of the exchanged Class B shares, you will be required to pay a
contingent-deferred sales charge equal to the charge that
would have been applicable if you had redeemed the original
Class B shares at that time.

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

CONVERSION

Any Class B shares of the Fund that have been outstanding for six
years after the end of the month in which the shares were initially purchased
automatically convert to the Fund's Class A shares and, consequently, will no
longer be subject to the higher Rule 12b-1 fees applicable to Class B shares of
the Fund. Such conversion is effected on the basis of the relative NAV of the
two classes, without the imposition of any sales charge or other charge except
that the lower Rule 12b-1 fees applicable to Class A shares shall thereafter be
applied to such converted shares. Because the per share NAV of the Class A
shares may be higher than that of the Class B shares at the time of conversion,
a shareholder may receive fewer Class A shares than the number of Class B
shares

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<PAGE> 125
converted, although the dollar value will be the same. Reinvestments of
dividends and distributions in Class B shares are considered new purchases for
purposes of the conversion feature. A conversion should not provide a gain or
loss for federal income tax purposes.

If a shareholder effects one or more exchanges among Class B shares of
any Fund, Class A shares of the Money Market Mutual or National Tax-Free Money
Market Mutual Funds or shares of the California Tax-Free Money Market Mutual
Fund during the six-year period and exchanges back into Class B shares, the
holding period for the shares so exchanged is counted toward the six-year
period and any Class B shares held at the end of six years are converted into
Class A shares.

MANAGEMENT, DISTRIBUTION AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of
Directors, Wells Fargo Bank, as the Fund's adviser, provides investment
guidance and policy direction in connection with the management of the Fund's
assets. The adviser also furnishes the Board of Directors with periodic
reports on the Fund's investment strategy and performance. For these services,
the adviser is entitled to a monthly investment advisory fees at the annual
rates of 0.50% of the Fund's average daily net assets. From time to time, the
adviser may waive all or some of its advisory fees. Any such waiver will
reduce expenses of the Fund and, accordingly, have a favorable impact on the
Fund's yield and total return. From time to time, the Fund, consistent with
its investment objective, policies and restrictions, may invest in securities
of companies with which Wells Fargo Bank has a lending relationship. For the
fiscal period ended September 30, 1995, the predecessor portfolio paid advisory
fees at the annual rate of 0.50% of the portfolio's average daily net assets to
First Interstate Capital Management ("FICM"), 7501 E. McCormick Parkway,
Scottsdale, Arizona, which served as investment adviser to the predecessor
portfolio. FICM was an indirect, wholly owned subsidiary of First Interstate
Bancorp.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Fund's custodian and transfer and
dividend disbursing agent. Under the Custody Agreement, the Fund may, at
times, borrow money from Wells Fargo Bank as needed to satisfy temporary
liquidity needs. Wells Fargo Bank charges interest on such overdrafts at a
rate determined pursuant to the Fund's Custody Agreement. Wells Fargo Bank
performs its custodial and transfer and dividend disbursing agency services at
525 Market Street, San Francisco, California 94105.

SHAREHOLDER SERVICING AGENT

The Fund has entered into a Shareholder Servicing Agreement with Wells
Fargo Bank, on behalf of each class of Fund shares, and may enter into similar
agreements with other entities. Under such an agreement, a Shareholder
Servicing Agent (including Wells Fargo Bank) agrees to perform, as agent for
their customers, various administrative services, such as: aggregating and
placing purchases, redemption and exchange transactions; maintaining
shareholder accounts and records; and providing such other related services as
the Company or a shareholder may reasonably request. For these services, a
Shareholder Servicing Agent is entitled to receive a fee, at the annual rate of
up to 0.25% of the average daily net assets attributable to the Class A or
Class B shares, as the case may be, for which payment is being made, owned
during the period by investors with whom the Shareholder Servicing Agent
maintains a servicing relationship. In no case shall payments exceed any
maximum amount that may be deemed applicable under applicable laws, regulations
or rules, including the Rules of Fair Practice of the NASD ("NASD Rules").

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<PAGE> 126
Agent has agreed to disclose any fees it may directly charge its customers who
are shareholders of the Fund and to notify them in writing at least 30 days
before it imposes any transaction fees.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Subject to the overall supervision of the Company's Board of
Directors, Stephens provides the Fund with administrative services, including
general supervision of the Fund's operation, coordination of other services
provided to the Fund, compilation of information for reports to the SEC and the
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Company's Directors and officers. Stephens
also furnishes office space and certain facilities to conduct the Fund's
business and compensates the Company's Directors, officers and employees who
are affiliated with Stephens. For these services, Stephens is entitled to
receive from each Fund a monthly fee at the annual rate of 0.05% of the Fund's
average daily net assets. From time to time, Stephens may waive its fees from
the Fund in whole or in part. Any such waiver will reduce the Fund's expenses
and, accordingly, have a favorable impact on the Fund's performance.

Stephens, as the Fund's principal underwriter within the meaning of
the 1940 Act, has entered into a Distribution Agreement with the Company
pursuant to which Stephens is responsible for distributing the shares of the
Fund. The Company also has adopted a Distribution Plan on behalf of Class A
and B of the Fund under the SEC's Rule 12b-1 ("Plans"). Under the Fund's Class
A Plan, the Fund may defray all or part of the cost of preparing and printing
prospectuses and other promotional materials and of delivering prospectuses and
those materials to prospective Class A shareholders and may pay compensation to
the Distributor and Selling Agents for sales support service. The Class A Plan
provides for payments at an annual rate of up to 0.05% of the average daily net
assets attributable to the Class A shares. The Class B Plan is similar but
provides for payments, at an annual rate, of up to 0.75% of the average daily
net assets attributable to the Class B shares of the Fund. Other
distribution-related services may include, among other services, costs and
expenses for advertisements, sales literature, direct mail or any other form of
advertising; expenses of sales employees or agents of the Distributor,
including salary, commissions, travel and related expenses; payments to
broker/dealers and financial institutions for services in connection with the
distribution of shares, including promotional incentives and fees calculated
with reference to the average daily net asset value of shares held by
shareholders who have a brokerage or other service relationship with the
broker/dealer or other institution receiving such fees; and other similar
services as the Directors determine to be reasonably calculated to result in
the sale of the Fund's shares.

Under the Distribution Agreement, Stephens may enter into Selling
Agreements with Selling Agents that wish to make available Fund shares to their
respective customers. On behalf of Class A and Class B Shares, each Fund may
participate in joint distribution activities with any of the other funds of the
Company, in which event, expenses reimbursed out of the assets of the Fund may
be attributable, in part, to the distribution-related activities of another
fund of the Company. Generally, the expenses attributable to joint
distribution activities are allocated to the Fund and the other funds of the
Company in proportion to their relative net asset sizes, although the Company's
Board of Directors may allocate such expenses in any other manner that it deems
fair and equitable.

In addition, the Plan contemplates that, to the extent any fees
payable pursuant to a Shareholder Servicing Agreement (discussed above) are
deemed to be for distribution-related services, such payments are approved and
payable pursuant to the Plan, subject to any limits under applicable law,
regulations or rules, including the NASD Rules. Financial institutions acting
as Selling Agents, Shareholder Servicing Agents, or in certain other capacities
may be required to register as dealers pursuant to applicable state securities
laws that may differ from federal law and any interpretations expressed herein.

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<PAGE> 127
FUND EXPENSES

From time to time, Wells Fargo Bank and Stephens may waive their
respective fees in whole or in part and reimburse expenses payable to others.
Any such waivers or reimbursements will reduce a Fund's expenses and,
accordingly, have a favorable impact on the Fund's performance. Except for the
expenses borne by Wells Fargo Bank and Stephens, each fund of the Company bears
all costs of its operations, including its pro rata portion of Company expenses
such as fees and expenses of its independent auditors and legal counsel,
compensation of the Company's directors who are not affiliated with the
adviser, administrator or any of their affiliates; advisory, transfer agency,
custody and administration fees, and any extraordinary expenses. Expenses
attributable to each fund or class, are charged against the assets of the fund
or class. General expenses of the Company are allocated among all of the funds
of the Company, including the Fund, in a manner proportionate to the net assets
of each fund, on a transactional basis, or on such other basis as the Company's
Board of Directors deems equitable.

TAXES

The Company intends to qualify the Fund as a regulated investment
company under Subchapter M of the Code, as long as such qualification is in the
best interest of the Fund's shareholders. In addition, net capital gains, net
investment income and operating expenses will be determined separately for the
Fund.

By complying with the applicable provisions of the Code, the Fund will
not be subject to federal income taxes with respect to net investment income
and net realized capital gains distributed to their shareholders. Dividends
from investment income and distributions from any net short-term capital gains
declared and paid by the Fund will be taxable as ordinary income to the Fund's
shareholders, whether such dividend and distribution payments are taken in cash
or automatically reinvested in additional shares. Generally, dividends and
distributions are taxable to shareholders at the time they are paid. However,
dividends and distributions declared payable in October, November and December
and made payable to shareholders of record in such a month are treated as paid
and are thereby taxable as of December 31, provided that such dividends or
distributions are actually paid no later than January 31 of the following year.
You may be eligible to defer the taxation of dividend and capital gain
distributions on Fund shares that are held under a qualified tax-deferred
retirement plan. See "Investing in the Fund--Tax-Deferred Retirement Plans"
above. The Fund intends to pay out substantially all of its net investment
income and any net realized capital gains for each year. Corporate
shareholders of the Fund may be eligible for the dividends-received deduction
on the dividends (excluding the net capital gains dividends) paid by the Fund
to the extent the Fund's income is derived from certain dividends received from
domestic corporations. In order to qualify for the dividends-received
deduction, a corporate shareholder must hold shares of the Fund paying the
dividends upon which such deduction is based for at least 46 days.

Portions of the Fund's investment income may be subject to foreign
taxes withheld at the source; however, the Fund will not be able to pass
through any portion of the foreign taxes to its shareholders.

The Fund, or your Shareholder Servicing Agent on its behalf, will
inform you of the amount and nature of the Fund's dividends and capital gains.
You should keep all statements you receive to assist in your personal record
keeping. The Company is required by federal law to withhold, subject to
certain exemptions, at a rate of 31% on dividends paid and redemption proceeds
(including proceeds from exchanges) paid or credited to individual shareholders
of the Fund if a correct taxpayer identification number, certified when
required, is not on file with the Company or the Transfer Agent. In connection
with this withholding requirement, you will be asked to certify on your Account
Application that the social security or taxpayer identification number you
provide is correct and that you are not subject to 31% backup withholding for
previous underreporting to the IRS.

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

30
<PAGE> 128
The foregoing discussion is based on tax laws and regulations which
were in effect as of the date of this Prospectus and summarizes only some of
the important federal income tax considerations generally affecting the Funds
and their shareholders. It is not intended as a substitute for careful tax
planning; you should consult your tax advisor with respect to your specific tax
situation as well as with respect to state and local taxes.

31
<PAGE> 129
PROSPECTUS APPENDIX
ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

Temporary Investments

From time to time, for temporary defensive purposes, the Fund may hold
assets in cash or make short-term investments, to the extent appropriate, to
maintain adequate liquidity for redemption requests or other cash management
needs or for temporary defensive purposes. The short-term investments that the
Fund may purchase for liquidity purposes include: (i) U.S. Treasury bills,
shares of other mutual funds and repurchase agreements (as discussed below);
(ii) negotiable certificates of deposit, bankers' acceptances and fixed time
deposits and other obligations of domestic banks (including foreign branches)
that have more than $1 billion in total assets at the time of investment and
are members of the Federal Reserve System or are examined by the Comptroller of
the Currency or whose deposits are insured by the FDIC; (iii) commercial paper
rated at the date of purchase "Prime-1" by Moody's or "A-1+" or "A-1" by S&P,
or, if unrated, of comparable quality as determined by Wells Fargo Bank, as
investment adviser; and (iv) short-term, U.S. dollar-denominated obligations of
foreign banks (including U.S. branches) that, at the time of investment: (a)
have more than $10 billion, or the equivalent in other currencies, in total
assets; (b) are among the 75 largest foreign banks in the world as determined
on the basis of assets; (c) have branches or agencies in the United States; and
(d) in the opinion of Wells Fargo Bank, as investment adviser, are of
comparable quality to obligations of U.S. banks that may be purchased by a
Fund.

U.S. Government Obligations

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

Foreign Securities

The Fund may invest up to 20% of its assets in U.S. dollar denominated
debt obligations of foreign issuers. Investments in securities of foreign
issuers, including ADRs and EDRs, involve certain considerations that are not
typically associated with investing in domestic securities. There may be less
publicly available information about a foreign issuer than about a domestic
issuer. Foreign issuers also are not generally subject to the same accounting,
auditing and financial reporting standards or governmental supervision as
domestic issuers. In addition, with respect to certain foreign countries,
interest may be withheld at the source under foreign income tax laws, and there
is a possibility of expropriation or confiscatory taxation, political or social
instability or diplomatic

A-1
<PAGE> 130
developments that could adversely affect investments in, the liquidity of, and
the ability to enforce contractual obligations with respect to, securities of
issuers located in those countries.

Mortgage-Related Securities

The Fund may also invest in investment grade Collateralized Mortgage
Obligations ("CMOs"). CMOs may be collateralized by whole mortgage loans but
are more typically collateralized by portfolios of mortgage pass-through
securities guaranteed by GNMA, FHLMC or FNMA. CMOs are structured into
multiple classes, with each class bearing a different stated maturity.
Payments of principal, including prepayments, are first returned to investors
holding the shortest maturity class; investors holding the longer maturity
classes receive principal only after the first class has been retired. As new
types of mortgage-related securities are developed and offered to investors,
the Adviser will, consistent with the Fund's investment objective, policies and
quality standards, consider making investments in such new types of
mortgage-related securities.

Other Asset-Backed Securities

Derivative Securities

The Fund may invest in structured notes, bonds or other instruments
with interest rates that are determined by reference to changes in the value of
other interest rates, indices or financial reference to changes in the value of
other interest rates, indices or financial indicators ("References") or the
relative change in two or more

A-2
<PAGE> 131
References. The Fund may also hold derivative instruments that have interest
rates that re-set inversely to changing current market rates and/or have
embedded interest rate floors and caps that require the issuer to pay an
adjusted interest rate if market rates fall below or rise above a specified
rate. These instruments represent relatively recent innovations in the bond
markets, and the trading market for these instruments is less developed than
the markets for traditional types of debt instruments. It is uncertain how
these instruments will perform under different economic and interest-rate
scenarios. Because certain of these instruments are leveraged, their market
values may be more volatile than other types of bonds and may present greater
potential for capital gain or loss. On the other hand, the embedded option
features of other derivative instruments could limit the amount of appreciation
the Fund can realize on its investment, could cause the Fund to hold a security
it might otherwise sell or could force the sale of a security at inopportune
times or for prices that do not reflect current market value. The possibility
of default by the issuer or the issuer's credit provider may be greater for
these structured and derivative instruments than for other types of
instruments. In some cases, it may be difficult to determine the fair value of
a structured or derivative instrument because of a lack of reliable objective
information and an established secondary market for some instruments may not
exist. As new types of derivative securities are developed and offered to
investors, the adviser will, consistent with the Fund's investment objective,
policies and quality standards, consider making investments in such new types
of derivative securities.

Stripped Obligations

To the extent consistent with their respective investment objectives,
the Fund may purchase Treasury receipts and other "stripped" securities that
evidence ownership in either the future interest payments or the future
principal payments on U.S. Government and other obligations. These
participations, which may be issued by the U.S. Government (or a U.S.
Government agency or instrumentality) or by private issuers such as banks and
other institutions, are issued at a discount to their "face value," and may
include stripped mortgage-backed securities ("SMBS"). Stripped securities,
particularly, SMBS, may exhibit greater price volatility than ordinary debt
securities because of the manner in which their principal and interest are
returned to investors.

Custodial Receipts for Treasury Securities

To the extent consistent with their respective investment objectives,
the Fund may purchase participations in trusts that hold U.S. Treasury
securities (such as TIGRs and CATS) or other obligations where the trust
participations evidence ownership in either the future interest payments or the
future principal payments on the obligations. These participations are
normally issued at a discount to their "face value," and can exhibit greater
price volatility than ordinary debt securities because of the way in which
their principal and interest are returned to investors. Investments by the
Fund in such participations will not exceed 5% of the value of the Fund's total
assets.

Forward Commitments, When-Issued Purchases and Delay-Delivery Transactions

The Fund may purchase or sell securities on a when-issued or
delayed-delivery basis and make contracts to purchase or sell securities for a
fixed price at a future date beyond customary settlement time. Securities
purchased or sold on a when-issued, delayed-delivery or forward commitment
basis involve a risk of loss if the value of the security to be purchased
declines, or the value of the security to be sold increases, before the
settlement date. Although a Fund will generally purchase securities with the
intention of acquiring them, a Fund may dispose of securities purchased on a
when-issued, delayed-delivery or a forward commitment basis before settlement
when deemed appropriate by the adviser.

Options

The Fund may purchase put and call options listed on a national
securities exchange and issued by the Options Clearing Corporation in an amount
not exceeding 5% of its net assets. Purchasing options is a specialized
investment technique that entails a substantial risk of a complete loss of the
amounts paid as premiums to the writer of the option.

A-3
<PAGE> 132
The Fund may also write covered call and secured put options from time
to time as the adviser deems appropriate. By writing a covered call option,
the Fund forgoes the opportunity to profit from an increase in the market of
the underlying security above the exercise price except insofar as the premium
represents such a profit, and it is not able to sell the underlying security
until the option expires or is exercised or the Fund effects a closing purchase
transaction by purchasing an option of the same series. If the Fund writes a
secured put option, it assumes the risk of loss should the market value of the
underlying security decline below the exercise price of the option. The
aggregate value of the securities subject to options written by the Fund will
not exceed 25% of the value of its net assets. The use of covered call options
and securities put options will not be a primary investment technique of the
Fund, and they are expected to be used infrequently. If the adviser is
incorrect in its forecast of market value or other factors when writing the
foregoing options, the Fund would be in a worse position than it would have
been had the foregoing investment techniques not been used.

For additional information relating to option trading practices,
including the particular risks thereof, see the SAI.

Floating- and Variable-Rate Instruments

Certain of the debt instruments that the Fund may purchase bear
interest at rates that are not fixed, but vary, for example, with changes in
specified market rates or indices or specified intervals. Certain of these
instruments may carry a demand feature that would permit the holder to tender
them back to the issuer at par value prior to maturity. The Fund may, in
accordance with SEC rules, account for these instruments as maturing at the
next interest rate readjustment date or the date which the Fund may tender the
instrument back to the issuer, whichever is later. The floating and
variable-rate instruments that the Fund may purchase include certificates of
participation in such obligations.

Wells Fargo Bank, as investment adviser, will monitor on an ongoing
basis the ability of an issuer of a demand instrument to pay principal and
interest on demand. Events affecting the ability of the issuer of a demand
instrument to make payment when due may occur between the time the Fund elects
to demand payment and the time payment is due, thereby affecting the Fund's
ability to obtain payment at par, except when such demand instruments permit
same-day settlement. Demand instruments whose demand feature is not
exercisable within seven days may be treated as liquid, provided that an active
secondary market exists.

Repurchase Agreements

The Fund may enter into repurchase agreements wherein the seller of a
security to the Fund agrees to repurchase that security from the Fund at a
mutually agreed-upon time and price. The period of maturity is usually quite
short, often overnight or a few days, although it may extend over a number of
months. The Fund may enter into repurchase agreements only with respect to
U.S. Government obligations and other obligations that could otherwise be
purchased by the Fund. All repurchase agreements must be fully collateralized
based on values that are marked to market daily. [ALTHOUGH THE MATURITIES OF
THE UNDERLYING SECURITIES IN A REPURCHASE AGREEMENT TRANSACTION ENTERED INTO BY
THE FUND MAY BE GREATER THAN THIRTEEN MONTHS, THE FUND DOES NOT INTEND TO ENTER
INTO REPURCHASE AGREEMENTS WITH DEEMED MATURITIES IN EXCESS OF SEVEN DAYS. IF
IN THE FUTURE THE FUND WAS TO ENTER INTO REPURCHASE AGREEMENTS WITH DEEMED
MATURITIES IN EXCESS OF SEVEN DAYS, THE FUND WOULD ONLY DO SO IF SUCH
INVESTMENT, TOGETHER WITH OTHER ILLIQUID SECURITIES, DID NOT EXCEED 15% OF THE
VALUE OF THAT FUND'S NET ASSETS.] If the seller defaults and the value of the
underlying securities has declined, the Fund may incur a loss. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
security, the Fund's disposition of the security may be delayed or limited.
The Fund will enter into repurchase agreements only with registered
broker/dealers and commercial banks that meet guidelines established by the
Company's Board of Directors and that are not affiliated with Wells Fargo Bank.
The Fund may participate in pooled repurchase agreement transactions with other
funds advised by Wells Fargo Bank.

A-4
<PAGE> 133
Loans of Portfolio Securities

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

Other Investment Companies

The Fund may invest in shares of other open-end, management investment
companies, subject to the limitations of the 1940 Act, provided that any such
purchases will be limited to temporary investments in shares of unaffiliated
investment companies and the investment adviser will waive its advisory fees
for that portion of the Fund's assets so invested, except when such purchase is
part of a plan of merger, consolidation, reorganization or acquisition.

INVESTMENT POLICIES

The Fund's investment objective, as set forth in "How the Fund
Works--Investment Objective and Policies," is not fundamental; that is, it may
be changed without approval by the vote of the holders of a majority of the
Fund's outstanding voting securities, as described under "Capital Stock" in the
Fund's SAI. If the Board of Directors determines that the Fund's investment
objective can best be achieved by a substantive change in a nonfundamental
investment policy or strategy, the Company may make such change without
shareholder approval and will disclose any such material changes in the
then-current Prospectus.

As a matter of fundamental policy, the Fund may not purchase or sell
commodity contracts or invest in oil, gas or mineral exploration or development
programs, except that the Fund may enter into futures contracts and related
options. The Fund may not purchase or sell real estate, except that the Fund
may purchase securities of issuers that deal in real estate and may purchase
securities that are secured by interests in real estate. The Fund may not
purchase securities of companies for the purpose of exercising control. The
Fund may not acquire any other investment company except in connection with a
merger, consolidation, reorganization or acquisition of assets or where
otherwise permitted by the Investment Company Act of 1940. The Fund may not
act as an underwriter of securities within the meaning of the Securities Act of
1933. The Fund may not write or sell put options, call options, straddles,
spreads, or any combination thereof, except that the Fund may enter into
transactions in options on securities, futures contracts and options on futures
contracts. The Fund may not borrow money or issue senior securities, except
that the Fund may borrow from banks and enter into reverse repurchase
agreements for temporary purposes in amounts up to 10% of the value of the
total assets at the time of such borrowing. The Fund may not purchase
securities (except U.S. Government securities and repurchase agreements
collateralized by such securities) if more than 5% of its total assets at the
time of purchase will be invested in securities of any one issuer, except that
up to 25% of a Fund's total assets may be invested without regard to this 5%
limitation. Subject to the foregoing 25% exception, the Fund may not purchase
more than 10% of the outstanding voting securities of any issuer. The Fund may
not invest 25% or more of its total assets at the time of

A-5
<PAGE> 134
purchase in securities of issuers whose principal business activities are in
the same industry. The Fund may not borrow money except in amounts up to 10%
of the value of its total assets at the time of borrowing.

If a percentage restriction on the investment or use of assets set
forth in this Prospectus is adhered to at the time a transaction is effected,
later changes in percentage resulting from changing values will not be
considered a violation, however, the Fund will not at any time have more than
15% of their respective net assets invested in illiquid securities.

A-6
<PAGE> 135
Advised by WELLS FARGO BANK, N. A.
o Sponsored/Distributed by Stephens Inc., Member NYSE/SIPC

NOT FDIC INSURED
<PAGE> 136
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 137
SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISER,
TRANSFER AND DIVIDEND DISBURSING AGENT
AND CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Fund, simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH FUNDS:

o are NOT FDIC insured
o are NOT guaranteed by Wells Fargo Bank
o are NOT deposits or obligations of the Bank
o involve investment risk, including possible loss of principal.

Printed on Recycled Paper
<PAGE> 138

STAGECOACH FUNDS(R)

PROSPECTUS

PRIME MONEY MARKET MUTUAL FUND

TREASURY MONEY MARKET MUTUAL FUND

CLASS A

AUGUST 31, 1996
<PAGE> 139

STAGECOACH FUNDS(R)

PRIME MONEY MARKET MUTUAL FUND

TREASURY MONEY MARKET MUTUAL FUND

CLASS A SHARES

Stagecoach Funds, Inc. (the "Company") is an open-end investment
company. This Prospectus contains information about one class offered by two
funds of the Stagecoach Family of Funds -- the PRIME MONEY MARKET MUTUAL FUND
- -- CLASS A and the TREASURY MONEY MARKET MUTUAL FUND -- CLASS A (each, a
"Fund" and collectively, the "Funds").

The PRIME MONEY MARKET MUTUAL FUND seeks to provide investors with
maximized current income to the extent consistent with preservation of capital
and maintenance of liquidity. The Fund pursues its objective by investing its
assets in a broad range of short-term, high quality U.S. dollar-denominated
money market instruments, which have remaining maturities not exceeding 397
days (13 months), and in certain repurchase agreements.

The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with
current income and stability of principal. The Fund's fundamental policy is to
seek its objective by investing its assets only in obligations issued or
guaranteed by the U.S. Treasury and in notes and other instruments, including
repurchase agreements, collateralized or secured by such obligations, which
have remaining maturities not exceeding 397 days (13 months).

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

PROSPECTUS DATED AUGUST 31, 1996
<PAGE> 140

Each Fund is advised by Wells Fargo Bank, which also serves as each
Fund's transfer and dividend disbursing agent and custodian. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and Selling Agent (each
defined below). Stephens Inc. ("Stephens") is the Funds' sponsor and
administrator and serves as distributor of the Funds' shares.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY ......................................................... 1
SUMMARY OF FUND EXPENSES ................................................... 3
FINANCIAL HIGHLIGHTS ....................................................... 5
HOW THE FUNDS WORK ......................................................... 10
THE FUNDS AND MANAGEMENT ................................................... 13
INVESTING IN THE FUNDS ..................................................... 15
DIVIDENDS .................................................................. 19
HOW TO REDEEM SHARES ....................................................... 19
ADDITIONAL SHAREHOLDER SERVICES ............................................ 22
MANAGEMENT, DISTRIBUTION AND SERVICING FEES ................................ 24
TAXES ...................................................................... 26
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES ........................ A-1
</TABLE>
<PAGE> 142

PROSPECTUS SUMMARY

Q. WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

A. The PRIME MONEY MARKET MUTUAL FUND seeks to provide investors with
maximized current income to the extent consistent with preservation of
capital and maintenance of liquidity. The Fund pursues its objective
by investing its assets in a broad range of short-term, high quality
U.S. dollar-denominated money market instruments, which have remaining
maturities not exceeding 397 days (13 months), and in certain
repurchase agreements.

The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with
current income and stability of principal. The Fund's fundamental
policy is to seek its objective by investing its assets only in
obligations issued or guaranteed by the U.S. Treasury and in notes and
other instruments, including repurchase agreements, collateralized or
secured by such obligations, which have remaining maturities not
exceeding 397 days (13 months).

See "How the Funds Work -- Investment Objectives and Policies" and
"Prospectus Appendix -- Additional Investment Policies" for further
information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

A. Investments in the Funds are not bank deposits or obligations of Wells
Fargo Bank and are not insured by the FDIC, nor are they insured or
guaranteed against loss of principal. Therefore, you should be
willing to accept some risk with money invested in the Funds.
Although each Fund seeks to maintain a stable net asset value of $1.00
per share, there is no assurance that it will be able to do so. The
Funds may not achieve as high a level of current income as other
mutual funds that do not limit their investment to the high credit
quality instruments in which the Funds invest. As with all mutual
funds, there can be no assurance that either Fund will achieve its
investment objective.

Q. WHO MANAGES MY INVESTMENTS?

A. Wells Fargo Bank, as the Funds' investment adviser, manages your
investments. Wells Fargo Bank also provides the Funds with transfer
agency, dividend disbursing agency, and custodial services. In
addition, Wells Fargo Bank is a Shareholder Servicing Agent and a
Selling Agent for the Funds. See "The Funds and Management" and
"Management, Distribution and Servicing Fees."

Q. HOW DO I INVEST?

A. You may invest by purchasing Fund shares at the net asset value or
NAV. You may open an account by investing at least $2,500, and you
may add to your account by making additional investments of at least
$100, with certain exceptions. Shares may be purchased on any day the
Funds are open by wire, by mail, or by an automatic investment feature
called the AutoSaver Plan. See "Investing in the Funds" for more
details, or contact Stephens (the Funds' distributor), a Shareholder
Servicing Agent or a Selling Agent (such as Wells Fargo Bank).

1
<PAGE> 143

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income are declared daily, paid monthly
and automatically reinvested in additional shares of the same class of
the Fund at net asset value unless you elect to receive dividends
credited to your Wells Fargo Bank account or paid in cash. You may
also elect to receive your dividends in shares of certain other funds
in the Stagecoach Family of Funds in which you have an established
account that has met the applicable minimum initial investment. Any
capital gains are distributed at least annually in the same manner as
dividends. Investment income available for distribution to holders of
a class of shares is reduced by the class expenses payable on behalf
of those shares. See "Dividends" and "Additional Shareholder
Services".

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

Q. HOW MAY I REDEEM SHARES?

A. You may redeem your shares, without charge, on any day the Fund is
open by letter, or on a regular monthly basis, by an automatic feature
called the Systematic Withdrawal Plan, or by telephone (unless you
have declined this feature on your account application). See "How To
Redeem Shares" for more details, or contact Stephens, a Shareholder
Servicing Agent or a Selling Agent (such as Wells Fargo Bank).

2
<PAGE> 144

SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

Class A
<TABLE>
<CAPTION>
PRIME MONEY TREASURY MONEY
MARKET MUTUAL FUND MARKET MUTUAL FUND
------------------ ------------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) ......... None None
Sales Charge Imposed on Reinvested Dividends ... None None
Sales Charge Imposed on Redemptions ............ None None
Exchange Fees .................................. None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
PRIME MONEY TREASURY MONEY
MARKET MUTUAL FUND MARKET MUTUAL FUND
------------------ ------------------
<S> <C> <C>
Management Fee (after waivers or reimbursements)(1) ..... 0.12% 0.12%
Rule 12b-1 Fee .......................................... 0.05% 0.05%
Other Expenses .......................................... 0.38% 0.38%
----- -----

TOTAL FUND OPERATING EXPENSES (after
waivers or reimbursements)(2) ......................... 0.55% 0.55%
===== =====
</TABLE>

(1) Management Fee (before waivers or reimbursements) would be payable at
maximum annual rates of 0.25% and 0.25%, respectively.
(2) Total Fund Operating Expenses (before waivers or reimbursements) would be
0.73% and 0.73%, respectively.

3
<PAGE> 145

EXAMPLE OF EXPENSES

You would pay the following expenses on a $1,000 investment in the
Fund, assuming a 5% annual return and redemption at the end of each time period
indicated:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
Prime Money Market Mutual Fund $6 $18 $31 $69
Treasury Money Market Mutual Fund $6 $18 $31 $69
</TABLE>

EXPLANATION OF TABLES

SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or
sell Fund shares. There are no Shareholder Transaction Expenses for either
Fund. However, the Company reserves the right to impose a charge for wiring
redemption proceeds.

ANNUAL FUND OPERATING EXPENSES for the Funds' Class A shares are based
on applicable contract amounts and derived from amounts incurred by the
predecessor portfolios, the Prime Money Market Fund and Treasury Money Market
Fund, respectively, of Pacifica Funds Trust, during its most recent fiscal year,
restated to reflect voluntary fee waivers and expense reimbursements that are
expected to continue during the Company's current fiscal year. Wells Fargo Bank
and Stephens have agreed to waive or reimburse all or a portion of their
respective fees charged to, or expenses paid by, each Fund to ensure that the
respective Total Fund Operating Expenses do not exceed, on an annual basis,
0.55% and 0.55%, respectively, of the Prime Money Market Mutual Fund's or
Treasury Money Market Mutual Fund's average daily net assets through August 31,
1997. Any waivers or reimbursements will reduce a Fund's total expenses. There
can be no assurance that waivers or reimbursements will continue after that
time. The Funds understand that a Shareholder Servicing Agent also may impose
certain conditions on its customers, subject to the terms of this Prospectus, in
addition to or different from those imposed by the Funds, such as requiring a
higher minimum initial investment or payment of a separate fee for additional
expenses. For more complete descriptions of the various costs and expenses you
can expect to incur as an investor in the Funds, please see "Investing in the
Funds -- How to Buy Shares" and "Management, Distribution and Servicing Fees."

4
<PAGE> 146

FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial
Highlights in the annual financial statements for the fiscal year ended
September 30, 1995 for Pacifica Funds Trust's Prime Money Market and Treasury
Money Market Funds, the predecessor portfolios to the Funds. This information
is provided to assist you in evaluating the performance of each Fund for each of
the ten years in the period ended September 30, 1995. The financial information
for the year ended September 30, 1995 and six months ended September 30, 1994
has been audited by the predecessor funds' independent auditors, whose report on
the financial statements for the year ended September 30, 1995 appears in the
1995 Annual Report to Shareholders for the predecessor funds. This report and
the related financial statements are incorporated by reference into the SAI.
The financial information for each of the four years in the period ended March
31, 1994 has been audited by the predecessor funds' former independent
accountants. Prior to August 11, 1995, the predecessor portfolios offered only
one class of shares to institutional investors, which class is now known as
Service Class shares. Currently, each Fund offers two classes of shares to
institutional investors in addition to offering Class A shares (formerly, the
Investor Shares of the predecessor portfolios). The financial data shown below
pertain to the Service Class shares of the Funds, which are not offered through
this Prospectus. No financial data is shown for the periods through September
30, 1995 pertaining to Class A shares because that class of shares did not
commence operations until October 1, 1995. The unaudited financial information
and the related notes for the six months ended March 31, 1996 also are
incorporated by reference into the SAI. See "The Funds and Management" below
and "Capital Stock" in the SAI. This information should be read in conjunction
with the related financial statements and the notes thereto.

5
<PAGE> 147
PRIME MONEY MARKET MUTUAL FUND(1)

<TABLE>
<CAPTION>
SERVICE SHARES
FISCAL YEAR ENDED MARCH 31,
-----------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year .......... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
-------- -------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net ....... 0.754 .0581 0.634 .0764 .0849 .0745
Net realized gain
(loss) on investments ...... -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total from Investment
Operations ................ 0.754 .0581 0.634 .0764 .0849 .0745
-------- -------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from
investment income-net ...... (0.754) (.0581) (.0634) (.0764) (.0849) (.0745)
-------- -------- -------- -------- -------- --------
Net asset value, end
of year .................... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
======== ======== ======== ======== ======== ========
Total Investment Return ... 7.80% 5.97% 6.50% 7.88% 8.82% 7.72%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets
Ratio of net
investment income to ....... .66%(4) .68%(5) .58%(6) .56%(6) .54%(7) .47%(8)
average net assets ......... 7.47%(4) 5.81%(5) 6.38%(6) 7.58%(6) 7.95%(7) 7.38%(8)
Net Assets, end of
year (000's Omitted) ....... $350,344 $407,815 $628,987 $496,675 $493,641 $543,834
<CAPTION>

SERVICE SHARES INVESTOR SHARES
------------------------------ ---------------
SERVICE SHARES SIX FISCAL YEAR SIX
FISCAL YEAR ENDED MARCH 31, MONTHS ENDED ENDED MONTH ENDED
--------------------------------------- SEPTEMBER 30, SEPTEMBER 30, MARCH 31,
1992 1993 1994 1994(2) 1995 1996
-------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year .......... $ 1.0000 $ .9997 $ .9998 $ .9998 $ .9998 (UNAUDITED)
-------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net........ .0510 .0327 .0296 .0185 .0546
Net realized gain
(loss) on investments ...... (.0003) .0001 -- -- --
-------- -------- -------- -------- --------
Total from Investment
Operations ................ .0507 .0328 .0296 .0185 .0546
-------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from
investment income-net ...... (.0510) (.0327) (.0296) (.0185) (.0546)
-------- -------- -------- -------- --------
Net asset value, end
of year .................... $ .9997 $ .9998 $ .9998 $ .9998 $ .9998
======== ======== ======== ======== ========
Total Investment Return ... 5.22% 3.32% 3.00% 3.71%(3) 5.60%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets
Ratio of net
investment income to ....... .43%(9) .41%(10) .41%(11) .41%(3),(12) .41%(13)
average net assets ......... 5.09%(9) 3.27%(10) 2.96%(11) 3.67%(3),(12) 5.47%(13)
Net Assets, end of
year (000's Omitted) ....... $528,397 $468,479 $527,599 $565,305 $614,101
</TABLE>

6
<PAGE> 148

__________

(1) The Prime Fund operated as Pacific American Liquid Assets, Inc. from
commencement of operations on April 30, 1981 until it was reorganized
as a portfolio of Pacific American Fund on October 1, 1985. On
October 1, 1994, the Fund was reorganized as the "Pacific American
Money Market Portfolio," a portfolio of Pacifica Funds Trust. In July
1995, the Fund was renamed the "Pacifica Prime Money Market Fund," and
on ________, 1996, the Fund was reorganized as the Prime Money Market
Mutual Fund of Stagecoach Funds, Inc.
(2) On October 1, 1994, the Fund's fiscal year end changed from March 31
to September 30.
(3) Annualized basis.
(4) During the year ended March 31, 1986, the Fund's adviser waived a
portion of its fees (.13% of average net assets).
(5) During the year ended March 31, 1987, the Fund's adviser waived a
portion of its fees (.25% of average net assets). In addition, during
the period from January 1, 1987 to March 31, 1987, the Fund's adviser
waived an additional portion of its fees (.02% of average net assets).
(6) During the years ended March 31, 1988 and 1989, the Fund's adviser
waived a portion of its fees (.35% and .34% of average net assets,
respectively).
(7) During the year ended March 31, 1990, the Fund's adviser and the
Fund's prior distributor waived a portion of their respective fees
(.36% of average net assets).
(8) During the year ended March 31, 1991, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.47% of average net assets).
(9) During the year ended March 31, 1992, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(10) During the year ended March 31, 1993, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(11) During the year ended March 31, 1994, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(12) During the six month period ended September 30, 1994, the Fund's
adviser and the Fund's Service Organizations waived a portion of their
respective fees (.48% (annualized) of average net assets).
(13) During the year ended September 30, 1995, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.27% of average net assets).

7
<PAGE> 149
TREASURY MONEY MARKET MUTUAL FUND(1)
(SERVICE SHARES)

<TABLE>
<CAPTION> FISCAL YEAR ENDED MARCH 31,
-----------------------------------------------------------------------------------
1986(3) 1987 1988 1989 1990 1991
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year ...... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
-------- -------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net ... .0353 .0550 .0604 .0743 .0827 .0716
Net realized gain (loss)
on investments ......... -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total from Investment
Operations ............ .0353 .0550 .0604 .0743 .0827 .0719
-------- -------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from investment
income-net ............. (.0353) (.0550) (.0604) (.0743) (.0827) (.0716)
Dividends from net
realized gain on
investment ............. -- -- -- -- -- (.0002)
-------- -------- -------- -------- -------- --------
Total Distributions .... (.0353) (.0550) (.0604) (.0743) (.0827) (.0718)
-------- -------- -------- -------- -------- --------
Net asset value, end of
year .................. $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0001
======== ======== ======== ======== ======== ========
Total Investment Return 7.18%(4) 5.64% 6.20% 7.63% 8.58% 7.42%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets
Ratio of net investment
income to average net .. .80%(4),(5) .69%(6) .69%(7) .63%(8) .56%(9) .48%(10)
assets ................. 6.91%(4),(5) 5.50%(6) 6.12%(7) 7.36%(8) 7.73%(9) 7.10%(10)
Net Assets, end of year
(000's Omitted) ........ $123,243 $134,375 $101,066 $ 90,672 $ 98,398 $118,623
<CAPTION>
SIX
SIX FISCAL YEAR MONTHS
FISCAL YEAR ENDED MARCH 31, MONTHS ENDED ENDED ENDED
---------------------------------------- SEPTEMBER 30, SEPTEMBER 30, MARCH 31,
1992 1993 1994 1994(2) 1995 1996
-------- -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year ...... $ 1.0001 $ .9999 $ 1.0001 $ 1.0000 $ 1.0000 (UNAUDITED)
-------- -------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net.... .0489 .0309 .0277 .0186 .0529
Net realized gain (loss)
on investments ......... .0002 .0002 -- -- --
-------- -------- -------- -------- --------
Total from Investment
Operations ............ .0491 .0311 .0277 .0186 .0529
-------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from investment
income-net ............. (.0489) (.0309) (.0277) (.0186) (.0529)
Dividends from net
realized gain on
investment ............. (.0004) -- (.0001) -- --
-------- -------- -------- -------- --------
Total Distributions .... (.0493) (.0309) (.0278) (.0186) (.0529)
-------- -------- -------- -------- --------
Net asset value, end of
year .................. $ .9999 $ 1.0001 $ 1.0000 $ 1.0000 $ 1.0000
======== ======== ======== ======== ========
Total Investment Return. 5.03% 3.13% 2.81% 3.75%(4) 5.42%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets
Ratio of net investment
income to average net .. .45%(11) .43%(12) .43%(13) .43%(4),(14) .42%(15)
assets ................. 4.73%(11) 3.04%(12) 2.77%(13) 3.72%(4),(14) 5.32%(15)
Net Assets, end of year
(000's Omitted) ........ $281,343 $614,237 $654,950 $690,630 $1,001,707
</TABLE>

8
<PAGE> 150

__________

(1) Prior to August 1, 1990, the Treasury Money Market Mutual Fund was
known as the Short-Term Government Fund and invested in obligations
issued or guaranteed by agencies and instrumentalities of the U.S.
Government in accordance with fundamental policies that were then
effective for the Fund. The Fund operated as a portfolio of Pacific
American Fund through October 1, 1994, when it was reorganized as the
"Pacific American U.S. Treasury Portfolio," a portfolio of Pacifica
Funds Trust. In July 1995, the Fund was renamed the "Pacifica
Treasury Money Market Fund," and on _______, 1996, the Fund was
reorganized as a fund of Stagecoach Funds, Inc.
(2) On October 1, 1994, the Fund's fiscal year end was changed from March
31 to September 30, and on _________, 1996 the Fund's fiscal year end
was changed from September 30 to December 31.
(3) From October 1, 1985 (commencement of operations) to March 31, 1986.
(4) Annualized basis.
(5) During the period from October 1, 1985 (Commencement of Operations) to
March 31, 1986, the Fund's adviser waived a portion of its fees (.25%
(annualized) of average net assets).
(6) During the year ended March 31, 1987, the Fund's adviser waived a
portion of its fees aggregating $264,629 (.25% of average net assets).
In addition, during the period from January 1, 1987 to March 31, 1987,
the Fund's adviser and the Fund's prior distributor waived a portion
of their respective fees (.09% of average net assets).
(7) During the year ended March 31, 1988, the Fund's adviser and the
Fund's prior distributor waived a portion of their respective fees
(.36% of average net assets).
(8) During the year ended March 31, 1989, the Fund's adviser waived a
portion of its fees (.35% of average net assets).
(9) During the year ended March 31, 1990, the Fund's adviser and the
Fund's prior distributor waived a portion of their respective fees
(.41% of average net assets).
(10) During the year ended March 31, 1991, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.46% of average net assets).
(11) During the year ended March 31, 1992, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(12) During the year ended March 31, 1993, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(13) During the year ended March 31, 1994, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.47% of average net assets).
(14) During the six month period ended September 30, 1994, the Fund's
adviser and the Fund's Service Organizations waived a portion of their
respective fees (.47% (annualized) of average net assets).
(15) During the year ended September 30, 1995, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.24% of average net assets).

9
<PAGE> 151

HOW THE FUNDS WORK

INVESTMENT OBJECTIVES AND POLICIES --

Set forth below is a description of the investment objectives and
related policies of the Funds. Each Fund seeks to maintain a net asset value
of $1.00 per share. Their assets consist only of obligations with remaining
maturities (as defined by the SEC) of 397 days (13 months) or less at the date
of acquisition, and the dollar-weighted average maturity of each Fund's
investments is 90 days or less. There can be no assurance that each Fund's
investment objective will be achieved or that either Fund will be able to
maintain a net asset value of $1.00 per share.

The PRIME MONEY MARKET MUTUAL FUND seeks to provide investors with
maximized current income to the extent consistent with the preservation of
capital and maintenance of liquidity. The Fund pursues its investment
objective by investing in a broad range of short-term, high quality U.S.
dollar-denominated instruments, consisting of commercial paper, certificates of
deposit, bankers' acceptances, time deposits, bank notes, variable rate master
demand note agreements, medium-term notes, corporate notes, U.S. Agency and
U.S. Treasury obligations, and in repurchase agreements collateralized or
secured by U.S. Agency and U.S. Treasury obligations.

The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with
current income and stability of principal. The Fund's fundamental policy is to
invest only in obligations issued or guaranteed by the U.S. Treasury and in
notes and other instruments, including repurchase agreements, collateralized or
secured by such obligations. The Fund's investment objective, and the
fundamental policy stated above, may not be changed without the vote of a
majority of the outstanding shares of the Fund.

All securities acquired by the Funds will be U.S. Government
obligations (see below) or "First Tier Eligible Securities" as defined under
Rule 2a-7 of the Investment Company Act of 1940 (the "1940 Act"). First Tier
Eligible Securities generally consist of instruments that are either rated at
the time of purchase in the highest rating category by one or more unaffiliated
nationally recognized statistical rating organizations ("NRSROs") or issued by
issuers with such ratings. The Appendix to the SAI includes a description of
the applicable ratings. Unrated instruments purchased by the Fund will be of
comparable quality as determined by the adviser pursuant to guidelines approved
by the Board of Directors.

U.S. Treasury and U.S. Government Obligations. The Treasury Money
Market Mutual Fund may invest only in obligations issued or guaranteed by the
U.S. Treasury such as bills, notes, bonds and certificates of indebtedness, and
in notes and repurchase agreements collateralized or secured by such
obligations. These obligations may also include U.S. Treasury STRIPS (U.S.
Treasury securities that have been separated into their component parts of
principal and interest payments and recorded as such in the Federal Reserve
book-entry record keeping system). The Prime Money Market Mutual Fund may
invest in U.S. Treasury obligations, as well as in obligations of agencies and
instrumentalities of the U.S. Government ("U.S. Government obligations"). U.S.
Government obligations in which the Fund may invest include securities issued
or guaranteed as to principal and interest by the U.S. Government and supported
by the full faith and credit of the U.S. Treasury. U.S. Treasury obligations
differ mainly in the length of their maturity. Treasury bills, the most
frequently issued marketable government securities, have a maturity of up to
one year and are issued on a discount basis. U.S. Government obligations also
include securities issued or guaranteed by federal agencies or
instrumentalities, including government-sponsored enterprises. Some
obligations of agencies or instrumentalities of the U.S. Government are
supported by the full faith and credit of the United States or U.S. Treasury
guarantees; others, by the right of the issuer or guarantor to borrow from the
U.S. Treasury; still others, by the discretionary authority of the U.S.
Government to purchase certain obligations of the agency or instrumentality;
and others, only by the credit of the agency or instrumentality issuing the
obligation. In the case of obligations not backed by the full faith and credit
of the United States, the investor must look principally to the agency or
instrumentality issuing or guaranteeing the obligation for ultimate repayment,
which agency or instrumentality may be privately owned. There can be no
assurance that the U.S. Government will provide financial support to its
agencies or

10
<PAGE> 152

instrumentalities where it is not obligated to do so. As a general matter, the
value of debt instruments, including U.S. Government obligations, declines when
market rates increase and rises when market interest rates decrease. Certain
types of U.S. Government obligations are subject to fluctuations in yield or
value due to their structure or contract terms.

The Prime Money Market Mutual Fund may also purchase "stripped
securities" such as TIGRs or CATs, which are interests in U.S. Treasury
obligations offered by broker-dealers and other financial institutions that
represent ownership in either the future interest payments or the future
principal payments on the U.S. Treasury obligations. Stripped securities are
issued at a discount to their "face value" and may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are paid to investors.

In addition to the types of instruments described above, the Prime
Money Market Mutual Fund may purchase U.S. dollar-denominated bank obligations
such as time deposits, certificates of deposit, bankers' acceptances, bank
notes and deposit notes issued by domestic and foreign banks. Time deposits
are non-negotiable deposits maintained at a banking institution for a specified
period of time normally at a stated interest rate. Certificates of deposit are
certificates evidencing the obligation of a bank to repay funds deposited with
it for a specified period of time. Bankers acceptances are negotiable deposits
or bills of exchange, normally drawn by an importer or exporter to pay for
specific merchandise, which are "accepted" by a bank (meaning, in effect, that
the bank unconditionally agrees to pay the face value of the instrument at
maturity). Bank notes usually represent senior debt of the bank.

The Prime Money Market Fund may also purchase commercial paper,
short-term notes, medium-term notes and bonds issued by domestic and foreign
corporations that meet the Fund's maturity limitations.

The Prime Money Market Fund may also invest in U.S. dollar denominated
obligations issued or guaranteed by foreign governments or any of their
political subdivisions, agencies or instrumentalities. Such obligations
include debt obligations of supranational entities. Supranational entities
include international organizations designated or supported by governmental
entities to promote economic reconstruction or development and international
banking institutions and related government agencies. Examples of these
include the International Bank for Reconstruction and Development (the "World
Bank"), the Asian Development Bank and the InterAmerican Development Bank.

The Prime Money Market Mutual Fund may purchase asset-backed
securities, which are securities backed by mortgages, installment sales
contracts, credit-card receivables or other assets. The average life of
asset-backed securities varies with the maturities of the underlying
instruments, and the average life of a mortgage-backed instrument, in
particular, is likely to be substantially less than the original maturity of
the mortgage pools underlying the securities as the result of mortgage
prepayments. For this and other reasons, an asset-backed security's stated
maturity may be shortened, and the securities' total return may be difficult to
predict precisely. Such difficulties are not, however, expected to have a
significant effect on the Fund since the remaining maturity of any asset-backed
security acquired will be thirteen months or less.

The Funds may attempt to increase yields by trading to take
advantage of short-term market variations. This policy could result in high
portfolio turnover, which should not adversely affect the Funds since they do
not ordinarily pay brokerage commissions on the purchase of short-term debt
obligations.

For additional information on permitted investments for the
Funds, see "Prospectus Appendix -- Additional Investment Policies" starting at
page A-1 of the Prospectus and under "Investment Restrictions" and "Additional
Permitted Investment Activities" in the SAI.

INVESTMENT RISKS

The Funds, under 1940 Act, must comply with certain investment
criteria designed to provide liquidity, reduce risk, and allow the Fund to
maintain a stable net asset value of $1.00 per share. The Funds'

11
<PAGE> 153

dollar-weighted average portfolio maturity must not exceed 90 days. Any
security that a Fund purchases must have a remaining maturity of not more than
397 days. In addition, a Fund purchase must present minimal credit risks and
be of the highest quality (i.e., be rated in the top rating category by the
requisite NRSROs or, if unrated, determined to be of comparable quality to such
rated securities by the Funds' adviser under guidelines adopted by the
Company's Board of Directors).

Each Fund seeks to reduce risk by investing its assets in securities
of various issuers. In addition, the Funds emphasize safety of principal and
high credit quality. In particular, the internal investment policies of the
Funds' investment adviser prohibit the purchase for a Fund of many types of
floating-rate derivative securities that are considered potentially volatile.
The following types of derivative securities ARE NOT permitted investments for
either Fund:

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

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

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

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

o inverse floaters (which reset in the opposite direction of
their index).

Additionally, neither Fund may invest in securities whose interest
rate reset provisions are tied to an index that materially lags short-term
interest rates, such as "COFI floaters." The Funds may invest only in variable
or floating-rate securities that bear interest at a rate that resets quarterly
or more frequently and that resets based on changes in standard money market
rate indices such as U.S. Treasury bills, London Interbank Offered Rate or
LIBOR, the prime rate, published commercial paper rates, federal funds rates,
Public Securities Associates ("PSA") floaters or JJ Kenney index floaters.

The Treasury Money Market Mutual Fund restricts its investment to U.S.
Treasury obligations that meet all of the standards described above.
Obligations issued or guaranteed by the U.S. Treasury have historically
involved little risk of loss of principal if held to maturity. However, due to
fluctuations in interest rates, the market value of such obligations may vary
during the period a shareholder owns shares of the Fund. It should be noted
that neither the United States, nor any agency or instrumentality thereof, has
guaranteed, sponsored or approved the Fund or its shares.

Since the Prime Money Market Mutual Fund may purchase securities issued by
foreign issuers, the Fund may be subject to investment risks which are
different in some respects from those incurred by a fund that invests
exclusively in debt obligations of domestic issuers. Such potential risks
include future political and economic developments, the possible imposition of
withholding taxes on interest income payable on the securities by the
particular country in which the issuer is located, the possible seizure or
nationalization of foreign deposits, the possible establishment of exchange
controls or the adoption of other foreign governmental restrictions that might
adversely affect the payment of principal and interest on these securities. In
addition, foreign banks and other issuers are not necessarily subject to the
same regulatory requirements that apply to domestic issuers (such as reserve
requirements, loan limitations, examinations, accounting, auditing and
recordkeeping requirements, and public availability of information), and the
Fund may experience difficulties in obtaining or enforcing a judgment against a
foreign issuer. Absent any unusual market conditions, the Fund will not invest
more than 25% of its total assets in securities issued by foreign issuers.

12
<PAGE> 154

Generally, securities in which the Funds invest will not earn as high
a yield as securities of longer maturity and/or of lesser quality that are more
subject to market volatility. Each Fund attempts to maintain the value of its
shares at a constant $1.00 per share, although there can be no assurance that a
Fund will always be able to do so.

PERFORMANCE

The performance of each class of shares of a Fund may be advertised
from time to time in terms of current yield, effective yield or average annual
total return. Performance figures are based on historical results and are not
intended to indicate future performance.

Yield refers to the income generated by an investment in a Fund's
class over a specified period (usually 7 days), expressed as an annual
percentage rate. Effective yield is calculated similarly but assumes
reinvestment of the income earned from a Fund. Because of the effects of
compounding, effective yields are slightly higher than yields.

Average annual return of a class of shares is based on the overall
dollar or percentage change of an investment in a Fund's class and assumes the
investment is at NAV and all dividends and distributions attributable to a
class are also reinvested at NAV in shares of the class.

In addition to presenting these standardized performance calculations,
at times, the Funds may also present non-standard performance figures, such as
yields and effective yields for a 30-day period or, in sales literature,
distribution rates. Because of the differences in the fees and/or expenses
borne by shares of each class of the Funds, the performance figures on such
shares can be expected, at any given time, to vary from the performance figures
for other classes of the Funds.

Additional performance information is contained in the SAI under
"Performance Calculations" and in the Annual Report, which are available upon
request without charge by calling the Company at 1-800-222-8222 or by writing
the Company at the address shown on the front cover of the Prospectus.

THE FUNDS AND MANAGEMENT

The Funds are two funds in the Stagecoach Family of Funds. The
Company was organized as a Maryland corporation on September 9, 1991 and
currently offers shares of the following series: Aggressive Growth, Arizona
Tax-Free, Asset Allocation, Balanced, California Tax-Free Bond, California
Tax-Free Income, California Tax-Free Money Market Mutual, Corporate Stock,
Diversified Income, Equity Value, Ginnie Mae, Government Money Market Mutual,
Growth and Income, Money Market Mutual, Money Market Trust, National Tax-Free,
National Tax-Free Money Market Mutual, Oregon Tax-Free, Prime Money Market
Mutual, Short-Intermediate U.S. Government Income, Treasury Money Market Mutual
and U.S. Government Allocation Funds. Each of the Company's funds, except the
California Tax-Free Income, Corporate Stock, Government Money Market Mutual,
Money Market Trust and Short-Intermediate U.S. Government Income Funds,
currently offer three classes of shares. The California Tax-Free Income and
Short-Intermediate U.S. Government Income Funds offer two classes of shares, and
the Corporate Stock, Government Money Market Mutual Fund and the Money Market
Trust offer a single class of shares. Each class of shares represents an equal,
proportionate interest in a Fund with other shares of the same class.
Shareholders of each class bear their pro rata portion of a Fund's operating
expenses except for certain class-specific expenses (e.g., any state securities
registration fees, shareholder servicing fees or distribution fees that may be
paid under Rule 12b-1) that are allocated to a particular class. For information
on another fund or a class of shares, please call Stagecoach

13
<PAGE> 155

Shareholder Services at 1-800-222-8222 or write the Company at the address
shown on the front cover of the Prospectus.

The Board of Directors of the Company supervises the funds' activities
and monitors their contractual arrangements with various service providers.
Although the Company is not required to hold annual shareholder meetings,
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing a
fund's investment objective or fundamental investment policies. All shares of
the Company have equal voting rights and will be voted in the aggregate, rather
than by fund or class, unless otherwise required by law (such as when the
voting matter affects only one fund or class). As a Fund shareholder, you are
entitled to one vote for each share you own and fractional votes for fractional
shares you own. See "Management" in the SAI for more information on the
Company's Directors and Officers. A more detailed description of the voting
rights and attributes of the shares is contained under "Capital Stock" in the
SAI.

Wells Fargo Bank serves as each Fund's investment adviser, transfer
and dividend disbursing agent and custodian. In addition, Wells Fargo Bank
serves as a Shareholder Servicing Agent and as a Selling Agent of the Funds.
Wells Fargo Bank, one of the largest banks in the United States, was founded in
1852 and is the oldest bank in the western United States. As of April 1, 1996,
Wells Fargo Bank and its affiliates provided investment advisory services for
approximately $56 billion in assets of individuals, trusts, estates and
institutions. Wells Fargo Bank also serves as investment adviser to other
separately managed funds (or the master portfolio in which a fund may invest)
of the Company, and as investment adviser or sub-adviser to separately managed
funds of five other registered, open-end, management investment companies.
Wells Fargo Bank, a wholly owned subsidiary of Wells Fargo & Company, is
located at 420 Montgomery Street, San Francisco, California 94104. Wells Fargo
Investment Management, Inc. ("WFIM"), a wholly-owned subsidiary of Wells Fargo
& Company, is located at 444 Market Street, San Francisco, California 94163.

Prior to its acquisition by Wells Fargo & Company on April 1, 1996,
WFIM (formerly, First Interstate Capital Management, Inc.) served as investment
adviser to the predecessor portfolios. Prior to March 18, 1994, the
predecessor portfolios' investment adviser was San Diego Financial Capital
Management, Inc., which was acquired by First Interstate Bancorp through its
merger with San Diego Financial Corporation.

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

Stephens is the Funds' sponsor and administrator and distributes the
Funds' shares. Stephens is a full service broker/dealer and investment
advisory firm located at 111 Center Street, Little Rock, Arkansas 72201.
Stephens and its predecessor have been providing securities and investment
services for more than 60 years. Additionally, they have been providing
discretionary portfolio management services since 1983. Stephens currently
manages investment portfolios for pension and profit-sharing plans, individual
investors, foundations, insurance companies and university endowments.

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INVESTING IN THE FUNDS

OPENING AN ACCOUNT

You can buy Class A shares in either Fund in one of the several ways
described below. You must complete and sign an Account Application to open an
account. Additional documentation may be required from corporations,
associations, and certain fiduciaries. Do not mail cash. If you have any
questions or need extra forms, you may call 1-800-222-8222.

To invest in the Funds through tax-deferred retirement plans through
which the Funds are available, please contact a Shareholder Servicing Agent or
a Selling Agent to receive information and the required separate application.
See "Tax-Deferred Retirement Plans" below.

SHARE VALUE

The value of a Fund share is its net asset value or NAV. Wells Fargo
Bank calculates the NAV of each class of a Fund's shares as of 12:00 p.m.
(Pacific time) and 1:00 p.m. (Pacific time) on each Business Day (as defined
below). The NAV of each class of shares of a Fund is determined by dividing
the total net assets attributable to a class (i.e., the value of the Fund's
portfolio investments and cash and other assets allocable to the class, less
the liabilities) by the number of outstanding shares of that class. The value
of the net assets per class is determined daily by adjusting the net assets per
class at the beginning of the day by the value of each class's shareholder
activity, net investment income and net realized and unrealized gains or losses
for that day. Net investment income is calculated each day for each class by
attributing to each class a pro rata share of daily income and common expenses,
and by assigning class-specific expenses to each class as appropriate. The
NAV of a share of each class is expected to fluctuate daily. As noted above,
the Fund seeks to maintain a constant $1.00 NAV share price, although there can
be no assurance that it will be able to do so. The only transaction orders
that are processed at 1:00 p.m. are those that are received prior to that time
through Shareholder Servicing Agents in connection with automated investment
programs. All transaction orders are processed at the NAV next determined
after the order is received.

Fund shares may be purchased on any day the Fund is open for business,
provided Wells Fargo Bank also is open for business (a "Business Day").
Currently, Wells Fargo Bank is closed on New Year's Day, Presidents' Day,
Martin Luther King, Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans Day, Thanksgiving Day and Christmas Day (each, a "Holiday"). When any
Holiday falls on a weekend, the Funds typically are closed on the weekday
immediately before or after such Holiday.

Each Fund's NAV is calculated on the basis of the amortized-cost
method. This valuation method is based on the receipt of a steady rate of
payment from the date of purchase until maturity rather than actual changes in
market value. The Company's Board of Directors believes that this valuation
method accurately reflects fair value.

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HOW TO BUY SHARES

You may buy Fund shares on any Business Day by any of the methods
described below. After a properly completed Account Application is received
and your wire order or check is received, or an account with a bank that is
designated in the Account Application and that is approved by the Transfer
Agent (an "Approved Bank Account") is debited, your purchase order is effected,
and full and fractional shares are purchased at the next determined NAV, which
is expected to remain a constant $1.00 per share. If shares are purchased by a
check that does not clear, the Company reserves the right to cancel the
purchase and hold the investor responsible for any losses or fees incurred. In
addition, the Fund may hold payment on any redemption until reasonably
satisfied that your investments made by check have been collected (which may
take up to 10 days).

Generally the minimum initial investment is $2,500. The minimum
investment amounts, however, are $100 for investments made through the
AutoSaver Plan (described below) and $250 for investments made through any
tax-deferred retirement account for which Wells Fargo Bank serves as trustee or
custodian under a prototype trust approved by the IRS (a "Plan Account").
Generally, subsequent investments must be made in amounts of $100 or more.
Where Fund shares are acquired in exchange for shares of another fund in the
Stagecoach Family of Funds, the minimum initial investment amount applicable to
the shares being exchanged generally carries over. This means, for example,
that you can make an initial investment of only $1,000 in a Fund even though
ordinarily a $2,500 minimum balance is required, in an exchange from a fund
that has a $1,000 minimum investment requirement, except that if the value of
your investment in shares of the fund from which you are exchanging has been
reduced below the minimum initial investment amount by changes in market
conditions or sales charges (and not by redemptions), you may carry over the
lesser amount into one of the Funds. Plan Accounts that invest in the Funds
through Wells Fargo ExpressInvest(TM) (available to certain Wells Fargo
tax-deferred retirement plans) are not subject to the minimum initial or
subsequent investment amount requirements. In addition, the minimum initial or
subsequent purchase amount requirements may be waived or lowered for
investments effected on a group basis by certain entities and their employees,
such as pursuant to a payroll deduction or other accumulation plan. If you
have questions regarding purchases of shares or ExpressInvest, please call
1-800-222-8222 or contact a Shareholder Servicing Agent or Selling Agent (as
defined below). For additional information on tax-deferred accounts, please
refer to "Investing in the Fund -- Tax-Deferred Retirement Plans" or contact a
Shareholder Servicing Agent or Selling Agent.

The Company reserves the right to reject any purchase order or suspend
sales at any time. Payment for orders that are not received is returned after
prompt inquiry. The issuance of shares is recorded on the books of the
Company, and share certificates are not issued.

INITIAL PURCHASES BY WIRE

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

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

Wells Fargo Bank, N.A.
San Francisco, California
Bank Routing Number: 121000248
Wire Purchase Account Number: 4068-000587
Attention: Stagecoach Funds (Name of Fund) (designate Class A)
Account Name(s): Name(s) in which to be registered
Account Number: (if investing into an existing account)

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

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Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

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

INITIAL PURCHASES BY MAIL

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

2. Mail the Account Application and a check for $2,500 or more,
payable to "Stagecoach Funds (Name of Fund) (designate Class
A)," to the address set forth under "Initial Purchases by
Wire" above.

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

AUTOSAVER PLAN PURCHASES

The AutoSaver Plan provides you with a convenient way to establish and
automatically add to your Fund account on a monthly basis. To participate in
the AutoSaver Plan, you must specify an amount ($100 or more) to be withdrawn
automatically by the Transfer Agent on a monthly basis from your Approved Bank
Account. An Approved Bank Account may be established at Wells Fargo Bank. The
Transfer Agent withdraws and uses this amount to purchase Fund shares on your
behalf each month on or about the day that you have selected, or, if you have
not selected a day, on or about the 20th day of each month. The Transfer Agent
requires a minimum of ten (10) Business Days to implement your AutoSaver Plan
purchases. There are no separate fees charged to you by the Company for
participating in the AutoSaver Plan.

TAX-DEFERRED RETIREMENT PLANS

You may be entitled to invest in the Funds through a Plan Account or
other tax-deferred retirement plan. Contact a Shareholder Servicing Agent
(such as Wells Fargo Bank) or a Selling Agent for materials describing Plan
Accounts available through it, and the benefits, provisions, and fees of such
Plan Accounts. The minimum initial investment amount for Fund shares acquired
through a Plan Account is $250 (the minimum initial investment amount is not
applicable if you participate in ExpressInvest through a Plan Account).

Pursuant to the Code, individuals who are not active participants (and
who do not have a spouse who is an active participant) in certain types of
retirement plans ("qualified retirement plans") may deduct contributions to an
Individual Retirement Account ("IRA"), up to specified limits. Investment
earnings in the IRA will be tax-deferred until withdrawn, at which time the
individual may be in a lower tax bracket.

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<PAGE> 159

limits. If their adjusted gross income exceeds these limits, the amount of the
deductible contribution is phased down and eventually eliminated.

Any individual who works may make nondeductible contributions to an
IRA in addition to any deductible contributions. Total aggregate deductible
and nondeductible contributions are limited to the IRA contribution limits
discussed above. Nondeductible contributions in excess of the applicable IRA
contribution limit are "nondeductible excess contributions." In addition,
contributions made to an IRA for the year in which an individual attains the
age of 70 1/2, or any year thereafter, are also nondeductible excess
contributions. Nondeductible excess contributions are subject to a 6% excise
tax penalty which is charged each year that the nondeductible excess
contribution remains in the IRA.

The foregoing discussion regarding IRAs is based on the Code and
federal regulations in effect as of the date of this Prospectus and summarizes
only some of the important federal tax considerations generally affecting IRA
contributions made by individuals or their employers. It is not intended as a
substitute for careful tax planning. You should consult your tax advisor with
respect to your specific tax situation as well as with respect to state and
local taxes. Further federal tax information is contained under "Taxes" in
this Prospectus and in the SAI.

Application materials for opening a tax-deferred retirement plan can
be obtained from a Shareholder Servicing Agent or a Selling Agent. Return your
completed tax-deferred retirement plan application to your Shareholder
Servicing Agent or Selling Agent for approval and processing. If your
tax-deferred retirement plan application is incomplete or improperly filled
out, there may be a delay before a Fund account is opened. You should ask your
Shareholder Servicing Agent or Selling Agent about the investment options
available to your tax-deferred retirement plan, since some of the funds in the
Stagecoach Family of Funds may be unavailable as options. Moreover, certain
features described herein, such as the AutoSaver Plan and the Systematic
Withdrawal Plan, may not be available to individuals or entities who invest
through a tax-deferred retirement plan.

ADDITIONAL PURCHASES

You may make additional purchases of $100 or more by instructing the
Funds' Transfer Agent to debit your Approved Bank Account by wire with an
instruction to the wiring bank to transmit the specified amount as directed
above for initial purchases or by mail with a check payable to "Stagecoach
Funds (Name of Fund) (designate Class A)" to the address set forth above under
"Initial Purchases by Wire." Write your Fund account number on the check and
include the detachable stub from your Statement of Account or a letter
providing your Fund account number.

PURCHASES THROUGH SELLING AGENTS

You may place a purchase order for shares of the Funds through a
broker/dealer or financial institution that has entered into a Selling
Agreement with Stephens, the Funds' Distributor (a "Selling Agent") by 12:00
p.m. (Pacific time) on any Business Day, including orders for which payment is
to be made from your free cash credit balance maintained with a Selling Agent.
These purchase orders are executed on the same day the order is placed if
notice is provided to the Transfer Agent by 12:00 p.m. (Pacific time) and if
federal funds are received by the Transfer Agent before the close of business
that day. If your purchase order is received by a Selling Agent after 12:00
p.m. (Pacific time) on any Business Day or if federal funds are not received by
the Transfer Agent before the close of business that day, then your purchase
order generally is executed on the next Business Day. The Selling Agent is
responsible for the prompt transmission of your purchase order to the Funds. A
financial institution that acts as a Selling Agent,

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<PAGE> 160

Shareholder Servicing Agent or in certain other capacities may be required to
register as a dealer pursuant to applicable state securities laws, which may
differ from federal law and any interpretations expressed herein.

PURCHASES THROUGH SHAREHOLDER SERVICING AGENTS

Purchase orders for Fund shares may be transmitted to the Transfer
Agent through any entity that has entered into a Shareholder Servicing
Agreement with the Funds (a "Shareholder Servicing Agent"), such as Wells Fargo
Bank. See "Management, Distribution and Servicing Fees-Shareholder Servicing
Agent" for more information. A Shareholder Servicing Agent may transmit your
purchase order to the Transfer Agent, including an order for which payment is
to be transferred from your Approved Bank Account or wired from a financial
institution. If the Shareholder Servicing Agent transmits your order to the
Transfer Agent before 12:00 p.m. (Pacific time) and if federal funds are
received by the Transfer Agent before the close of business that day, the
purchase order is executed on the same day. If your Shareholder Servicing
Agent transmits your purchase order to the Transfer Agent after 12:00 p.m. or
if federal funds are not received by the Transfer Agent before the close of
business that day, then your order generally is executed on the next Business
Day, except that automated investment program purchase orders transmitted
through Shareholder Servicing Agents are executed as of 1:00 p.m. on each
Business Day. The Shareholder Servicing Agent is responsible for the prompt
transmission of your purchase order to the Transfer Agent.

STATEMENTS AND REPORTS

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

DIVIDENDS

The Funds intend to declare dividends on a daily basis payable to
shareholders of record as of 1:00 p.m. (Pacific time). If your purchase order
is received before 1:00 p.m. on any Business Day, you begin earning dividends
on that Business Day and continue to earn dividends through the day before you
redeem such shares. If your purchase order is received at or after 1:00 p.m.
on any Business Day, you begin earning dividends on the next Business Day and
continue to earn dividends through the day on which you redeem your shares.
Dividends for a Saturday, Sunday or Holiday are declared payable to
shareholders of record as of the preceding Business Day. If you redeem shares
before a dividend payment date, any dividends credited to you are paid on the
following dividend payment date unless you have redeemed all of the shares in
your account, in which case you will receive any accrued dividends together
with your redemption proceeds.

Dividends declared in a month generally are paid on the last Business
Day of the month. You have three options for receiving dividends and any
capital gain distributions. They are discussed under "Additional Shareholder
Services -- Dividend and Distribution Options" below.

HOW TO REDEEM SHARES

You may redeem shares on any Business Day without a charge by the
Company. Your shares are redeemed at the NAV next calculated after the Funds
have received your redemption order. Redemption orders that are received by
the Transfer Agent before 12:00 p.m. (Pacific time) on any Business Day are
executed on that day. Redemption orders that are received after 12:00 p.m. on
any Business Day are executed on the next Business Day. Redemption proceeds
may be more or less than the amount invested and, therefore, a redemption of
Fund shares may result in a gain or loss for federal and state income tax
purposes. The Funds ordinarily remit your redemption proceeds within seven
days after your redemption order is received in proper form, unless the SEC
permits a longer period under extraordinary circumstances. Such extraordinary
circumstances could include a period during which an emergency exists as a
result of which (a) disposal by a Fund of securities owned by it is not

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<PAGE> 161

reasonably practicable or (b) it is not reasonably practicable for a Fund
fairly to determine the value of its net assets, or (c) a period during which
the SEC by order permits deferral of redemptions for the protection of the
Fund's security holders. In addition, a Fund may hold payment on your
redemption until reasonably satisfied that your investments made by check have
been collected (which can take up to 10 days from the purchase date). To
ensure acceptance of your redemption order, please follow the procedures
described below. In addition, the Fund reserves the right to impose charges
for wiring redemption proceeds.

All redemptions of shares generally are made in cash, except that the
commitment to redeem shares in cash extends only to redemption requests made by
each Fund shareholder during any 90-day period of up to the lesser of $250,000
or 1% of the net asset value of the Fund at the beginning of such period. This
commitment is irrevocable without the prior approval of the SEC and is a
fundamental policy of the Fund that may not be changed without shareholder
approval. In the case of redemption requests by shareholders in excess of such
amounts, the Board of Directors reserves the right to have the Fund make
payment, in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage costs in converting such securities to cash.

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

REDEMPTIONS BY TELEPHONE

REDEMPTIONS BY LETTER

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

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

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

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<PAGE> 162

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

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

EXPEDITED REDEMPTIONS BY LETTER OR TELEPHONE

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

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

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

Upon request, proceeds of expedited redemptions of $5,000 or more are
wired or credited to your Approved Bank Account or wired to the Selling Agent
designated in your Account Application. The Company reserves the right to
impose a charge for wiring redemption proceeds. When proceeds of your
expedited redemption are to be paid to someone else, to an address other than
that of record, or to an account at an Approved Bank or a Selling Agent that
you have not predesignated in your Account Application, your expedited
redemption request must be made by letter and the signature(s) on the letter
may be required to be guaranteed, regardless of the amount of the redemption.
If your expedited redemption request for Fund shares is received by the
Transfer Agent before 12:00 p.m. (Pacific time) on a Business Day, your
redemption proceeds are transmitted to your Approved Bank Account or Selling
Agent on the same Business Day (assuming your investment check has cleared as
described above), absent extraordinary circumstances. Extraordinary
circumstances could include those described above as potentially delaying
redemptions and also could include situations involving an unusually heavy
volume of wire transfer orders on a national or regional basis or communication
or transmittal delays that could cause a brief delay in the wiring or crediting
of funds. A check for net redemption proceeds of less than $5,000 is mailed to
your address of record or, at your election, credited to your Approved Bank
Account.

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

SYSTEMATIC WITHDRAWAL PLAN

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

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It may take up to ten (10) Business Days after receipt of your request
to establish your participation in the Systematic Withdrawal Plan. You may
change your withdrawal amount, suspend withdrawals or terminate your
participation in the Plan at any time by notifying the Transfer Agent at least
five (5) Business Days prior to any scheduled transaction. Your participation
in the Systematic Withdrawal Plan is terminated automatically if your Fund
account is closed, or, in some cases, if your Approved Bank Account is closed.

REDEMPTIONS THROUGH SELLING AGENTS

You may request a redemption of Fund shares through your Selling
Agent. Redemption orders transmitted by a Selling Agent to the Transfer Agent
before 12:00 p.m. (Pacific time) on any Business Day are executed on that day.
Redemption orders transmitted by a Selling Agent to the Transfer Agent after
12:00 p.m. on any Business Day generally are executed on the next Business Day.
The Selling Agent is responsible for the prompt transmission of your redemption
order to the Funds.

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

REDEMPTIONS THROUGH SHAREHOLDER SERVICING AGENTS

You may request a redemption of Fund shares through your Shareholder
Servicing Agent. Redemption requests made by telephone through your
Shareholder Servicing Agent must redeem shares with a total value equal to $100
or more. Redemption orders transmitted by the Shareholder Servicing Agent to
the Transfer Agent before 12:00 p.m. (Pacific time) on any Business Day are
executed on that day. Redemption orders transmitted by a Shareholder Servicing
Agent after 12:00 p.m. on any Business Day generally are executed on the next
Business Day. The Shareholder Servicing Agent is responsible for the prompt
transmission of your redemption order to the Funds.

Unless you have made other arrangements with your Shareholder
Servicing Agent and the Transfer Agent has been informed of such arrangements,
proceeds of a redemption order made through your Shareholder Servicing Agent
are credited to your Approved Bank Account. If no such account is designated,
a check for the proceeds is mailed to your address of record or, if such
address is no longer valid, the proceeds are credited to your account with your
Shareholder Servicing Agent or to another account designated in your agreement
with your Shareholder Servicing Agent. The Shareholder Servicing Agent may
charge you a service fee. In addition, it may benefit from the use of your
redemption proceeds until any check it issues to you has cleared or until such
proceeds have been disbursed or reinvested on your behalf.

ADDITIONAL SHAREHOLDER SERVICES

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

DIVIDEND AND DISTRIBUTION OPTIONS

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

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A. The AUTOMATIC REINVESTMENT OPTION provides for the
reinvestment of your dividends and/or capital-gain distributions in
additional shares of the same class of the Fund that paid the
dividends or distributions. Dividends and distributions declared in a
month are reinvested at NAV on the last Business day of the month.
You are assigned this option automatically if you make no choice on
your Account Application.

B. The AUTOMATIC CLEARING HOUSE OPTION permits you to have
dividends and capital-gain distributions deposited in your Approved
Bank Account. In the event your Approved Bank Account is closed and
your distribution is returned to the dividend disbursing agent, your
distribution is reinvested in your Fund account at the NAV next
determined after the distribution has been received. Your Automatic
Clearing House Option is converted to the Automatic Reinvestment
Option.

C. The CHECK PAYMENT OPTION lets you receive a check for all
dividends and capital gain distributions, which generally is mailed
either to your designated address or your Approved Bank Account early
in the month following declaration. If the U.S. Postal Service cannot
deliver your checks, or if your checks remain uncashed for six months,
your distribution is reinvested in your Fund account at the NAV next
determined after the distribution has been received. Your Check
Payment Option is converted to the Automatic Reinvestment Option.

The Company makes reasonable efforts to locate investors whose
checks are returned or uncashed after six months. The Company
forwards moneys to the dividend disbursing agent so that it may issue
you dividend checks under the Check Payment Option. The dividend
disbursing agent may benefit from the temporary use of such moneys
until these checks clear.

EXCHANGE PRIVILEGE

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

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

o You may exchange Class A shares of the Funds for shares of one of the
Company's single-class funds, Class A or B shares of one of the
Company's multi-class funds or for Retail Class shares of another
fund.

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

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

o The dollar amount of shares you exchange generally must meet the
minimum initial and/or subsequent investment amounts of the fund from
which you are exchanging. Where Fund shares are acquired in exchange
for shares of another fund in the Stagecoach Family of Funds, however,
the minimum initial investment amount applicable to the shares being
exchanged carries over, except that if the value of your investment in
the shares of the fund from which you are exchanging has been reduced
below the minimum initial investment amount by changes in market
conditions or sales charges (and not by redemptions), you may carry
over the lesser amount into either Fund.

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<PAGE> 165

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

The procedures applicable to redemptions also apply to exchanges. In
particular, transaction orders that are received before 1:00 p.m. (Pacific
time) on each Business Day through Shareholder Servicing Agents in connection
with automated investment programs are processed on that day (provided that it
is a Business Day for each Fund involved in the transaction). Also where an
exchange order is from a Stagecoach money market mutual fund to a Stagecoach
non-money market mutual fund (a "long-term fund") AND the instructions are
received before 1:00 p.m. through a Shareholder Servicing Agent by telephone or
in person (excluding automated telephone instructions or Wells Fargo Express
ATM instructions), the purchase order for the long-term fund is processed as of
1:00 p.m. at the share price determined as of that Business Day's close of
market. A sufficient number of money market mutual fund shares are sold the
following Business Day as of [12:00 p.m.] (Pacific time) in order to settle the
long-term fund purchase. In all other instances, exchange orders received
after 12:00 p.m. (Pacific time) are processed on the next Business Day that is
a Business Day for each fund involved in the exchange. In addition, a
signature guarantee may be required for exchanges between shareholder accounts
registered in identical names if the amount being exchanged is more than
$25,000.

MANAGEMENT, DISTRIBUTION AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of
Directors, Wells Fargo Bank, as the Funds' investment adviser, provides
investment guidance and policy direction in connection with the management of
the Funds' assets. The adviser also furnishes the Board of Directors with
periodic reports on the Funds' investment strategies and performance. For
these services, the adviser is entitled to a monthly investment advisory fee at
the annual rate of 0.25% of the average daily net assets of the Funds. From
time to time, the adviser may waive such fees in whole or in part. Any such
waiver will reduce expenses of the Fund and, accordingly, have a favorable
impact on the Funds' yield and total return. From time to time, the Fund,
consistent with its investment objective, policies and restrictions, may invest
in securities of companies with which Wells Fargo Bank has a lending
relationship. For the fiscal period ended September 30, 1995, the respective
predecessor portfolios of Pacifica Funds Trust paid investment advisory fees to
WFIM's predecessor, FICM, at the annual rates of 0.30%, and 0.30% of Prime
Money Market Fund's and Treasury Money Market Fund's respective average daily
net assets under the advisory agreement in effect at that time.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Funds' custodian and transfer and
dividend disbursing agent. Under the Custody Agreement with Wells Fargo Bank,
a Fund may, at times, borrow money from Wells Fargo Bank as needed to satisfy
temporary liquidity needs. Wells Fargo Bank charges interest on such
overdrafts at a rate determined pursuant to each Fund's Custody Agreement.
Wells Fargo Bank performs its custodial and transfer and dividend dispensing
agency services at 525 Market Street, San Francisco, California 94105.

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<PAGE> 166

SHAREHOLDER SERVICING AGENT

On behalf of the Class A shares, the Funds have entered into
Shareholder Servicing Agreements with Wells Fargo Bank and may enter into
similar agreements with other entities. Under the agreements, Shareholder
Servicing Agents (including Wells Fargo Bank) agree to perform, as agents for
their customers, various shareholder administrative and liaison services with
respect to Fund shares, such as purchases, exchanges and redemptions of Fund
shares; maintaining shareholder accounts and records; assisting shareholders
with and providing such other related services as the Company or a shareholder
may reasonably request. For these services, a Shareholder Servicing Agent is
entitled to receive a fee at the annual rate of up to 0.25% of the average
daily net assets of the Class A owned by investors with whom the Shareholder
Servicing Agent maintains a servicing relationship. In no case shall payments
exceed any maximum amount that may be deemed applicable under applicable laws,
regulations or rules, including the Rules of Fair Practice of the NASD.

Shareholder Servicing Agents may impose certain conditions on their
customers, subject to the terms of this Prospectus, in addition to or different
from those imposed by each Fund, such as requiring a minimum initial investment
or payment of a separate fee for additional services. Each Shareholder
Servicing Agent has agreed to disclose any fees it may directly charge its
customers who are shareholders of a Fund and to notify them in writing at least
30 days before it imposes any transaction fees.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Subject to the overall supervision of the Company's Board of
Directors, Stephens provides each Fund with administrative services, including
general supervision of the Funds' operation, coordination of the other services
provided to the Fund, compilation of information for reports to the SEC and the
state securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Company's Directors and officers. Stephens
also furnishes office space and certain facilities to conduct each Fund's
business, and compensates the Company's Directors, officers and employees who
are affiliated with Stephens. For these services, Stephens is entitled to a
monthly fee at the annual rate of 0.05% of the Funds' average daily net assets.
From time to time, Stephens may waive its fees from a Fund in whole or in part.
Any such waivers will reduce a Fund's expenses and, accordingly, have a
favorable impact on a Fund's yield.

Stephens, as the principal underwriter of the Fund within the meaning
of the 1940 Act, has entered into Distribution Agreements with the Company
pursuant to which Stephens is responsible for distributing Fund shares. The
Company also has adopted a Distribution Plan on behalf of each Fund's Class A
shares under the SEC's Rule 12b-1 (the "Plan"). Under the Plan, Stephens is
entitled, as compensation for distribution-related services, a monthly fee at
an annual rate of up to 0.05% of the average daily net assets of a Fund's Class
A shares. Distribution-related services may include, among other services,
costs and expenses for advertisements, sales literature, direct mail or any
other form of advertising; expenses of sales employees or agents of the
Distributor, including salary, commissions, travel and related expenses;
payments to broker-dealers and financial institutions for services in
connection with the distribution of shares, including promotional incentives
and fees calculated with reference to the average daily net asset value of
shares held by shareholders who have a brokerage or other service relationship
with the broker-dealer or other institution receiving such fees; costs of
printing prospectuses and other materials to be given or sent to prospective
investors; and other similar services as the Directors determine to be
reasonably calculated to result in the sale of shares of each Fund.

Under the Distribution Agreements, Stephens may enter into Selling
Agreements with Selling Agents that wish to make available shares of each Fund
to their respective customers. On behalf of the Class A shares, the Funds may
participate in joint distribution activities with any of the other funds of the
Company, in which event, expenses reimbursed out of the assets of the Funds may
be attributable, in part, to the distribution-related activities of another
fund of the Company. Generally, the expenses attributable to joint
distribution activities are allocated among the Funds and the other funds of
the Company in proportion to their relative net asset sizes, although the
Company's Board of Directors may allocate such expenses in any other manner
that it deems fair and equitable.

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<PAGE> 167

Stephens has established a cash and non-cash compensation program,
pursuant to which broker/dealers or financial institutions that sell shares of
the Company's fund may earn additional compensation in the form of trips to
sales seminars or vacation destinations, tickets to sporting events, theater or
other entertainment, opportunities to participate in golf or other outings and
gift certificates for meals or merchandise or the cash value of a non-cash
compensation item.

FUND EXPENSES

From time to time, Wells Fargo Bank and Stephens may waive their
respective fees in whole or in part and reimburse expenses payable to others.
Any such waivers or reimbursements will reduce a Fund's expenses and,
accordingly, have a favorable impact on the Funds' yield and total return.
Except for the expenses borne by Wells Fargo Bank and Stephens, each fund of
the Company bear all costs of its operations, including its pro rata portion of
the Company expenses such as fees and expenses of its independent auditors and
legal counsel, and compensation of the Company's directors who are not
affiliated with the adviser, administrator or any of their affiliates;
advisory, transfer agency, custody and administration fees, interest, and any
extraordinary expenses. Expenses attributable to each fund of the Company are
charged against the assets of the fund. General expenses of the Company are
allocated among all of the funds of the Company, including the Funds, in a
manner proportionate to the net assets of each fund, on a transactional basis,
or on such other basis as the Company's Board of Directors deems equitable.

TAXES

The Company intends to qualify each Fund each year as regulated
investment companies under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), as long as such qualification is the best interest of the
Funds' shareholders. In addition, net capital gains, net investment income, and
operating expenses will be determined separately for each Fund from the
Company's other funds. By complying with the applicable provisions of the Code,
the Prime Money Market Mutual and Treasury Money Market Mutual Funds will not be
subject to federal income taxes with respect to net investment income and any
net realized capital gains distributed to its shareholders. Dividends from net
investment income (including any net short-term capital gains) declared and paid
by the Funds will be taxable as ordinary income to Fund shareholders, whether
such dividend and distribution payments are taken in cash or have them
automatically reinvested in additional shares of the Funds. Generally,
dividends and distributions are taxable to shareholders at the time they are
paid. However, dividends and distributions declared payable in October,
November and December and made payable to shareholders of record in such a month
are treated as paid and are thereby taxable as of December 31, provided that
such dividends or distributions are actually paid no later than January 31 of
the following year. You may be eligible to defer the taxation of dividend and
capital gain distributions on the shares of the Fund that are held under a
qualified tax-deferred retirement plan. See "Investing in the Fund --
Tax-Deferred Retirement Plans" above. The Funds intend to pay out substantially
all of its net investment income and net realized capital gains (if any) for
each year. The Funds do not expect its dividends to qualify for the
dividends-received deduction allowed to corporate shareholders.

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

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

Further federal tax considerations are discussed in the SAI. All
investors should consult their individual tax advisors with respect to their
particular tax situations as well as the state and local tax status of
investments in shares of the Funds.

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PROSPECTUS APPENDIX--ADDITIONAL
INVESTMENT POLICIES

FUND INVESTMENTS

Treasury Money Market Mutual Fund

The Treasury Money Market Mutual Fund may invest in the following:

(i) obligations issued or guaranteed by the U.S. Treasury such as bills,
notes, bonds and certificates of indebtedness, and in notes and
repurchase agreements collateralized or secured by such obligations
(see below);

(ii) certain repurchase agreements ("repurchase agreements")(discussed
below);

(iii) certain floating- and variable-rate instruments ("variable-rate
instruments);

(iv) securities purchased on a "when-issued" basis and securities purchased
or sold on a "forward commitment" basis or "delayed settlement" basis"
(discussed below);

(v) certain reverse repurchase agreements ("reverse repurchase
agreements")(discussed below); and

(vi) certain securities issued by other investment companies.

Prime Money Market Mutual Fund

The Prime Money Market Mutual Fund may invest in the following:

(i) obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities, including government-sponsored enterprises,
including U.S. Treasury obligations ("U.S. Government
obligations")(discussed below);

(ii) certain repurchase agreements ("repurchase agreements")(discussed
below);

(iii) certain floating- and variable-rate instruments ("variable-rate
instruments);

(iv) securities purchased on a "when-issued" basis and securities purchased
or sold on a "forward commitment" basis or "delayed settlement" basis"
(discussed below);

(v) certain reverse repurchase agreements ("reverse repurchase
agreements")(discussed below);

(vi) certain securities issued by other investment companies;

(vii) negotiable certificates of deposit, fixed time deposits, bankers'
acceptances or other short-term obligations of U.S. banks (including
foreign branches) that have more than $1 billion in total assets at
the time of investment and are members of the Federal Reserve System
or are examined by the Comptroller of the Currency or whose deposits
are insured by the FDIC ("bank instruments");

(viii) commercial paper rated at the date of purchase Prime-1 by Moody's
Investors Service, Inc. ("Moody's") or "A-1+" or "A-1" by Standard &
Poor's Corporation ("S&P") ("rated commercial paper");

(ix) commercial paper unrated at the date of purchase but secured by a
letter of credit from a U.S. bank that meets the above criteria for
investment;

(x) short-term, U.S. dollar-denominated obligations of U.S. branches of
foreign banks that at the time of investment have more than $10
billion, or the equivalent in other currencies, in total assets
("foreign bank obligations") (discussed below).

(xi) mortgage-backed securities (discussed below); and

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(xii) certain other asset-backed securities (discussed below).

U.S. Government Obligations

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

Repurchase Agreements

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

Floating- and Variable-Rate Instruments

Certain of the debt instruments that the Funds may purchase bear
interest at rates that are not fixed, but vary for example, with changes in
specified market rates or indices or at specified intervals. Certain of these
instruments may carry a demand feature that would permit the holder to tender
them back to the issuer at par value prior to maturity. The Funds may, in
accordance with SEC rules, account for these instruments as maturing at the
next interest rate readjustment date or the date at which the Funds may tender
the instrument back to the issuer, whichever is later. The floating- and
variable-rate instruments that the Funds may purchase include certificates of
participation in such obligations. The Funds may invest in floating- and
variable-rate obligations even if they carry stated maturities in excess of 397
days, upon compliance with certain conditions of the SEC, in which case such
obligations will be treated in accordance with these conditions as having
maturities not exceeding 397 days.

The investment adviser to the Funds will monitor on an ongoing basis
the ability of an issuer of a demand instrument to pay principal and interest
on demand. Events affecting the ability of the issuer of a demand instrument
to make payment when due may occur between the time a Fund elects to demand
payment and the time

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payment is due, thereby affecting the Funds' ability to obtain payment at par.
Demand instruments whose demand feature is not exercisable within seven days
may be treated as liquid, provided that an active secondary market exists.

Securities Loans

The Prime Money Market Mutual Fund may also lend its portfolio
securities in order to increase income to broker-dealers and other
institutional investors pursuant to agreements requiring that the loans be
continuously secured by collateral equal at all times in value to at least the
market value of the securities loaned plus accrued interest. Collateral for
such loans may include cash, U.S. Treasury securities or other U.S. government
securities or an irrevocable letter of credit issued by a bank which meets the
investment standards of the Fund. Such loans will not be made if, as a result,
the aggregate of all outstanding loans of the Fund exceeds one-third of the
value of its total assets. There may be risks of delay in receiving additional
collateral or in recovering the securities loaned or even a loss of rights in
the collateral should the borrower of the securities fail financially.

When-Issued, Forward Commitment and Delayed Settlement Securities

Each Fund may purchase securities on a "when-issued" basis and may
purchase or sell securities on a "forward commitment" basis. The Funds may
also purchase or sell securities on a "delayed settlement" basis. When-issued
and forward commitment transactions, which involve a commitment by a Fund to
purchase or sell particular securities with payment and delivery taking place
at a future date (perhaps one or two months later), permit the Funds to lock in
a price or yield on a security it owns or intends to purchase, regardless of
future changes in interest rates. Delayed settlement describes settlement of a
securities transaction in the secondary market which will occur sometime in the
future. When-issued, forward commitment and delayed settlement transactions
involve the risk, however, that the yield or price obtained in a transaction
may be less favorable than the yield or price available in the market when the
securities delivery takes place. A Fund's forward commitments, when-issued
purchases and delayed settlements are not expected to exceed 25% of the value
of the Fund's total assets absent unusual market conditions. The Funds do not
intend to engage in these transactions for speculative purposes but only in
furtherance of their investment objectives.

Other Investment Companies

The Funds may invest up to 10% of their assets in shares of other
open-end investment companies that invest exclusively in the high-quality,
short-term money market instruments in which the Funds may invest. The
Treasury Money Market Mutual Fund may only invest in shares of other investment
companies that are structured to seek an investment objective that is similar
to the Fund's investment objective. The investment companies can be expected
to charge management fees and other operating expenses that would be in
addition to those charged to a Fund; however, the Funds' adviser has undertaken
to waive its advisory fees with respect to that portion of the Fund's assets so
invested. The Funds may invest in shares of other open-end investment
companies up to the limits prescribed by the 1940 Act.

Foreign Obligations

The Prime Money Market Mutual Fund may invest up to 25% of its assets
in high-quality, short-term (thirteen months or less) debt obligations of
foreign branches of U.S. banks or U.S. branches of foreign banks that are
denominated in and pay interest in U.S. dollars. The Prime Money Market Mutual
Fund may also invest in U.S. dollar-denominated obligations issued or
guaranteed by foreign governments or any of their political subdivisions,
agencies or instrumentalities. Such obligations include debt obligations of
supranational entities. Supranational entities include international
organizations designated or supported by governmental entities to promote
economic reconstruction or development and international banking institutions
and related government agencies.

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about a domestic issuer. Foreign issuers also are not subject to the same
uniform accounting, auditing and financial reporting standards or governmental
supervision as domestic issuers. In addition, with respect to certain foreign
countries, interest may be withheld at the source under foreign income tax
laws, and there is a possibility of expropriation or confiscatory taxation,
political or social instability or diplomatic developments that could adversely
affect investments in, the liquidity of, and the ability to enforce contractual
obligations with respect to, securities of issuers located in those countries.

Mortgage-Backed And Other Asset-Backed Securities

The Prime Money Market Mutual Fund may purchase asset-backed
securities, which are securities backed by mortgages, installment sales
contracts, credit card receivables or other assets. The average life of
asset-backed securities varies with the maturities of the underlying
instruments, and the average life of a mortgage-backed instrument, in
particular, is likely to be substantially less than the original maturity of
the mortgage pools underlying the securities as the result of mortgage
prepayments. For this and other reasons, an asset-backed security's stated
maturity may be shortened, and the securities' total return may be difficult to
predict precisely. Such difficulties are not, however, expected to have a
significant effect on the Fund since the remaining maturity of any asset-backed
security acquired will be thirteen months or less. Asset-backed securities
purchased by the Fund may include collateralized mortgage obligations ("CMOs")
issued by private companies.

INVESTMENT POLICIES

Each Fund's investment objective, as set forth under "How the Funds
Work--Investment Objectives and Policies", is fundamental; that is, it may not
be changed without approval by the vote of the holders of a majority of the
Fund's outstanding voting securities, as described under "Capital Stock" in the
SAI. In addition, any fundamental investment policy may not be changed without
such shareholder approval. If the Company's Board of Directors determines,
however, that a Fund's investment objective could best be achieved by a
substantive change in a nonfundamental investment policy or strategy, the
Company's Board may make such change without shareholder approval and will
disclose any such material changes in the then-current prospectus.

As matters of fundamental policy, each Fund may: (i) borrow from banks
up to 20% of the current value of its net assets only for temporary purposes in
order to meet redemptions, and these borrowings may be secured by the pledge of
up to 10% of the current value of its net assets (but investments may not be
purchased by the Fund while any such outstanding borrowing in excess of 5% of
its net assets exists); and (ii) not invest more than 25% of its assets (i.e.,
concentrate) in any particular industry, excluding, U.S. Government obligations
and, with respect to the Prime Money Market Mutual Fund, the obligations of
U.S. banks and certain U.S. branches of foreign banks.

These investment restrictions are applied at the time investment
securities are purchased. As a matter of nonfundamental policy, the Funds may
make loans of portfolio securities or other assets, although neither Fund
intends to do so during the current fiscal year.

As a matter of nonfundamental policy, neither Fund may: (i) purchase
securities of any issuer (except for U.S. Government obligations, for certain
temporary purposes and for certain guarantees and unconditional puts) if as a
result more than 5% of the value of its total assets would be invested in the
securities of such issuer, except that a Fund may invest up to 25% of its
assets in the highest-rated obligations of any one issuer for a period of up to
three business days, or if a Fund would own more than 10% of the outstanding
voting securities of such issuer; and (ii) invest more than 10% of the current
value of its net assets in securities that are illiquid by virtue of the
absence of a readily available market or legal or contractual restrictions on
resale or that have maturities of more than seven days. With respect to item
(i), it may be possible that the Company would own more than 10% of the
outstanding voting securities of an issuer. Also, as a matter of
non-fundamental policy and in accordance with the current regulations of the
SEC, the Prime Money Market Mutual Fund intends to limit its investments in the
obligations of any one non-U.S. governmental issuer to not more than 5% of its
total assets at the time of purchase, provided that the Fund may invest up to
25% of its assets in the obligations of one non-U.S. governmental issuer for a
period of up to three business days. For purposes of item (ii), repurchase
agreements that do not provide for payment to the Funds within seven days after
notice are subject to this 10% limit, unless the Board or investment

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adviser, pursuant to guidelines adopted by the Board, determines that a liquid
trading market exists. The following securities are excluded from the Funds'
10% limitation: (a) securities eligible for resale pursuant to Rule 144A under
the 1933 Act that have been determined to be liquid by the Fund's Board of
Directors, and (b) Section 4(2) commercial paper that (i) is not traded flat or
in default as to interest or principal and (ii) is rated in one of the two
highest categories by at least two NRSROs and the Board of Directors has
determined the commercial paper to be liquid; or (iii) is rated in one of the
two highest categories by one NRSRO and the Fund's Board of Directors has
determined that the commercial paper is of equivalent quality and is liquid.

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SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISER,
TRANSFER AND DIVIDEND
DISBURSING AGENT AND CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Funds,
simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH MONEY MARKET MUTUAL FUNDS:

o are NOT FDIC insured
o are NOT deposits or obligations of Wells Fargo Bank
o are NOT guaranteed by Wells Fargo Bank
o involve investment risk, including possible loss of principal
o seek to maintain a stable net asset value of $1.00 per share, however,
there can be no assurance that either fund will meet this goal.
Yields and returns will vary with market conditions.

<PAGE> 174

STAGECOACH FUNDS(R)

PROSPECTUS

GOVERNMENT MONEY MARKET MUTUAL FUND

CLASS A

AUGUST 31, 1996

<PAGE> 175

STAGECOACH FUNDS(R)

GOVERNMENT MONEY MARKET MUTUAL FUND

CLASS A

Stagecoach Funds, Inc. (the "Company") is an open-end investment company.
This Prospectus contains information about one class offered by one fund of the
Stagecoach Family of Funds -- the GOVERNMENT MONEY MARKET MUTUAL FUND -- CLASS A
-- (the "Fund").

The GOVERNMENT MONEY MARKET MUTUAL FUND seeks to provide investors with as
high a level of current income as is consistent with preservation of capital
and liquidity. The Fund pursues its objective by investing its assets
exclusively in obligations issued or guaranteed by the U.S. Government, its
agencies and instrumentalities, which have remaining maturities not exceeding
397 days (13 months), and in certain repurchase agreements.

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

Please read this Prospectus before investing and retain it for future
reference. It is designed to provide you with important information and to
help you decide if the Fund's goals match your own. A Statement of Additional
Information ("SAI"), dated August 31, 1996, containing additional information
about the Fund, has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. The SAI is
available without charge by writing to Stagecoach Funds, Inc., c/o Stagecoach
Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San Francisco, CA
94120-7066 or by calling the Company at 1-800-222-8222. If you hold shares in
an IRA, please call 1-800-BEST-IRA for information or assistance.

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

PROSPECTUS DATED AUGUST 31, 1996

<PAGE> 176

The Fund is advised by Wells Fargo Bank, which also serves as the Fund's
transfer and dividend disbursing agent and custodian. In addition, Wells Fargo
Bank is a Shareholder Servicing Agent and a Selling Agent (each defined below).
Stephens Inc. ("Stephens") is the Fund's sponsor and administrator and serves as
distributor of the Fund's shares.

<PAGE> 177

TABLE OF CONTENTS

<TABLE>
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Page
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<S> <C>
PROSPECTUS SUMMARY................................................................. 1

SUMMARY OF FUND EXPENSES........................................................... 3

FINANCIAL HIGHLIGHTS............................................................... 5

HOW THE FUND WORKS................................................................. 7

THE FUND AND MANAGEMENT............................................................ 9

INVESTING IN THE FUND.............................................................. 10

DIVIDENDS.......................................................................... 15

HOW TO REDEEM SHARES............................................................... 15

ADDITIONAL SHAREHOLDER SERVICES.................................................... 18

MANAGEMENT, DISTRIBUTION AND SERVICING FEES........................................ 20

TAXES.............................................................................. 22

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

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PROSPECTUS SUMMARY

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

Q. WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A. The GOVERNMENT MONEY MARKET MUTUAL FUND seeks to provide investors with
as high a level of current income as is consistent with preservation of
capital and liquidity. The Fund pursues its objective by investing its
assets exclusively in obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities, which have remaining
maturities not exceeding 397 days (13 months) as determined in accordance
with Rule 2a-7 under the Investment Company Act of 1940, as amended (the
"1940 Act"), and in certain repurchase agreements. The Fund maintains a
dollar-weighted average portfolio maturity of 90 days or less. See "How
the Fund Works--Investment Objective and Policies" and "Prospectus
Appendix--Additional Investment Policies"
for further information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

A. Investments in the Fund are not bank deposits or obligations of Wells
Fargo Bank are not insured by the FDIC nor are they insured or guaranteed
against loss of principal. Therefore, you should be prepared to accept
some risk with money invested in this Fund. Although the Fund seeks to
maintain a stable net asset value of $1.00 per share, there is no
assurance that it will be able to do so. The Fund may not achieve as high
a level of current income as other mutual funds that do not limit their
investment to the high-credit quality instruments in which the Fund
invests. As with all mutual funds, there can be no assurance that the
Fund will achieve its investment objectives.

Q. WHO MANAGES MY INVESTMENTS?

A. Wells Fargo Bank, as the Fund's investment adviser, manages your
investments. Wells Fargo Bank also provides transfer agency, dividend
disbursing agency, and custodial services. In addition, Wells Fargo Bank
is a Shareholder Servicing Agent and a Selling Agent under a Selling
Agreement with Stephens, the Fund's distributor. See "The Fund and
Management" and "Management, Distribution and Servicing Fees."

Q. HOW DO I INVEST?

A. You may invest by purchasing Fund shares at the net asset value or NAV.
You may open an account by making an initial investment of least $2,500
and may add to your account by making additional investments of at least
$100, with certain exceptions. Shares may be purchased by wire, by mail,
or by an automatic investment feature called the AutoSaver Plan on any day
the Fund is open. See "Investing in the Fund" for more details, or
contact Stephens (the Fund's sponsor and distributor), a Shareholder
Servicing Agent or a Selling Agent (such as Wells Fargo Bank).

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income are declared daily and automatically
reinvested monthly in additional Fund shares at net asset value unless you
elect to receive dividends credited to your Wells Fargo Bank account or
paid in cash. Any capital gains are distributed at least annually in the
same manner. See "Dividends" and "Additional Shareholder Services".

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<PAGE> 179

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

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

Q. HOW MAY I REDEEM SHARES?

A. You may redeem your shares, without charge, by telephone, by letter or,
on a regular monthly basis, by an automatic feature called the Systematic
Withdrawal Plan on any day the Fund is open. In addition, the Company
reserves the right to impose charges for wiring redemption proceeds. See
"How To Redeem Shares" for more details, or contact Stephens (the Fund's
distributor), a Shareholder Servicing Agent or a Selling Agent (such as
Wells Fargo Bank).

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<PAGE> 180

SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES
FOR CLASS A SHARES

<TABLE>
<CAPTION>
GOVERNMENT
MONEY
MARKET
MUTUAL
FUND
----------
<S> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) ........... None
Sales Charge Imposed on Reinvested Dividends ... None
Sales Charge Imposed on Redemptions ............ None
Exchange Fees .................................. None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR CLASS A SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
GOVERNMENT
MONEY
MARKET
MUTUAL
FUND
----------
<S> <C>
Management Fee 0.30%
Rule 12b-1 Fee 0.05%
Other Expenses 0.40%
-----
TOTAL FUND OPERATING EXPENSES (after
waivers or reimbursements)(2) 0.75%
=====
</TABLE>

- ---------------
(1) Other Expenses (before waivers or reimbursements) would be 0.43%.
(2) Total Fund Operating Expenses (before waivers or reimbursements) would be
0.78%.

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<PAGE> 181

EXAMPLE OF EXPENSES
FOR CLASS A SHARES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>

You would pay the following expenses on
a $1,000 investment in the Fund, assuming
a 5% annual return and redemption at
the end of each time period indicated: $8 $24 $42 $93
</TABLE>

EXPLANATION OF TABLES

SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
Fund shares. There are no Shareholder Transaction Expenses for the Fund. The
Company reserves the right to impose a charge for wiring redemption proceeds.

ANNUAL FUND OPERATING EXPENSES for the Fund are based on applicable
contract amounts and derived from amounts incurred by the predecessor
portfolio, the Government Money Market Fund of Pacifica Funds Trust, during its
most recent fiscal year, restated to reflect voluntary fee waivers and expense
reimbursements that are expected to continue during the current fiscal year.
Wells Fargo Bank and Stephens have agreed to waive or reimburse all or a
portion of the fees charged to, or expenses paid by, the Fund to ensure the
Total Fund Operating Expenses do not exceed 0.75% of the Fund's average daily
net assets through August 31, 1997. Any waivers or reimbursements will reduce
the Fund's total expenses. There can be no assurance that waivers or
reimbursements will continue after that time. The Fund understands that a
Shareholder Servicing Agent may impose certain conditions on its customers,
subject to the terms of this Prospectus, in addition to or different from those
imposed by a Fund, such as requiring a higher minimum initial investment or
payment of a separate fee for additional services. For more complete
descriptions of the various costs and expenses you can expect to incur as an
investor in the Fund, please see "Investing in the Fund -- How to Buy Shares"
and "Management, Distribution and Servicing Fees."

EXAMPLE OF EXPENSES is a hypothetical illustration of the expenses
associated with a $1,000 investment over stated periods, based on the expenses
in the above tables and an assumed annual rate of return of 5%. This rate of
return should not be considered an indication of actual or expected performance
of the Fund nor a representation of past or future expenses; actual expenses
and returns may be greater or lesser than those shown.

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<PAGE> 182

FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial Highlights
in the annual financial statements for the fiscal period ended September 30,
1995 for Pacifica Funds Trust's Government Money Market Fund, the predecessor
fund to the Fund. This information is provided to assist you in evaluating the
performance of the Fund since its commencement of operations. The financial
information for the year ended September 30, 1995 and for the periods through
September 30, 1994 were each audited by former independent accountants to the
predecessor fund. The financial information and the respective reports on such
audits are each attached to the SAI. This information should be read in
conjunction with the predecessor fund's related annual financial statements and
notes thereto.

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<PAGE> 183

GOVERNMENT MONEY MARKET MUTUAL FUND
For a Class A Share Outstanding as Shown

PERIOD ENDED YEAR ENDED SEPTEMBER 30,
MARCH 30, 1996 ------------------------
(UNAUDITED) 1995 1994 1993 1992
-------------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net asset value -- beginning of period................. $1.000 $ 1.000 $ 1.000 $ 1.000
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2).............................. 0.047 0.031 0.027 0.039
Net realized gain on investments...................... 0.004 -- -- --
-------- -------- -------- --------
Total from investment operations..................... 0.051 0.031 0.027 0.039
-------- -------- -------- --------
LESS DISTRIBUTIONS:
Dividends from net investment income.................. (0.047) (0.031) (0.027) (0.039)
Dividends from net realized gain on investments....... (0.004) -- -- --
-------- -------- -------- --------
Total distributions.................................. (0.051) (0.031) (0.027) (0.039)
-------- -------- -------- --------
Net asset value -- end of period...................... $1.000 $ 1.000 $ 1.000 $ 1.000
======== ======== ======== ========
Total Return......................................... 5.22% 3.16% 2.77% 3.99%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)....................... $109,368 $194,276 $188,934 $184,705
Ratio of expenses to average net assets............... 0.79% 0.77% 0.83% 0.82%
Effect of waivers on above ratio...................... 0.02% 0.02% 0.01% 0.00%
Ratio of net investment income to average net assets..
Six Months Ended March 31, 1996 (unaudited) 5.08% 3.07% 2.73% 3.85%
<CAPTION>
PERIOD ENDED
YEAR ENDED SEPTEMBER 30, SEPTEMBER 30,
------------------------ -------------
1991 1990 1989 1988(1)
-------- -------- -------- -------------
<S> <C> <C> <C> <C>
Net asset value -- beginning of period................. $ 1.000 $ 1.000 $ 1.000 $ 1.000
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2).............................. 0.061 0.076 0.084 0.030
Net realized gain on investments...................... -- -- -- --
-------- -------- -------- -------------
Total from investment operations..................... 0.061 0.076 0.084 0.030
-------- -------- -------- -------------
LESS DISTRIBUTIONS:
Dividends from net investment income.................. (0.061) (0.076) (0.084) (0.030)
Dividends from net realized gain on investments....... -- -- -- --
-------- -------- -------- -------------
Total distributions.................................. (0.061) (0.076) (0.084) (0.030)
-------- -------- -------- -------------
Net asset value -- end of period...................... $ 1.000 $ 1.000 $ 1.000 $ 1.000
======== ======== ======== =============
Total Return......................................... 6.30% 7.85% 8.71% 3.04%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)....................... $171,375 $160,436 $162,726 $125,856
Ratio of expenses to average net assets............... 0.85% 0.73% 0.68% 0.66%(3)
Effect of waivers on above ratio...................... 0.03% 0.10% 0.16% 0.26%(3)
Ratio of net investment income to average net assets..
Six Months Ended March 31, 1996 (unaudited) 6.13% 7.60% 8.42% 6.94%(3)
</TABLE>

- ---------------
(1) Commencement of operations was on April 26, 1988.
(2) Per share data are based upon average monthly shares outstanding.
(3) Annualized.

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<PAGE> 184

HOW THE FUND WORKS

INVESTMENT OBJECTIVE AND POLICIES

THE GOVERNMENT MONEY MARKET MUTUAL FUND

The Government Money Market Mutual Fund's investment objective is to seek
to provide investors with as high a level of current income as is consistent
with preservation of capital and liquidity. The Fund pursues its objective by
investing its assets exclusively in obligations issued or guaranteed by the
U.S. Government, its agencies and instrumentalities (as described below), which
have remaining maturities not exceeding 397 days (13 months), as determined in
accordance with Rule 2a-7 under the 1940 Act. The Fund may also invest in
repurchase agreements collateralized by such U.S. Government obligations. As
with all mutual funds, there can be no assurance that the Fund, which is a
diversified portfolio, will achieve its investment objective. The Fund
maintains a dollar-weighted average portfolio maturity of 90 days or less.

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

The Fund may also purchase "stripped securities" that are interests in
U.S. Treasury obligations reflected in the Federal Reserve-Book Entry System
that represent ownership in either the future interest payments or the future
principal payments on the U.S. Treasury obligations. Stripped securities are
issued at a discount to their "face value" and may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are paid to investors.

For additional information on permitted investments for the Fund, see
"Prospectus Appendix -- Additional Investment Policies."

INVESTMENT RISKS

The Fund, under the 1940 Act, must comply with certain investment criteria
designed to provide liquidity, reduce risk, and allow the Fund to maintain a
stable net asset value of $1.00 per share. The Fund's dollar-weighted average
portfolio maturity must not exceed 90 days. Any security that the Fund
purchases must have a remaining maturity of not more than 397 days. In
addition, as described above, any security that the Fund purchases must present
minimal credit risks and be of high quality (i.e., be rated in the top two
rating categories by the required number of nationally recognized statistical
rating organizations or, if unrated, determined to be of comparable quality to
such rated securities). These determinations are made by the Fund's investment
adviser under guidelines adopted by the Company's Board of Directors.

7
<PAGE> 185

The Fund seeks to reduce risk by investing its assets in securities of
various issuers. In addition, the Fund emphasizes safety of principal and high
credit quality. In particular, the internal investment policies of the Fund's
investment adviser prohibit the purchase for the Fund of many types of
floating-rate derivative securities that are considered potentially volatile.
The following types of derivative securities are not permitted investments for
the Fund:

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

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

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

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

o inverse floaters (which reset in the opposite direction of
their index).

Additionally, the Fund may not invest in securities whose interest rate
reset provisions are tied to an index that materially lags short-term interest
rates, such as "COFI floaters." The Fund may only invest in floating-rate
securities that bear interest at a rate that resets quarterly or more
frequently and that resets based on changes in standard money market rate
indices such as U.S. Treasury bills, London Interbank Offered Rate, the prime
rate, published commercial paper rates or federal funds rates.

The Government Money Market Mutual Fund restricts its investment to U.S.
Government obligations that meet all of the standards described above but does
not limit the types of U.S. Government obligations in which it may invest.
Obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities have historically involved little risk of loss of principal
if held to maturity. However, due to fluctuations in interest rates, the market
value of such obligations may vary during the period a shareholder owns shares
of the Fund. It should be noted that neither the United States, nor any agency
or instrumentality thereof, has guaranteed, sponsored or approved the Fund or
its shares.

Generally, securities in which the Fund invests will not earn as high a
yield as securities of longer maturity and/or of lesser quality that are more
subject to market volatility. The Fund attempts to maintain the value of its
shares at a constant $1.00 per share, although there can be no assurance that
the Fund will always be able to do so.

PERFORMANCE

The Fund's performance may be advertised from time to time in terms of
current yield, effective yield or average annual total return. Performance
figures are based on historical results and are not intended to indicate future
performance.

Yield refers to the income generated by an investment in the Fund over a
specified period (usually seven days), expressed as an annual percentage rate.
Effective yield is calculated similarly but assumes reinvestment of the income
earned from the Fund. Because of the effects of compounding, effective yields
are slightly higher than yields. In addition, at times the Fund may also
present non-standard performance figures, such as yields and effective yields
for a 30-day period and, in sales literature, distribution rates.

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<PAGE> 186

Annual return of a class of shares is based on the overall dollar or
percentage change of an investment in a Fund's class and assumes the investment
is at NAV and all dividends and distributions attributable to a class are also
reinvested at NAV in shares of the class.

Additional information about the performance of the Fund is contained in
the SAI under "Performance Calculations" and the Annual Report, which are
available upon request without charge by calling the Company at 1-800-222-8222
or by writing the Company at the address shown on the front cover of the
Prospectus.

THE FUND AND MANAGEMENT

The Fund is one fund in the Stagecoach Family of Funds. The Company
was organized as a Maryland corporation on September 9, 1991 and currently
offers shares of the following series: Aggressive Growth, Arizona Tax-Free,
Asset Allocation, Balanced, California Tax-Free Bond, California Tax-Free
Income, California Tax-Free Money Market Mutual, Corporate Stock, Diversified
Income, Equity Value, Ginnie Mae, Government Money Market Mutual, Growth and
Income, Money Market Mutual, Money Market Trust, National Tax-Free, National
Tax-Free Money Market Mutual, Oregon Tax-Free, Prime Money Market Mutual,
Short-Intermediate U.S. Government Income, Treasury Money Market Mutual and U.S.
Government Allocation Funds. Each of the Company's funds, except the California
Tax-Free Income, Corporate Stock, Government Money Market Mutual, Money Market
Trust and Short-Intermediate U.S. Government Income Funds, currently offer three
classes of shares. The California Tax-Free Income and Short-Intermediate U.S.
Government Income Funds offer two classes of shares, and the Corporate Stock,
Government Money Market Mutual Fund and the Money Market Trust offer a single
class of shares. Each class of shares represents an equal, proportionate
interest in a Fund with other shares of the same class. Shareholders of each
class bear their pro rata portion of a Fund's operating expenses except for
certain class-specific expenses (e.g., any state securities registration fees,
shareholder servicing fees or distribution fees that may be paid under Rule
12b-1) that are allocated to a particular class. For information on another fund
or a class of shares, please call Stagecoach Shareholder Services at
1-800-222-8222 or write the Company at the address shown on the front cover of
the Prospectus.

The Board of Directors of the Company supervises the funds' activities and
monitors their contractual arrangements with various service providers.
Although the Company is not required to hold annual shareholder meetings,
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing a
fund's investment objective or fundamental investment policies. All shares of
the Company have equal voting rights and will be voted in the aggregate, rather
than by series or Class, unless otherwise required by law (such as when the
voting matter affects only one series or Class). As a Fund shareholder, you
are entitled to one vote for each share you own and fractional votes for
fractional shares owned. See "Management" in the SAI for more information on
the Company's Directors and Officers. A more detailed description of the
voting rights and attributes of the shares is contained under "Capital Stock"
in the SAI.

Wells Fargo Bank serves as the Fund's investment adviser, transfer and
dividend disbursing agent, and custodian. In addition, Wells Fargo Bank serves
as a Shareholder Servicing Agent and a Selling Agent of the Fund. Wells Fargo
Bank, one of the largest banks in the United States, was founded in 1852 and is
the oldest bank in the western United States. As of April 1, 1996, Wells Fargo
Bank and its affiliates provided investment advisory services for approximately
$56 billion in assets of individuals, trusts, estates and institutions. Wells
Fargo Bank also serves as investment adviser to the other separately managed
funds (or the master portfolio in which a fund may invest) of the Company, and
as investment adviser or sub-adviser to separately managed investment funds of
five other registered, open-end, management investment companies. Wells Fargo
Bank, a wholly-owned subsidiary of Wells Fargo & Company, is located at 420
Montgomery Street, San Francisco, California 94163. Wells Fargo Investment
Management Inc. ("WFIM"), a wholly-owned subsidiary of Wells Fargo & Company,
is located at 444 Market Street, San Francisco, California 94163.

9
<PAGE> 187
Prior to its acquisition by Wells Fargo & Company on April 1, 1996, WFIM
(formerly, First Interstate Capital Management, Inc.) served as investment
adviser to the predecessor portfolio. WFIM, a wholly-owned subsidiary of Wells
Fargo & Company, is located at 7501 F. McCormick Parkway, Scottsdale, Arizona
85258. Prior to March 18,

1994, the predecessor portfolio's investment adviser was San Diego Financial
Capital Management, Inc., which was acquired by First Interstate Bancorp
through its merger with San Diego Financial Corporation.

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

Stephens is the Fund's sponsor and administrator and distributes the
Fund's shares. Stephens is a full service broker/dealer and investment
advisory firm located at 111 Center Street, Little Rock, Arkansas 72201.
Stephens and its predecessor have been providing securities and investment
services for more than 60 years. Additionally, they have been providing
discretionary portfolio management services since 1983. Stephens currently
manages investment portfolios for pension and profit-sharing plans, individual
investors, foundations, insurance companies and university endowments.

INVESTING IN THE FUND

OPENING AN ACCOUNT

You can buy Class A shares in the Fund in one of the several ways
described below. You must complete and sign an Account Application to open an
account. Additional documentation may be required from corporations,
associations, and certain fiduciaries. Do not mail cash. If you have any
questions or need extra forms, you may call 1-800-222-8222.

To invest in the Fund through tax-deferred retirement plans through which
the Fund is available, please contact a Shareholder Servicing Agent or a
Selling Agent to receive information and the required separate application.
See "Tax-Deferred Retirement Plans" below.

The Company or Stephens may make the Prospectus available in an electronic
format. Upon receipt of a request from you or your representative, the Company
or Stephens will transmit or cause to be transmitted promptly, without charge,
a paper copy of the electronic Prospectus.

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<PAGE> 188

SHARE VALUE

The value of a Fund share is its "net asset value" or NAV. Wells Fargo
Bank calculates the NAV as of 12:00 p.m. (Pacific time) and 1:00 p.m. (Pacific
time) on each Business Day (as defined below). The NAV of a share of the Fund
is determined by dividing the total net assets (i.e., the value of the Fund's
portfolio investments and cash and other assets, less the liabilities) by the
number of outstanding shares of the Fund. The value of the net assets is
determined daily by adjusting the net assets at the beginning of the day by the
value of shareholder activity, net investment income and net realized and
unrealized gains or losses for that day. Net investment income is calculated
each day by attributing a pro rata share of daily income and common expenses,
and by assigning expenses as appropriate. The NAV of a share of the Fund is
expected to fluctuate daily. As noted above, the Fund seeks to maintain a
constant $1.00 NAV share price, although there can be no assurance that it will
be able to do so. The only transaction orders that are processed at 1:00 p.m.
are those that are received prior to that time through Shareholder Servicing
Agents in connection with automated investment programs. All transaction
orders are processed at the NAV next determined after the order is received.

The Fund's NAV is calculated on the basis of the amortized-cost method.
This valuation method is based on the receipt of a steady rate of payment from
the date of purchase until maturity rather than actual changes in market value.
The Company's Board of Directors believes that this valuation method
accurately reflects fair value.

HOW TO BUY SHARES

Generally, the minimum initial investment amount is $2,500. The minimum
investment amounts, however, are $100 for investments made through the
AutoSaver Plan (described below) and $250 for investments made through any
tax-deferred retirement account for which Wells Fargo Bank serves as custodian
or trustee under a prototype trust approved by the IRS (a "Plan Account").
Generally, subsequent investments must be made in amounts of $100 or more.
Where Fund shares are acquired in exchange for shares of another fund in the
Stagecoach Family of Funds, the minimum initial investment amount applicable to
the shares being exchanged generally carries over. This means, for example,
that you can make an initial investment of only $1,000 in the Fund even though
ordinarily a $2,500 minimum balance is required, in an exchange from a fund
that has a $1,000 minimum investment requirement, except that if the value of
your investment in shares of the fund from which you are exchanging has been
reduced below the minimum initial investment amount by changes in market
conditions or sales charges (and not by redemptions), you may carry over the
lesser amount into the Fund. Plan Accounts that invest in the Fund through
Wells Fargo ExpressInvest(TM) (available to certain Wells Fargo tax-deferred
retirement plans) are not subject to the minimum initial or subsequent
investment amount requirements. In addition, the minimum initial or subsequent
purchase amount requirements may be waived or lowered for investments effected
on a group basis by certain entities and their employees, such as pursuant to a
payroll deduction or other accumulation plan. If you have questions regarding
purchases of shares or ExpressInvest, please call 1-800-222-8222 or contact a
Shareholder Servicing Agent or Selling Agent (as defined below). For
additional

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information on tax-deferred accounts, please refer to "Investing in
the Fund -- Tax-Deferred Retirement Plans" or contact a Shareholder Services
Agent or Selling Agent.

INITIAL PURCHASES BY WIRE

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

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

Wells Fargo Bank, N.A.
San Francisco, California
Bank Routing Number: 121000248
Wire Purchase Account Number: 4068-000587
Attention: Stagecoach Funds (Name of Fund) (designate Class A)
Account Name(s): Name(s) in which to be registered
Account Number: (if investing into an existing account)

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

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

INITIAL PURCHASES BY MAIL

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

2. Mail the Account Application and a check for $2,500 or more payable to
"Stagecoach Funds (Name of Fund) (designate Class A)," to the address set
forth under "Initial Purchases by Wire" above.

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

AUTOSAVER PLAN PURCHASES

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You may change your investment amount, the date on which your AutoSaver
purchase is effected, suspend purchases or terminate your election at any time
by notifying the Transfer Agent at least five (5) Business Days prior to any
scheduled transaction.

TAX-DEFERRED RETIREMENT PLANS

You may be entitled to invest in the Fund through a Plan Account or other
tax-deferred retirement plan. Contact a Shareholder Servicing Agent (such as
Wells Fargo Bank) or a Selling Agent for materials describing Plan Accounts
available through it, and the benefits, provisions, and fees of such Plan
Accounts. The minimum initial investment amount for Fund shares acquired
through a Plan Account is $250 (the minimum initial investment amount is not
applicable if you participate in ExpressInvest through a Plan Account).

Pursuant to the Code, individuals who are not active participants (and who
do not have a spouse who is an active participant) in certain types of
retirement plans ("qualified retirement plans") may deduct contributions to an
Individual Retirement Account ("IRA"), up to specified limits. Investment
earnings in the IRA will be tax-deferred until withdrawn, at which time the
individual may be in a lower tax bracket.

The maximum annual deductible contribution to an IRA for individuals under
age 70 1/2 is 100% of includable compensation up to a maximum of (i) $2,000 for
single individuals; (ii) $4,000 for a married couple when both spouses earn
income; and (iii) $2,250 when one spouse earns, or elects for IRA purposes to
be treated as earning, no income (together the "IRA contribution limits").

The IRA deduction is also available for single individual taxpayers and
married couples who are active participants in qualified retirement plans but
who have adjusted gross incomes that do not exceed certain specified limits.
If their adjusted gross income exceeds these limits, the amount of the
deductible contribution may be phased down and eventually eliminated.

Any individual who works may make nondeductible contributions to an IRA in
addition to any deductible contributions. Total aggregate deductible and
nondeductible contributions are limited to the IRA contribution limits
discussed above. Nondeductible contributions in excess of the applicable IRA
contribution limit are "nondeductible excess contributions." In addition,
contributions made to an IRA for the year in which an individual attains the
age of 70 1/2, or any year thereafter, are also nondeductible excess
contributions. Nondeductible excess contributions are subject to a 6% excise
tax penalty that is charged each year that the nondeductible excess
contribution remains in the IRA.

An employer also may contribute to an individual's IRA by establishing a
Simplified Employee Pension Plan, known as a SEP-IRA, through a Shareholder
Servicing Agent or a Selling Agent. Participating employers may make an annual
contribution in an amount up to the lesser of 15% of earned income or $30,000,
subject to certain provisions of the Code. Investment earnings will be
tax-deferred until withdrawn.

The foregoing discussion regarding IRAs is based on the Code and federal
regulations in effect as of the date of this Prospectus and summarizes only
some of the important federal tax considerations generally affecting IRA
contributions made by individuals or their employers. It is not intended as a
substitute for careful tax planning. You should consult your tax advisor with
respect to your specific tax situation as well as with respect to state and
local taxes. Further federal tax information is contained under "Taxes" in
this Prospectus and in the SAI.

A Shareholder Servicing Agent or Selling Agent also may offer other types
of tax-deferred or tax-advantaged plans, including a Keogh retirement plan for
self-employed professional persons, sole proprietors and partnerships.

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<PAGE> 191

application is incomplete or improperly filled out, there may be a delay before
a Fund account is opened. You should ask your Shareholder Servicing Agent or
Selling Agent about the investment options available to your tax-deferred
retirement plan, since some of the funds in the Stagecoach Family of Funds may
be unavailable as options. Moreover, certain features described herein, such as
the AutoSaver Plan and the Systematic Withdrawal Plan, may not be available to
individuals or entities who invest through a tax-deferred retirement plan.

ADDITIONAL PURCHASES

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

PURCHASES THROUGH SELLING AGENTS

You may place a purchase order for Fund shares through a broker/dealer or
financial institution that has entered into a Selling Agreement with Stephens,
the Fund's Distributor (a "Selling Agent"), by 12:00 p.m. (Pacific time) on
any Business Day, including orders for which payment is to be made from your
free cash credit balance in a securities account maintained with a Selling
Agent. These purchase orders are executed on the same day the order is placed
if notice is provided to the Transfer Agent by 12:00 p.m. (Pacific time) and if
federal funds are received by the Transfer Agent before the close of business
that day. If your purchase order is received by a Selling Agent after 12:00
p.m. (Pacific time) on any Business Day or if federal funds are not received by
the Transfer Agent before the close of business that day, then your purchase
order generally is executed on the next Business Day. The Selling Agent is
responsible for the prompt transmission of your purchase order to the Fund. A
financial institution that acts as a Selling Agent, Shareholder Servicing Agent
or in certain other capacities may be required to register as a dealer pursuant
to applicable state securities laws, which may differ from federal law and any
interpretations expressed herein.

PURCHASES THROUGH SHAREHOLDER SERVICING AGENTS

Purchase orders for Fund shares may be transmitted to the Transfer Agent
through any entity that has entered into a Shareholder Servicing Agreement with
the Fund (a "Shareholder Servicing Agent"), such as Wells Fargo Bank. See
"Management, Distribution and Servicing Fees--Shareholder Servicing Agent" for
more information. A Shareholder Servicing Agent may transmit your purchase
order to the Transfer Agent, including an order for which payment is to be
transferred from your Approved Bank Account or wired from a financial
institution. If the Shareholder Servicing Agent transmits your purchase order
to the Transfer Agent before 12:00 p.m. (Pacific time) and if federal funds
are received by the Transfer Agent before the close of business, the purchase
order is executed on the same day. If your Shareholder Servicing Agent
transmits your purchase order to the Transfer Agent after 12:00 p.m. or if
federal funds are not received by the Transfer Agent before the close of
business that day, then your order generally is executed on the next Business
Day, except that automated investment program purchase orders transmitted
through Shareholder Servicing Agents are executed as of 1:00 p.m. on each
Business Day. The Shareholder Servicing Agent is responsible for the prompt
transmission of your purchase order to the Transfer Agent.

STATEMENTS AND REPORTS

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<PAGE> 192

DIVIDENDS

The Fund intends to declare dividends on a daily basis payable to
shareholders of record as of 1:00 p.m. (Pacific time). If your purchase order
is received before 1:00 p.m. on any Business Day, you begin earning dividends
on that Business Day and continue to earn dividends through the day before you
redeem such shares. If your purchase order is processed at or after 1:00 p.m.
on any Business Day, you begin earning dividends on the next Business Day and
continue to earn dividends through the day on which you redeem your shares.
Dividends for a Saturday, Sunday or Holiday are declared payable to
shareholders of record as of the preceding Business Day. If you redeem shares
before a dividend payment date, any dividends credited to you are paid on the
following dividend payment date unless you have redeemed all of the shares in
your account, in which case you will receive any accrued dividends together with
your redemption proceeds.

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

HOW TO REDEEM SHARES

You may redeem Fund shares on any Business Day without any charge by the
Company. Your shares are redeemed at the NAV next calculated after the Fund
has received your redemption order. Redemption orders that are received by the
Transfer Agent before 12:00 p.m. (Pacific time) on any Business Day are
expected on that day. Redemption orders that are received after 12:00 p.m. on
any Business Day are executed on the next Business Day. Redemption proceeds
may be more or less than the amount invested and, therefore, a redemption of
Fund shares may result in a gain or loss for federal and state income tax
purposes. The Fund ordinarily remits your redemption proceeds within seven days
after your redemption order is received in proper form, unless the SEC permits
a longer period under extraordinary circumstances. Such extraordinary
circumstances could include a period during which an emergency exists as a
result of which (a) disposal by the Fund of securities owned by it is not
reasonably practicable or (b) it is not reasonably practicable for the Fund
fairly to determine the value of its net assets, or (c) a period during which
the SEC by order permits deferral of redemptions for the protection of the
Fund's security holders. In addition, the Fund may hold payment on your
redemption until reasonably satisfied that your investments made by check have
been collected (which can take up to 10 days from the purchase date). To
ensure acceptance of your redemption order, please follow the procedures
described below. In addition, the Fund reserves the right to impose charges
for wiring redemption proceeds.

All redemptions of Fund shares generally are made in cash, except that the
commitment to redeem shares in cash extends only to redemption requests made by
each Fund shareholder during any 90-day period of up to the lesser of $250,000
or 1% of the net asset value of the Fund at the beginning of such period. This
commitment is irrevocable without the prior approval of the SEC and is a
fundamental policy of the Fund that may not be changed without shareholder
approval. In the case of redemption requests by shareholders in excess of such
amounts, the Board of Directors reserves the right to have the Fund make
payment, in whole or in part, in securities or other assets, in case of an
emergency or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage costs in converting such securities to cash.

Due to the high cost of maintaining Fund accounts with small balances, the
Company reserves the right to close your account and send you the proceeds if
the balance falls below the applicable minimum balance because of a redemption
(including a redemption of Fund shares after you have made only the applicable
minimum initial investment). You will be given 30 days' notice to make an
additional investment to increase your account balance to at least the
applicable minimum balance. Plan Accounts are not subject to minimum Fund
account balance requirements. For a discussion of applicable minimum balance
requirements, see "Investing in the Fund--How to Buy Shares."

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<PAGE> 193

REDEMPTIONS BY TELEPHONE

REDEMPTIONS BY LETTER

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

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

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

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

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

EXPEDITED REDEMPTIONS BY LETTER OR TELEPHONE

You may request an expedited redemption of Fund shares by letter, in which
case your receipt of redemption proceeds (but not the Fund's receipt of your
redemption request) would be expedited. Telephone redemption or exchange
privileges are made available to you automatically upon the opening of an
account unless you specifically decline the privilege. You also may request an
expedited redemption of Fund shares by telephone on any Business day, in which
case both your receipt of redemption proceeds and the Fund's receipt of your
redemption request would be expedited. You may request expedited redemption by
telephone only if the total value of the shares redeemed is $100 or more.

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

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

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<PAGE> 194

Upon request, proceeds of expedited redemptions of $5,000 or more are
wired or credited to your Approved Bank Account or wired to the Selling Agent
designated in your Account Application. The Company reserves the right to
impose a charge for wiring redemption proceeds. When proceeds of your
expedited redemption are to be paid to someone else, to an address other than
that of record, or to an account at an Approved Bank or a Selling Agent that
you have not predesignated in your Account Application, your expedited
redemption request must be made by letter and the signature(s) on the letter
may be required to be guaranteed, regardless of the amount of the redemption.
If your expedited redemption request is received by the Transfer Agent before
12:00 p.m. (Pacific time) on a Business Day, your redemption proceeds are
transmitted to your Approved Bank Account or Selling Agent on the same Business
Day (assuming your investment check has cleared as described above), absent
extraordinary circumstances. Extraordinary circumstances could include those
described above as potentially delaying redemptions and also could include
situations involving an unusually heavy volume of wire transfer orders on a
national or regional basis or communication or transmittal delays that could
cause a brief delay in the wiring or crediting of funds. A check for net
redemption proceeds of less than $5,000 is mailed to your address of record or,
at your election, credited to your Approved Bank Account.

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

SYSTEMATIC WITHDRAWAL PLAN

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

It may take up to ten (10) days after receipt of your request to establish
your participation in the Systematic Withdrawal Plan. You may change your
withdrawal amount, suspend withdrawals or terminate your participation at any
time by notifying the Transfer Agent at least five (5) Business Days prior to
any scheduled transaction. Your participation in the Systematic Withdrawal
Plan is terminated automatically if your Fund account is closed, or, in some
cases, if your Approved Bank Account is closed.

REDEMPTIONS THROUGH SELLING AGENTS

You may request a redemption of Fund shares through your Selling Agent.
Redemption orders transmitted by a Selling Agent to the Transfer Agent before
12:00 p.m. (Pacific time) on any Business Day are executed on that day.
Redemption orders transmitted by a Selling Agent after to the Transfer Agent
after 12:00 p.m. on any Business Day generally are executed on the next
Business Day. The Selling Agent is responsible for the prompt transmission of
your redemption order to the Fund.

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<PAGE> 195

REDEMPTIONS THROUGH SHAREHOLDER SERVICING AGENTS

You may request a redemption of Fund shares through your Shareholder
Servicing Agent. Redemption Requests made by telephone through your
Shareholder Servicing Agent must redeem shares with a total value equal to $100
or more. Redemption orders transmitted by a Shareholder Servicing Agent to the
Transfer Agent before 12:00 p.m. (Pacific time) are executed on that day.
Redemption orders transmitted by a Shareholder Servicing Agent to the Transfer
Agent after 12:00 p.m. on any Business Day generally are executed on the next
Business Day. The Shareholder Servicing Agent is responsible for the prompt
transmission of your redemption order to the Fund.

Unless you have made other arrangements with your Shareholder Servicing
Agent and the Transfer Agent has been informed of such arrangements, proceeds
of a redemption order made through your Shareholder Servicing Agent are
credited to your Approved Bank Account. If no such account is designated, a
check for the proceeds is mailed to your address of record or, if such address
is no longer valid, the proceeds are credited to your account with your
Shareholder Servicing Agent or to another account designated in your agreement
with your Shareholder Servicing Agent. The Shareholder Servicing Agent may
charge you a service fee. In addition, it may benefit from the use of your
redemption proceeds until any check it issues to you has cleared or until such
proceeds have been disbursed or reinvested on your behalf.

ADDITIONAL SHAREHOLDER SERVICES

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

DIVIDEND AND DISTRIBUTION OPTIONS

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

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

B. The AUTOMATIC CLEARING HOUSE OPTION permits you to have dividends and
capital-gain distributions deposited in your Approved Bank Account. In the
event your Approved Bank Account is closed, and your distribution is returned
to the dividend disbursing agent, your distribution is reinvested in your Fund
account at the NAV next determined after the distribution has been received.
Your Automatic Clearing House Option is converted to the Automatic Reinvestment
Option.

C. The CHECK PAYMENT OPTION lets you receive a check for all dividends and
capital-gain distributions, which generally is mailed either to your designated
address or your Approved Bank Account early in the month following declaration.
If the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, your distribution is reinvested in your Fund
account at the NAV next determined after the distribution has been received.
Your Check Payment Option is converted to the Automatic Reinvestment Option.

The Company makes reasonable efforts to locate investors whose checks are
returned or uncashed after six months. The Company forwards moneys to the
dividend disbursing agent so that it may issue you dividend checks under the
Check Payment Option. The dividend disbursing agent may benefit from the
temporary use of such moneys until these checks clear.

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<PAGE> 196

EXCHANGE PRIVILEGE

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

o You may exchange Class A shares of the Fund for shares of one of the
Company's single-class funds, Class A or B shares of one of the Company's
multi-class funds or for Retail Class shares of another fund.

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

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

o The dollar amount of shares you exchange generally must meet the minimum
initial and/or subsequent investment amounts of the fund from which you
are exchanging. Where Fund shares are acquired in exchange for shares of
another fund in the Stagecoach Family of Funds, however, the minimum
initial investment amount applicable to the shares being exchanged carries
over, except that if the value of your investment in the shares of the
fund from which you are exchanging has been reduced below the minimum
initial investment amount by changes in market conditions or sales charges
(and not by redemptions), you may carry over the lesser amount into the
Fund.

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

The procedures applicable to redemptions also apply to exchanges. In
particular, transaction orders that are received before 1:00 p.m. (Pacific
time) on each Business Day through Shareholder Servicing Agents in connection
with automated investment programs are processed on that day (provided that it
is a Business Day for each Fund involved in the transaction). Also where an
exchange order is from a Stagecoach money market mutual fund to a Stagecoach
non-money market mutual fund (a "long-term fund") AND the instructions are
received before 1:00 p.m. through a Shareholder Servicing Agent by telephone or
in person (excluding automated telephone instructions or Wells Fargo Express
ATM instructions), the purchase order for the long-term fund is processed as of
1:00 p.m. at the share price determined as of that Business Day's close of
market. A sufficient number of money market mutual fund shares are sold the
following Business Day as of [12:00 p.m.] (Pacific time) in order to settle the
long-term fund purchase. In all other instances, exchange orders received
after [12:00 p.m.] (Pacific time) are processed on the next Business Day that
is a Business Day for each fund involved in the exchange. In addition, a
signature guarantee may be required for exchanges between shareholder accounts
registered in identical names if the amount being exchanged is more than
$25,000.

To exchange shares, write the Transfer Agent at the mailing address under
"Investing in the Funds--Initial Purchases by Wire" or call the Transfer Agent
at the telephone number listed on your transaction confirmation, or contact
your Shareholder Servicing Agent or Selling Agent. The procedures applicable
to telephone redemptions, including the discussion regarding the responsibility
for the authenticity of telephone

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<PAGE> 197

instructions, are also applicable to telephone exchange requests. See "How to
Redeem Shares--Expedited Redemptions by Letter and Telephone."

MANAGEMENT, DISTRIBUTION AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of Directors,
Wells Fargo Bank, as the Fund's investment adviser, provides investment
guidance and policy direction in connection with the management of the Fund's
assets. The adviser also furnishes the Board of Directors with periodic
reports on the Fund's investment strategy and performance. For these services,
the adviser is entitled to a monthly investment advisory fee at the annual
rate of 0.25% of the average daily net assets of the Fund. From time to time,
the adviser may waive such fees in whole or in part. Any such waiver will
reduce expenses of the Fund and, accordingly, have a favorable impact on the
Fund's yield and total return. From time to time, the Fund, consistent with
its investment objective, policies and restrictions, may invest in securities
of companies with which Wells Fargo Bank has a lending relationship. For the
fiscal period ended September 30, 1995, the predecessor portfolio paid advisory
fees at the annual rate of 0.30% of the average daily net assets to WFIM in
accordance with the effective advisory fee under the advisory agreement in
effect at that time.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Fund's custodian and transfer and dividend
disbursing agent. Under the Custody Agreement with Wells Fargo Bank, the Fund
may, at times, borrow money from Wells Fargo Bank as needed to satisfy
temporary liquidity needs. Wells Fargo Bank charges interest on such
overdrafts at a rate determined pursuant to the Fund's Custody Agreement.
Wells Fargo Bank performs its custodial and transfer and dividend disbursing
agency services at 525 Market Street, San Francisco, California 94105.

SHAREHOLDER SERVICING AGENT

On behalf of the Class A shares, the Fund has entered into a Shareholder
Servicing Agreement with Wells Fargo Bank and may enter into similar agreements
with other entities. Under the agreement, Shareholder Servicing Agents
(including Wells Fargo Bank) agree to perform, as agents for their customers,
various shareholder administrative liaison services, such as aggregating and
placing purchases, exchanges and redemptions of Fund shares maintaining
shareholder accounts and records; and providing such other related services as
the Company or a shareholder may reasonably request. For these services, a
Shareholder Servicing Agent is entitled to receive a fee, at the annual rate of
up to 0.25% of the average daily net assets of the Class A shares held by
investors with whom the Shareholder Servicing Agent maintains a servicing
relationship. In no case shall payments exceed any maximum amount that may be
deemed applicable under applicable laws, regulations or rules, including the
Rules of Fair Practice of the NASD.

Shareholder Servicing Agents also may impose certain conditions and/or
fees on their customers, subject to the terms of this Prospectus, in addition
to or different from those imposed by the Fund, such as requiring a higher
minimum initial investment or payment of a separate fee for additional
services. Each Shareholder Servicing Agent has agreed to disclose any fees it
may directly charge its customers who are shareholders of a Fund and to notify
them in writing at least 30 days before it imposes any transaction fees.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

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<PAGE> 198

with preparing periodic reports to the Company's Directors and officers.
Stephens also furnishes office space and certain facilities to conduct the
Fund's business, and compensates the Company's Directors, officers and employees
who are affiliated with Stephens. For these services, Stephens is entitled to a
monthly fee at the annual rate of 0.05% of the Fund's average daily net assets.
From time to time, Stephens may waive its fees from the Fund in whole or in
part. Any such waivers will reduce the Fund's expenses and, accordingly, have a
favorable impact on the Fund's yield and total return.

Stephens, as the Fund's principal underwriter within the meaning of the
1940 Act, has entered into a Distribution Agreement with the Company pursuant
to which Stephens is responsible for distributing Fund shares. The Company
also has adopted a Distribution Plan on behalf of the Fund's Class A shares
under the SEC's Rule 12b-1 (the "Plan"). Under the Plan, Stephens is entitled
to compensation for distribution-related services, a monthly fee at an annual
rate of up to 0.05% of the average daily net assets of the Fund's Class A
shares. Distribution-related services may include, among other services, costs
and expenses for advertisements, sales literature, direct mail or any other
form of advertising; expenses of sales employees or agents of the Distributor,
including salary, commissions, travel and related expenses; payments to
broker-dealers and financial institutions for services in connection with the
distribution of shares, including promotional incentives and fees calculated
with reference to the average daily net asset value of shares held by
shareholders who have a brokerage or other service relationship with the
broker-dealer or other institution receiving such fees; costs of printing
prospectuses and other materials to be given or sent to prospective investors;
and other similar services as the Directors determine to be reasonably
calculated to result in the sale of Fund shares.

Stephens has established a cash and non-cash compensation program,
pursuant to which broker/dealers or financial institutions that sell shares of
the Company's funds may earn additional compensation in the form of trips to
sales seminars or vacation destinations, tickets to sporting events, theater or
other entertainment, opportunities to participate in golf or other outings and
gift certificates for meals or merchandise or the cash value of a non-cash
compensation item.

21
<PAGE> 199

Under the Distribution Agreement, Stephens may enter into Selling
Agreements with Selling Agents that wish to make available the Fund's Class A
shares to their respective customers. On behalf of the Class A shares, the
Fund may participate in joint distribution activities with any of the other
funds of the Company, in which event, expenses reimbursed out of the assets of
the Fund may be attributable, in part, to the distribution-related activities
of another fund of the Company. Generally, the expenses attributable to joint
distribution activities are allocated among the Fund and the other funds of the
Company in proportion to their relative net asset sizes, although the Company's
Board of Directors may allocate such expenses in any other manner that it deems
fair and equitable.

FUND EXPENSES

From time to time, Wells Fargo Bank and Stephens may waive their
respective fees in whole or in part and reimburse expenses payable to others.
Any such waivers or reimbursements will reduce the Fund's expenses and,
accordingly, have a favorable impact on the Fund's yield and total return.
Except for the expenses borne by Wells Fargo Bank and Stephens, each fund of
the Company bears all costs of its operations, including its pro rata portion
of the Company expenses such as fees and expenses of its independent auditors
and legal counsel, compensation of the Company's directors who are not
affiliated with the adviser, administrator or any of their affiliates;
advisory, transfer agency, custody and administration fees, and any
extraordinary expenses. Expenses attributable to each fund of the Company are
charged against the assets of the fund. General expenses of the Company are
allocated among all of the funds of the Company, including the Fund, in a
manner proportionate to the net assets of each fund, on a transactional basis,
or on such other basis as the Company's Board of Directors deems equitable.

TAXES

By complying with the applicable provisions of the Code, the Government
Money Market Mutual Fund will not be subject to federal income taxes with
respect to net investment income and any net realized capital gains distributed
to its shareholders. Dividends from investment income (including any net
short-term capital gains) declared and paid by the Fund will be taxable as
ordinary income to Fund shareholders, whether such dividend and distribution
payments are taken in cash or automatically reinvested in additional shares of
the Fund. Generally, dividends and distributions are taxable to shareholders
at the time they are paid. However, dividends and distributions declared
payable in October, November and December and made payable to shareholders of
record in such a month are treated as paid and are thereby taxable as of
December 31, provided that such dividends or distributions are actually paid no
later than January 31 of the following year. You may be eligible to defer the
taxation of dividend and capital gain distributions on the Fund shares that are
held under a qualified tax-deferred retirement plan. See "Investing in the
Fund -- Tax-Deferred Retirement Plans" above. The Fund intends to pay out
substantially all of its net investment income and any net realized capital
gains for each year. The Fund does not expect its dividends to qualify for the
dividends-received deduction allowed to corporate shareholders.

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

22
<PAGE> 200

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

Further federal tax considerations are discussed in the SAI. All
investors should consult their individual tax advisers with respect to their
particular tax situations as well as the state and local tax status of
investments in shares of the Fund.

23
<PAGE> 201

PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

Government Money Market Mutual Fund

The Government Money Market Mutual Fund may invest in the following:

(i) obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, including government-sponsored
enterprises ("U.S. Government obligations") (discussed above under
"How the Fund Works -- Investment Objective and Policies");

(ii) certain repurchase agreements ("repurchase agreements")
(discussed below); and

(iii) certain floating- and variable-rate instruments (discussed
below).

Repurchase Agreements

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

Floating- and Variable-Rate Instruments

Certain of the debt instruments that the Fund may purchase bear interest
at rates that are not fixed, but vary for example, with changes in specified
market rates or indices or at specified intervals. Certain of these
instruments may carry a demand feature that would permit the holder to tender
them back to the issuer at par value prior to maturity. The Fund may, in
accordance with SEC rules, account for these instruments as maturing at the
next interest rate readjustment date or the date at which the Fund may tender
the instrument back to the issuer, whichever is later. The floating- and
variable-rate instruments that the Fund may purchase include certificates of
participation in such obligations. The Fund may invest in floating- and
variable-rate obligations even if they carry stated maturities in excess of 397
days, upon compliance with certain conditions of the SEC, in which case such
obligations will be treated in accordance with these conditions as having
maturities not exceeding 397 days.

Wells Fargo Bank, as investment adviser, will monitor on an ongoing basis
the ability of an issuer of a demand instrument to pay principal and interest
on demand. Events affecting the ability of the issuer of a demand instrument
to make payment when due may occur between the time the Fund elects to demand
payment and the time payment is due, thereby affecting the Fund's ability to
obtain payment at par, except when such demand instruments permit same-day
settlement. Demand instruments whose demand feature is not exercisable within
seven days may be treated as liquid, provided that an active secondary market
exists.

A-1

<PAGE> 202

Other Investment Companies

The Government Money Market Mutual Fund may invest in shares of other
open-end, management investment companies, subject to the limitations of the
1940 Act, that invest exclusively in the high-quality, short-term money market
instruments in which the Fund may invest. Such investment companies can be
expected to charge management fees and other operating expenses that would be
in addition to those charged to the Fund; however, the Fund's investment
adviser has undertaken to waive its advisory fees with respect to that portion
of the Fund's assets so invested. In no event may the Fund, together with any
company or companies controlled by it, own more than 3% of the total
outstanding voting stock of any such investment company, nor may the Fund,
together with any such company or companies, invest more than 5% of its assets
in any one such investment company or invest more than 10% of its assets in
securities of all such investment companies combined.

INVESTMENT POLICIES

The Fund's investment objective, as set forth in "How the Fund
Works--Investment Objective and Policies", is fundamental; that is, it may not
be changed without approval by the vote of the holders of a majority of the
Fund's outstanding voting securities, as described under "Capital Stock" in the
SAI. In addition, any fundamental investment policy may not be changed without
such shareholder approval. If the Company's Board of Directors determines,
however, that the Fund's investment objective could best be achieved by a
substantive change in a nonfundamental investment policy or strategy, the
Company's Board may make such change without shareholder approval and will
disclose any such material changes in the then-current prospectus.

As matters of fundamental policy, the Fund may: (i) borrow from banks up
to 10% of the current value of its net assets only for temporary purposes in
order to meet redemptions, and these borrowings may be secured by the pledge of
up to 10% of the current value of its net assets (but investments may not be
purchased by the Fund while any such outstanding borrowing in excess of 5% of
its net assets exists); (ii) not make loans of portfolio securities or other
assets, except that loans for purposes of this restriction will not include the
purchase of repurchase agreements and other short-term obligations, and other
types of debt instruments commonly sold in a public or private offering; and
(iii) not invest more than 25% of its assets (i.e., concentrate) in any
particular industry, excluding, U.S. Government obligations.

As a matter of nonfundamental policy, the Fund may not: (i) purchase
securities of any issuer (except for U.S. Government obligations, for certain
temporary purposes and for certain guarantees and unconditional puts) if as a
result more than 5% of the value of its total assets would be invested in the
securities of such issuer, except that the Fund may invest up to 25% of its
assets in the highest rated obligations of any one issuer for a period of up to
three business days, or if the Fund would own more than 10% of the outstanding
voting securities of such issuer and (ii) invest more than 10% of the current
value of its net assets in securities that are illiquid by virtue of the
absence of a readily available market or legal or contractual restrictions on
resale or that have maturities of more than seven days. With respect to item
(i), it may be possible that the Company would own more than 10% of the
outstanding voting securities of an issuer. For purposes of item (ii),
repurchase agreements that do not provide for payment to the Fund within seven
days after notice are subject to this 10% limit, unless the Board or investment
adviser, pursuant to guidelines adopted by the Board, determines that a liquid
trading market exists. The following securities are excluded from applicable
limitation for a Fund: (a) securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933 (the "1933 Act") that have been
determined to be liquid by the Fund's Board of Directors, and (b) commercial
paper that is sold under Section 4(2) of the 1933 Act that (i) is not traded
flat or in defaults as to interest or principal and (ii) is rated in one of the
two highest categories by at least two NRSROs and the Fund's Board of Directors
has determined the commercial paper to be liquid; or (iii) is rated in one of
the two highest categories by one NRSRO and the Fund's Board of Directors has
determined that the commercial paper is of equivalent quality and is liquid.

A-2

<PAGE> 203

SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISER,
TRANSFER AND DIVIDEND
DISBURSING AGENT AND CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Fund,
simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH GOVERNMENT MONEY MARKET MUTUAL FUND:

o is NOT FDIC insured
o is NOT deposits or obligations of Wells Fargo Bank
o is NOT guaranteed by Wells Fargo Bank
o involves investment risk, including possible loss of principal
o seeks to maintain a stable net asset value of $1.00 per
share, however, there can be no assurance that the fund
will meet this goal. Yields will vary with market
conditions.

GMMF 8/96

<PAGE> 204

STAGECOACH FUNDS(R)

PROSPECTUS

ARIZONA TAX-FREE FUND

NATIONAL TAX-FREE FUND

OREGON TAX-FREE FUND

INSTITUTIONAL CLASS

AUGUST 31, 1996
<PAGE> 205

STAGECOACH FUNDS(R)

ARIZONA TAX-FREE FUND
NATIONAL TAX-FREE FUND
OREGON TAX-FREE FUND
INSTITUTIONAL CLASS

Stagecoach Funds, Inc. (the "Company") is an open-end investment
company. This Prospectus contains information about one class of shares
offered by three funds of the Stagecoach Family of Funds -- the ARIZONA
TAX-FREE FUND -- INSTITUTIONAL CLASS, NATIONAL TAX-FREE FUND -- INSTITUTIONAL
CLASS and OREGON TAX-FREE FUND -- INSTITUTIONAL CLASS (each a "Fund" and
collectively, the "Funds").

The ARIZONA TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax and Arizona personal income tax.

The NATIONAL TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax.

The OREGON TAX-FREE FUND seeks to provide investors with income exempt
from federal income tax and Oregon personal income tax.

Please read this Prospectus before investing and retain it for future
reference. It is designed to provide you with important information and to
help you decide if a Fund's goals match your own. A Statement of Additional
Information ("SAI"), dated August 31, 1996, containing additional information
about the Funds, has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. The Funds' SAI
is available without charge by writing to Stagecoach Funds, Inc., c/o
Stagecoach Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San
Francisco, CA 94120-7066 or by calling 1-800-222-8222.

PROSPECTUS DATED AUGUST 31, 1996
<PAGE> 206

Each Fund is advised by Wells Fargo Bank, which also serves as the
Funds' transfer and dividend disbursing agent and custodian. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and a Selling Agent (each as
defined below). Stephens Inc. ("Stephens") is the Funds' sponsor and
administrator and serves as distributor of the Funds' shares.

WELLS FARGO BANK IS THE INVESTMENT ADVISER AND PROVIDES THE FUNDS WITH CERTAIN
OTHER SERVICES FOR WHICH THE BANK IS COMPENSATED. STEPHENS, WHICH IS NOT
AFFILIATED WITH WELLS FARGO BANK, IS THE FUNDS' SPONSOR, ADMINISTRATOR AND
DISTRIBUTOR.
<PAGE> 207

TABLE OF CONTENTS

<TABLE>
<S> <C>
PROSPECTUS SUMMARY ........................................................ 1
SUMMARY OF FUND EXPENSES .................................................. 4
FINANCIAL HIGHLIGHTS ...................................................... 6
HOW THE FUNDS WORK ........................................................ 10
THE FUNDS AND MANAGEMENT .................................................. 13
INVESTING IN THE FUNDS .................................................... 14
EXCHANGES ................................................................. 17
DIVIDENDS ................................................................. 18
MANAGEMENT AND SERVICING FEES ............................................. 19
TAXES ..................................................................... 20
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES ....................... A-1
</TABLE>

i
<PAGE> 208

PROSPECTUS SUMMARY

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

Q. WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

A. The ARIZONA TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax and Arizona personal income tax.

The NATIONAL TAX-FREE FUND seeks to provide investors with income
exempt from federal income tax.

The OREGON TAX-FREE FUND seeks to provide investors with income exempt
from federal income tax and Oregon personal income tax.

Under normal market conditions, substantially all of each Fund's
assets are invested in municipal obligations that are exempt from
federal income tax and, for the Arizona Tax-Free and Oregon Tax-Free
Funds, exempt from Arizona or Oregon personal income tax,
respectively. See "How the Funds Work" and "Prospectus Appendix --
Additional Investment Policies" for further information on
investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

Since the Oregon Tax-Free and Arizona Tax-Free Funds invest primarily
in securities issued by Oregon or Arizona, and their respective
agencies and municipalities, events in Oregon or Arizona are more
likely to affect the respective Fund's investments. The Oregon
Tax-Free and Arizona Tax-Free Funds are nondiversified, which means
that their assets may be invested among fewer issuers and therefore
the value of their assets may be subject to greater impact by events
affecting one of their investments. The National Tax-Free Fund is
diversified, however, which means that its assets are invested in a
wider geographical range of issuers. As with all mutual funds, there
can be no assurance that the Funds will achieve their investment
objectives.

Q. WHO MANAGES MY INVESTMENTS?

1
<PAGE> 209

Q. HOW DO I INVEST?

A. Qualified investors may invest by purchasing Institutional Class
shares of the Funds at the net asset value per share without a sales
charge ("NAV"). Qualified investors include certain customers of
affiliate, franchise or correspondent banks of Wells Fargo & Company
and other selected institutions ("Institutions"). Customers may
include individuals, trusts, partnerships and corporations. Purchases
are effected through the customer's account with the Institution under
the terms of the customer's account agreement with the Institution.
Fund shares may not be suitable investments for tax-exempt
institutions or tax-exempt retirement plans, since such investors
would not benefit from the exempt status of the Funds' dividends.
Investors wishing to purchase a Fund's Institutional Class shares
should contact their account representatives. See "Investing in the
Funds" for additional information.

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

A. Yes. The exchange privilege enables you to exchange Fund shares for
shares of another fund offered by the Company, or shares of certain
other funds offered by other investment companies in the Stagecoach
Family of Funds, to the extent such shares are offered for sale in
your state of residence. Exchanges are effected through the
customer's account with the Institution under the terms of the
customer's account agreement with the Institution. See "Exchanges."

Q. HOW MAY I REDEEM SHARES?

A. You may redeem your shares at NAV, without charge by the Company.
Institutional Class shares held by an Institution on behalf of its
customers must be redeemed under the terms of the customer's account
agreement with the Institution. It is the responsibility of an
Institution to transmit redemption requests to the Company and to
credit its customers' accounts. The Company reserves the right to
impose charges for wiring redemption proceeds. See "Investing in the
Funds -- Redemption of Institutional Class Shares."

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income of a Fund are declared daily and
automatically reinvested in additional Institutional Class shares of
such Fund at NAV. Shareholders may also elect to receive dividends in
cash. Any capital gains are distributed at least annually in the same
manner as dividends. See "Dividends" for additional information.

Q. WHAT ARE DERIVATIVES AND DO THE FUNDS USE THEM?

2
<PAGE> 210

Q. WHAT STEPS DO THE FUNDS TAKE TO CONTROL DERIVATIVES-RELATED RISKS?

A. Wells Fargo Bank, as investment adviser to the Funds, uses a variety
of internal risk management procedures to ensure that derivatives use
is consistent with a Fund's investment objective, does not expose a
Fund to undue risks and is closely monitored. These procedures
include providing periodic reports to the Board of Directors
concerning the use of derivatives. Derivatives use by each Fund also
is subject to broadly applicable investment policies. For example, a
Fund may not invest more than a specified percentage of its assets in
"illiquid securities," including derivatives that do not have active
secondary markets. Nor may a Fund use certain derivatives without
establishing adequate "cover" in compliance with SEC rules limiting
the use of leverage. For more information on the Fund's investment
activities, see "How the Funds Work" and "Prospectus
Appendix--Additional Investment Policies."

3
<PAGE> 211

SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
FOR INSTITUTIONAL CLASS SHARES

<TABLE>
<CAPTION>
ARIZONA NATIONAL OREGON
TAX-FREE TAX-FREE TAX-FREE
FUND FUND FUND
---- ---- ----
<S> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)........... None None None
Sales Charge Imposed on Reinvested Dividends.... None None None
Sales Charge Imposed on Redemptions............. None None None
Exchange Fees................................... None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
FOR INSTITUTIONAL CLASS SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
ARIZONA NATIONAL OREGON
TAX-FREE TAX-FREE TAX-FREE
FUND FUND FUND
---- ---- ----
<S> <C> <C> <C>
Management Fee (after waivers or
reimbursements)(1) 0.15% 0.00% 0.15%
Rule 12b-1 Fee None None None

Other Expenses(2): 0.25% 0.35% 0.25%
---- ---- ----

TOTAL FUND OPERATING EXPENSES (after waivers
and reimbursements)(3) 0.40% 0.35% 0.40%
==== ==== ====
</TABLE>
- ---------
(1) Management Fees (before waivers or reimbursements) would be 0.50%,
0.50%, and 0.50%, respectively.
(2) Other Expenses (before waivers or reimbursements) would be 0.61%,
0.60%, and 0.58%, respectively.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.11%, 1.10% and 1.08%, respectively.

4
<PAGE> 212

EXAMPLE OF EXPENSES
FOR INSTITUTIONAL CLASS SHARES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment
in a Fund's Institutional Class, assuming a 5% annual return
and redemption at the end of each time period indicated:

Arizona Tax-Free Fund $4 $13 $22 $51
National Tax-Free Fund $4 $11 $20 $44
Oregon Tax-Free Fund $4 $13 $22 $51
</TABLE>

EXPLANATION OF TABLES

The purpose of the above tables is to help a shareholder understand
the various costs and expenses that an investor in a Fund will bear directly or
indirectly. The tables do not reflect any charges that may be imposed by Wells
Fargo Bank or another Institution directly on its customer accounts in
connection with an investment in a Fund.

SHAREHOLDER TRANSACTION EXPENSES are charges incurred when a
shareholder buys or sells Fund shares. Institutional Class shares are sold
with no shareholder transaction expenses imposed by the Funds. The Company
reserves the right to impose a charge for wiring redemption proceeds.

ANNUAL FUND OPERATING EXPENSES for the Institutional Class shares of
the Funds are based on applicable contract amounts and derived from amounts
incurred during its most recent fiscal year, restated to reflect voluntary fee
waivers and expense reimbursements that are expected to continue to reduce
expenses during the Company's current fiscal year. Wells Fargo Bank and
Stephens have agreed to waive or reimburse all or a portion of their respective
fees charged to, or expenses paid by, each Fund to ensure that the Total Fund
Operating Expenses do not exceed, on an annual basis, 0.40%, 0.35% or 0.40%,
respectively, of the Arizona Tax-Free Fund's, National Tax-Free Fund's or
Oregon Tax-Free Fund's average daily net assets through August 31, 1997. Any
waivers or reimbursements will reduce a Fund's total expenses. There can be no
assurance that waivers or reimbursements will continue after that time. For
more complete descriptions of the various costs and expenses you can expect to
incur as an investor in the Funds, please see "Management and Servicing Fees."

5
<PAGE> 213

FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial
Highlights in the annual financial statements for the fiscal period ended
September 30, 1995 for Pacifica Funds Trust's Arizona Tax-Exempt, National
Tax-Exempt and Oregon Tax-Exempt Funds, the respective predecessor portfolios
to the Funds. This information is provided to assist you in evaluating the
performance of each Fund since its commencement of operations. The financial
information for the fiscal year ended September 30, 1995 and for the periods
through September 30, 1994 were each audited by former independent accountants
to the predecessor portfolios. The financial information and the report on the
audit for the fiscal year ended September 30, 1995 are incorporated by
reference in the SAI. The unaudited financial information and the related
notes for the six-month period ended March 31, 1996 also is incorporated by
reference into the SAI. This information should be read in conjunction with the
predecessor portfolios' related financial statements and notes thereto.

6
<PAGE> 214

ARIZONA TAX-FREE FUND*
For a Share Outstanding as Shown

SIX-
MONTH
PERIOD PERIOD YEAR
ENDED ENDED ENDED MAY 31, PERIOD
MARCH 31, SEPT. 30, ----------------------------------- ENDED
1996 1995** 1995 1994 1993 MAY 31, 1992
--------- ---------- ---------- ---------- ---------- ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net asset value -- beginning of period ............... $ $ 10.68 $ 10.48 $ 10.64 $ 10.09 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income .............................. 0.17 0.51 0.50 0.49 0.09
Net gain (loss) on investments ..................... 0.06 0.23 (0.15) 0.55 0.08
--------- ---------- ---------- ---------- ---------- ----------
(both realized and unrealized)
Total income from investment operations ........... 0.23 0.74 0.35 1.04 0.17
--------- ---------- ---------- ---------- ---------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income ................ (0.20) (0.53) (0.50) (0.49) (0.08)
Distributions gain on investments ................... (0.00) (0.01) (0.01) (0.00) (0.00)
--------- ---------- ---------- ---------- ---------- ----------
Total distributions ............................... (0.20) (0.54) (0.51) (0.49) (0.08)
--------- ---------- ---------- ---------- ---------- ----------
Net asset value -- end of period .................... $ 10.71 $ 10.68 $ 10.48 $ 10.64 $ 10.09
========= ========== ========== ========== ========== ==========
Total return (excluding sales load) ............... 6.55%+ 7.35% 3.28% 10.50% 7.02%+
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ..................... $ 24,622 $ 24,581 $ 25,153 $ 22,430 $ 4,690
Ratio of expenses to average net assets ............. 0.45%+ 0.40% 0.31% 0.20% 0.68%+
Ratio of net investment income to average net assets. 4.73%+ 4.89% 4.72% 4.98% 4.32%+
Ratio of expenses to average net assets without fee . 1.35%+ 1.13% 1.00% 1.18% 2.08%+
waivers
Ratio of net investment income to average net assets. 3.83%+ 4.16% 4.03% 4.00% 2.92%+
without fee waivers
Portfolio turnover rate(1) .......................... 62.10% 13.65% 27.81% 3.96% 0.00%
</TABLE>
- ---------------
* The Fund operated as the Arizona Intermediate Tax-Free Fund of
Westcore Trust from its commencement of operations on March 2, 1992
until its reorganization as a portfolio of the Trust on October 1,
1995. During the periods shown, the Fund was advised by First
Interstate Bank of Arizona, N.A. until the reorganization as a
portfolio of Pacifica Funds Trust on ____1, 1995, when First
Interstate Capital Management, Inc. ("FICM") assumed investment
advisory responsibilities. In connection with the merger of First
Interstate Bancorp into Wells Fargo & Co. on April 1, 1996, FICM was
renamed Wells Fargo Investment Management, Inc. ("WFIM").
** The Fund changed its fiscal year from May 31 to September 30.
+ Annualized.
(1) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the period ended September 30, 1995 were $5,546,887
and $4,984,8666, respectively.

7
<PAGE> 215

NATIONAL TAX-FREE FUND*
For a Share Outstanding as Shown

<TABLE>
<CAPTION>
SIX-MONTH PERIOD YEAR ENDED MAY 31, PERIOD
PERIOD ENDED ENDED ---------------------- ENDED MAY 31,
MARCH 31, 1996 SEPT. 30, 1995** 1995 1994 1993
-------------- ---------------- ---------- ---------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net asset value -- beginning of period ................ $ $ 15.28 $ 14.98 $ 15.17 $ 15.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ................................ 0.24 0.68 0.64 0.17
Net investments gain (loss) .......................... 0.08 0.32 (0.17) 0.15
---------- ---------- ---------- ---------- ----------
(both realized and unrealized)
Total income from investment operations ............ 0.32 1.00 0.47 0.32
---------- ---------- ---------- ---------- ----------
LESS DISTRIBUTIONS:
Dividends from net investment income ................. (0.26) (0.70) (0.64) (0.15)
Distributions gain on investments .................... (0.00) (0.00) (0.02) (0.00)
---------- ---------- ---------- ---------- ----------
Total distributions ................................ (0.26) (0.70) (0.66) (0.15)
---------- ---------- ---------- ---------- ----------
Net asset value -- end of period ...................... $ $ 15.34 $ 15.28 $ 14.98 $ 15.17
========== ========== ========== ========== ==========
Total return (excluding sales load) ................ (6.53%)+ 6.97% 3.07% 5.65%+
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ...................... $ $ 14,305 $ 14,458 $ 13,600 $ 7,457
Ratio of expenses to average net assets .............. 0.35%+ 0.35% 0.27% 0.25%+
Ratio of net investment income to average net assets . 4.65%+ 4.59% 4.29% 3.88%+

Ratio of expenses to average net assets without fee .. 1.85%+ 1.51% 1.58% 1.99%+

Ratio of net investment income to average net waivers
assets without fee waivers ........................... 3.15%+ 3.43% 2.99% 2.14%+
Portfolio turnover rate(1) ........................... 86.11% 23.35% 18.81% 18.30%
</TABLE>

- ---------
* The Fund operated as the Quality Tax-Exempt Income Fund of Westcore
Trust from its commencement of operations on January 15, 1993 until
its reorganization as a portfolio of the Trust on October 1, 1995.
During the periods shown, the Fund was advised by First Interstate
Bank of Oregon, N.A. and First Interstate Bank of Washington, N.A. In
connection with the Fund's reorganization, FICM assumed investment
advisory responsibilities for the Fund.
** The Fund changed its fiscal year from May 31 to September 30.
+ Annualized.
(1) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the period ended September 30, 1995 were $4,847,223
and $4,001,951, respectively.

8
<PAGE> 216

OREGON TAX-FREE FUND*
For a Share Outstanding as Shown

SIX-MONTH PERIOD ENDED YEAR ENDED MAY 31,
PERIOD ENDED SEPT. 30, ------------------
MARCH 31, 1996 1995** 1995 1994 1993
-------------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net asset value -- Beginning of Period ................. $ $ 16.47 $ 16.17 $ 16.79 $ 16.07
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ................................ 0.28 0.82 0.84 0.86
Net gain (loss) on investments ...................... (0.08) 0.39 (0.43) 0.76
---------- ---------- ---------- ---------- ----------
(both realized and unrealized) ...................... 0.20 1.21 0.41 1.62
---------- ---------- ---------- ---------- ----------
Total from investment operations
LESS DISTRIBUTIONS:
Dividends from net investment income ................... (0.29) (0.87) (0.82) (0.86)
Distributions from gain on investments ................. (0.00) (0.04) (0.21) (0.04)
---------- ---------- ---------- ---------- ----------
Total distributions ................................. (0.29) (0.91) (1.03) (0.90)
---------- ---------- ---------- ---------- ----------
Net asset value -- end of period ....................... $ $ 16.38 $ 16.47 $ 16.17 $ 16.79
========== ========== ========== ========== ==========
Total return (excluding sales load) ................. 3.67%+ 7.92% 2.33% 10.36%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ........................ $ $ 50,077 $ 52,245 $ 53,846 $ 45,435
Ratio of expenses to average net assets ................ 0.70%+ 0.70% 0.62% 0.60%
Ratio of net investment income to average net assets ... 5.01%+ 5.19% 4.90% 5.34%
Ratio of expenses to average net assets without fee
waivers ............................................. 1.01%+ 0.90% 0.84% 0.91%
Ratio of net investment income to average net assets
without fee waivers ................................. 4.70%+ 4.99% 4.69% 5.03%
Portfolio turnover rate(1) ............................. 56.53% 15.46% 22.10% 5.62%
<CAPTION>
YEAR ENDED MAY 31,
------------------
1992 1991 1990 1989
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value -- Beginning of Period ................. $ 15.74 $ 15.27 $ 15.35 $ 15.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ................................ 0.91 0.94 0.93 0.93
Net gain (loss) on investments ...................... 0.38 0.47 (0.06) 0.31
---------- ---------- ---------- ----------
(both realized and unrealized) ...................... 1.29 1.41 0.87 1.24
---------- ---------- ---------- ----------
Total from investment operations
LESS DISTRIBUTIONS:
Dividends from net investment income ................... (0.92) (0.94) (0.93) (0.89)
Distributions from gain on investments ................. (0.04) (0.00) (0.02) (0.00)
---------- ---------- ---------- ----------
Total distributions ................................. (0.96) (0.94) (0.95) (0.89)
---------- ---------- ---------- ----------
Net asset value -- end of period ....................... $ 16.70 $ 15.74 $ 15.27 $ 15.35
========== ========== ========== ==========
Total return (excluding sales load) ................. 8.45% 9.58% 5.80% 8.55%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ........................ $ 25,002 $ 14,607 $ 7,550 $ 3,175
Ratio of expenses to average net assets ................ 0.60% 0.55% 0.50% 0.50%
Ratio of net investment income to average net assets ... 5.81% 6.27% 6.26% 6.64%
Ratio of expenses to average net assets without fee
waivers ............................................. 0.98% 1.03% 1.35% 3.29%
Ratio of net investment income to average net assets
without fee waivers ................................. 5.43% 5.79% 5.41% 3.85%
Portfolio turnover rate(1) ............................. 16.96% 22.89% 93.67% 9.12%
</TABLE>
- ---------
* The Fund operated as the Oregon Tax-Exempt Fund of Westcore Trust from
its commencement of operations on June 1, 1988 until its
reorganization as a portfolio of the Trust on October 10, 1995. During
the periods shown, the Fund was advised by First Interstate Bank of
Oregon, N.A. In connection with the Fund's reorganization, FICM
assumed investment advisory responsibilities for the Fund.
** The Fund changed its fiscal year from May 31 to September 30.
(1) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the year ended September 30, 1995 were $9,296,225 and
$9,230,944, respectively.
+ Annualized.

9
<PAGE> 217

HOW THE FUNDS WORK

INVESTMENT OBJECTIVES AND POLICIES

As stated above, the investment objective of the OREGON TAX-FREE,
ARIZONA TAX-FREE and NATIONAL TAX-FREE FUNDS is to seek to provide investors
with income exempt from federal income tax and, for the Oregon Tax-Free and
Arizona Tax-Free Funds, exempt from Oregon or Arizona personal income tax,
respectively.

Unrated obligations purchased by a Fund will be determined by the
investment adviser to be comparable in quality to instruments that are so
rated.

10
<PAGE> 218

reserves pending investment, during temporary defensive periods, or if, in the
opinion of the investment adviser, suitable tax-exempt obligations are
unavailable.

The investment objective for each Fund is not fundamental and
may be changed without shareholder approval. Any such change may result in a
Fund having an investment objective different from the objective that the
shareholder considered appropriate at the time of investment in the Fund. As
with all mutual funds, there can be no assurance that the Funds will achieve
their investment objectives. Wells Fargo Bank, as investment adviser to the
Funds, pursues each Fund's objective by investing (under normal market
conditions) substantially all of the Funds' assets in various types of
municipal obligations as described above. These municipal obligations and the
taxable investments described below may bear interest at rates that are not
fixed ("floating- and variable-rate instruments").

For additional descriptions of tax-free municipal obligations, taxable
money market instruments, and other investment activities, see the "Prospectus
Appendix--Additional Investment Policies." RISK FACTORS

The market value of a Fund's investment in fixed-income securities
changes in response to changes in interest rates and the relative financial
strength of each issuer. During periods of falling interest rates, the value
of fixed-income securities generally rises. Conversely, during periods of
rising interest rates, the value of such securities generally declines. Debt
securities with longer maturities, which tend to produce higher yields, are
subject to potentially greater capital appreciation and depreciation than
obligations with shorter maturities. Changes in the financial strength of an
issuer or changes in the ratings of any particular security may also affect the
value of these investments. Fluctuations in the market value of fixed-income
securities subsequent to their acquisition will not affect cash income from
such securities but will be reflected in a Fund's net asset value.

11
<PAGE> 219

The Oregon Tax-Free and Arizona Tax-Free Funds are classified as
non-diversified under the 1940 Act. Investment return on a non-diversified
portfolio typically is dependent upon the performance of a smaller number of
securities relative to the number held in a diversified portfolio.
Consequently, the change in value of any one security may affect the overall
value of a non-diversified portfolio more than it would a diversified
portfolio, and thereby subject the market-based net asset value per share of
the non-diversified portfolio to greater fluctuations. In addition, a
non-diversified portfolio may be more susceptible to economic, political and
regulatory developments than a diversified investment portfolio with a similar
objective may be.

A more detailed description of special factors affecting investment in
Oregon and Arizona municipal obligations is set forth in "Special
Considerations Affecting Oregon Municipal Securities" and "Special
Considerations Affecting Arizona Municipal Securities" in the SAI.

PERFORMANCE

The performance of each class of shares of the Funds may be advertised
from time to time in terms of yield, tax-equivalent yield and average annual
total return. These performance figures, are based on historical results and
are not intended to indicate future performance.

Yield refers to the income generated by an investment in a class of a
Fund's shares over a specified period (usually 30 days), expressed as an annual
percentage rate. Effective yield is calculated similarly but assumes
reinvestment of the income earned from a Fund. Because of the effects of
compounding, effective yields are slightly higher than yields. The
tax-equivalent yield of a class of shares is similarly calculated but assumes
that a stated income tax rate has been applied to determine the tax-equivalent
figure.

12
<PAGE> 220

capital-gain distributions attributable to a class are also reinvested at NAV
in shares of the class. Cumulative total return is calculated similarly except
that the return figure is aggregated over the relevant period instead of
annualized.

In addition to presenting these standardized performance calculations,
at times, the Funds may also present non-standard performance figures, such as
effective tax-equivalent yields or, in sales literature, distribution rates.
Because of the differences in the fees and/or expenses borne by shares of each
class of the Funds, the performance figures on such shares can be expected, at
any given time, to vary from the performance figures for other classes of the
Funds.

THE FUNDS AND MANAGEMENT

The Board of Directors of the Company supervises the Funds' activities
and monitors their contractual arrangements with various service providers.
Although the Company is not required to hold annual shareholder meetings,
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing a
fund's investment objective or fundamental investment policies. All shares of
the Company have equal voting rights and will be voted in the aggregate, rather
than by fund or class, unless otherwise required by law (such as when the
voting matter affects only one fund or class). As a Fund shareholder, you are
entitled to one vote for each share owned and fractional votes for fractional
shares owned. A more detailed description of the voting rights and attributes
of the shares is contained in the "Capital Stock" section of each Fund's SAI.

Wells Fargo Bank is the Funds' investment adviser, transfer and
dividend disbursing agent and custodian. In addition, Wells Fargo Bank serves
as a Shareholder Servicing Agent and as Selling Agent of the Funds. Wells
Fargo Bank, one of the largest banks in the United States, was founded in 1852
and is the oldest bank in the western United States. As of April 1, 1996,
Wells Fargo Bank and its affiliates provided investment advisory

13
<PAGE> 221

services for approximately $56 billion of assets of individuals, trusts,
estates and institutions. Wells Fargo Bank also serves as the investment
adviser to other separately managed funds (or the master portfolio in which a
fund invests) of the Company, and as investment adviser or sub-adviser to
separately managed funds of five other registered, open-end, management
investment companies. Wells Fargo Bank, a wholly owned subsidiary of Wells
Fargo & Company, is located at 420 Montgomery Street, San Francisco, California
94104.

Prior to its acquisition by Wells Fargo & Company on April 1, 1996,
Wells Fargo Investment Management, Inc. ("WFIM") (formerly, First Interstate
Capital Management, Inc.) served as investment adviser to the predecessor
portfolios. WFIM, a wholly-owned subsidiary of Wells Fargo & Company, is
located at 444 Market Street, San Francisco, California 94163. Prior to
October 1, 1995, affiliates of First Interstate Capital Management, Inc. served
as investment advisers to the predecessor portfolios as follows: First
Interstate Bank of Oregon, N.A, served as investment adviser to the Oregon
Tax-Exempt Fund; First Interstate Bank of Arizona, N.A. served as investment
adviser to the Arizona Tax-Exempt Fund; and First Interstate Bank of
Washington, N.A. served as co-investment advisers to the National Tax-Exempt
Fund.

Ms. Laura Milner assumed sole responsibility for the day-to-day
management of the portfolios of the Arizona Tax-Free Fund and National Tax-Free
Fund as of the commencement of operations of the Funds. Ms. Milner's current
position with Wells Fargo Bank is Senior Tax-Exempt Specialist/Portfolio
Manager. Her background includes over seven years experience specializing in
short- and long-term municipal securities with Salomon Brothers. She is a
member of the National Federation of Municipal Analysts and its California
chapter.

Mr. David Klug assumed sole responsibility for the day-to-day
management of the portfolio of the Oregon Tax-Free Fund as of the commencement
of operations of the Fund. Mr. Klug's current position with Wells Fargo Bank
is Senior Tax-Exempt Specialist/Portfolio Manager. He has managed municipal
bond portfolios for Wells Fargo Bank for over nine years. Prior to joining
Wells Fargo Bank, he managed the municipal bond portfolio for a major property
and casualty insurance company. Mr. Klug holds an M.B.A. from the University
of Chicago, and is a member of the National Federation of Municipal Analysts
and its California chapter.

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

INVESTING IN THE FUNDS

Fund shares may be purchased on any day the Funds are open. The Funds
are open for business each day the New York Stock Exchange ("NYSE") is open for
trading (a "Business Day"). Currently, the NYSE is closed on New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (each a "Holiday"). When any Holiday falls
on a weekend, the NYSE typically is closed on the weekday immediately before or
after such Holiday.

14
<PAGE> 222

SHARE VALUE

The value of a share of each class is its NAV. Wells Fargo Bank
calculates the NAV of each class of a Fund as of the close of regular trading
on the NYSE (referred to hereafter as "the close of the NYSE"), which is
currently 1:00 p.m. (Pacific time). The NAV per share for each class of shares
is computed by dividing the value of a Fund's assets allocable to a particular
class, less the liabilities charged to that class by the total number of the
outstanding shares of that class. All expenses, including fees paid to the
investment adviser and administrator, are accrued daily and taken into account
for the purpose of determining the NAV, which is expected to fluctuate daily.

Except for debt obligations with remaining maturities of 60 days or
less, which are valued at amortized cost, the other assets of the Funds are
valued at current market prices or, if such prices are not readily available,
at fair value as determined in good faith by the Company's Board of Directors.
Prices used for such valuations may be obtained from independent pricing
services.

PURCHASE OF INSTITUTIONAL CLASS SHARES

Institutional Class shares of the Funds are sold at NAV (without a
sales load) on a continuous basis primarily to certain customers ("Customers")
of affiliate, franchise or correspondent banks of Wells Fargo & Company and
other selected institutions (previously defined as Institutions). Customers
may include individuals, trusts, partnerships and corporations. Share
purchases are effected through a Customer's account at an Institution under the
terms of the Customer's account agreement with the Institution, and
confirmations of share purchases and redemptions are sent by the Funds to the
Institution involved. Institutions (or their nominees), acting on behalf of
their Customers, normally are the holders of record of Institutional Class
shares. Customers' beneficial ownership of Institutional Class shares is
reflected in the account statements provided by Institutions to their
Customers. The exercise of voting rights and the delivery to Customers of
shareholder communications from the Funds is governed by the Customers' account
agreements with an Institution. Investors wishing to purchase Institutional
Class shares of the Funds should contact their account representatives.

Institutional Class shares of the Funds are sold at the NAV per share
next determined after a purchase order has become effective. Purchase orders
placed by an Institution for Institutional Class shares in a Fund must be
received by the Company by 1:00 p.m. (Pacific time) on any Business Day.
Payment for such shares may be made by Institutions in federal funds or other
funds immediately available to the custodian no later than 1:00 p.m. (Pacific
time) on the next Business Day following the receipt of the purchase order.

It is the responsibility of Institutions to transmit orders for
purchases by their Customers and to deliver required funds on a timely basis.
If funds are not received within the periods described above, the order will be
canceled, notice thereof will be given, and the Institution will be responsible
for any loss to the Funds or its shareholders. Institutions may charge certain
account fees depending on the type of account the investor has established with
an Institution. In addition, an Institution may receive fees from the Funds
with respect to the investments of its Customers as described under "Management
and Servicing Fees." Payment for Institutional Class shares of a Fund may, in
the discretion of the investment adviser, be made in the form of securities
that are permissible investments for the Fund. For further information see
"Additional Purchase and Redemption Information" in the SAI.

The Company reserves the right to reject any purchase order or to
suspend sales at any time. Payment for orders that are not received will be
returned after prompt inquiry. The issuance of Institutional Class shares is
recorded on the Company's books, and share certificates are not issued.

15
<PAGE> 223

WIRE INSTRUCTIONS -- DIRECT PURCHASES BY INSTITUTIONS

1. Complete an Account Application.

2. Instruct the wiring bank to transmit the specified amount in federal
funds to:

Wells Fargo Bank, N.A.
San Francisco, California
Bank Routing Number: 121000248
Wire Purchase Account Number: 4068-000587
Attention: Stagecoach Funds (Name of Fund and designate the
Institutional Class)
Account Name(s): Name(s) in which to be registered
Account Number: (if investing into an existing account)

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

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

STATEMENTS AND REPORTS

Institutions (or their nominees) typically send shareholders a
confirmation or statement of the account after every transaction that affects
the share balance or the Fund account registration. A statement with tax
information for the previous year will be mailed by January 31 of each year and
also will be filed with the IRS. At least twice a year, shareholders will
receive financial statements.

REDEMPTION OF INSTITUTIONAL CLASS SHARES

Redemption requests are effected at the NAV per share next determined
after receipt of a redemption request in good order by the Company.
Institutional Class shares held by an Institution on behalf of its Customers
must be redeemed in accordance with instructions and limitations pertaining to
the Customer's accounts at the Institution. It is the responsibility of an
Institution to transmit redemption requests to the Company and to credit its
Customers' accounts with the redemption proceeds on a timely basis. The
redemption proceeds for Institutional Class shares of the Funds normally are
wired to the redeeming Institution the following Business Day after receipt of
the request by the Company. The Company reserves the right to delay the wiring
of redemption proceeds for up to seven days after it receives a redemption
order if, in the judgment of the investment adviser, an earlier payment could
adversely affect the Funds or unless the SEC permits a longer period under
extraordinary circumstances. Such extraordinary circumstances could include a
period during which an emergency exists as a result of which (a) disposal by
the Funds of securities owned by them is not reasonably practicable or (b) it
is not reasonably practicable for the Funds to fairly determine the value of
their net assets, or a period during which the SEC by order permits deferral of
redemptions for the protection of security holders of a Fund.

With respect to former shareholders of Westcore Trust or Pacifica
Funds Trust who do not have a relationship with an Institution, shares of the
Funds may be redeemed by writing or calling the Funds directly at the address
and phone number shown on the first page of the Prospectus. When Institutional
Class shares are redeemed directly from

16
<PAGE> 224

the Funds, the Funds will ordinarily send the proceeds by check to the
shareholder at the address of record on the next Business Day unless payment by
wire is requested. The Funds may take up to seven days to make payment,
although this will not be the customary practice. Also, if the NYSE is closed
(or when trading is restricted) for any reason other than the customary weekend
or holiday closing or if an emergency condition as determined by the SEC merits
such action, the Funds may suspend redemptions or postpone payment dates.

To be accepted by a Fund, a letter requesting redemption must include:
(i) the Fund's name and account registration from which the Institutional Class
shares are being redeemed; (ii) the account number; (iii) the amount to be
redeemed; (iv) the signatures of all registered owners; and (v) a signature
guarantee by any eligible guarantor institution. An "eligible guarantor
institution" includes a commercial bank that is an FDIC member, a trust
company, a member firm of a domestic stock exchange, a savings association, or
a credit union that is authorized by its charter to provide a signature
guarantee. Signature guarantees by notaries public are not acceptable.
Further documentation may be requested from corporations, administrators,
executors, personal representatives, trustees or custodians.

All redemptions of Institutional Class shares of the Funds are made in
cash, except that the commitment to redeem Institutional Class shares in cash
extends only to redemption requests made by each Fund shareholder during any
90-day period of up to the lesser of $250,000 or 1% of the NAV of the Funds at
the beginning of such period. This commitment is irrevocable without the prior
approval of the SEC. In the case of redemption requests by shareholders in
excess of such amounts, the Board of Directors reserves the right to have the
Funds make payment, in whole or in part, in securities or other assets, in case
of an emergency or any time a cash distribution would impair the liquidity of
the Funds to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Funds
are valued. If the recipient were to sell such securities, he or she would
incur brokerage charges.

A redemption may be a taxable transaction on which gain or loss may be
recognized.

REDEMPTIONS BY TELEPHONE

Telephone exchange or redemption privileges authorize the Transfer
Agent to act on telephone instructions from any person representing himself or
herself to be the shareholder of record and reasonably believed by the Transfer
Agent to be genuine. The Company requires the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine and, if it does not follow such
procedures, the Company and the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Company nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.

EXCHANGES

The Funds offer a convenient way to exchange Institutional
Class shares in one Fund for Institutional Class shares in another fund of the
Company. Before engaging in an exchange transaction, a shareholder should read
carefully the Prospectus describing the fund into which the exchange will
occur, which is available without charge and can be obtained by writing or by
calling the Company at the address or phone number listed on the first page of
the Prospectus. A shareholder may not exchange Institutional Class shares of
one fund for Institutional Class shares of another fund if Institutional Class
shares of both funds are not qualified for sale in the state of the
shareholder's residence. The Company may terminate or amend the terms of the
exchange privilege at any time.

Exchange transactions are effected through a Customer's account at an
Institution under the terms of the Customer's account agreement with the
Institution, and confirmations of share exchanges are sent by a Fund to the
Institution involved. Institutions (or their nominees), acting on behalf of
their Customers, normally are the holders of record of Institutional Class
shares. Institutions are responsible for transmitting orders for exchanges to
the Company on a timely basis. Customers' exchange transactions are generally
reflected in the account statements provided by Institutions to their
Customers. Investors wishing to exchange Institutional Class shares of a Fund
for Institutional

17
<PAGE> 225

Class shares of another fund should contact their account representatives.
Investors with questions may call the Company at 1-800-222-8222.

A new account opened by exchange must be established with the same
name(s), address and social security number as the existing account. All
exchanges are made at the NAV of the respective funds next determined following
receipt of the request by the Company in good order.

An exchange is taxable as a sale of a security on which a gain or loss
may be recognized. Shareholders should receive written confirmation of the
exchange from the Institution within a few days of the completion of the
transaction.

To exchange Institutional Class shares, or if you have any questions,
simply call the Company at 1-800-222-8222. A shareholder of record should be
prepared to give the telephone representative the following information: (i)
the account number, social security number and account registration; (ii) the
name of the fund from and the fund into which the transfer is to occur; and
(iii) the dollar or share amount of the exchange. The conversation may be
recorded to protect shareholders and the Company. Telephone exchanges are
available unless the shareholder of record has declined the privilege on the
Purchase Application.

In addition, Institutional Class shares of the Funds may be exchanged
for each of the Funds' Class A shares in connection with the distribution of
assets held in a qualified trust, agency or custodial account maintained with
the trust department of Wells Fargo Bank or another bank, trust company or
thrift institution, or in other cases where Institutional Class shares are not
held in such qualified accounts. Similarly, Class A shares may be exchanged
for the Funds' Institutional Class shares if the shares are to be held in such
a qualified trust, agency or custodial account. These exchanges are made at
the NAV of the respective share classes next determined after the exchange
request is received by the Company.

DIVIDENDS

The Funds intend to declare dividends on a daily basis of
substantially all of their net investment income payable to shareholders of
record as of the close of regular trading of the NYSE (currently 1:00 p.m.,
Pacific time). Shareholders begin earning dividends on the Business Day
following the date the purchase order is effective and continue to earn
dividends through the day such shares are redeemed. Expenses, such as state
securities registration fees and transfer agency fees, that are attributable
to a particular class may affect the relative dividends and/or capital-gain
distributions of a class of shares.

Dividends declared in a month generally are paid on the last Business
Day of each month. Dividends and any capital-gain distributions are
automatically invested in additional whole and fractional shares of the same
class unless the shareholder has elected to receive payment in cash.

Dividends and capital-gain distributions have the effect of reducing
the NAV per share by the amount distributed. Although such dividends and
distributions paid on newly issued shares shortly after a purchase would
represent, in substance, a return of capital, the dividend or distribution
would be attributable to net investment income or capital gain and,
accordingly, would be taxable to the shareholder.

Dividends for a Saturday, Sunday or Holiday are declared payable to
shareholders of record as of the preceding Business Day. If a shareholder
redeems shares before the dividend payment date, any dividends credited to the
shareholder are paid on the following dividend payment date unless the
shareholder has redeemed all of the shares in the account, in which case the
shareholder receives accrued dividends together with redemption proceeds. The
Funds intend to distribute any capital gains at least annually.

18
<PAGE> 226

MANAGEMENT AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of
Directors, Wells Fargo Bank, as the Funds' investment adviser, provides
investment guidance and policy direction in connection with the management of
the Funds' assets. Wells Fargo Bank also furnishes the Board of Directors with
periodic reports on the Funds' investment strategy and performance. For these
services, Wells Fargo Bank is entitled to a monthly investment advisory fee at
the annual rate of 0.50% of the average daily net assets of each Fund. From
time to time, Wells Fargo Bank may waive such fees in whole or in part. Any
such waiver will reduce a Fund's expenses and, accordingly, have a favorable
impact on the Fund's yield and total return. From time to time, each Fund,
consistent with its investment objective, policies and restrictions, may invest
in securities of entities with which Wells Fargo Bank has a lending
relationship. For the fiscal period ended September 30, 1995, the previous
investment adviser to the Oregon Tax-Free Fund was paid advisory fees (after
waivers) at the annual rate of 0.24% of the average daily net assets of the
Fund. For the same period, the previous investment adviser waived all advisory
fees payable on behalf of the Arizona Tax-Free and National Tax-Free Funds.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank also serves as the Funds' custodian and transfer and
dividend disbursing agent. Under the Custody Agreement, a Fund may, at times,
borrow money from Wells Fargo Bank as needed to satisfy temporary liquidity
needs. Wells Fargo Bank charges interest on such overdrafts at a rate
determined pursuant to the Custody Agreement. Wells Fargo Bank performs its
custodial and transfer and dividend disbursing agency services at 525 Market
Street, San Francisco, California 94105.

INSTITUTIONS AND SHAREHOLDER SERVICING AGENT

The Funds have entered into Shareholder Servicing Agreements with
Wells Fargo Bank and may enter into similar agreements with other Institutions
("Shareholder Servicing Agents"). Under such agreements, Shareholder Servicing
Agents (including Wells Fargo Bank) agree, as agents for their customers, to
provide shareholder administrative and liaison services with respect to Fund
shares, which include, without limitation, aggregating and transmitting
shareholder orders for purchases, exchanges and redemptions; maintaining
shareholder accounts and records; exchanges and redemptions; and providing such
other related services as the Company or a shareholder may reasonably request.
For these services, a Shareholder Servicing Agent is entitled to receive a fee
at the annual rate of up to 0.25% of the average daily net assets attributable
to the Institutional Class shares owned of record or beneficially by investors
with whom the Shareholder Servicing Agent maintains a servicing relationship.
In no case shall payments exceed any maximum amount that may be deemed
applicable under applicable laws, regulations or rules, including the Rules of
Fair Practice of the NASD.

A Shareholder Servicing Agent also may impose certain conditions on
its customers, subject to the terms of this Prospectus, in addition to or
different from those imposed by Funds, such as requiring a higher minimum
initial investment or payment of a separate fee for additional services. Each
Shareholder Servicing Agent has agreed to disclose any fees it may directly
charge its customers who are shareholders of a Fund and to notify them in
writing at least 30 days before it imposes any transaction fees.

19
<PAGE> 227

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Stephens, as the principal underwriter of the Funds within the meaning
of the 1940 Act, has entered into Distribution Agreements with the Company
pursuant to which Stephens acts as agent for the Funds for the sale of their
shares and may enter into selling agreements with other agents ("Selling
Agents") that wish to make available shares of the Funds to their respective
customers.

Stephens has established a non-cash compensation program, pursuant to
which broker/dealers or financial institutions that sell shares of the
Company's funds may earn additional compensation in the form of trips to sales
seminars or vacation destinations, tickets to sporting events, theater or other
entertainment, opportunities to participate in golf or other outings and gift
certificates for meals or merchandise.

Financial institutions acting as Shareholder Servicing Agents, Selling
Agents, or in certain other capacities, may be required to register as dealers
pursuant to applicable state securities laws which may differ from federal law
and any interpretations expressed herein.

FUND EXPENSES

Except for the expenses borne by Wells Fargo Bank and Stephens, each
Fund bears all costs of its operations, including advisory, transfer agency,
custody and administration fees, fees and expenses of independent auditors and
legal counsel, and any extraordinary expenses. Expenses attributable to a
class (e.g., any shareholder servicing or distribution fees or other
class-specific expenses) are charged against the assets of the class. General
expenses of the Company are allocated among all of the funds of the Company,
including the Funds, in a manner proportionate to the net assets of each fund,
on a transactional basis, or on such other basis as the Company's Board of
Directors deems equitable.

TAXES

The Company intends to qualify each Fund each year as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), as long as such qualification is in the best interest of
each Fund's shareholders. In addition, net capital gains, net investment
income and operating expenses will be determined separately for each Fund from
the Company's other funds. By complying with the applicable provisions of the
Code, the Funds will not be subject to federal income tax with respect to net
investment income and any net realized capital gains for each year. In
addition, each Fund's shareholders will not be subject to federal income tax on
any dividends of the Fund attributable to interest from tax-exempt securities.
However, dividends attributable to interest from taxable securities, accretion
of market discount on certain bonds and capital gains (if any) will be taxable
to shareholders. The Funds do not make any representation regarding the
taxation of their corporate shareholders with respect to their distributions
and recommends that they consult their tax advisers.

20
<PAGE> 228

Interest on indebtedness incurred or continued to purchase or carry
shares of the Funds will not be deductible to the extent that a Fund's
distributions are exempt from federal income tax. In addition, the IRS has
devised federal alternative minimum tax ("AMT") rules to ensure that at least a
minimum amount of tax is paid by taxpayers who obtain significant benefit from
certain tax deductions and exemptions. Some of these deductions and exemptions
have been designated "tax preference items" which must be added back to taxable
income for purposes of calculating AMT. Among the "tax preference items" and
"adjustments" which must be considered when calculating the AMT is tax-exempt
interest from private activity bonds issued after August 7, 1986. To the
extent that a Fund invests in private activity bonds, shareholders who pay the
AMT will be required to report that portion of Fund dividends attributable to
interest on such bonds as a tax preference item in determining their AMT.
Shareholders will be notified of the tax status of distributions made by the
Funds. Persons who may be "substantial users" (or "related persons" of
substantial users) of facilities financed by private activity bonds should
consult their tax advisers before purchasing shares in the Funds. With respect
to corporate shareholders of the Funds, exempt-interest dividends paid by a
Fund are included in the corporate shareholder's "adjusted current earnings" as
part of its AMT calculation, and may also affect its federal "environmental
tax" liability. As of the printing of this Prospectus, individuals are subject
to an AMT at a maximum rate of 28% and corporations at a maximum rate of 20%.
Shareholders with questions or concerns about AMT should also consult their tax
advisers.

Your Institution, or your Shareholder Servicing Agent on its behalf,
will inform you of the amount and nature of the Fund's dividends and any
capital-gain distributions. You should keep all statements you receive to
assist in your personal record keeping. The Company may be required to
withhold, subject to certain exemptions, at a rate of 31% on dividends,
capital-gain distributions, and redemption proceeds (including proceeds from
exchanges) paid or credited to Fund shareholders, unless a shareholder has
provided a correct tax identification number (generally the shareholder's
social security or employer identification number) and, upon establishing an
account with the Company, certifies on the Account Application that the
shareholder is not subject to back-up withholding, or the IRS notifies the
Company that the shareholder is subject to back-up withholding.

The foregoing discussion is based on tax laws and federal regulations
that were in effect as of the date of this Prospectus and summarizes only some
of the important federal income tax considerations generally affecting the
Funds and their shareholders. It is not intended as a substitute for careful
tax planning; all shareholders should consult your tax advisor with respect to
their specific tax situations as well as with respect to state and local taxes.

STATE TAXES

OREGON STATE AND LOCAL TAXES

21
<PAGE> 229

ARIZONA STATE TAXES

There are no municipal income taxes in Arizona. Moreover, because
shares of the Arizona Tax-Free Fund are intangibles, they are not subject to
Arizona property tax. Shareholders of the Arizona Tax-Free Fund should consult
their tax adviser about other state and local tax consequences of their
investment in the Arizona Tax-Free Fund.

NATIONAL TAX-EXEMPT FUND -- STATE AND LOCAL TAXES

Investors are advised to consult their tax advisers concerning the
application of state and local taxes, which may have different consequences
from those under federal income tax law.

Further federal tax considerations are discussed in the SAIs. All
investors should consult their individual tax advisers with respect to their
particular tax situations.

22
<PAGE> 230

PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

Municipal Securities

A-1
<PAGE> 231

Further, the Funds may purchase municipal obligations known as
"certificates of participation" which represent undivided proportional
interests in lease payments by a governmental or nonprofit entity. The lease
payments and other rights under the lease provide for and secure the payments
on the certificates. Lease obligations may be limited by applicable municipal
charter provisions or the nature of the appropriation for the lease. In
particular, lease obligations may be subject to periodic appropriation. Lease
obligations may also be abated if the leased property is damaged or becomes
unsuitable for the lessee's purpose. If the entity does not appropriate funds
for future lease payments, the entity cannot be compelled to make such
payments. Furthermore, a lease may or may not provide that the certificate
trustee can accelerate lease obligations upon default. If the trustee could not
accelerate lease obligations upon default, the trustee would only be able to
enforce lease payments as they became due. In the event of a default or failure
of appropriation, it is unlikely that the trustee would be able to obtain an
acceptable substitute source of payment. Certificates of participation are
generally subject to redemption by the issuing municipal entity under specified
circumstances. If a specified event occurs, a certificate is callable at par
either at any interest payment date or, in some cases, at any time. As a
result, certificates of participation are not as liquid or marketable as other
types of municipal obligations and are generally valued at par or less than par
in the open market.

For a further discussion of factors affecting purchases of municipal
obligations by the Funds, see "Special Considerations Affecting Oregon
Obligations and Arizona Obligations" in the Fund's SAI.

Taxable Investments

U.S. Government Obligations

A-2
<PAGE> 232

faith and credit of the United States or U.S. Treasury guarantees; others, by
the right of the issuer or guarantor to borrow from the U.S. Treasury; still
others, by the discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and others, only by the
credit of the agency or instrumentality issuing the obligation. In the case of
obligations not backed by the full faith and credit of the United States, the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the obligation for ultimate repayment, which agency or
instrumentality may be privately owned. There can be no assurance that the
U.S. Government will provide financial support to its agencies or
instrumentalities where it is not obligated to do so. In addition, U.S.
Government obligations are subject to fluctuations in market value due to
fluctuations in market interest rates. As a general matter, the value of debt
instruments, including U.S. Government obligations, declines when market rates
increase and rises when market interest rates decrease. Certain types of U.S.
Government obligations are subject to fluctuations in yield or value due to
their structure or contract terms.

Forward Commitments, When-Issued Purchases and Delayed-Delivery Transactions

Stand-by Commitments

Other Tax-Exempt Mutual Funds

A-3
<PAGE> 233

Floating- and Variable-Rate Instruments

Repurchase Agreements

Loans of Portfolio Securities

A-4
<PAGE> 234

INVESTMENT POLICIES

As matters of fundamental policy, no Fund may:

2. Invest 25% or more of its total assets at the time of purchase
in securities of issuers whose principal business activities are in the same
industry.

3. Borrow money except in amounts up to 10% of the value of its
total assets at the time of borrowing.

A-5
<PAGE> 235

Advised by WELLS FARGO BANK, N.A., INC.
Sponsored/Distributed by
Stephens Inc., Member NYSE/SIPC

NOT FDIC INSURED
<PAGE> 236

THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE> 237

SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISOR, TRANSFER AND
DIVIDEND DISBURSING AGENT AND
CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Funds,
simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH FUNDS:

o NOT FDIC insured

o NOT guaranteed by Wells Fargo Bank

o NOT deposits or obligations of the Bank

o investment risk, including possible loss of principal

Printed on Recycled Paper
<PAGE> 238

STAGECOACH FUNDS(R)

PROSPECTUS

EQUITY VALUE FUND

BALANCED FUND

INSTITUTIONAL CLASS

AUGUST 31, 1996

<PAGE> 239

STAGECOACH FUNDS(R)

EQUITY VALUE FUND
BALANCED FUND

INSTITUTIONAL CLASS

Stagecoach Funds, Inc. (the "Company") is an open-end investment company.
This Prospectus contains information about one class of shares offered by two
funds of the Stagecoach Family of Funds--the EQUITY VALUE FUND--INSTITUTIONAL
CLASS and the BALANCED FUND--INSTITUTIONAL CLASS (each, a "Fund" and
collectively, the "Funds").

The EQUITY VALUE FUND seeks to provide investors with long-term capital
appreciation. The Fund pursues this objective by investing primarily in common
stocks and may invest in debt securities convertible into common stocks of both
domestic and foreign companies. Income generation is a secondary consideration
for the Fund.

Please read this Prospectus before investing and retain it for future
reference. It is designed to provide you with important information and to
help you decide if a Fund's goals match your own. A Statement of Additional
Information ("SAI"), dated August 31, 1996, containing additional information
about the Funds, has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. The Fund's SAI
is available without charge by writing to Stagecoach Funds, Inc., c/o
Stagecoach Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San
Francisco, CA 94120-7066 or by calling 1-800-222-8222. If you hold shares in
an IRA, please call 1-800-BEST-IRA for information or assistance.

PROSPECTUS DATED AUGUST 31, 1996

<PAGE> 240

Each Fund is advised by Wells Fargo Bank, which also serves as the Funds'
transfer and dividend disbursing agent and custodian. In addition, Wells Fargo
Bank is a Shareholder Servicing Agent and a Selling Agent (each as defined
below). Stephens Inc. ("Stephens") is the Funds' sponsor and administrator and
serves as distributor of the Funds' shares.

<PAGE> 241

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PROSPECTUS SUMMARY ...................................................... 1

SUMMARY OF FUND EXPENSES ................................................ 4

FINANCIAL HIGHLIGHTS .................................................... 6

HOW THE FUNDS WORK ...................................................... 9

THE FUNDS AND MANAGEMENT ................................................ 11

INVESTING IN THE FUNDS .................................................. 13

EXCHANGES ............................................................... 15

DIVIDENDS ............................................................... 16

MANAGEMENT AND SERVICING FEES ........................................... 17

TAXES ................................................................... 18

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

i
<PAGE> 242

PROSPECTUS SUMMARY

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

Q. WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

A. The EQUITY VALUE FUND seeks to provide investors with long-term capital
appreciation. The Fund pursues this objective by investing primarily in
common stocks and may invest in debt securities that are convertible into
common stocks of both domestic and foreign companies. The Fund may invest
in large, well-established companies and smaller companies with market
capitalization exceeding $50 million. The Fund may invest up to 5% of its
assets in foreign equity securities. Income generation is a secondary
consideration in selecting investments. The Fund may purchase dividend
paying stocks of particular issuers when the issuer's dividend record may,
in the investment adviser's opinion, have a favorable influence on the
market value of the securities. The Fund also may purchase convertible
securities with the same characteristics as common stocks. Under normal
market conditions, the Fund invests at least 65% of its total assets in
common stocks and securities convertible into common stocks.

The BALANCED FUND seeks to provide investors with both capital
appreciation and current income resulting in high total investment return
consistent with prudent investment risk and a balanced investment
approach. The Fund pursues this objective by investing in equity
securities and debt instruments through a balanced and diversified
program. The Fund normally invests between 30% and 70% of its assets in
common stocks that are considered by the investment adviser to have better
than average prospects for growth of capital and income. The Fund invests
primarily in domestic equity securities, but may invest up to 5% of its
assets in equity securities listed or traded exclusively on a foreign
exchange. The Fund's remaining assets are invested in senior fixed-income
securities, including corporate debt securities, commercial paper and
mortgage-backed and asset-backed securities, based on the relative
stability of income and principal of such securities. Debt instruments in
which the Fund invests are rated at least investment grade or deemed
comparable.

See "How the Funds Work -- Investment Objectives and Policies" and
"Prospectus Appendix -- Additional Investment Policies" for further
information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

A. An investment in the Funds is not insured against loss of principal. When
the value of the securities that a Fund owns declines, so does the value
of your Fund's shares. Therefore, you should be prepared to accept some
risk with the money you invest in the Funds. The equity portfolio
securities of the Funds are subject to equity market risk. Equity market
risk is the risk that common stock prices will fluctuate or decline over
short or even extended periods. The portfolio debt instruments of a Fund
are subject to interest-rate risk and credit risk. Interest-rate risk is
the risk that increases in market interest rates may adversely affect the
value of the debt instruments in which the Funds may invest and hence the
value of your investment in a Fund. Credit risk is the risk that issuers
of the debt instruments in which the Funds invest may default on the
payment of principal and/or interest. Each Fund may seek to achieve its
investment objective through investments in securities of foreign issuers
(which involve risks not typically associated with U.S. issuers),
instruments with the lowest investment-grade rating that have speculative
characteristics, and by the use of certain options, futures and currency
swap strategies. In addition, each Fund may invest in securities issued by
emerging growth companies, which may involve greater price volatility and
risk than those incurred by funds that do not invest in such companies. As
with all mutual funds, there can be no assurance that a Fund will achieve
its investment objective.

1
<PAGE> 243

Q. WHO MANAGES MY INVESTMENTS?

A. Wells Fargo Bank, as the Funds' investment adviser, manages your
investments. Wells Fargo Bank also provides the Funds with transfer
agency, dividend disbursing agency and custodial services. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and a Selling Agent for
the Funds. See "The Funds and Management" and "Management and Servicing
Fees" for further information.

Q. HOW DO I INVEST?

A. Qualified investors may invest by purchasing Institutional Class shares of
the Funds at the net asset value per share without a sales charge ("NAV").
Qualified investors include certain customers of affiliate, franchise or
correspondent banks of Wells Fargo & Company and other selected
institutions ("Institutions"). Customers may include individuals, trusts,
partnerships and corporations. Purchases are effected through the
customer's account with the Institution under the terms of the customer's
account agreement with the Institution. Investors wishing to purchase a
Fund's Institutional Class shares should contact their account
representatives. See "Investing in the Funds" for additional information.

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

A. Yes. The exchange privilege enables you to exchange Fund shares for shares
of another fund offered by the Company, or shares of certain other funds
offered by other investment companies in the Stagecoach Family of Funds,
to the extent such shares are offered for sale in your state of residence.
Exchanges are effected through the customer's account with the Institution
under the terms of the customer's account agreement with the Institution.
See "Exchanges."

Q. HOW MAY I REDEEM SHARES?

A. You may redeem your shares at NAV, without charge by the Company.
Institutional Class shares held by an Institution on behalf of its
customers must be redeemed under the terms of the customer's account
agreement with the Institution. It is the responsibility of an Institution
to transmit redemption requests to the Company and to credit its
customers' accounts. The Company reserves the right to impose charges for
wiring redemption proceeds. See "Investing in the Funds -- Redemption of
Institutional Class Shares."

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income of a Fund are declared and paid
quarterly and automatically reinvested in additional Institutional Class
shares of such Fund at NAV. Shareholders also may elect to receive
dividends in cash. Any capital gains are distributed at least annually in
the same manner as dividends. See "Dividends" for additional information.

Q. WHAT ARE DERIVATIVES AND DO THE FUNDS USE THEM?

A. Derivatives are financial instruments whose value is derived, at least in
part, from the price of another security or a specified asset, index or
rate. Some of the permissible investments described in this Prospectus,
such as variable-rate instruments that have an interest rate that is reset
periodically based on an index, can be considered derivatives. Some
derivatives may be more sensitive than direct securities to changes in
interest rates or sudden market moves. Some derivatives also may be
susceptible to fluctuations in yield or value due to their structure or
contract terms.

2
<PAGE> 244

Q. WHAT STEPS DO THE FUNDS TAKE TO CONTROL DERIVATIVES- RELATED RISKS?

A. Wells Fargo Bank, as investment adviser to the Funds, uses a variety of
internal risk management procedures to ensure that derivatives use is
consistent with a Fund's investment objective, does not expose a Fund to
undue risks and is closely monitored. These procedures include providing
periodic reports to the Board of Directors concerning the use of
derivatives. Derivatives use by each Fund also is subject to broadly
applicable investment policies. For example, a Fund may not invest more
than a specified percentage of its assets in "illiquid securities,"
including derivatives that do not have active secondary markets. Nor may a
Fund use certain derivatives without establishing adequate "cover" in
compliance with SEC rules limiting the use of leverage. For more
information on each Fund's investment activities, see "How the Funds Work"
and "Prospectus Appendix -- Additional Investment Policies."

3
<PAGE> 245

SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES
FOR INSTITUTIONAL CLASS SHARES

<TABLE>
<CAPTION>
EQUITY BALANCED
VALUE FUND FUND
---------- --------
<S> <C> <C>

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

ANNUAL FUND OPERATING EXPENSES
FOR INSTITUTIONAL CLASS SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
EQUITY BALANCED
VALUE FUND FUND
---------- --------
<S> <C> <C>
Management Fee (after waivers or reimbursements)(1) 0.50% 0.60%
Rule 12b-1 Fee .................................... None None

Other Expenses (after waivers
or reimbursements)(2) ............................ 0.45% 0.35%
---- ----

TOTAL FUND OPERATING
EXPENSES (after waivers or
reimbursements)(3) ........................... 0.95% 0.95%
==== ====
</TABLE>

- ---------
(1) Management Fees (before waivers or reimbursements) would be 0.50% and
0.60%, respectively.
(2) Other Expenses (before waivers or reimbursements) would be 0.50% and
0.67%, respectively.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would be
1.00% and 1.27%, respectively.

4
<PAGE> 246

EXAMPLE OF EXPENSES
FOR INSTITUTIONAL CLASS SHARES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following
expenses on a $1,000 investment in
a Fund's Institutional Class,
assuming a 5% annual return and
redemption at the end of each time
period indicated:

Equity Value Fund $10 $30 $53 $117
Balanced Fund $10 $30 $53 $117
</TABLE>

EXPLANATION OF TABLES

The purpose of the above tables is to help a shareholder understand the
various costs and expenses that an investor in the Funds will bear directly or
indirectly. The tables do not reflect any charges that may be imposed by Wells
Fargo Bank or another Institution directly on its customer accounts in
connection with an investment in a Fund.

SHAREHOLDER TRANSACTION EXPENSES are charges incurred when a shareholder
buys or sells Fund shares. Institutional Class shares are sold with no
shareholder transaction charges imposed by the Fund. The Company reserves the
right to impose a charge for wiring redemption proceeds.

ANNUAL FUND OPERATING EXPENSES for the Institutional Class shares of the
Funds are based on applicable contract amounts and derived from amounts
incurred during its most recent fiscal year, restated to reflect voluntary fee
waivers and expense reimbursements that are expected to continue to reduce
expenses during the Company's current fiscal year. Wells Fargo Bank and
Stephens have agreed to waive or reimburse all or a portion of their respective
fees charged to, or expenses paid by, each Fund to ensure that the Total Fund
Operating Expenses do not exceed, on an annual basis, 0.95% or 0.95%,
respectively, of the Equity Value Fund's or Balanced Fund's average daily net
assets through August 31, 1997. Any waivers or reimbursements will reduce a
Fund's total expenses. There can be no assurance that waivers or
reimbursements will continue after that time. For more complete descriptions
of the various costs and expenses you can expect to incur as an investor in the
Funds, please see "Management and Servicing Fees."

5
<PAGE> 247

FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial
Highlights in the annual financial statements for the fiscal period ended
September 30, 1995 for Pacifica Funds Trust's Equity Value and Balanced Funds,
the respective predecessor portfolios to the Funds. This information is
provided to assist you in evaluating the performance of each Fund since its
commencement of operations. The financial information for the fiscal years
ended September 30, 1991, through 1995 and for the period ended September 30,
1990 were each audited by former independent accountants to the predecessor
funds. The financial information and the report on the audit for the year ended
September 30, 1995 are incorporated by reference into the SAI. The unaudited
financial information and the related notes for the six months ended March 31,
1996 also are incorporated by reference into the SAI. See "The Funds and
Management" below and "Capital Stock" in the SAI. This information should be
read in conjunction with the related financial statements and the notes thereto.

6
<PAGE> 248

EQUITY VALUE FUND
For a Share Outstanding as Shown

<TABLE>
<CAPTION>
PERIOD ENDED
MARCH 31, 1996 PERIOD ENDED
(UNAUDITED) YEAR ENDED SEPTEMBER 30 SEPT. 30
-------------- ------------------------------------------------------ -------------
1995 1994 1993 1992 1991 1990(1)
--------- --------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value -- beginning of period..... $ $ 12.36 $ 13.17 $ 10.73 $ 10.45 $ 8.48 $10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2).................. 0.24 0.20 0.21 0.20 0.28 0.08
Net gain (loss) on securities
(both realized and unrealized)(2) 1.63 0.74 2.75 0.49 1.98 (1.60)
-------- --------- --------- --------- ------- -------- ------------
Total from investment operations......... 1.87 0.94 2.96 0.69 2.26 (1.52)
-------- --------- --------- --------- ------- -------- ------------
LESS DISTRIBUTIONS:
Dividends from net investment income...... (0.25) (0.21) (0.23) (0.22) (0.29) --
Distributions from capital gains.......... (0.71) (1.54) (0.29) (0.19) -- --
-------- --------- --------- --------- ------- -------- -----------
Total distributions...................... (0.96) (1.75) (0.52) (0.41) (0.29) --
-------- --------- --------- --------- ------- -------- -----------
Net asset value -- end of period........... $ $ 13.27 $ 12.36 $ 13.17 $ 10.73 $ 10.45 $8.48
======== ========= ========= ========= ======= ======== ===========
Total return (excluding sales load)...... % 16.58% 7.49% 28.22% 6.81% 27.05% (15.20)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)........... $ $170,406 $168,852 $140,551 $92,915 $68,412 $26,100
Ratio of expenses to average net assets... % 0.96% 0.99% 0.98% 1.02% 0.98% 0.91%(3)
Effect of waivers on above ratio.......... % 0.02% 0.02% 0.01% -- 0.13% 0.95%(3)
Ratio of net investment income to average
net assets............................... % 1.97% 1.60% 1.73% 1.86% 2.69% 3.38%(3)
Portfolio turnover rate................... % 75% 41% 82% 78% 36% 21%
</TABLE>

(1) Commencement of operations was on July 2, 1990.
(2) Per share data are based upon average monthly shares outstanding.
(3) Annualized.

<PAGE> 249

BALANCED FUND
For a Share Outstanding as Shown

<TABLE>
<CAPTION>
PERIOD ENDED
MARCH 30, 1996 PERIOD ENDED
(UNAUDITED) YEAR ENDED SEPTEMBER 30, SEPT. 30,
-------------- ------------------------------------------------- ------------
1995 1994 1993 1992 1991 1990(1)
------- -------- --------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value -- beginning of period...... $ $ 11.67 $ 12.71 $ 11.18 $ 10.80 $ 9.50 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income(2)................... 0.46 0.43 0.44 0.42 0.52 0.14
Net gain (loss) on securities
(both realized and unrealized)(2)......... 0.68 (0.13) 1.72 0.53 1.40 (0.64)
-------- ------- -------- -------- ------- ------- -------
Total from investment operations.......... 1.14 0.30 2.16 0.95 1.92 (0.50)
-------- ------- -------- -------- ------- ------- -------
LESS DISTRIBUTIONS:
Dividends from net investment income....... (0.47) (0.46) (0.43) (0.43) (0.62) --
Distributions from capital gains........... (0.50) (0.88) (0.20) (0.14) -- --
-------- ------- -------- -------- ------- ------- -------
Total distributions....................... (0.97) (1.34) (0.63) (0.57) (0.62) --
-------- ------- -------- -------- ------- ------- -------
Net asset value -- end of period........... $ $ 11.84 $ 11.67 $ 12.71 $ 11.18 $ 10.80 $ 9.50
======== ======= ======== ======== ======= ======= =======
Total return (excluding sales load)....... 10.62% 2.30% 19.83% 9.03% 20.78% (5.00)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)............ $ $89,034 $108,290 $104,434 $65,226 $50,038 $33,185
Ratio of expenses to average net assets.... % 1.03% 1.09% 1.01% 1.02% 0.96% 0.93%(3)
Effect of waivers on above ratio........... % 0.02% 0.02% 0.05% 0.08% 0.22% 0.67%(3)
Ratio of net investment income to average
net assets................................ % 4.05% 3.55% 3.62% 3.76% 5.88% 5.87%(3)
Portfolio turnover rate.................... % 90% 35% 60% 49% 30% 12%
</TABLE>

(1) Commencement of operations was on July 2, 1990.
(2) Per share data are based upon average monthly shares outstanding.
(3) Annualized.

<PAGE> 250
HOW THE FUNDS WORK

INVESTMENT OBJECTIVES AND POLICIES

The EQUITY VALUE FUND'S investment objective is to seek to provide
investors with long-term capital appreciation. The Fund pursues this objective
by investing primarily in equity securities, including common stocks and may
invest in debt instruments that are convertible into common stocks of both
domestic and foreign companies. The Fund may invest in large, well-established
companies and smaller companies with market capitalization exceeding $50
million. The Fund may invest up to 5% of its assets in foreign equity
securities. Income generation is a secondary consideration. The Fund may
purchase dividend paying stocks of particular issuers when the issuer's
dividend record may, in the investment adviser's opinion, have a favorable
influence on the market value of the securities. The Fund also may purchase
convertible securities with the same characteristics as common stocks. As with
all mutual funds, there can be no assurance that the Fund, which is a
diversified portfolio, will achieve its investment objective. The Fund
invests, under normal market conditions, substantially all of its total assets
in income-producing securities, including both debt instruments and equity
securities, and, under normal market conditions, at least 65% of its total
assets in common stocks and securities convertible into common stocks. Any
change in the investment objective of the Equity Value Fund by the Board of
Directors may result in the Fund having an investment objective different from
the objective which a shareholder considered appropriate at the time of
investment in the Fund.

The BALANCED FUND'S investment objective is to seek to provide investors
with both capital appreciation and current income resulting in a high total
investment return consistent with prudent investment risk and a balanced
investment approach. The Fund pursues this objective by investing in equity
securities and debt instruments through a balanced and diversified program.
The Fund normally invests between 30% and 70% of its assets in common stocks
that are considered by the investment adviser to have better than average
prospects for growth of capital and income. The Fund invests primarily in
domestic equity securities, but may invest up to 5% of its assets in equity
securities listed or traded exclusively on a foreign exchange. The remaining
balance of the Fund's assets is invested in senior fixed-income securities,
including corporate debt securities, commercial paper and mortgage-backed and
asset-backed securities, based on the relative stability of income and
principal of such securities. Debt instruments in which the Fund may invest
are rated at least investment grade or deemed comparable.

EQUITY INVESTMENTS

In selecting equity investments (which may include common stocks of both
domestic and foreign companies) for the Funds, the adviser selects companies
for investment using both quantitative and qualitative analysis to identify
those issuers that, in the adviser's opinion, exhibit below-average valuation
multiples, above-average financial strength, a strong position in their
industry and a history of steady profit growth.

The adviser also may select other equity securities in addition to common
stocks for investment by the Funds. Such other equity securities are preferred
stocks, high grade securities convertible into common stocks, and warrants.
Neither Fund will invest more than 5% of its net assets in warrants, no more
than 2% of which will be invested in warrants which are not listed on the New
York or American Stock Exchanges. Under normal market conditions, the Equity
Value and Balanced Funds will each invest at least 65% of its total assets in
common stocks or securities convertible into common stocks. For temporary
defensive purposes, however, both the Equity Value and Balanced Funds may
invest in U.S. Government obligations, certificates of deposit, bankers'
acceptances, commercial paper, repurchase agreements (maturing in seven days or
less) and debt obligations of corporations (corporate bonds, debentures, notes
and other similar corporate debt instruments) that are rated investment grade
or better by Standard & Poor's Rating Group ("S&P") or Moody's Investors
Service, Inc. ("Moody's").

<PAGE> 251

SENIOR FIXED-INCOME SECURITIES

RISK FACTORS

The price per share of each of the Funds will fluctuate with changes in
value of the investments held by a Fund. Shareholders of a Fund should,
therefore, expect the value of their shares to fluctuate with changes in the
value of the securities owned by that Fund. For example, investments by the
Funds in smaller companies may involve greater risks than investments in large
companies due to such factors as limited product lines, markets and financial
or managerial resources, and less frequently traded securities that may be
subject to more abrupt price movements than securities of larger companies.

The market value of a Fund's investment in fixed-income securities will
change in response to changes in interest rates and the relative financial
strength of each issuer. During periods of falling interest rates, the value of
fixed-income securities generally rises. Conversely, during periods of rising
interest rates, the value of such securities generally declines. Debt
securities with longer maturities, which tend to produce higher yields, are
subject to potentially greater capital appreciation and depreciation than
obligations with shorter maturities. Changes in the financial strength of an
issuer or changes in the ratings of any particular security also may affect the
value of these investments. Fluctuations in the market value of fixed-income
securities subsequent to their acquisition will not affect cash income from
such securities but will be reflected in a Fund's net asset value.

<PAGE> 252

therefore, may exhibit greater price volatility. Additional costs associated
with an investment in foreign securities may include higher custodial fees than
apply to domestic custodial arrangements and transaction costs of foreign
currency conversions. Changes in foreign exchange rates also will affect the
value of securities denominated or quoted in currencies other than the U.S.
dollar. A Fund's objective may be affected either unfavorably or favorably by
fluctuations in the relative rates of exchange between the currencies of
different nations, by exchange control regulations and by indigenous economic
and political developments. See the SAI for further information about foreign
securities.

There is, of course, no assurance that a Fund will achieve its investment
objective or be successful in preventing or minimizing the risk of loss that is
inherent in investing in particular types of investment products.

PERFORMANCE

The performance of each class of shares of the Funds may be advertised
from time to time in terms of average annual total return and cumulative total
return and yield. Performance figures are based on historical results and are
not intended to indicate future performance.

Average annual total return of a class of shares is based on the overall
dollar or percentage change in value of a hypothetical investment in a Fund's
class and assumes the investment is at NAV and all dividends and capital-gain
distributions attributable to a class are also reinvested at NAV in shares of
the class. Cumulative total return is calculated similarly except that the
return figure is aggregated over the relevant period instead of annualized.

Yield refers to the income generated by an investment in a class of a
Fund's shares over a specified period (usually 30 days), expressed as an annual
percentage rate.

In addition to presenting these standardized performance calculations, at
times, the Funds may also present non-standard performance figures, such as
three-month total returns and, for purposes of sales literature, yields and
distribution rates. Because of the differences in the fees and/or expenses
borne by shares of each class of the Funds, the performance figures on such
shares can be expected, at any given time, to vary from the performance figures
for other classes of the Funds.

Additional performance information is contained in the SAI under
"Performance Calculations" and in the Annual Report, which are available upon
request free of charge by calling the Company at 1-800-222-8222 or by writing
the Company at the address shown on the front cover of the Prospectus.

THE FUNDS AND MANAGEMENT

<PAGE> 253

Each class of shares in a fund represents an equal, proportionate interest in a
fund with other shares of the same class. Shareholders of each class bear their
pro rata portion of the fund's operating expenses, except for certain
class-specific expenses (e.g., any state securities registration fees,
shareholder servicing fees or distribution fees that may be paid under Rule
12b-1) that are allocated to a particular class. Please contact Stagecoach
Shareholder Services at 1-800-222-8222 if you would like additional information
about other funds or classes of shares offered.

The Board of Directors of the Company supervises the Funds' activities and
monitors their contractual arrangements with various service providers.
Although the Company is not required to hold annual shareholder meetings,
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing a
fund's investment objective or fundamental investment policies. All shares of
the Company have equal voting rights and will be voted in the aggregate, rather
than by series or Class, unless otherwise required by law (such as when the
voting matter affects only one series or Class). As a Fund shareholder, you
are entitled to one vote for each share owned and fractional votes for
fractional shares owned. A more detailed description of the voting rights and
attributes of the shares is contained under "Capital Stock" in the SAI.

Wells Fargo Bank is the Funds' investment adviser, transfer and dividend
disbursing agent, and custodian. In addition, Wells Fargo Bank serves as a
Shareholder Servicing Agent and as a Selling Agent of the Fund. Wells Fargo
Bank, one of the largest banks in the United States, was founded in 1852 and is
the oldest bank in the western United States. As of April 1, 1996, Wells Fargo
Bank and its affiliates provided investment advisory services for approximately
$56 billion in assets of individuals, trusts, estates and institutions. Wells
Fargo Bank also serves as the investment adviser to the other separately
managed funds (or the master portfolio in which a fund may invest) of the
Company and as investment adviser or sub-adviser to other separately managed
funds of five other registered, open-end, management investment companies.
Wells Fargo Bank, a wholly-owned subsidiary of Wells Fargo & Company, is
located at 420 Montgomery Street, San Francisco, California 94104.

Prior to its acquisition by Wells Fargo & Company on April 1, 1996, Wells
Fargo Investment Management, Inc. ("WFIM") (formerly, First Interstate Capital
Management, Inc.) served as investment adviser to the predecessor funds. WFIM,
a wholly-owned subsidiary of Wells Fargo & Company, is located at 444 Market
Street, San Francisco, California 94163. Prior to March 18, 1994, the
predecessor funds' investment adviser was San Diego Financial Capital
Management, Inc. (predecessor to First Interstate Capital Management, Inc.)
which was acquired by First Interstate Bancorp through its merger with San
Diego Financial Corporation.

Mr. Robert Bissell assumed sole responsibility as a portfolio manager for
the day-to-day management of the Stagecoach Equity Value Fund, and assumed
responsibility as a co-portfolio manager for the day-to-day management of the
equity portion of the Stagecoach Balanced Fund, as of the commencement of
operations of the Funds. Mr. Bissell is a Senior Vice-President and Manager,
equities of Wells Fargo Bank. Mr. Bissell joined Wells Fargo Bank at the time
of its merger with Crocker Bank and been with the combined organization for
over 20 years. Prior to joining Wells Fargo Bank, he was Vice-President and
Investment Counsel with M.H. Edie Investment Counseling, where he managed
institutional and high-net-worth portfolios. Mr. Bissell holds a finance
degree from the University of Virginia. He is a chartered financial analyst
and a member of the Los Angeles Society of Financial Analysts.

Ms. Tamyra Thomas assumed responsibility as a co-portfolio manager for the
day-to-day management of the bond portion of the Stagecoach Balanced Fund as of
the commencement of operations of the Fund. She is a Senior Vice-President and
the Chief Fixed Income Investment Officer of the Investment Management Group of
Wells Fargo Bank. She is also Chair of the Investment Management Group Policy
Committee. Ms. Thomas has managed bond portfolios for over a decade. She
currently manages in excess of $1 billion of long-term taxable bond portfolios
for various foundations, defined benefit plans and other clients. Prior to
joining Wells Fargo Bank in early 1988, she held a number of senior investment
positions for the Valley Bank & Trust Company of Utah including Vice-President
and Manager of the Investment Department and Chairman of the Trust Investment

<PAGE> 254

Committee. She holds a B.S. degree from the University of Utah and was past
president of the Utah Bond Club. Ms. Thomas is a chartered financial analyst.

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

<PAGE> 255

INVESTING IN THE FUNDS

Fund shares may be purchased on any day the Funds are open. The Funds are
open for business each day the New York Stock Exchange ("NYSE") is open for
trading (a "Business Day"). Currently, the NYSE is closed on New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (each a "Holiday"). When any Holiday falls
on a weekend, the NYSE typically is closed on the weekday immediately before or
after such Holiday.

The Company or Stephens may make the Prospectus available in an electronic
format. Upon receipt of a request from you or your representative, the Company
or Stephens will transmit or cause to be transmitted promptly, without charge,
a paper copy of the electronic Prospectus.

SHARE VALUE

Except for debt obligations with remaining maturities of 60 days or less,
which are valued at amortized cost, the other assets of the Funds are valued at
current market prices or, if such prices are not readily available, at fair
value as determined in good faith by the Company's Board of Directors. Prices
used for such valuations may be obtained from independent pricing services.

PURCHASE OF INSTITUTIONAL CLASS SHARES

Institutional Class shares of the Funds are sold at NAV (without a sales
load) on a continuous basis primarily to certain customers ("Customers") of
affiliate, franchise or correspondent banks of Wells Fargo & Company and other
selected institutions (previously defined as Institutions). Customers may
include individuals, trusts, partnerships and corporations. Share purchases
are effected through a Customer's account at an Institution under the terms of
the Customer's account agreement with the Institution, and confirmations of
share purchases and redemptions are sent by the Funds to the Institution
involved. Institutions (or their nominees), acting on behalf of their
Customers, normally are the holders of record of Institutional Class shares.
Customers' beneficial ownership of Institutional Class shares is reflected in
the account statements provided by Institutions to their Customers. The
exercise of voting rights and the delivery to Customers of shareholder
communications from the Funds is governed by the Customers' account agreements
with an Institution. Investors wishing to purchase Institutional Class shares
of the Funds should contact their account representatives.

Institutional Class shares of the Funds are sold at the NAV per share next
determined after a purchase order has become effective. Purchase orders placed
by an Institution for Institutional Class shares in a Fund must be received by
the Company by 1:00 p.m. (Pacific time) on any Business Day. Payment for such
shares may be made by Institutions in federal funds or other funds immediately
available to the custodian no later than 1:00 p.m. (Pacific time) on the next
Business Day following the receipt of the purchase order.

It is the responsibility of Institutions to transmit orders for purchases
by their Customers and to deliver required funds on a timely basis. If funds
are not received within the periods described above, the order will be
canceled, notice thereof will be given, and the Institution will be responsible
for any loss to the Funds or its shareholders. Institutions may charge certain
account fees depending on the type of account the investor has established with
an Institution. In addition, an Institution may receive fees from the Funds
with respect to the investments of its Customers as described under "Management
and Servicing Fees." Payment for Institutional

<PAGE> 256

Class shares of a Fund may, in the discretion of the investment adviser, be made
in the form of securities that are permissible investments for the Fund. For
further information see "Additional Purchase and Redemption Information" in the
SAI.

The Company reserves the right to reject any purchase order or to suspend
sales at any time. Payment for orders that are not received will be returned
after prompt inquiry. The issuance of Institutional Class shares is recorded
on the Company's books, and share certificates are not issued.

WIRE INSTRUCTIONS -- DIRECT PURCHASES BY INSTITUTIONS

1. Complete an Account Application.

2. Instruct the wiring bank to transmit the specified amount in federal funds
to:

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

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

STATEMENTS AND REPORTS

REDEMPTION OF INSTITUTIONAL CLASS SHARES

<PAGE> 257

of securities owned by them is not reasonably practicable or (b) it is not
reasonably practicable for the Funds to fairly determine the value of their net
assets, or a period during which the SEC by order permits deferral of
redemptions for the protection of security holders of a Fund.

With respect to former shareholders of Westcore Trust or Pacifica Fund
Trust who do not have a relationship with an Institution, shares of the Funds
may be redeemed by writing or calling the Funds directly at the address and
phone number shown on the first page of the Prospectus. When Institutional
Class shares are redeemed directly from the Funds, the Funds will ordinarily
send the proceeds by check to the shareholder at the address of record on the
next Business Day unless payment by wire is requested. The Funds may take up
to seven days to make payment, although this will not be the customary
practice. Also, if the NYSE is closed (or when trading is restricted) for any
reason other than the customary weekend or holiday closing or if an emergency
condition as determined by the SEC merits such action, the Funds may suspend
redemptions or postpone payment dates.

To be accepted by a Fund, a letter requesting redemption must include: (i)
the Fund's name and account registration from which the Institutional Class
shares are being redeemed; (ii) the account number; (iii) the amount to be
redeemed; (iv) the signatures of all registered owners; and (v) a signature
guarantee by any eligible guarantor institution. An "eligible guarantor
institution" includes a commercial bank that is an FDIC member, a trust
company, a member firm of a domestic stock exchange, a savings association, or
a credit union that is authorized by its charter to provide a signature
guarantee. Signature guarantees by notaries public are not acceptable.
Further documentation may be requested from corporations, administrators,
executors, personal representatives, trustees or custodians.

A redemption may be a taxable transaction on which gain or loss may be
recognized.

REDEMPTIONS BY TELEPHONE

Telephone exchange or redemption privileges authorize the Transfer Agent
to act on telephone instructions from any person representing himself or
herself to be the shareholder of record and reasonably believed by the Transfer
Agent to be genuine. The Company requires the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification, to
confirm that instructions are genuine and, if it does not follow such
procedures, the Company and the Transfer Agent may be liable for any losses due
to unauthorized or fraudulent instructions. Neither the Company nor the
Transfer Agent will be liable for following telephone instructions reasonably
believed to be genuine.

EXCHANGES

The Funds offer a convenient way to exchange Institutional Class shares in
one Fund for Institutional Class shares in another fund of the Company. Before
engaging in an exchange transaction, a shareholder should read carefully the
Prospectus describing the fund into which the exchange will occur, which is
available without charge and can be obtained by writing or by calling the
Company at the address or phone number listed on the first page of the
Prospectus. A shareholder may not exchange Institutional Class shares of one
fund for Institutional Class shares of another fund if Institutional Class
shares of both funds are not qualified for sale in the state of the
shareholder's residence. The Company may terminate or amend the terms of the
exchange privilege at any time.

<PAGE> 258

An exchange is taxable as a sale of a security on which a gain or loss may
be recognized. Shareholders should receive written confirmation of the
exchange from the Institution within a few days of the completion of the
transaction.

In addition, Institutional Class shares of the Funds may be exchanged for
each of the Funds' Class A shares in connection with the distribution of
assets held in a qualified trust, agency or custodial account maintained with
the trust department of Wells Fargo Bank or another bank, trust company or
thrift institution, or in other cases where Institutional Class shares are not
held in such qualified accounts. Similarly, Class A shares may be exchanged
for the Funds' Institutional Class shares if the shares are to be held in such
a qualified trust, agency or custodial account. These exchanges are made at
the NAV of the respective share classes next determined after the exchange
request is received by the Company.

DIVIDENDS

The Funds intend to declare dividends on a quarterly basis of
substantially all of its net investment income. Shareholders begin earning
dividends on the Business Day following the date the purchase order is
effective and continue to earn dividends through the day such shares are
redeemed. Expenses, such as state securities registration fees and transfer
agency fees, that are attributable to a particular class may affect the
relative dividends and/or capital-gain distributions of a class of shares.

Dividends and capital gain distributions have the effect of reducing the
NAV per share by the amount distributed. Although such dividends and
distributions paid on newly issued shares shortly after a purchase would
represent, in substance, a return of capital, the dividend or distribution
would be attributable to net investment income or capital gain and,
accordingly, would be taxable to the shareholder.

<PAGE> 259

MANAGEMENT AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of Directors,
Wells Fargo Bank, as each Fund's adviser, provides investment guidance and
policy direction in connection with the management of each Fund's assets.
Wells Fargo Bank also furnishes the Board of Directors with periodic reports on
each Fund's investment strategy and performance. For these services, Wells
Fargo Bank is entitled to monthly investment advisory fees at the annual rates
of 0.50% and 0.60% of the respective average daily net assets of the Equity
Value and Balanced Funds. From time to time, Wells Fargo Bank may waive such
fees in whole or in part. Any such waiver will reduce expenses of a Fund and,
accordingly, have a favorable impact on a Fund's yield and total return. From
time to time, each Fund, consistent with its investment objective, policies and
restrictions, may invest in securities of entities with which Wells Fargo Bank
has a lending relationship. For the fiscal period ended September 30, 1995,
the predecessor funds paid advisory fees at the annual rates of [0.60%] and
[0.60%] of each portfolio's respective average daily net assets to FICM which
served as investment adviser to the predecessor portfolios.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank serves as the Funds' custodian and transfer and dividend
disbursing agent. Under the Custody Agreement, a Fund may, at times, borrow
money from Wells Fargo Bank as needed to satisfy temporary liquidity needs.
Wells Fargo Bank charges interest on such overdrafts at a rate determined
pursuant to the Custody Agreement. Wells Fargo Bank performs its custodial and
transfer and dividend disbursing agency services at 525 Market Street, San
Francisco, California 94105.

INSTITUTIONS AND SHAREHOLDER SERVICING AGENT

The Funds have entered into Shareholder Servicing Agreements with Wells
Fargo Bank and may enter into similar agreements with other Institutions.
Under such agreements, Shareholder Servicing Agents (including Wells Fargo
Bank) agree, as agents for their customers, to provide shareholder
administrative and liaison services with respect to Fund shares, which include,
without limitation, aggregating and transmitting shareholder orders for
purchases, exchanges and redemptions; maintaining shareholder accounts and
records; and providing such other related services as the Company or a
shareholder may reasonably request. For these services, a Shareholder
Servicing Agent is entitled to receive a fee at the annual rate of up to 0.25%
of the average daily net assets attributable to the Institutional Class shares
owned of record or beneficially by investors with whom the Shareholder
Servicing Agent maintains a servicing relationship. In no case shall payments
exceed any maximum amount that may be deemed applicable under applicable laws,
regulations or rules, including the Rules of Fair Practice of the NASD ("NASD
Rules").

A Shareholder Servicing Agent also may impose certain conditions and/or
fees on its customers, subject to the terms of this Prospectus, in addition to
or different from those imposed by a Fund, such as requiring a higher minimum
initial investment or payment of a separate fee for additional services. Each
Shareholder Servicing Agent has agreed to disclose any fees it may directly
charge its customers who are shareholders of a Fund and to notify them in
writing at least 30 days before it imposes any transaction fees.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Subject to the overall supervision of the Company's Board of Directors,
Stephens provides the Funds with administrative services, including general
supervision of each Fund's operation, coordination of other services provided
to each Fund, compilation of information for reports to the SEC and the state
securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to the Company's Directors and officers. Stephens
also furnishes office space and certain facilities to conduct each Fund's
business and compensates the Company's Directors, officers and employees who
are affiliated with Stephens. For these services, Stephens is entitled to
receive from each Fund a monthly fee at the annual rate of 0.05% of the Fund's
average daily net assets. From time to time, Stephens may waive its fees from
the Fund in whole or in part. Any such waiver will reduce the Fund's expenses
and, accordingly,

<PAGE> 260

monthly fee at the annual rate of 0.05% of the Fund's average daily net assets.
From time to time, Stephens may waive its fees from a Fund in whole or have a
favorable impact on such Fund's yield and total return.

Stephens, as the principal underwriter of the Funds within the meaning of
the 1940 Act, has entered into Distribution Agreements with the Company
pursuant to which Stephens acts as agent for the Funds for the sale of their
shares and may enter into selling agreements with other agents ("Selling
Agents") that wish to make available shares of the Funds to their respective
customers.

FUND EXPENSES

Except for the expenses borne by Wells Fargo Bank and Stephens, each Fund
bears all costs of its operations, including advisory, transfer agency, custody
and administration fees, fees and expenses of independent auditors and legal
counsel, and any extraordinary expenses. Expenses attributable to a class
(e.g., any shareholder servicing or distribution fees or other class-specific
expenses) are charged against the assets of the class. General expenses of the
Company are allocated among all of the funds of the Company, including the
Funds, in a manner proportionate to the net assets of each fund, on a
transactional basis, or on such other basis as the Company's Board of Directors
deems equitable.

TAXES

The Company intends to qualify each Fund each year as regulated investment
companies under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), as long as such qualification is the best interest of the Funds'
shareholders. In addition, net capital gains, net investment income, and
operating expenses will be determined separately for each Fund from the
Company's other funds. By complying with the applicable provisions of the
Code, the Funds will not be subject to federal income tax with respect to net
investment income and any net realized capital gains distributed to its
shareholders. The Funds intend to pay out substantially all of its net
investment income and any net realized capital gains for each year. Dividends
from investment income (including any net realized short-term capital gains)
declared and paid by the Funds will be taxable as ordinary income to the Funds'
shareholders. Such dividends and capital-gain distributions, which are taxable
to shareholders as capital gain, will generally be taxable to recipient
shareholders, regardless of whether you take such payments in cash or have them
automatically reinvested in the Funds' shares. You may be eligible to defer
the taxation of dividends and capital-gain distributions on the Funds' shares
that are held under a qualified tax-deferred retirement plan. Corporate
shareholders may be eligible for the dividends-received deduction on the
dividends paid by a Fund to the extent the Fund's income is derived from
certain dividends received from domestic corporations, as long as the corporate
shareholder holds the Fund's shares on which the eligible dividend was paid for
at least 46 days.

Your Institution, or your Shareholder Servicing Agent on its behalf, will
inform you of the amount and nature of the Funds' dividends and any
capital-gain distributions. You should keep all statements you receive to
assist in your personal record keeping. The Company may be required to
withhold, subject to certain exemptions, at a rate of 31% on dividends,
capital-gain distributions, and redemption proceeds (including proceeds from
exchanges) paid or credited to Fund shareholders, unless a shareholder provides
a correct taxpayer identification number (generally the shareholder's social
security or employer identification number) and, upon establishing an

<PAGE> 261

account with the Company, certifies on the Account Application that the
shareholder is not subject to back-up withholding, or the IRS notifies the
Company that the shareholder is not subject to back-up withholding.

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

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

Further federal tax considerations are discussed in the SAI.

<PAGE> 262

PROSPECTUS APPENDIX
ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

Temporary Investments

From time to time, for temporary defensive purposes, each Fund may hold
assets in cash or make short-term investments, to the extent appropriate, to
maintain adequate liquidity for redemption requests or other cash management
needs or for temporary defensive purposes. The short-term investments that a
Fund may purchase for liquidity purposes include: (i) U.S. Treasury bills,
shares of other mutual funds and repurchase agreements (as discussed below);
(ii) negotiable certificates of deposit, bankers' acceptances and fixed time
deposits and other obligations of domestic banks (including foreign branches)
that have more than $1 billion in total assets at the time of investment and
are members of the Federal Reserve System or are examined by the Comptroller of
the Currency or whose deposits are insured by the FDIC; (iii) commercial paper
rated at the date of purchase "P-1" by Moody's or "A-1+" or "A-1" by S&P, or,
if unrated, of comparable quality as determined by Wells Fargo Bank, as
investment adviser; and (iv) short-term, U.S. dollar-denominated obligations of
foreign banks (including U.S. branches) that, at the time of investment: (a)
have more than $10 billion, or the equivalent in other currencies, in total
assets; (b) are among the 75 largest foreign banks in the world as determined
on the basis of assets; (c) have branches or agencies in the United States; and
(d) in the opinion of Wells Fargo Bank, as investment adviser, are of
comparable quality to obligations of U.S. banks that may be purchased by a
Fund.

U.S. Government Obligations

Foreign Securities

Each Fund may invest up to 5% of its assets in equity securities listed or
traded exclusively on a foreign exchange. Investments in securities of foreign
issuers, including ADRs and EDRs, involve certain considerations that are not
typically associated with investing in domestic securities. There may be less
publicly available information about a foreign issuer than about a domestic
issuer. Foreign issuers also are not generally subject to the same accounting,
auditing and financial reporting standards or governmental supervision as
domestic issuers. In addition, with respect to certain foreign countries,
interest may be withheld at the source under foreign income tax laws, and there
is a possibility of expropriation or confiscatory taxation, political or social
instability

A-1

<PAGE> 263

or diplomatic developments that could adversely affect investments in, the
liquidity of, and the ability to enforce contractual obligations with respect
to, securities of issuers located in those countries.

Mortgage-Related Securities

Mortgage pass-through securities are securities representing interests in
"pools" of mortgages in which payments of both interest and principal on the
securities are made monthly, in effect "passing through" monthly payments made
by the individual borrowers on the residential mortgage loans which underlie
the securities (net of fees paid to the issuer or guarantor of the securities).
Early repayment of principal on mortgage pass-through securities (arising from
prepayments of principal due to sale of the underlying property, refinancing,
or foreclosure, net of fees and costs which may be incurred) may expose a Fund
to a lower rate of return upon reinvestment of principal. Also, if a security
subject to prepayment has been purchased at a premium, in the event of
prepayment the value of the premium would be lost. Like other fixed-income
securities, when interest rates rise, the value of a mortgage-related security
generally will decline; however, when interest rates decline, the value of
mortgage-related securities with prepayment features may not increase as much
as other fixed-income securities. Payment of principal and interest on some
mortgage pass-through securities (but not the market value of the securities
themselves) may be guaranteed by the full faith and credit of the U.S.
Government or its agencies or instrumentalities. Mortgage pass-through
securities created by non-government issuers (such as commercial banks, savings
and loan institutions, private mortgage insurance companies, mortgage bankers
and other secondary market issuers) may be supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance, and letters of credit, which may be issued by governmental entities,
private insurers or the mortgage poolers. The Balanced Fund may also invest in
investment grade Collateralized Mortgage Obligations ("CMOs"). CMOs may be
collateralized by whole mortgage loans but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA. CMOs are structured into multiple classes, with each class bearing a
different stated maturity. Payments of principal, including prepayments, are
first returned to investors holding the shortest maturity class; investors
holding the longer maturity classes receive principal only after the first
class has been retired. As new types of mortgage-related securities are
developed and offered to investors, the Adviser will, consistent with a Fund's
investment objective, policies and quality standards, consider making
investments in such new types of mortgage-related securities.

Other Asset-Backed Securities

Derivative Securities

The Funds may invest in structured notes, bonds or other instruments with
interest rates that are determined by reference to changes in the value of
other interest rates, indices or financial reference to changes in the value of
other interest rates, indices or financial indicators ("References") or the
relative change in two or more References. The Funds may also hold derivative
instruments that have interest rates that re-set inversely to changing current
market rates and/or have embedded interest rate floors and caps that require
the issuer to pay an

A-2

<PAGE> 264

adjusted interest rate if market rates fall below or rise above a specified
rate. These instruments represent relatively recent innovations in the bond
markets, and the trading market for these instruments is less developed than the
markets for traditional types of debt instruments. It is uncertain how these
instruments will perform under different economic and interest-rate scenarios.
Because certain of these instruments are leveraged, their market values may be
more volatile than other types of bonds and may present greater potential for
capital gain or loss. On the other hand, the embedded option features of other
derivative instruments could limit the amount of appreciation a Fund can realize
on its investment, could cause a Fund to hold a security it might otherwise sell
or could force the sale of a security at inopportune times or for prices that do
not reflect current market value. The possibility of default by the issuer or
the issuer's credit provider may be greater for these structured and derivative
instruments than for other types of instruments. In some cases, it may be
difficult to determine the fair value of a structured or derivative instrument
because of a lack of reliable objective information and an established secondary
market for some instruments may not exist. As new types of derivative
securities are developed and offered to investors, the adviser will, consistent
with each Fund's investment objective, policies and quality standards, consider
making investments in such new types of derivative securities.

Stripped Obligations

To the extent consistent with their respective investment objectives, the
Funds may purchase Treasury receipts and other "stripped" securities that
evidence ownership in either the future interest payments or the future
principal payments on U.S. Government and other obligations. These
participations, which may be issued by the U.S. Government (or a U.S.
Government agency or instrumentality) or by private issuers such as banks and
other institutions, are issued at a discount to their "face value," and, with
respect to the Balanced Fund, may include stripped mortgage-backed securities
("SMBS"). Stripped securities, particularly, SMBS, may exhibit greater price
volatility than ordinary debt securities because of the manner in which their
principal and interest are returned to investors.

Custodial Receipts for Treasury Securities

To the extent consistent with their respective investment objectives, the
Funds may purchase participations in trusts that hold U.S. Treasury securities
(such as TIGRs and CATS) or other obligations where the trust participations
evidence ownership in either the future interest payments or the future
principal payments on the obligations. These participations are normally
issued at a discount to their "face value," and can exhibit greater price
volatility than ordinary debt securities because of the way in which their
principal and interest are returned to investors. Investments by a Fund in
such participations will not exceed 5% of the value of that Fund's total
assets.

Forward Currency Transactions

FORWARD COMMITMENTS, WHEN-ISSUED PURCHASES AND DELAY-DELIVERY TRANSACTIONS

A-3

<PAGE> 265

OPTIONS

The Funds may also write covered call and secured put options from time to
time as the adviser deems appropriate. By writing a covered call option, a
Fund forgoes the opportunity to profit from an increase in the market of the
underlying security above the exercise price except insofar as the premium
represents such a profit, and it is not able to sell the underlying security
until the option expires or is exercised or the Fund effects a closing purchase
transaction by purchasing an option of the same series. If a Fund writes a
secured put option, it assumes the risk of loss should the market value of the
underlying security decline below the exercise price of the option. The
aggregate value of the securities subject to options written by a Fund will not
exceed 25% of the value of its net assets. The use of covered call options and
securities put options will not be a primary investment technique of the Funds,
and they are expected to be used infrequently. If the adviser is incorrect in
its forecast of market value or other factors when writing the foregoing
options, a Fund would be in a worse position than it would have been had the
foregoing investment techniques not been used.

For additional information relating to option trading practices, including
the particular risks thereof, see the SAI.

STOCK INDEX FUTURES CONTRACTS

Each Fund may enter into stock index futures contracts in order to protect
the value of common stock investments or to maintain liquidity, provided that
not more than 5% of a Fund's net assets are committed to such transactions.
See the SAI for further information about stock index futures contracts.

The Funds may also purchase put options on stock index futures as another
method of protecting their assets against market declines. See the SAI for
further information about these options contracts.

There can be no assurance that a liquid market will exist at a time when a
Fund seeks to close out a futures contract or a futures option position. Most
futures exchanges and boards of trade limit the amount of fluctuation permitted
in futures contract prices during a single day; once the daily limit has been
reached on a particular contract, no trades may be made that day at a price
beyond that limit. In addition, certain of these instruments are relatively
new and without a significant trading history. As a result, there is no
assurance that an active secondary market will develop or continue to exist.
Lack of a liquid market for any reason may prevent a Fund from liquidating an
unfavorable position and that Fund would remain obligated to meet margin
requirements until the position is closed.

A-4

<PAGE> 266

Floating- and Variable-Rate Instruments

Certain of the debt instruments that the Funds may purchase bear interest
at rates that are not fixed, but vary, for example, with changes in specified
market rates or indices or specified intervals. Certain of these instruments
may carry a demand feature that would permit the holder to tender them back to
the issuer at par value prior to maturity. The Funds may, in accordance with
SEC rules, account for these instruments as maturing at the next interest rate
readjustment date or the date at which the Funds may tender the instrument back
to the issuer, whichever is later. The floating- and variable-rate instruments
that the Funds may purchase include certificates of participation in such
obligations.

Wells Fargo Bank, as investment adviser, will monitor on an ongoing basis
the ability of an issuer of a demand instrument to pay principal and interest
on demand. Events affecting the ability of the issuer of a demand instrument
to make payment when due may occur between the time a Fund elects to demand
payment and the time payment is due, thereby affecting a Fund's ability to
obtain payment at par, except when such demand instruments permit same-day
settlement. Demand instruments whose demand feature is not exercisable within
seven days may be treated as liquid, provided that an active secondary market
exists.

Repurchase Agreements

Loans of Portfolio Securities

Each Fund may lend securities from its portfolios to brokers, dealers and
financial institutions (but not individuals) if cash, U.S. Government
obligations or other high-quality debt instruments equal to at least 100% of
the current market value of the securities loan (including accrued interest
thereon) plus the interest payable to a Fund with respect to the loan is
maintained with the Fund. In determining whether to lend a security to a
particular broker, dealer or financial institution, the Funds' investment
adviser will consider all relevant facts and circumstances, including the
creditworthiness of the broker, dealer or financial institution. Any loans of
portfolio securities must be fully collateralized based on values that are
marked-to-market daily. Neither Fund will enter into any portfolio security
lending arrangement having a duration of longer than one year. Any securities
that a Fund may receive as collateral will not become part of such Fund's
portfolio at the time of the loan and, in the event of a default by the
borrower, such Fund, if permitted by law, will dispose of such collateral
except for such part thereof that is a security in which such Fund is permitted
to invest. During the time securities are on loan, the borrower will pay such
Fund any accrued income on those securities, and such Fund may invest the cash
collateral and earn additional income or receive an agreed-upon fee from a
borrower that has delivered cash-equivalent collateral. The Funds will not
lend securities having a value that exceeds one-third of the current value of
each of their total assets. Loans of securities by a Fund will be subject to
termination at the Fund's or the borrower's option. Each Fund may pay
reasonable administrative and custodial fees in connection with a securities
loan and may pay a negotiated portion of the interest or fee earned with
respect to the collateral to the borrower or the placing broker. Borrowers and
placing brokers may not be affiliated, directly or indirectly, with the
Company, the adviser, or the Distributor.

A-5

<PAGE> 267

Other Investment Companies

Each Fund may invest in shares of other open-end, management investment
companies, subject to the limitations of the 1940 Act, provided that any such
purchases will be limited to temporary investments in shares of unaffiliated
investment companies and the investment adviser will waive its advisory fees
for that portion of the Fund's assets so invested, except when such purchase is
part of a plan of merger, consolidation, reorganization or acquisition.
Notwithstanding any other investment policy or limitation (whether or not
fundamental), as a matter of fundamental policy, the Balanced or Equity Value
Fund may invest all of its assets in the securities of a single open-end,
management investment company with substantially the same fundamental
investment objective, policies and limitations as the Funds. Subject to the
limitations of the 1940 Act, each Fund may purchase shares of exchange-listed,
closed-end funds consistent with pursuing their investment objectives.

INVESTMENT POLICIES

As matters of fundamental policy: (i) neither Fund may purchase securities
of any issuer (except U.S. Government obligations) if as a result, more than 5%
of the value of the Fund's total assets would be invested in the securities of
such issuer or the Fund would own more than 10% of the outstanding voting
securities of such issuer; (ii) either Fund may borrow from banks up to [10%]
of the current value of its net assets for temporary purposes only in order to
meet redemptions, and these borrowings may be secured by the pledge of up to
10% of the current value of its net assets (but investments may not be
purchased by the Fund while any such outstanding borrowings exceed 5% of the
Fund's net assets); (iii) either Fund may make loans of portfolio securities in
accordance with its investment policies; and (iv) neither Fund may invest 25%
or more of its assets (i.e., concentrate) in any particular industry, except
that investments in U.S. Government obligations are excluded from this
limitation. With respect to fundamental investment policy (i) above, each Fund
is subject to this restriction only with respect to 75% of its assets, and,
with regard to the Funds and other funds offered by the Company, it may be
possible that the Company would own more than 10% of the outstanding voting
securities of the issuer. With respect to fundamental investment policy (iii)
above, neither Fund intends to make loans of its portfolio securities during
the coming year.

As a matter of nonfundamental policy, each Fund may invest up to 15% of
the current value of its net assets in illiquid securities. For this purpose,
illiquid securities include, among others, (a) securities that are illiquid by
virtue of the absence of a readily available market or legal or contractual
restrictions on resale, (b) fixed time deposits that are subject to withdrawal
penalties and that have maturities of more than seven days and (c) repurchase
agreements not terminable within seven days.

A-6

<PAGE> 268

Advised by WELLS FARGO BANK, N. A.
Y Sponsored/Distributed by Stephens Inc., Member NYSE/SIPC

NOT FDIC INSURED

<PAGE> 269

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE> 270

SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISER,
TRANSFER AND DIVIDEND DISBURSING AGENT
AND CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Fund, simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH FUNDS:

o are NOT FDIC insured
o are NOT guaranteed by Wells Fargo Bank
o are NOT deposits or obligations of the Bank
o involve investment risk, including possible loss of principal.

Printed on Recycled Paper
<PAGE> 271

STAGECOACH FUNDS(R)

PROSPECTUS

INTERMEDIATE BOND FUND

INSTITUTIONAL CLASS

AUGUST 31, 1996
<PAGE> 272

STAGECOACH FUNDS

INTERMEDIATE BOND FUND
INSTITUTIONAL CLASS

Stagecoach Funds, Inc. (the "Company") is an open-end investment
company. This Prospectus contains information about one class of shares
offered by one fund of the Stagecoach Family of Fund -- the INTERMEDIATE BOND
FUND -- INSTITUTIONAL CLASS -- (the "Fund").

THE INTERMEDIATE BOND FUND. The investment objective of the
Intermediate Bond Fund is to seek a high level of current income consistent
with the preservation of capital and maintenance of liquidity. In pursuing its
investment objective, the Fund may invest in a broad range of corporate debt
obligations, obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, dollar-denominated debt obligations of foreign
issuers, and money market instruments. Under normal market conditions, the
Fund expects to maintain a dollar-weighted average portfolio maturity between
three and ten years.

Please read this Prospectus before investing and retain it for
future reference. It is designed to provide you with important information and
to help you decide if the Fund's goals match your own. A Statement of
Additional Information ("SAI"), dated August 31, 1996, containing additional
information about the Fund, has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this Prospectus. The
Fund's SAI is available without charge by writing to Stagecoach Funds, Inc.,
c/o Stagecoach Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San
Francisco, CA 94120-7066 or by calling 1-800-222-8222. If you hold shares in
an IRA, please call 1-800-BEST-IRA for information or assistance.

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

PROSPECTUS DATED AUGUST 31, 1996
<PAGE> 273

The Fund is advised by Wells Fargo Bank, which also serves as the
Fund's transfer and dividend disbursing agent and custodian. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and a Selling Agent (each as
defined below). Stephens Inc. ("Stephens") is the Fund's sponsor and
administrator and serves as distributor of the Fund's shares.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY ........................................................ 1
SUMMARY OF FUND EXPENSES .................................................. 4
FINANCIAL HIGHLIGHTS ...................................................... 6
HOW THE FUND WORKS ........................................................ 8
THE FUND AND MANAGEMENT ................................................... 10
INVESTING IN THE FUND ..................................................... 11
EXCHANGES ................................................................. 14
DIVIDENDS ................................................................. 15
MANAGEMENT AND SERVICING FEES ............................................. 15
TAXES ..................................................................... 17
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES ....................... A-1
</TABLE>

i
<PAGE> 275

PROSPECTUS SUMMARY

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

Q. WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A. INTERMEDIATE BOND FUND. The Intermediate Bond Fund seeks a high level
of current income consistent with the preservation of capital and
maintenance of liquidity. In pursuing its investment objective, the
Fund may invest in a broad range of corporate debt obligations, such
as fixed and variable-rate bonds, zero coupon bonds, debentures,
obligations convertible into common stock, and various types of demand
instruments, obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, and dollar- denominated debt
obligations of foreign issuers, including foreign corporations and
foreign governments, and money market instruments. The Fund is also
permitted to acquire obligations issued by state and local governments
("municipal obligations"), mortgage-backed and certain other
asset-backed securities. Under normal market conditions, the Fund
expects to maintain a dollar-weighted average portfolio maturity
between three and ten years.

See "How the Fund Works -- Investment Objective and Policies" and
"Prospectus Appendix -- Additional Investment Policies" for further
information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

A. An investment in the Fund is not insured against loss of principal.
When the value of the securities that the Fund owns declines, so does
the value of your Fund's shares. Therefore, you should be prepared to
accept some risk with the money you invest in the Fund. The market
value of the Fund's investment in fixed income securities will change
in response to changes in interest rates and the relative financial
strength of each issuer. During periods of falling interest rates,
the value of fixed income securities generally rises. Conversely,
during periods of rising interest rates the value of such securities
generally declines. Debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater
capital appreciation and depreciation than obligations with shorter
maturities. Changes in financial strength of an issuer or changes in
the ratings of any particular security may also affect the value of
these investments. Fluctuations in the market value of fixed income
securities subsequent to their acquisition will not affect cash income
from such securities, but will be reflected in the Fund's net asset
value. The Fund may also purchase zero-coupon bonds (i.e., discount
debt obligations that do not make periodic interest payments) which
are subject to greater market fluctuations from changing interest
rates than debt obligations of comparable maturities which make
current distributions of interest. The Fund may invest in foreign
securities. Investing in the securities of issuers in any foreign
country involves special risks and considerations not typically
associated with investing in U.S. companies. See 'How the Fund Works
-- Investment Objective and Policies -- Investment Risk" below and
"Additional Permitted Investment Activities" in the SAI for further
information about foreign securities.

Q. WHO MANAGES MY INVESTMENTS?

1
<PAGE> 276

Q. HOW DO I INVEST?

A. Qualified investors may invest by purchasing Institutional Class
shares of the Fund at the net asset value per share without a sales
charge ("NAV"). Qualified investors include certain customers of
affiliate, franchise or correspondent banks of Wells Fargo & Company
and other selected institutions ("Institutions"). Customers may
include individuals, trusts, partnerships and corporations. Purchases
are effected through the customer's account with the Institution under
the terms of the customer's account agreement with the Institution.
Investors wishing to purchase the Fund's Institutional Class shares
should contact their account representatives. See "Investing in the
Fund" for additional information.

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

A. Yes. The exchange privilege enables you to exchange Fund shares for
shares of another fund offered by the Company, or shares of certain
other funds offered by other investment companies in the Stagecoach
Family of Funds, to the extent such shares are offered for sales in
your state of residence. Exchanges are effected through the
customer's account with the Institution under the terms of the
customer's account agreement with the Institution. See "Exchanges."

Q. HOW MAY I REDEEM SHARES?

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income of the Fund are declared and paid
monthly and automatically reinvested in additional Institutional Class
shares of the Fund at NAV. Shareholders may also elect to receive
dividends in cash. Any capital gains are distributed at least
annually in the same manner as dividends. See "Dividends" for
additional information.

Q. WHAT ARE DERIVATIVES AND DOES THE FUND USE THEM?

A. Derivatives are financial instruments whose value is derived, at least
in part, from the price of another security or a specified asset,
index or rate. Some of the permissible investments described in this
Prospectus, such as variable-rate instruments that have an interest
rate that is reset periodically based on an index, can be considered
derivatives. The Fund may also invest in structured notes, bonds or
other instruments with interest rates that are determined by reference
to changes in the value of other interest rates, indices or financial
indicators. Some derivatives may be more sensitive than direct
securities to changes in interest rates or sudden market moves. Some
derivatives also may be susceptible to fluctuations in yield or value
due to their structure or contract terms.

Q. WHAT STEPS DOES THE FUND TAKE TO CONTROL DERIVATIVES- RELATED RISKS?

2
<PAGE> 277

compliance with SEC rules limiting the use of leverage. For more
information on the Fund's investment activities, see "How the Fund
Works" and "Prospectus Appendix -- Additional Investment Policies."

3
<PAGE> 278

SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES
FOR INSTITUTIONAL CLASS SHARES

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

ANNUAL FUND OPERATING EXPENSES
FOR INSTITUTIONAL CLASS SHARES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
INTERMEDIATE
BOND FUND
------------
<S> <C>
Management Fee (before waivers or reimbursements)(1) ....... 0.40%
Rule 12b-1 Fee ............................................. None

Other Expenses (after waivers or reimbursements)(2) ........ 0.35%
----

TOTAL FUND OPERATING
EXPENSES (after waivers or reimbursements)(3) ......... 0.75%
====
</TABLE>

- ---------
(1) Management Fee (before waivers or reimbursements) would be payable at
a maximum annual rate of 0.50%.
(2) Other Expenses (before waivers or reimbursements) would be 0.59%.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.09%.

4
<PAGE> 279

EXAMPLE OF EXPENSES FOR INSTITUTIONAL CLASS SHARES

You would pay the following expenses on a $1,000 investment in the
Fund's Institutional Class, assuming a 5% annual return and redemption at the
end of each time period indicated:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>

Intermediate Bond Fund $8 $24 $42 $93
</TABLE>

EXPLANATION OF TABLES

The purpose of the above tables is to help a shareholder understand
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. The tables do not reflect any charges that may be imposed by
Wells Fargo Bank or another Institution directly on its customer accounts in
connection with an investment in the Fund.

SHAREHOLDER TRANSACTION EXPENSES are charges incurred when a
shareholder buys or sells Fund shares. Institutional Class shares are sold
with no shareholder transaction charges imposed by the Fund. The Company
reserves the right to impose a charge for wiring redemption proceeds.

ANNUAL FUND OPERATING EXPENSES for the Institutional Class shares of
the Fund are based on applicable contract amounts and derived from amounts
incurred during its most recent fiscal year, restated to reflect voluntary fee
waivers and expense reimbursements that are expected to continue to reduce
expenses during the Company's current fiscal year. Wells Fargo Bank and
Stephens have agreed to waive or reimburse all or a portion of their respective
fees charged to, or expenses paid by, the Fund to ensure that the Total Fund
Operating Expenses do not exceed, on an annual basis, 0.75% of the Intermediate
Bond Fund's average daily net assets through August 31, 1997. Any waivers or
reimbursements will reduce the Fund's total expenses. There can be no
assurance that waivers or reimbursements will continue after that time. For
more complete descriptions of the various costs and expenses you can expect to
incur as an investor in the Fund, please see "Management and Servicing Fees."

EXAMPLE OF EXPENSES is a hypothetical illustration of the expenses
associated with a $1,000 investment over stated periods, based on the expenses
in the above tables and an assumed annual rate of return of 5%. The rate of
return should not be considered an indication of actual or expected performance
of the Fund nor a representation of past or future expenses; actual expenses
and returns may be greater or lesser than those shown.

5
<PAGE> 280

FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial Highlights in the
annual financial statements for the fiscal period ended September 30, 1995 for
Pacifica Funds Trust's Intermediate Bond Fund, the predecessor portfolio to the
Fund. This information is provided to assist you in evaluating the performance
of each Fund since its commencement of operations. The financial information
for the period ended September 30, 1995 and for the years ended May 31, 1992
through May 31, 1995 were each audited by former independent accountants to the
predecessor portfolio. The financial information and the reports for the
period ended September 30, 1995 and the year ended May 31, 1995 on such audits
are incorporated by reference into the SAI. The unaudited financial
information and the related notes for the six months ended March 31, 1996 also
are incorporated by reference into the SAI. See "The Funds and Management"
below and "Capital Stock" in the SAI. This information should be read in
conjunction with the related financial statements and the notes thereto.

6
<PAGE> 281

For a share outstanding throughout the periods indicated:

INTERMEDIATE BOND FUND(1)

<TABLE>
<CAPTION>
SIX-MONTH
PERIOD ENDED PERIOD ENDED
MARCH 31, SEPT. 30, YEAR ENDED MAY 31,
----------------------------------------------------------------------------
1996 1995(2) 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value--beginning of period ... $ 14.77 $ 14.36 $ 15.72 $ 15.69
INCOME FROM INVESTMENT OPERATIONS
Net investment income .................. 0.30 0.91 0.99 1.17
Net realized and unrealized gain ..... (0.01) 0.47 (0.90) 0.40
---------- ---------- ---------- ----------
(loss) or investments
Total income from investment ......... 0.29 1.38 0.09 1.57
---------- ---------- ---------- ----------
operations
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS
Dividends from net investment ....... (0.30) (0.97) (0.85) (1.04)

income
Distributions from net realized ..... (0.00) (0.00) (0.60) (0.50)
---------- ---------- ---------- ----------
gain on investments
Total dividends and distributions .. (0.30) (0.97) (1.45) (1.54)
---------- ---------- ---------- ----------
to shareholders
Net asset value--end of period ...... $ 14.76 $ 14.77 $ 14.36 $ 15.72
========== ========== ========== ==========
Total return (excluding sales ...... 6.14% 10.13% 0.35% 10.42%
load)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000) ..... $ 55,628 $ 56,087 $ 58,199 $ 61,207
Ratio of expenses to average net .... 0.89% 0.81% 0.79% 0.76%
assets
Ratio of net investment income to ... 5.94%(3) 6.35% 5.33% 6.01%
average net assets
Ratio of expenses to average net .... 0.94%(3) 0.85% 0.83% 0.79%
assets without fee waivers
Ratio of net investment income to ... 5.89%(3) 6.31% 5.30% 5.98%
average net assets without
fee waivers
Portfolio turnover rate(4) .......... 54.02% 75.76% 162.91% 145.95%
<CAPTION>
YEAR ENDED MAY 31,
-------------------------------------------------------
1992 1991 1990 1989
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net asset value--beginning of period ... $ 15.52 $ 15.08 $ 15.13 $ 15.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income .................. 1.14 1.25 1.26 1.22
Net realized and unrealized gain ..... 0.65 0.54 (0.05) 0.08
---------- ---------- ---------- ----------
(loss) or investments
Total income from investment ......... 1.79 1.79 1.21 1.30
---------- ---------- ---------- ----------
operations
DIVIDENDS AND DISTRIBUTIONS TO
SHAREHOLDERS
Dividends from net investment ....... (1.41) (1.25) (1.26) (1.17)
income
Distributions from net realized ..... (0.21) (0.10) -- --
---------- ---------- ---------- ----------
gain on investments
Total dividends and distributions .. (1.62) (1.35) (1.26) (1.17)
---------- ---------- ---------- ----------
to shareholders
Net asset value--end of period ...... $ 15.69 $ 15.52 $ 15.08 $ 15.13
========== ========== ========== ==========
Total return (excluding sales ...... 11.96% 12.36% 8.25% 9.07%
load)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000) ..... $ 54,203 $ 54,074 $ 79,471 $ 74,002
Ratio of expenses to average net .... 0.68% 0.66% 0.68% 0.69%
assets
Ratio of net investment income to ... 7.14% 8.00% 8.25% 8.25%
average net assets
Ratio of expenses to average net .... 0.73% 0.71% 0.73% 0.74%
assets without fee waivers
Ratio of net investment income to ... 7.09% 7.95% 8.20% 8.20%
average net assets without
fee waivers
Portfolio turnover rate(4) .......... 101.91% 77.97% 31.58% 35.73%
</TABLE>

- ----------
(1) The Fund commenced operations as the Bonds Plus Fund of Westcore Trust
from June 1, 1988, and was advised by First Interstate Bank of Oregon,
N.A. until the reorganization as a portfolio of Pacifica Funds Trust
on October 1, 1995, when First Interstate Capital Management, Inc.
("FICM") assumed investment advisory responsibilities. 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) Annualized.
(4) A portfolio turnover rate is, in general, the percentage computed by
taking the lesser of purchases or sales of portfolio securities
(excluding securities with a maturity date of one year or less at the
time of acquisition) for a period and dividing it by the monthly
average of the market value of such securities during the period.
Purchases and sales of investment securities (excluding short-term
securities) for the period ended September 30, 1995 were $12,757,969
and $9,531,336, respectively and for the six months ended March 31,
1996 were _________ and _____, respectively.

7
<PAGE> 282

HOW THE FUND WORKS

INVESTMENT OBJECTIVE AND POLICIES

The INTERMEDIATE BOND FUND'S investment objective is to seek a high
level of current income consistent with the preservation of capital and
maintenance of liquidity. In pursuing its investment objective, the Fund may
invest in a broad range of corporate debt obligations such as fixed and
variable-rate bonds, zero coupon bonds, debentures, obligations convertible
into common stock and various types of demand instruments, obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities,
dollar-denominated debt obligations of foreign issuers, including foreign
corporations and foreign governments, and money market instruments. The Fund
is also permitted to acquire obligations issued by state and local governments
("municipal obligations"). The purchase of municipal obligations may be
advantageous when, as a result of prevailing economic, regulatory or other
circumstances, the yield of such securities, on a pre-tax basis, is comparable
to that of corporate or U.S. Government obligations. The Fund may also
purchase mortgage-backed and certain other asset-backed securities. During
normal market conditions, the Fund will maintain a dollar-weighted average
portfolio maturity between three and ten years.

The Fund may also hold short-term U.S. Government obligations, money
market instruments, repurchase agreements, securities issued by other
investment companies within the limits prescribed by the Investment Company Act
of 1940, as amended (the "1940 Act"), and cash, pending investment, to meet
anticipated redemption requests or if, in the opinion of the Advisor, suitable
investments for a Fund are unavailable. Such investments may be made in such
proportions as, in the opinion of the Advisor, existing circumstances may
warrant, and may include obligations of foreign banks and foreign branches of
U.S. banks. For additional descriptions of the types of securities and
investment practices used by the Fund, see "Prospectus Appendix--Additional
Investment Policies."

8
<PAGE> 283

The Fund may also purchase zero-coupon bonds (i.e., discount debt
obligations that do not make periodic interest payments) which are subject to
greater market fluctuations from changing interest rates than debt obligations
of comparable maturities which make current distributions of interest.

The Fund may invest up to 20% of the value of its total assets in
U.S. dollar-denominated debt obligations of foreign issuers.

RISK FACTORS

PERFORMANCE

The performance of each class of shares of the Fund may be advertised
from time to time in terms of yield, average annual total return and cumulative
total return. Performance figures are based on historical results and are not
intended to indicate future performance.

Yield refers to the income generated by an investment in a class of a
Fund's shares over a specified period (usually 30 days), expressed as an annual
percentage rate.

Average annual total return of a class of shares is based on the
overall dollar or percentage change of an investment in the class and assumes
the investment is at NAV and all dividends and any capital-gain distributions

9
<PAGE> 284

attributable to a class are also reinvested at NAV in shares of the class.
Cumulative total return is calculated similarly except that the return figure
is aggregated over the relevant period instead of annualized.

In addition to presenting these standardized performance calculations,
at times, the Fund may also present non- standard performance figures, such as
such as three month total returns or, in sales literature, distribution rates.
Because of the differences in the fees and/or expenses borne by shares of each
class of the Fund, the performance figures on such shares can be expected, at
any given time, to vary from the performance figures for other classes of the
Fund.

Additional performance information is contained in the SAI under
"Performance Calculations" and the Annual Report, which are available upon
request free of charge by calling the Company at 1-800-222-8222 or by writing
the Company at the address shown on the front cover of the Prospectus.

THE FUND AND MANAGEMENT

The Fund is one fund of the Stagecoach Family of Funds. The Company
was organized as a Maryland corporation on September 9, 1991 and currently
offers shares of the following funds: Aggressive Growth, Arizona Tax-Free,
Asset Allocation, Balanced, California Tax-Free Bond, California Tax-Free
Income, California Tax-Free Money Market Mutual, Corporate Stock, Diversified
Income, Equity Value, Ginnie Mae, Government Money Market Mutual, Growth and
Income, Intermediate Bond, Money Market Mutual, Money Market Trust, National
Tax-Free, National Tax-Free Money Market Mutual, Oregon Tax-Free, Prime Money
Market Mutual, Short-Intermediate U.S. Government Income, Treasury Money Market
Mutual, and U.S. Government Allocation Funds. Each of the Company's funds,
except the California Tax-Free Income, Corporate Stock, Government Money Market
Mutual, Money Market Trust and Short-Intermediate U.S. Government Income Funds,
currently offer three classes of shares. The California Tax-Free Income and
Short-Intermediate U.S. Government Income Funds offer two classes of shares, and
the Corporate Stock, Government Money Market Mutual Fund and the Money Market
Trust offer a single class of shares. Each class of shares in a fund represents
an equal, proportionate interest in a fund with other shares of the same class.
Shareholders of each class bear their pro rata portion of the fund's operating
expenses, except for certain class- specific expenses (e.g., any state
securities registration fees, shareholder servicing fees or distribution fees
that may be paid under Rule 12b-1) that are allocated to a particular class.
Please contact Stagecoach Shareholder Services at 1-800-222-8222 if you would
like additional information about other funds or classes of shares offered.

The Board of Directors of the Company supervises the Fund's activities
and monitors its contractual arrangements with various service-providers.
Although the Company is not required to hold annual shareholder meetings,
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing a
fund's investment objective or fundamental investment policies. All shares of
the Company have equal voting rights and will be voted in the aggregate, rather
than by series or class, unless otherwise required by law (such as when the
voting matter affects only one series or class). As a Fund shareholder, you
receive one vote for each share owned and fractional votes for fractional
shares owned. See "Management" in the SAI for more information on the
Company's Directors and Officers. A more detailed description of the voting
rights and attributes of the shares is contained under "Capital Stock" in the
SAI.

Wells Fargo Bank is the Fund's investment adviser, transfer and
dividend disbursing agent, and custodian. In addition, Wells Fargo Bank serves
as a Shareholder Servicing Agent and a Selling Agent of the Fund. Wells Fargo
Bank, one of the largest banks in the United States, was founded in 1852 and is
the oldest bank in the western United States. As of April 1, 1996, Wells Fargo
Bank and its affiliates provided investment

10
<PAGE> 285

advisory services for approximately $56 billion in assets of individuals,
trusts, estates and institutions. Wells Fargo Bank also serves as investment
adviser to other separately managed funds (or the master portfolio in which a
fund invests) of the Company, and as investment adviser or sub-adviser to
separately managed funds of five other registered, open-end, management
investment companies. Wells Fargo Bank, a wholly owned subsidiary of Wells
Fargo & Company, is located at 420 Montgomery Street, San Francisco, California
94104.

Prior to its acquisition by Wells Fargo & Company on April 1, 1996,
Wells Fargo Investment Management, Inc. ("WFIM") (formerly, First Interstate
Capital Management, Inc.) served as investment adviser to the predecessor
portfolios. WFIM, a wholly-owned subsidiary of Wells Fargo & Company, is
located at 444 Market Street, San Francisco, California 94163. Prior to
October 1, 1995, First Interstate Bank of Oregon, N.A, a subsidiary of First
Interstate Bancorp and an affiliate of First Interstate Capital Management,
Inc., served as investment adviser to the predecessor portfolio.

Stephens is the Fund's sponsor and administrator and distributes the
Fund's shares. Stephens is a full service broker/dealer and investment
advisory firm located at 111 Center Street, Little Rock, Arkansas 72201.
Stephens and its predecessor have been providing securities and investment
services for more than 60 years. Additionally, they have been providing
discretionary portfolio management services since 1983. Stephens currently
manages investment portfolios for pension and profit sharing plans, individual
investors, foundations, insurance companies and university endowments.

11
<PAGE> 286

INVESTING IN THE FUND

Fund shares may be purchased on any day the Fund is open. The Fund is
open for business each day the New York Stock Exchange ("NYSE") is open for
trading (a "Business Day"). Currently, the NYSE is closed on New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (each a "Holiday"). When any Holiday falls
on a weekend, the NYSE typically is closed on the weekday immediately before or
after such Holiday.

SHARE VALUE

The value of a share of each class is its NAV. Wells Fargo Bank
calculates the NAV of each class of the Fund as of the close of regular trading
on the NYSE (referred to hereafter as "the close of the NYSE"), which is
currently 1:00 p.m. (Pacific time). The NAV per share for each class of shares
is computed by dividing the value of the Fund's assets allocable to a
particular class, less the liabilities charged to that class by the total
number of the outstanding shares of that class. All expenses, including fees
paid to the investment adviser and administrator, are accrued daily and taken
into account for the purpose of determining the NAV, which is expected to
fluctuate daily.

Except for debt obligations with remaining maturities of 60 days or
less, which are valued at amortized cost, the other assets of the Fund are
valued at current market prices or, if such prices are not readily available,
at fair value as determined in good faith by the Company's Board of Directors.
Prices used for such valuations may be obtained from independent pricing
services.

PURCHASE OF INSTITUTIONAL CLASS SHARES

Institutional Class shares of the Fund are sold at NAV (without a
sales load) on a continuous basis primarily to certain customers ("Customers")
of affiliate, franchise or correspondent banks of Wells Fargo & Company and
other selected institutions (previously defined as Institutions). Customers
may include individuals, trusts, partnerships and corporations. Share
purchases are effected through a Customer's account at an Institution under the
terms of the Customer's account agreement with the Institution, and
confirmations of share purchases and redemptions are sent by the Fund to the
Institution involved. Institutions (or their nominees), acting on behalf of
their Customers, normally are the holders of record of Institutional Class
shares. Customers' beneficial ownership of Institutional Class shares is
reflected in the account statements provided by Institutions to their
Customers. The exercise of voting rights and the delivery to Customers of
shareholder communications from the Fund is governed by the Customers' account
agreements with an Institution. Investors wishing to purchase Institutional
Class shares of the Fund should contact their account representatives.

Institutional Class shares of the Fund are sold at the NAV per share
next determined after a purchase order has become effective. Purchase orders
placed by an Institution for Institutional Class shares in the Fund must be
received by the Company by 1:00 p.m. (Pacific time) on any Business Day.
Payment for such shares may be made by Institutions in federal funds or other
funds immediately available to the custodian no later than 1:00 p.m. (Pacific
time) on the next Business Day following the receipt of the purchase order.

It is the responsibility of Institutions to transmit orders for
purchases by their Customers and to deliver required funds on a timely basis.
If funds are not received within the periods described above, the order will be
canceled, notice thereof will be given, and the Institution will be responsible
for any loss to the Fund or its shareholders. Institutions may charge certain
account fees depending on the type of account the investor has established with
an Institution. In addition, an Institution may receive fees from the Fund
with respect to the investments of its Customers as described under "Management
and Servicing Fees." Payment for Institutional

12
<PAGE> 287

Class shares of the Fund may, in the discretion of the investment adviser, be
made in the form of securities that are permissible investments for the Fund.
For further information see "Additional Purchase and Redemption Information" in
the SAI.

The Company reserves the right to reject any purchase order or
to suspend sales at any time. Payment for orders that are not received will be
returned after prompt inquiry. The issuance of Institutional Class shares is
recorded on the Company's books, and share certificates are not issued.

WIRE INSTRUCTIONS -- DIRECT PURCHASES BY INSTITUTIONS

1. Complete an Account Application.

2. Instruct the wiring bank to transmit the specified amount in federal
funds to:

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

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

STATEMENTS AND REPORTS

REDEMPTION OF INSTITUTIONAL CLASS SHARES

Redemption requests are effected at the NAV per share next determined
after receipt of a redemption request in good order by the Company.
Institutional Class shares held by an Institution on behalf of its Customers
must be redeemed in accordance with instructions and limitations pertaining to
the Customer's accounts at the Institution. It is the responsibility of an
Institution to transmit redemption requests to the Company and to credit its
Customers' accounts with the redemption proceeds on a timely basis. The
redemption proceeds for Institutional Class shares of the Fund normally are
wired to the redeeming Institution the following Business Day after receipt of
the request by the Company. The Company reserves the right to delay the wiring
of redemption proceeds for up to seven days after it receives a redemption
order if, in the judgment of the investment adviser, an earlier payment could
adversely affect the Fund or unless the SEC permits a longer period under
extraordinary circumstances. Such extraordinary circumstances could include a
period during which an emergency exists as a result of which (a) disposal by
the Fund of securities

13
<PAGE> 288

owned by it is not reasonably practicable or (b) it is not reasonably
practicable for the Fund to fairly determine the value of its net assets, or a
period during which the SEC by order permits deferral of redemptions for the
protection of security holders of the Fund.

With respect to former shareholders of Westcore Trust or Pacifica Fund
Trust who do not have a relationship with an Institution, shares of the Fund
may be redeemed by writing or calling the Funds directly at the address and
phone number shown on the first page of the Prospectus. When Institutional
Class shares are redeemed directly from the Fund, the Fund will ordinarily send
the proceeds by check to the shareholder at the address of record on the next
Business Day unless payment by wire is requested. The Fund may take up to
seven days to make payment, although this will not be the customary practice.
Also, if the NYSE is closed (or when trading is restricted) for any reason
other than the customary weekend or holiday closing or if an emergency
condition as determined by the SEC merits such action, the Fund may suspend
redemptions or postpone payment dates.

To be accepted by the Fund, a letter requesting redemption must
include: (i) the Fund's name and account registration from which the
Institutional Class shares are being redeemed; (ii) the account number; (iii)
the amount to be redeemed; (iv) the signatures of all registered owners; and
(v) a signature guarantee by any eligible guarantor institution. An "eligible
guarantor institution" includes a commercial bank that is an FDIC member, a
trust company, a member firm of a domestic stock exchange, a savings
association, or a credit union that is authorized by its charter to provide a
signature guarantee. Signature guarantees by notaries public are not
acceptable. Further documentation may be requested from corporations,
administrators, executors, personal representatives, trustees or custodians.

All redemptions of Institutional Class shares of the Fund are made in
cash, except that the commitment to redeem Institutional Class shares in cash
extends only to redemption requests made by the Fund shareholder during any
90-day period of up to the lesser of $250,000 or 1% of the NAV of the Fund at
the beginning of such period. This commitment is irrevocable without the prior
approval of the SEC. In the case of redemption requests by shareholders in
excess of such amounts, the Board of Directors reserves the right to have the
Fund make payment, in whole or in part, in securities or other assets, in case
of an emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In this event, the
securities would be valued in the same manner as the securities of the Fund are
valued. If the recipient were to sell such securities, he or she would incur
brokerage charges.

A redemption may be a taxable transaction on which gain or loss may be
recognized.

REDEMPTIONS BY TELEPHONE

EXCHANGES

The Fund offers a convenient way to exchange Institutional
Class shares in the Fund for Institutional Class shares in another fund of the
Company. Before engaging in an exchange transaction, a shareholder should read
carefully the Prospectus describing the fund into which the exchange will
occur, which is available without charge and can be obtained by writing or by
calling the Company at the address or phone number listed on the first page of
the Prospectus. A shareholder may not exchange Institutional Class shares of
one fund for Institutional Class shares of another fund if Institutional Class
shares of both funds are not qualified for sale in the state of the
shareholder's residence. The Company may terminate or amend the terms of the
exchange privilege at any time.

14
<PAGE> 289

To exchange Institutional Class shares, or if you have any questions,
simply call the Company at 1-800-222- 8222. A shareholder of record should be
prepared to give the telephone representative the following information: (i)
the account number, social security number and account registration; (ii) the
name of the fund from and the fund into which the transfer is to occur; and
(iii) the dollar or share amount of the exchange. The conversation may be
recorded to protect shareholders and the Company. Telephone exchanges are
available unless the shareholder of record has declined the privilege on the
Purchase Application.

In addition, Institutional Class shares of the Fund may be exchanged
for the Fund's Class A shares in connection with the distribution of assets
held in a qualified trust, agency or custodial account maintained with the
trust department of Wells Fargo Bank or another bank, trust company or thrift
institution, or in other cases where Institutional Class shares are not held in
such qualified accounts. Similarly, Class A shares may be exchanged for the
Fund's Institutional Class shares if the shares are to be held in such a
qualified trust, agency or custodial account. These exchanges are made at the
NAV of the respective share classes next determined after the exchange request
is received by the Company.

DIVIDENDS

The Fund intends to declare dividends on a monthly basis of
substantially all of its net investment income. Dividends declared in a month
generally are paid on the last Business Day of the month to shareholders of
record. The Fund distributes any capital gains at least annually. Dividends
and capital-gain distributions are automatically invested in additional whole
and fractional shares of the same class unless the shareholder has elected to
receive payment in cash. Expenses, such as state securities registration fees
and transfer agency fees, that are attributable to a particular class may
affect the relative dividends and/or capital-gain distributions of a class of
shares.

Dividends and capital-gain distributions have the effect of
reducing the NAV per share by the amount distributed. Although such dividends
and distributions paid on newly issued shares shortly after a purchase would
represent, in substance, a return of capital, the dividend or distribution
would be attributable to net investment income or capital gain and,
accordingly, would be taxable to the shareholder.

Dividends for a Saturday, Sunday or Holiday are declared
payable to shareholders of record as of the preceding Business Day. If a
shareholder redeems shares before the dividend payment date, any dividends
credited to the shareholder are paid on the following dividend payment date
unless the shareholder has redeemed all of the shares in the account, in which
case the shareholder receives accrued dividends together with redemption
proceeds.

15
<PAGE> 290

MANAGEMENT AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of
Directors, Wells Fargo Bank, as the Fund's adviser, provides investment
guidance and policy direction in connection with the management of the Fund's
assets. Wells Fargo Bank also furnishes the Board of Directors with periodic
reports on the Fund's investment strategy and performance. For these services,
Wells Fargo Bank is entitled to a monthly investment advisory fee at the annual
rates of 0.50% of the Fund's average daily net assets. From time to time,
Wells Fargo Bank may waive all or some of its advisory fees. Any such waiver
will reduce the Fund's expenses and, accordingly, have a favorable impact on
the Fund's yield and total return. From time to time, the Fund, consistent
with its investment objective, policies and restrictions, may invest in
securities of companies with which Wells Fargo Bank has a lending relationship.
For the fiscal period ended September 30, 1995, the predecessor portfolio paid
advisory fees at the annual rate of 0.50% of the portfolio's average daily net
assets to First Interstate Capital Management ("FICM"), 7501 E. McCormick
Parkway, Scottsdale, Arizona, which served as investment adviser to the
predecessor portfolio. FICM was an indirect, wholly owned subsidiary of First
Interstate Bancorp.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank also serves as the Fund's custodian and transfer and
dividend disbursing agent. Under the Custody Agreement, the Fund may, at
times, borrow money from Wells Fargo Bank as needed to satisfy temporary
liquidity needs. Wells Fargo Bank charges interest on such overdrafts at a
rate determined pursuant to the Custody Agreement. Wells Fargo Bank performs
its custodial and transfer and dividend disbursing agency services at 525
Market Street, San Francisco, California 94105.

INSTITUTIONAL AND SHAREHOLDER SERVICING AGENT

The Fund has entered into a Shareholder Servicing Agreement with Wells
Fargo Bank and may enter into similar agreements with other Institutions
("Shareholder Servicing Agents"). Under such an agreement, a Shareholder
Servicing Agent (including Wells Fargo Bank) agrees to perform, as agent for
their customers, to provide shareholder administrative and liaison services
with respect to Fund shares, which include, without limitation, aggregating and
transmitting shareholder orders for purchases, exchanges and redemptions;
maintaining shareholder accounts and records; and providing such other related
services as the Company or a shareholder may reasonably request. For these
services, a Shareholder Servicing Agent is entitled to receive a fee, at the
annual rate of up to 0.25% of the average daily net assets attributable to the
Institutional Class shares owned of record or beneficially by investors with
whom the Shareholder Servicing Agent maintains a servicing relationship. In no
case shall payments exceed any maximum amount that may be deemed applicable
under applicable laws, regulations or rules, including the Rules of Fair
Practice of the NASD ("NASD Rules").

A Shareholder Servicing Agent also may impose certain conditions on
its customers, subject to the terms of this Prospectus, in addition to or
different from those imposed by the Fund, such as requiring a higher minimum
initial investment or payment of a separate fee for additional services. Each
Shareholder Servicing Agent has agreed to disclose any fees it may directly
charge its customers who are shareholders of the Fund and to notify them in
writing at least 30 days before it imposes any transaction fees.

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

16
<PAGE> 291

certain facilities to conduct the Fund's business and compensates the Company's
Directors, officers and employees who are affiliated with Stephens. For these
services, Stephens is entitled to receive from each Fund a monthly fee at the
annual rate of 0.05% of the Fund's average daily net assets. From time to
time, Stephens may waive its fees from the Fund in whole or in part. Any such
waiver will reduce the Fund's expenses and, accordingly, have a favorable
impact on the Fund's performance.

Stephens, as the principal underwriter of the Fund within the meaning
of the 1940 Act, has entered into Distribution Agreements with the Company
pursuant to which Stephens acts as agent for the Fund for the sale of its
shares and may enter into selling agreements with other agents ("Selling
Agents") that wish to make available shares of the Fund to their respective
customers.

FUND EXPENSES

Except for the expenses borne by Wells Fargo Bank and Stephens, the
Fund bears all costs of its operations, including advisory, transfer agency,
custody and administration fees, interest, fees and expenses of independent
auditors and legal counsel, and any extraordinary expenses. Expenses
attributable to a class (e.g., any state securities registration fees,
shareholder servicing or distribution fees or other class-specific expenses)
are charged against the assets of the class. General expenses of the Company
are allocated among all of the funds of the Company, including the Fund, in a
manner proportionate to the net assets of each fund, on a transactional basis,
or on such other basis as the Company's Board of Directors deems equitable.

TAXES

The Company intends to qualify the Fund each year as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), as long as such qualification is the best interest of the
Fund's shareholders. In addition, net capital gains, net investment income,
and operating expenses will be determined separately for the Fund from the
Company's other funds. By complying with the applicable provisions of the
Code, the Fund will not be subject to federal income tax with respect to net
investment income and any net realized capital gains distributed to its
shareholders. The Fund intends to pay out substantially all of its net
investment income and any net realized capital gains for each year. Dividends
from investment income (including any net short-term capital gains) declared
and paid by the Fund will be taxable as ordinary income to the Fund's
shareholders. Such dividends and capital-gain distributions, which are taxable
to shareholders as capital gain, will generally be taxable to recipient
shareholders, regardless of whether you take such payments in cash or have them
automatically reinvested in the Fund's shares. You may be eligible to defer
the taxation of dividends and capital-gain distributions on the Fund's shares
that are held under a qualified tax-deferred retirement plan. The Fund does
not expect its dividends to qualify for the dividends-received deduction
allowed to corporate shareholders.

Your Institution, or your Shareholder Servicing Agent on its behalf,
will inform you of the amount and nature of the Fund's dividends and any
capital-gain distributions. You should keep all statements you receive to
assist in your personal record keeping. The Company may be required to
withhold, subject to certain exemptions, at a rate of 31% on dividends,
capital-gain distributions, and redemption proceeds (including proceeds from
exchanges) paid or credited to Fund shareholders, unless a shareholder provides
a correct taxpayer identification number (generally the shareholder's social
security or employer identification number) and, upon establishing an

17
<PAGE> 292

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

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

Further federal tax considerations are discussed in the SAI.

18
<PAGE> 293

PROSPECTUS APPENDIX
ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

Temporary Investments

U.S. Government Obligations

Foreign Securities

A-1
<PAGE> 294

developments that could adversely affect investments in, the liquidity of, and
the ability to enforce contractual obligations with respect to, securities of
issuers located in those countries.

Mortgage-Related Securities

Other Asset-Backed Securities

Derivative Securities

A-2
<PAGE> 295

References. The Fund may also hold derivative instruments that have interest
rates that re-set inversely to changing current market rates and/or have
embedded interest rate floors and caps that require the issuer to pay an
adjusted interest rate if market rates fall below or rise above a specified
rate. These instruments represent relatively recent innovations in the bond
markets, and the trading market for these instruments is less developed than
the markets for traditional types of debt instruments. It is uncertain how
these instruments will perform under different economic and interest-rate
scenarios. Because certain of these instruments are leveraged, their market
values may be more volatile than other types of bonds and may present greater
potential for capital gain or loss. On the other hand, the embedded option
features of other derivative instruments could limit the amount of appreciation
the Fund can realize on its investment, could cause the Fund to hold a security
it might otherwise sell or could force the sale of a security at inopportune
times or for prices that do not reflect current market value. The possibility
of default by the issuer or the issuer's credit provider may be greater for
these structured and derivative instruments than for other types of
instruments. In some cases, it may be difficult to determine the fair value of
a structured or derivative instrument because of a lack of reliable objective
information and an established secondary market for some instruments may not
exist. As new types of derivative securities are developed and offered to
investors, the adviser will, consistent with the Fund's investment objective,
policies and quality standards, consider making investments in such new types
of derivative securities.

Stripped Obligations

Custodial Receipts for Treasury Securities

Forward Commitments, When-Issued Purchases and Delay-Delivery Transactions

Options

A-3
<PAGE> 296

The Fund may also write covered call and secured put options from time
to time as the adviser deems appropriate. By writing a covered call option,
the Fund forgoes the opportunity to profit from an increase in the market of
the underlying security above the exercise price except insofar as the premium
represents such a profit, and it is not able to sell the underlying security
until the option expires or is exercised or the Fund effects a closing purchase
transaction by purchasing an option of the same series. If the Fund writes a
secured put option, it assumes the risk of loss should the market value of the
underlying security decline below the exercise price of the option. The
aggregate value of the securities subject to options written by the Fund will
not exceed 25% of the value of its net assets. The use of covered call options
and securities put options will not be a primary investment technique of the
Fund, and they are expected to be used infrequently. If the adviser is
incorrect in its forecast of market value or other factors when writing the
foregoing options, the Fund would be in a worse position than it would have
been had the foregoing investment techniques not been used.

For additional information relating to option trading practices,
including the particular risks thereof, see the SAI.

Floating- and Variable-Rate Instruments

Wells Fargo Bank, as investment adviser, will monitor on an ongoing
basis the ability of an issuer of a demand instrument to pay principal and
interest on demand. Events affecting the ability of the issuer of a demand
instrument to make payment when due may occur between the time the Fund elects
to demand payment and the time payment is due, thereby affecting the Fund's
ability to obtain payment at par, except when such demand instruments permit
same-day settlement. Demand instruments whose demand feature is not
exercisable within seven days may be treated as liquid, provided that an active
secondary market exists.

Repurchase Agreements

A-4
<PAGE> 297

Loans of Portfolio Securities

Other Investment Companies

INVESTMENT POLICIES

A-5
<PAGE> 298

outstanding voting securities of any issuer. The Fund may not invest 25% or
more of its total assets at the time of purchase in securities of issuers whose
principal business activities are in the same industry. The Fund may not
borrow money except in amounts up to 10% of the value of its total assets at
the time of borrowing.

If a percentage restriction on the investment or use of assets set
forth in this Prospectus is adhered to at the time a transaction is effected,
later changes in percentage resulting from changing values will not be
considered a violation, however, the Fund will not at any time have more than
15% of their respective net assets invested in illiquid securities.

A-6
<PAGE> 299

Advised by WELLS FARGO BANK, N. A.
o Sponsored/Distributed by Stephens Inc., Member NYSE/SIPC

NOT FDIC INSURED
<PAGE> 300

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 301

SPONSOR, DISTRIBUTOR AND ADMINISTRATOR

Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201

INVESTMENT ADVISER,
TRANSFER AND DIVIDEND DISBURSING AGENT
AND CUSTODIAN

Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

LEGAL COUNSEL

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

For more information about the Fund, simply call 1-800-222-8222, or write:

Stagecoach Funds, Inc.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, California 94120-7066

STAGECOACH FUNDS:

o are NOT FDIC insured
o are NOT guaranteed by Wells Fargo Bank
o are NOT deposits or obligations of the Bank
o involve investment risk, including possible loss of principal.

Printed on Recycled Paper
<PAGE> 302

STAGECOACH FUNDS(R)

PROSPECTUS

PRIME MONEY MARKET MUTUAL FUND

TREASURY MONEY MARKET MUTUAL FUND

INSTITUTIONAL CLASS

AUGUST 31, 1996
<PAGE> 303

STAGECOACH FUNDS(R)

PRIME MONEY MARKET MUTUAL FUND

TREASURY MONEY MARKET MUTUAL FUND

INSTITUTIONAL CLASS

Stagecoach Funds, Inc. (the "Company") is an open-end investment
company. This Prospectus contains information about one class of shares
offered by two funds of the Stagecoach Family of Funds -- the PRIME MONEY
MARKET MUTUAL FUND - - INSTITUTIONAL CLASS and the TREASURY MONEY MARKET MUTUAL
FUND -- INSTITUTIONAL CLASS (each, a "Fund" and collectively, the "Funds").

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

Please read this Prospectus before investing and retain it for future
reference. It is designed to provide you with important information and to
help you decide if a Fund's goals match your own. A Statement of Additional
Information ("SAI"), dated August 31, 1996, containing additional information
about the Funds, has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. The Funds' SAI
is available without charge by writing to Stagecoach Funds, Inc., c/o
Stagecoach Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San
Francisco, CA 94120-7066 or by calling 1-800-222-8222. If you hold shares in an
IRA, please call 1-800-BEST-IRA for information or assistance.

PROSPECTUS DATED AUGUST 31, 1996
<PAGE> 304

Each Fund is advised by Wells Fargo Bank, which also serves as the
Funds' transfer and dividend disbursing agent and custodian. In addition,
Wells Fargo Bank is a Shareholder Servicing Agent and Selling Agent (each as
defined below). Stephens Inc. ("Stephens") is the Funds' sponsor and
administrator and serves as distributor of the Funds' shares.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY ........................................................ 1
SUMMARY OF FUND EXPENSES .................................................. 3
FINANCIAL HIGHLIGHTS ...................................................... 5
HOW THE FUNDS WORK ........................................................ 10
THE FUNDS AND MANAGEMENT .................................................. 14
INVESTING IN THE FUNDS .................................................... 15
EXCHANGES ................................................................. 18
DIVIDENDS ................................................................. 19
MANAGEMENT AND SERVICING FEES ............................................. 19
TAXES ..................................................................... 20
PROSPECTUS APPENDIX--ADDITIONAL INVESTMENT POLICIES ....................... A-1
</TABLE>
<PAGE> 306

PROSPECTUS SUMMARY

Q. WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with
current income and stability of principal. The Fund's fundamental
policy is to seek its objective by investing its assets only in
obligations issued or guaranteed by the U.S. Treasury and in notes and
other instruments, including repurchase agreements, collateralized or
secured by such obligations, which have remaining maturities not
exceeding 397 days (13 months).

See "How the Funds Work--Investment Objectives and Policies" and
"Prospectus Appendix--Additional Investment Policies" for further
information on investments.

Q. WHAT ARE SOME OF THE POTENTIAL RISKS ASSOCIATED WITH THIS TYPE OF
INVESTMENT?

A. Investments in the Funds are not bank deposits or obligations of Wells
Fargo Bank and are not insured by the FDIC, nor are they insured or
guaranteed against loss of principal. Therefore, investors should be
willing to accept some risk with money invested in the Funds.
Although each Fund seeks to maintain a stable net asset value of $1.00
per share, there is no assurance that it will be able to do so. The
Funds may not achieve as high a level of current income as other
mutual funds that do not limit their investment to the high credit
quality instruments in which the Funds invest. As with all mutual
funds, there can be no assurance that a Fund will achieve its
investment objective.

Q. WHO MANAGES MY INVESTMENTS?

Q. HOW DO I INVEST?

A. Qualified investors may invest by purchasing Institutional Class
shares of the Funds at the net asset value per share without a sales
charge ("NAV"). Qualified investors include certain customers of
affiliate, franchise or correspondent banks of Wells Fargo & Company
and other selected institutions ("Institutions"). Customers may
include individuals, trusts, partnerships and corporations. Purchases
are effected through the customer's account with the Institution under
the terms of the customer's account agreement with the Institution.
Investors wishing to purchase a Fund's Institutional Class shares
should contact their account representatives. See "Investing in the
Funds" for additional information.

1
<PAGE> 307

Q. ARE EXCHANGES TO OTHER FUNDS PERMITTED?

A. Yes. The exchange privilege enables you to exchange Fund shares for
shares of another fund offered by the Company, or shares of certain
other funds offered by other investment companies in the Stagecoach
Family of Funds, to the extent such shares are offered for sales in
your state of residence. Exchanges are effected through the
customer's account with the Institution under the terms of the
customer's account agreement with the Institution. See "Exchanges."

Q. HOW MAY I REDEEM SHARES?

Q. HOW WILL I RECEIVE DIVIDENDS AND ANY CAPITAL GAINS?

A. Dividends from net investment income of a Fund are declared daily,
paid monthly and automatically reinvested in additional Institutional
Class shares of such Fund at NAV. Shareholders may also elect to
receive dividends in cash. Any capital gains are distributed at least
annually in the same manner as dividends. See "Dividends" for
additional information.

2
<PAGE> 308

SUMMARY OF FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
PRIME MONEY TREASURY MONEY
MARKET MUTUAL FUND MARKET MUTUAL FUND
------------------ ------------------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)........ None None
Sales Charge Imposed on Reinvested Dividends.... None None
Sales Charge Imposed on Redemptions............. None None
Exchange Fees................................... None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
PRIME MONEY TREASURY MONEY
MARKET MUTUAL FUND MARKET MUTUAL FUND
------------------ ------------------
<S> <C> <C>
Management Fee (after waivers or reimbursements)(1)......... 0.12% 0.12%
Rule 12b-1 Fee.............................................. None None
Other Expenses (after waivers or reimbursements)(2) ........ 0.13% 0.13%
---- ----

TOTAL FUND OPERATING EXPENSES (after
waivers or reimbursements)(3)............................. 0.25% 0.25%
==== ====
</TABLE>

- ---------
(1) Management Fee (before waivers or reimbursements) would be payable at
maximum annual rates of 0.25% and 0.25%, respectively.
(2) Other Expenses (before waivers or reimbursements) would be 0.33% and
0.32%, respectively.
(3) Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.63% and 0.62%, respectively.

3
<PAGE> 309

EXAMPLE OF EXPENSES

An investor would pay the following expenses on a $1,000 investment in
a Fund's Institutional Class, assuming a 5% annual return and redemption at the
end of each time period indicated:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Prime Money Market Mutual Fund $3 $8 $14 $32
Treasury Money Market Mutual Fund $3 $8 $14 $32
</TABLE>

EXPLANATION OF TABLES

The purpose of the foregoing tables is to help a shareholder
understand the various costs and expenses that an investor in a Fund will bear
directly or indirectly. The tables do not reflect any charges that may be
imposed by Wells Fargo Bank or another Institution directly on its customer
accounts in connection with an investment in a Fund.

ANNUAL FUND OPERATING EXPENSES for the Institutional Class shares of
the Funds are based on applicable contract amounts and derived from amounts
incurred during its most recent fiscal year, restated to reflect voluntary fee
waivers and expense reimbursements that are expected to continue to reduce
expenses during the Company's current fiscal year. Wells Fargo Bank and
Stephens have agreed to waive or reimburse all or a portion of their respective
fees charged to, or expenses paid by, each Fund to ensure that the Total Fund
Operating Expenses do not exceed, on an annual basis, 0.25% or 0.25%,
respectively, of the Prime Money Market Mutual Fund's or Treasury Money Market
Mutual Fund's average daily net assets through August 31, 1997. Any waivers or
reimbursements will reduce a Fund's total expenses. There can be no assurance
that waivers or reimbursements will continue after that time. For more
complete descriptions of the various costs and expenses you can expect to incur
as an investor in the Funds, please see "Management and Servicing Fees."

4
<PAGE> 310

FINANCIAL HIGHLIGHTS

The following information has been derived from the Financial
Highlights in the annual financial statements for the fiscal year ended
September 30, 1995 for Pacifica Funds Trust's Prime Money Market and Treasury
Money Market Funds, the predecessor portfolios to the Funds. This information
is provided to assist you in evaluating the performance of each Fund for each of
the ten years in the period ended September 30, 1995. The financial information
for the year ended September 30, 1995 and six months ended September 30, 1994
has been audited by the predecessor portfolios' independent auditors, whose
report on the financial statements for the year ended September 30, 1995 appears
in the 1995 Annual Report to Shareholders for the predecessor portfolios. This
report and the related financial statements are incorporated by reference into
the SAI. The financial information for each of the four years in the period
ended March 31, 1994 has been audited by the predecessor portfolios' former
independent accountants. Prior to August 11, 1995, the predecessor portfolios
offered only one class of shares to institutional investors, which class is now
known as Service Class shares. Currently, each Fund offers Service Class shares
and Institutional Class shares to certain institutional investors and Class A
shares (formerly, the Investor Shares of the predecessor funds) to retail
investors. The unaudited financial information and the related notes for the
six months ended March 31, 1996 also are incorporated by reference into the SAI.
See "The Funds and Management" below and "Capital Stock" in the SAI. This
information should be read in conjunction with the related financial statements
and the notes thereto.

5
<PAGE> 311
PRIME MONEY MARKET MUTUAL FUND(1)
(SERVICE SHARES)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
1986* 1987* 1988* 1989* 1990* 1991*
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year .......... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
-------- -------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net ....... 0.754 .0581 0.634 .0764 .0849 .0745
Net realized gain
(loss) on investments ...... -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total from Investment
Operations ................ 0.754 .0581 0.634 .0764 .0849 .0745
-------- -------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from
investment income-net ...... (0.754) (.0581) (.0634) (.0764) (.0849) (.0745)
-------- -------- -------- -------- -------- --------
Net asset value, end
of year .................... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
======== ======== ======== ======== ======== ========
Total Investment Return ... 7.80% 5.97% 6.50% 7.88% 8.82% 7.72%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets
Ratio of net
investment income to ....... .66%(4) .68%(5) .58%(6) .56%(6) .54%(7) .47%(8)
average net assets ......... 7.47%(4) 5.81%(5) 6.38%(6) 7.58%(6) 7.95%(7) 7.38%(8)
Net Assets, end of
year (000's Omitted) ....... $350,344 $407,815 $628,987 $496,675 $493,641 $543,834
<CAPTION>
SIX
SIX FISCAL YEAR MONTHS
MONTHS ENDED ENDED ENDED
FISCAL YEAR ENDED MARCH 31, SEPTEMBER 30, SEPTEMBER 30, MARCH 31,
1992* 1993* 1994* 1994(2)* 1995* 1996*
-------- -------- -------- ----------- ------------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year .......... $ 1.0000 $ .9997 $ .9998 $ .9998 $ .9998
-------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net........ .0510 .0327 .0296 .0185 .0546
Net realized gain
(loss) on investments ...... (.0003) .0001 -- -- --
-------- -------- -------- -------- --------
Total from Investment
Operations ................ .0507 .0328 .0296 .0185 .0546
-------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from
investment income-net ...... (.0510) (.0327) (.0296) (.0185) (.0546)
-------- -------- -------- -------- --------
Net asset value, end
of year .................... $ .9997 $ .9998 $ .9998 $ .9998 $ .9998
======== ======== ======== ======== ========
Total Investment Return ... 5.22% 3.32% 3.00% 3.71%(3) 5.60%
RATIOS/SUPPLEMENTAL
DATA:
Ratio of expenses to
average net assets
Ratio of net
investment income to ....... .43%(9) .41%(10) .41%(11) .41%(3),(12) .41%(13)
average net assets ......... 5.09%(9) 3.27%(10) 2.96%(11) 3.67%(3),(12) 5.47%(13)
Net Assets, end of
year (000's Omitted) ....... $528,397 $468,479 $527,599 $565,305 $614,101
</TABLE>

6
<PAGE> 312

- ---------

* On May 12, 1995, the Funds' Board of Trustees approved the issuance of
multiple classes of shares of each Fund. Effective August 11, 1995,
existing Funds' shares were classified as Service shares and the Funds
began offering both Service and Institutional shares to investors.
Effective October 1, 1995, the funds began offering Investor shares to
investors.
(1) The Prime Fund operated as Pacific American Liquid Assets, Inc. from
commencement of operations on April 30, 1981 until it was reorganized
as a portfolio of Pacific American Fund on October 1, 1985. On
October 1, 1994, the Fund was reorganized as the "Pacific American
Money Market Portfolio," a portfolio of Pacifica Funds Trust. In July
1995, the Fund was renamed the "Pacifica Prime Money Market Fund," and
on ________, 1996, the Fund was reorganized as the Prime Money Market
Mutual Fund of Stagecoach Funds, Inc.
(2) On October 1, 1994, the Fund's fiscal year end changed from March 31
to September 30.
(3) Annualized basis.
(4) During the year ended March 31, 1986, the Fund's adviser waived a
portion of its fees (.13% of average net assets).
(5) During the year ended March 31, 1987, the Fund's adviser waived a
portion of its fees (.25% of average net assets). In addition, during
the period from January 1, 1987 to March 31, 1987, the Fund's adviser
waived an additional portion of its fees (.02% of average net assets).
(6) During the years ended March 31, 1988 and 1989, the Fund's adviser
waived a portion of its fees (.35% and .34% of average net assets,
respectively).
(7) During the year ended March 31, 1990, the Fund's adviser and the
Fund's prior distributor waived a portion of their respective fees
(.36% of average net assets).
(8) During the year ended March 31, 1991, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.47% of average net assets).
(9) During the year ended March 31, 1992, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(10) During the year ended March 31, 1993, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(11) During the year ended March 31, 1994, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(12) During the six month period ended September 30, 1994, the Fund's
adviser and the Fund's Service Organizations waived a portion of their
respective fees (.48% (annualized) of average net assets).
(13) During the year ended September 30, 1995, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.27% of average net assets).

7
<PAGE> 313
TREASURY MONEY MARKET MUTUAL FUND(1)
(SERVICE SHARES)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31,
1986(3)* 1987* 1988* 1989* 1990* 1991*
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year ...... $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000
-------- -------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net ... .0353 .0550 .0604 .0743 .0827 .0716
Net realized gain (loss)
on investments ......... -- -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total from Investment
Operations ............ .0353 .0550 .0604 .0743 .0827 .0719
-------- -------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from investment
income-net ............. (.0353) (.0550) (.0604) (.0743) (.0827) (.0716)
Dividends from net
realized gain on
investment ............. -- -- -- -- -- (.0002)
-------- -------- -------- -------- -------- --------
Total Distributions .... (.0353) (.0550) (.0604) (.0743) (.0827) (.0718)
-------- -------- -------- -------- -------- --------
Net asset value, end of
year .................. $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0000 $ 1.0001
======== ======== ======== ======== ======== ========
Total Investment Return 7.18%(4) 5.64% 6.20% 7.63% 8.58% 7.42%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets
Ratio of net investment
income to average net .. .80%(4),(5) .69%(6) .69%(7) .63%(8) .56%(9) .48%(10)
assets ................. 6.91%(4),(5) 5.50%(6) 6.12%(7) 7.36%(8) 7.73%(9) 7.10%(10)
Net Assets, end of year
(000's Omitted) ........ $123,243 $134,375 $101,066 $ 90,672 $ 98,398 $118,623
<CAPTION>
SIX
SIX FISCAL YEAR MONTHS
MONTHS ENDED ENDED ENDED
FISCAL YEAR ENDED MARCH 31, SEPTEMBER 30, SEPTEMBER 30, MARCH 31,
1992* 1993* 1994* 1994(2)* 1995* 1996
-------- -------- -------- -------- -------- --------
(UNAUDITED)
<C> <C> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value,
beginning of year ...... $ 1.0001 $ .9999 $ 1.0001 $ 1.0000 $ 1.0000
-------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Investment income-net.... .0489 .0309 .0277 .0186 .0529
Net realized gain (loss)
on investments ......... .0002 .0002 -- -- --
-------- -------- -------- -------- --------
Total from Investment
Operations ............ .0491 .0311 .0277 .0186 .0529
-------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends from investment
income-net ............. (.0489) (.0309) (.0277) (.0186) (.0529)
Dividends from net
realized gain on
investment ............. (.0004) -- (.0001) -- --
-------- -------- -------- -------- --------
Total Distributions .... (.0493) (.0309) (.0278) (.0186) (.0529)
-------- -------- -------- -------- --------
Net asset value, end of
year .................. $ .9999 $ 1.0001 $ 1.0000 $ 1.0000 $ 1.0000
======== ======== ======== ======== ========
Total Investment Return. 5.03% 3.13% 2.81% 3.75%(4) 5.42%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets
Ratio of net investment
income to average net .. .45%(11) .43%(12) .43%(13) .43%(4),(14) .42%(15)
assets ................. 4.73%(11) 3.04%(12) 2.77%(13) 3.72%(4),(14) 5.32%(15)
Net Assets, end of year
(000's Omitted) ........ $281,343 $614,237 $654,950 $690,630 $1,001,707
</TABLE>

8
<PAGE> 314

- ---------

* On May 12, 1995, the Funds' Board of Trustees approved the issuance of
multiple classes of shares of each Fund. Effective August 11, 1995,
existing Funds' shares were classified as Service shares and the Funds
began offering both Service and Institutional shares to investors.
Effective October 1, 1995, the funds began offering Investor shares to
investors.
(1) Prior to August 1, 1990, the Treasury Money Market Mutual Fund was
known as the Short-Term Government Fund and invested in obligations
issued or guaranteed by agencies and instrumentalities of the U.S.
Government in accordance with fundamental policies that were then
effective for the Fund. The Fund operated as a portfolio of Pacific
American Fund through October 1, 1994, when it was reorganized as the
"Pacific American U.S. Treasury Portfolio," a portfolio of Pacifica
Funds Trust. In July 1995, the Fund was renamed the "Pacifica
Treasury Money Market Fund," and on _______, 1996, the Fund was
reorganized as a fund of Stagecoach Funds, Inc.
(2) On October 1, 1994, the Fund's fiscal year end was changed from March
31 to September 30, and on _________, 1996 the Fund's fiscal year end
was changed from September 30 to December 31.
(3) From October 1, 1985 (commencement of operations) to March 31, 1986.
(4) Annualized basis.
(5) During the period from October 1, 1985 (Commencement of Operations) to
March 31, 1986, the Fund's adviser waived a portion of its fees (.25%
(annualized) of average net assets).
(6) During the year ended March 31, 1987, the Fund's adviser waived a
portion of its fees aggregating $264,629 (.25% of average net assets).
In addition, during the period from January 1, 1987 to March 31, 1987,
the Fund's adviser and the Fund's prior distributor waived a portion
of their respective fees (.09% of average net assets).
(7) During the year ended March 31, 1988, the Fund's adviser and the
Fund's prior distributor waived a portion of their respective fees
(.36% of average net assets).
(8) During the year ended March 31, 1989, the Fund's adviser waived a
portion of its fees (.35% of average net assets).
(9) During the year ended March 31, 1990, the Fund's adviser and the
Fund's prior distributor waived a portion of their respective fees
(.41% of average net assets).
(10) During the year ended March 31, 1991, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.46% of average net assets).
(11) During the year ended March 31, 1992, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(12) During the year ended March 31, 1993, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.48% of average net assets).
(13) During the year ended March 31, 1994, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.47% of average net assets).
(14) During the six month period ended September 30, 1994, the Fund's
adviser and the Fund's Service Organizations waived a portion of their
respective fees (.47% (annualized) of average net assets).
(15) During the year ended September 30, 1995, the Fund's adviser and the
Fund's Service Organizations waived a portion of their respective fees
(.24% of average net assets).

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<PAGE> 315

HOW THE FUNDS WORK

INVESTMENT OBJECTIVES AND POLICIES --

The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with
current income and stability of principal. The Fund's fundamental policy is to
invest only in obligations issued or guaranteed by the U.S. Treasury and in
notes and other instruments, including repurchase agreements, collateralized or
secured by such obligations, which have remaining maturities not exceeding 397
days (13 months).

The Funds' investment objectives, and the Treasury Money Market Fund's
fundamental policy stated above, may not be changed without the vote of a
majority of the outstanding shares of the particular Fund.

U.S. Treasury and U.S. Government Obligations. The Treasury Money
Market Mutual Fund may invest only in obligations issued or guaranteed by the
U.S. Treasury such as bills, notes, bonds and certificates of indebtedness, and
in notes and repurchase agreements collateralized or secured by such
obligations. These obligations may also include U.S. Treasury STRIPS (U.S.
Treasury securities that have been separated into their component parts of
principal and interest payments and recorded as such in the Federal Reserve
book-entry record keeping system). The Prime Money Market Mutual Fund may invest
in U.S. Treasury obligations, as well as in obligations of agencies and
instrumentalities of the U.S. Government ("U.S. Government obligations"). U.S.
Government obligations in which the Fund may invest include securities issued or
guaranteed as to principal and interest by the U.S. Government and supported by
the full faith and credit of the U.S. Treasury. U.S. Treasury obligations
differ mainly in the length of their maturity. Treasury bills, the most
frequently issued marketable government securities, have a maturity of up to one
year and are issued on a discount basis. U.S. Government obligations also
include securities issued or guaranteed by federal agencies or
instrumentalities, including government-sponsored enterprises. Some obligations
of agencies or instrumentalities of the U.S. Government are supported by the
full faith and credit of the United States or U.S. Treasury guarantees; others,
by the right of the issuer or guarantor to borrow from the U.S. Treasury; still
others, by the discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and others, only by the
credit of the agency or instrumentality issuing the obligation. In the case of
obligations not backed by the full faith and credit of the United States, the
investor must look principally to the agency or instrumentality issuing or
guaranteeing the obligation for ultimate repayment, which agency or
instrumentality may be privately owned. There can be no assurance that the U.S.
Government will provide financial support to its agencies or

10
<PAGE> 316

The Prime Money Market Fund may also purchase commercial paper,
short-term notes, medium-term notes and bonds issued by domestic and foreign
corporations that meet the Fund's maturity limitations.

The Funds may attempt to increase yields by trading to take advantage
of short-term market variations. This policy could result in high portfolio
turnover, which should not adversely affect the Funds since they do not
ordinarily pay brokerage commissions on the purchase of short-term debt
obligations.

For additional information on permitted investments for the Funds, see
"Prospectus Appendix -- Additional Investment Policies" starting at page A-1 of
the Prospectus and under "Investment Restrictions" and "Additional Permitted
Investment Activities" in the SAI.

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<PAGE> 317

RISK FACTORS

Fund shares are not bank accounts and are not insured or guaranteed
against loss of principal. Although the Funds seek to maintain a stable NAV of
$1.00 per share, there is no assurance that they will be able to do so. As
with all mutual funds, there can be no assurance that the Funds, each of which
consist of a diversified portfolio, will achieve their investment objectives.

The Funds, under the 1940 Act, must comply with certain investment
criteria designed to provide liquidity, reduce risk, and allow the Funds to
each maintain a stable net asset value of $1.00 per share. Each Fund's
dollar-weighted average portfolio maturity must not exceed 90 days. Any
security that a Fund purchases must have a remaining maturity of not more than
397 days. In addition, a Fund purchase must present minimal credit risks and
be of the highest quality (i.e., be rated in the top rating category by the
requisite NRSROs or, if unrated, determined to be of comparable quality to such
rated securities by Wells Fargo Bank, as the Funds' investment adviser, under
guidelines adopted by the Company's Board of Directors).

Each Fund seeks to reduce risk by investing its assets in securities
of various issuers. As such, each Fund is considered to be diversified for
purposes of the 1940 Act. In addition, the Funds emphasize safety of principal
and high credit quality. In particular, the internal investment policies of
Wells Fargo Bank, the Funds' investment adviser to the Funds prohibit the
purchase for a Fund of many types of floating-rate derivative securities that
are considered potentially volatile. The following types of derivative
securities ARE NOT permitted investments for either Fund:

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

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

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

o inverse floaters (which reset in the opposite direction of
their index).

Additionally, neither Fund may invest in securities whose interest
rate reset provisions are tied to an index that materially lags short-term
interest rates, such as Cost of Funds Index ("COFI") floaters." The Funds may
invest only in floating-rate securities that bear interest at a rate that
resets quarterly or more frequently and which resets based on changes in
standard money market rate indices such as U.S. Government Treasury bills,
London Interbank Offered Rate or LIBOR, the prime rate, published commercial
paper rates, federal funds rates, Public Securities Associates ("PSA") floaters
or JJ Kenney index floaters.

12
<PAGE> 318

developments, the possible imposition of withholding taxes on interest income
payable on the securities by the particular country in which the issuer is
located, the possible seizure or nationalization of foreign deposits, the
possible establishment of exchange controls or the adoption of other foreign
governmental restrictions that might adversely affect the payment of principal
and interest on these securities. In addition, foreign banks and other issuers
are not necessarily subject to the same regulatory requirements that apply to
domestic issuers (such as reserve requirements, loan limitations, examinations,
accounting, auditing and recordkeeping requirements, and public availability of
information), and the Fund may experience difficulties in obtaining or
enforcing a judgment against a foreign issuer. Absent any unusual market
conditions, the Fund will not invest more than 25% of its total assets in
securities issued by foreign issuers.

PERFORMANCE

Yield refers to the income generated by an investment in a class of a
Fund's shares over a specified period (usually 7 days), expressed as an annual
percentage rate. Effective yield is calculated similarly but assumes that the
income earned from the shares is reinvested at NAV in shares of the same class
of a Fund. Because of the effects of compounding, effective yields are
slightly higher than yields.

Average annual total return of a class of shares is based on the
overall dollar or percentage change of an investment in a Fund's class and
assumes the investment is at NAV and all dividends and any capital-gain
distributions attributable to a class are also reinvested at NAV in shares of
the class.

THE FUNDS AND MANAGEMENT

13
<PAGE> 319

of shares, and the Corporate Stock, Government Money Market Mutual Fund and the
Money Market Trust offer a single class of shares. Each class of shares
represents an equal proportionate interest in a Fund with other shares of the
same class. Shareholders of each class bear their pro rata portion of a Fund's
operating expenses except for certain class-specific expenses (e.g., any state
securities registration fees, shareholder servicing fees or distribution fees
that may be paid under Rule 12b-1) that are allocated to a particular class.
For information on another fund or a class of shares, please call Stagecoach
Shareholder Services at 1-800-222-8222 or write the Company at the address shown
on the front cover of the Prospectus.

The Board of Directors of the Company supervises the Funds' activities
and monitors their contractual arrangements with various service providers.
Although the Company is not required to hold annual shareholder meetings,
special meetings may be required for purposes such as electing or removing
Directors, approving advisory contracts and distribution plans, and changing a
fund's investment objective or fundamental investment policies. All shares of
the Company have equal voting rights and will be voted in the aggregate, rather
than by fund or class, unless otherwise required by law (such as when the
voting matter affects only one fund or class). As a Fund shareholder, you are
entitled to one vote for each share owned and fractional votes for fractional
shares owned. See "Management" in the SAI for more information on the
Company's Directors and Officers. A more detailed description of the voting
rights and attributes of the shares is contained under "Capital Stock" in the
SAI.

Wells Fargo Bank serves as each Fund's investment adviser, custodian,
transfer agent and dividend disbursing agent (the "Transfer Agent"). In
addition, Wells Fargo Bank serves as a Shareholder Servicing Agent and as a
Selling Agent of the Funds. Wells Fargo Bank, one of the largest banks in the
United States, was founded in 1852 and is the oldest bank in the western United
States. As of April 1, 1996, Wells Fargo Bank and its affiliates provided
investment advisory services for approximately $56 billion in assets of
individuals, trusts, estates and institutions. Wells Fargo Bank also serves as
investment adviser to other separately managed funds (or the master portfolio
in which a fund may invest) of the Company, and as investment adviser or
sub-adviser to separately managed funds of five other registered, open-end,
management investment companies. Wells Fargo Bank, a wholly owned subsidiary
of Wells Fargo & Company, is located at 420 Montgomery Street, San Francisco,
California 94104. Wells Fargo Investment Management, Inc. ("WFIM"), a
wholly-owned subsidiary of Wells Fargo & Company, is located at 444 Market
Street, San Francisco, California 94163.

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

14
<PAGE> 320

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Stephens is the Company's sponsor and administrator and distributes
the Funds' shares. Stephens is a full service broker/dealer and investment
advisory firm located at 111 Center Street, Little Rock, Arkansas 72201.
Stephens and its predecessor have been providing securities and investment
services for more than 60 years. Additionally, they have been providing
discretionary portfolio management services since 1983. Stephens currently
manages investment portfolios for pension and profit-sharing plans, individual
investors, foundations, insurance companies and university endowments.

INVESTING IN THE FUNDS

Institutional Class shares of the Funds may be purchased on any day
the Funds are open for business, provided Wells Fargo Bank also is open for
business (a "Business Day"). Currently, Wells Fargo Bank is closed on New
Year's Day, Presidents' Day, Martin Luther King, Memorial Day, Independence
Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day
(each, a "Holiday"). When any Holiday falls on a weekend, the Funds are
typically closed on the weekday immediately before or after such Holiday.

The Company or Stephens may make the Prospectus available in an
electronic format. Upon receipt of a request from an investor or the
investor's representative, the Company or Stephens will transmit or cause to be
transmitted promptly, without charge, a paper copy of the electronic
Prospectus.

SHARE VALUE

The value of a share of each class is its NAV. Wells Fargo Bank
calculates the NAV of each class of the Funds as of 12:00 p.m. and 1:00 p.m.
(Pacific time) on each Business Day. The NAV per share of each class of shares
of a Fund is computed by dividing the value of a Fund's assets allocable to a
particular class, less the liabilities charged to that class by the total
number of outstanding shares of that class. All expenses, including fees paid
to the investment adviser and administrator, are accrued daily and taken into
account for the purpose of determining the NAV. As noted above, the Funds seek
to maintain a constant $1.00 NAV share price, although there is no assurance
that they will be able to do so.

Each Fund's NAV is calculated on the basis of the amortized-cost
method. This valuation method is based on the receipt of a steady rate of
payment on portfolio instruments from the date of purchase until maturity
rather than actual changes in market value. The Company's Board of Directors
believes that this valuation method accurately reflects fair value.

PURCHASE OF INSTITUTIONAL CLASS SHARES

15
<PAGE> 321

Institutional Class shares of the Funds are sold at the NAV per share
next determined after a purchase order has become effective. Purchase orders
placed by an Institution must be received by the Company by 12:00 p.m. (Pacific
time) on any Business Day. Payment for such shares may be made by Institutions
in federal funds or other funds immediately available to the custodian no later
than 1:00 p.m. (Pacific time) on that Business Day.

WIRE INSTRUCTIONS DIRECT PURCHASES BY INSTITUTIONS

1. Complete an Account Application.

2. Instruct the wiring bank to transmit the specified amount in
federal funds to:

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-543-9538

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

STATEMENTS AND REPORTS

16
<PAGE> 322

REDEMPTION OF INSTITUTIONAL CLASS SHARES

With respect to former shareholders of Westcore Trust or Pacifica Fund
Trust who do not have a relationship with an Institution, shares of the Funds
may be redeemed by writing or calling the Funds directly at the address and
phone number shown on the first page of the Prospectus. When Institutional
Class shares are redeemed directly from the Funds, the Funds will ordinarily
send the proceeds by check to the shareholder at the address of record on the
next Business Day unless payment by wire is requested. The Funds may take up
to seven days to make payment, although this will not be the customary
practice. Also, if the New York Stock Exchange is closed (or when trading is
restricted) for any reason other than the customary weekend or holiday closing
or if an emergency condition as determined by the SEC merits such action, the
Funds may suspend redemptions or postpone payment dates.

A redemption may be a taxable transaction on which gain or loss may be
recognized.

REDEMPTIONS BY TELEPHONE

17
<PAGE> 323

the Company nor the Transfer Agent will be liable for following telephone
instructions reasonably believed to be genuine.

EXCHANGES

The Funds offer a convenient way to exchange Institutional Class
shares in one Fund for Institutional Class shares in another fund of the
Company. Before engaging in an exchange transaction, a shareholder should read
carefully the Prospectus describing the fund into which the exchange will
occur, which is available without charge and can be obtained by writing or by
calling the Company at the address or phone number listed on the first page of
the Prospectus. A shareholder may not exchange Institutional Class shares of
one fund for Institutional Class shares of another fund if Institutional Class
shares of both funds are not qualified for sale in the state of the
shareholder's residence. The Company may terminate or amend the terms of the
exchange privilege at any time.

DIVIDENDS

The Funds intend to declare dividends on a daily basis payable to
Institutional Class shareholders of record as of 1:00 p.m. (Pacific time).
Institutional Class shareholders begin earning dividends on the Business Day
the investment is effected and continue to earn dividends through the day
before the date that the shares are redeemed. Dividends for a Saturday, Sunday
or Holiday are declared payable to shareholders of record as of the preceding
Business Day. The Funds declare and distribute any capital gains at least
annually. Expenses, such as

18
<PAGE> 324

state securities registration fees and transfer agent fees, that are
attributable to a particular class may affect the relative dividends and/or
capital-gain distributions of a class of shares.

Dividends declared in a month generally are paid on the last Business
Day of the each month. Dividends and any capital-gain distributions are
automatically invested in additional whole and fractional shares unless the
shareholder has elected to receive payment in cash.

MANAGEMENT AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of
Directors, Wells Fargo Bank, as the Funds' investment adviser, provides
investment guidance and policy direction in connection with the management of
the Funds' assets. Wells Fargo Bank also furnishes the Board of Directors with
periodic reports on the Funds' investment strategies and performance. For
these services, the Wells Fargo Bank is entitled to receive a monthly
investment advisory fee at the annual rate of 0.25% of the average daily net
assets of the Funds. From time to time, Wells Fargo Bank may waive such fees
in whole or in part. Any such waiver will reduce the expenses of the Funds
and, accordingly, have a favorable impact on the Funds' yields and returns.
From time to time, the Funds, consistent with their investment objective,
policies and restrictions, may invest in securities of entities with which
Wells Fargo Bank has a lending relationship. For the year ended December 31,
1995, Wells Fargo Bank was paid at an annual rate equal to 0.25% of the Funds'
average daily net assets for its services as investment adviser.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

Wells Fargo Bank also serves as the Funds' custodian and transfer and
dividend disbursing agent. Under the Custody Agreement with Wells Fargo Bank,
a Fund may, at times, borrow money from Wells Fargo Bank as needed to satisfy
temporary liquidity needs. Wells Fargo Bank charges interest on such
overdrafts at a rate determined pursuant to the Custody Agreement. Wells Fargo
Bank performs its custodial and transfer and dividend disbursing agency
services at 525 Market Street, San Francisco, California 94105.

INSTITUTIONS AND SHAREHOLDER SERVICING AGENTS

A Shareholder Servicing Agent also may impose certain conditions on
its customers, subject to the terms of this Prospectus, in addition to or
different from those imposed by the Funds, such as requiring a minimum initial
investment or payment of a separate fee for additional services. Each
Shareholder Servicing Agent has agreed to disclose any fees it may directly
charge its customers who are shareholders of a Fund and to notify them in
writing at least 30 days before it imposes any transaction fees.

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<PAGE> 325

SPONSOR, ADMINISTRATOR AND DISTRIBUTOR

Subject to the overall supervision of the governing Board of
Directors, Stephens provides each Fund with administrative services, including
general supervision of the Funds' operation, coordination of the other services
provided to the Funds, compilation of information for reports to the SEC and
the state securities commissions, preparation of proxy statements and
shareholder reports and general supervision of data compilation in connection
with preparing periodic reports. Stephens also furnishes office space and
certain facilities to conduct each Fund's business, and compensates the
Directors, officers and employees who are affiliated with Stephens. For these
services, Stephens is entitled to a monthly fee at the annual rate of 0.05% of
the Funds' average daily net assets. From time to time, Stephens may waive its
fees charged to a Fund in whole or in part. Any such waivers will reduce a
Fund's expenses and, accordingly, have a favorable impact on the Fund's
performance.

FUND EXPENSES

Except for the expenses borne by Wells Fargo Bank and Stephens, each
Fund bears all costs of its operations, including advisory, transfer agency,
custody and administration fees, interest, fees and expenses of independent
auditors and legal counsel, and any extraordinary expenses. Expenses
attributable to a class (e.g., any state securities registration fees,
shareholder servicing or distribution fees or other class-specific expenses)
are charged against the assets of the class. General expenses of the Company
are allocated among all of the funds of the Company, including the Funds, in a
manner proportionate to the net assets of each fund, on a transactional basis,
or on such other basis as the Company's Board of Directors deems equitable.

TAXES

The Company intends to qualify each Fund each year as regulated
investment companies under Subchapter M of the Internal Revenue Code of 1986,
as amended (the "Code"), as long as such qualification is the best interest of
the Funds' shareholders. In addition, net capital gains, net investment
income, and operating expenses will be determined separately for each Fund from
the Company's other funds. By complying with the applicable provisions of the
Code, the Funds will not be subject to federal income tax with respect to net
investment income and any net realized capital gains distributed to its
shareholders. The Funds intend to pay out substantially all of its net
investment income and any net realized capital gains for each year. Dividends
from investment income (including any net short-term capital gains) declared
and paid by the Funds will be taxable as ordinary income to the Funds'
shareholders. Such dividends and capital-gain distributions, which are taxable
to shareholders as capital gain, will generally be taxable to recipient
shareholders, regardless of whether you take such payments in cash or have them
automatically reinvested in the Funds' shares. You may be eligible to defer
the taxation of dividends and capital-gain distributions on the Funds' shares
that are held under a qualified tax-deferred retirement plan. The Funds do not
expect their dividends to qualify for the dividends-received deduction allowed
to corporate shareholders.

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<PAGE> 326

Your Institution, or your Shareholder Servicing Agent on its behalf,
will inform you of the amount and nature of the Funds' dividends and any
capital-gain distributions. You should keep all statements you receive to
assist in your personal record keeping. The Company may be required to
withhold, subject to certain exemptions, at a rate of 31% on dividends,
capital-gain distributions, and redemption proceeds (including proceeds from
exchanges) paid or credited to Fund shareholders, unless a shareholder provides
a correct taxpayer identification number (generally the shareholder's social
security or employer identification number) and, upon establishing an account
with the Company, certifies on the Account Application that the shareholder is
not subject to back-up withholding, or the IRS notifies the Company that the
shareholder is not subject to back-up withholding.

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

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

Further federal tax considerations are discussed in the SAI.

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