<PAGE>
As filed with the Securities and Exchange Commission on September 3, 1997
Registration No.___________
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
[_] Pre-Effective Amendment No.______ [_] Post-Effective Amendment No.
(Check appropriate box or boxes)
______________________________________
Exact Name of Registration as Specified in Charter:
STAGECOACH FUNDS, INC.
Area Code and Telephone Number:
(800) 643-9691
Address of Principal Executive Offices:
111 Center Street
Little Rock, Arkansas 72201
_______________________________________
Name and Address of Agent for Service:
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
Copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., Suite 5500
Washington, D.C. 20006
================================================================================
It is proposed that this filing will become effective on October 3, 1997
pursuant to Rule 488.
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 period ended March 31, 1997 was filed with the Securities and
Exchange Commission on May 29, 1997. The Registrant is filing as an exhibit to
this Registration Statement a copy of its earlier declaration under Rule 24f-2.
Pursuant to Rule 429, this registration Statement relates to the Registrant's
earlier registration statement on Form N-1A (File Nos. 33-42927; 811-6419)
<PAGE>
The overall purpose of the Consolidation is to facilitate investment
management, administration and marketing by combining the Overland Portfolios
and the Stagecoach Funds into a single mutual fund family with a single brand
identity. Although some of these benefits will accrue to the investment adviser,
administrator and distributor of the Funds, some will be passed through to
shareholders. The benefits passed through to shareholders are expected to
include potential economies of scale (for example, reductions in operating
expense levels), greater portfolio diversification and improved cash flows.
Shareholders also will have more convenient access to a larger mutual fund
family that, after the Consolidation, will include over 30 funds.
<PAGE>
STAGECOACH FUNDS, INC.
CROSS-REFERENCE SHEET
ITEMS REQUIRED BY FORM N-14
---------------------------
PART A
- ------
<TABLE>
<CAPTION>
ITEM ITEM CAPTION PROSPECTUS CAPTION
- ---- ------------ ------------------
NO.
- ---
<S> <C> <C>
1 Beginning of Registration Statement COVER PAGE OF REGISTRATION STATEMENT;
and Outside Front Cover Page of CROSS-REFERENCE SHEET; FRONT COVER PAGE OF
Prospectus COMBINED PROXY STATEMENT/PROSPECTUS
2 Beginning and Outside Back Cover TABLE OF CONTENTS
Page of Prospectus
3 Synopsis Information and SUMMARY -- ABOUT THE PROPOSED CONSOLIDATION;
Risk Factors RISK FACTORS; APPENDIX III -- EXPENSE SUMMARIES
4 Information About the Transaction ABOUT THE PROPOSED CONSOLIDATION - DESCRIPTION
OF THE AGREEMENT; PURPOSE OF THE
CONSOLIDATION; ABOUT THE PROPOSED RULE 12B-1
FEE INCREASE FOR CERTAIN STAGECOACH FUNDS -
DESCRIPTION OF THE FEE INCREASE; PURPOSE OF THE
FEE INCREASE
5 Information About the Registrant ORGANIZATION OF OVERLAND AND STAGECOACH;
COMPARISON OF INVESTMENT OBJECTIVES AND
POLICIES; OTHER INFORMATION
6 Information About the Company ORGANIZATION OF OVERLAND AND STAGECOACH;
Being Acquired COMPARISON OF INVESTMENT OBJECTIVES AND
POLICIES; OTHER INFORMATION
7 Voting Information INFORMATION RELATING TO VOTING MATTERS
8 Interest of Certain Persons and NOT APPLICABLE
Experts
9 Additional Information Required for NOT APPLICABLE
Reoffering by Persons Deemed to
be Underwriters
</TABLE>
<PAGE>
PART B
- ------
<TABLE>
<CAPTION>
STATEMENT OF ADDITIONAL
ITEM NO. ITEM CAPTION INFORMATION CAPTION
- -------- ------------ -----------------------
<S> <C> <C>
10 Cover Page COVER PAGE
11 Table of Contents TABLE OF CONTENTS
12 Additional Information About the INCORPORATION OF DOCUMENTS BY REFERENCE
Registrant IN STATEMENT OF ADDITIONAL INFORMATION;
GENERAL INFORMATION
13 Additional Information About the INCORPORATION OF DOCUMENTS BY REFERENCE
Company Being Acquired IN STATEMENT OF ADDITIONAL INFORMATION;
GENERAL INFORMATION
14 Financial Statements INTRODUCTORY NOTE TO PRO FORMA
FINANCIAL INFORMATION; PRO FORMA
FINANCIAL STATEMENTS
</TABLE>
PART C
- ------
ITEM NO.
- --------
15-17 Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration
Statement.
2
<PAGE>
THE FOLLOWING ITEMS ARE HEREBY INCORPORATED BY REFERENCE:
STAGECOACH FUNDS, INC. (THE "COMPANY")
From Post-Effective Amendment No. 33 of the Company, filed August 5, 1997 (SEC
File No. 33-42927; 811-6419):
Prospectus for Class C shares of the Stagecoach California Tax-Free Bond
and National Tax-Free Funds, dated October 6, 1997.
Prospectus for Class C shares of the Stagecoach Aggressive Growth and Small
Cap Funds, dated October 6, 1997.
Prospectus for Class C shares of the Stagecoach Ginnie Mae Fund, dated
October 6, 1997.
Prospectus for Administrative Class shares of the Stagecoach Prime and
Treasury Money Market Mutual Funds, dated October 6, 1997.
Prospectus for Institutional Class shares of the Stagecoach National Tax-
Free Money Market Mutual Fund, dated October 6, 1997.
Statement of Additional Information for Class C shares of the Small Cap
Fund, dated October 6, 1997.
Statement of Additional Information for Class C shares of the Aggressive
Growth Fund, dated October 6, 1997.
Statement of Additional Information for Class C shares of the Ginnie Mae
Fund, dated October 6, 1997
Statement of Additional Information for Class C shares of the California
Tax-Free Bond and National Tax-Free Funds, dated October 6, 1997
Statement of Additional Information for Institutional Class shares of the
National Tax-Free Money Market Mutual Fund, dated October 6, 1997
Statement of Additional Information for Administrative Class shares of the
Prime Money Market Mutual and Treasury Money Market Mutual Funds, dated October
6, 1997.
From Post-Effective Amendment No. 30 of the Company, filed January 31, 1997 (SEC
File No. 33-42927; 811-6419):
Prospectus for Class A shares of the Stagecoach California Tax-Free Bond
and National Tax-Free Funds, dated February 1, 1997.
Prospectus for shares of the Stagecoach California Tax-Free Money Market
Mutual Fund and Class A shares of the Treasury Money Market Mutual Fund, dated
February 1, 1997.
3
<PAGE>
Prospectus for Class A shares of the Stagecoach Prime Money Market Mutual
Fund, dated February 1, 1997.
Prospectus for Class A shares of the Stagecoach Aggressive Growth and Small
Cap Funds, dated February 1, 1997.
Prospectus for Class A shares of the Stagecoach Ginnie Mae Fund, dated
February 1, 1997.
Statement of Additional Information for Class A shares of the Aggressive
Growth and Small Cap Funds, dated February 1, 1997.
Statement of Additional Information for Class A shares of the California
Tax-Free Bond, National Tax-Free, Prime Money Market Mutual and Treasury Money
Market Mutual Funds, dated February 1, 1997.
Statement of Additional Information for Class A shares of the Ginnie Mae
Fund, dated February 1, 1997.
Statement of Additional Information for shares of the California Tax-Free
Money Market Mutual Fund, dated February 1, 1997.
Audited financial statements and related independent auditors report for
the Stagecoach Aggressive Growth, California Tax-Free Bond, California Tax-Free
Money Market Mutual, Ginnie Mae, National Tax-Free, National Tax-Free Money
Market Mutual, Prime Money Market Mutual, Small Cap and Treasury Money Market
Mutual Funds for the fiscal period ended March 31, 1997.
OVERLAND EXPRESS FUNDS, INC.
From Post-Effective Amendment No. 36 of Overland Express Funds, Inc., filed
April 30, 1997 (SEC File No. 33-16296; 811-8275):
Prospectus for Class A and Class D shares of the Overland Index Allocation,
Small Cap Strategy and Strategic Growth Funds, dated May 1, 1997.
Prospectus for Class A and Class D shares of the Overland Variable Rate
Government Fund and shares of the Short-Term Government-Corporate Income Fund
and Short-Term Municipal Income Funds, dated May 1, 1997.
Prospectus for Institutional Class shares of the Overland Money Market
Mutual and U.S. Treasury Money Market Mutual Funds and shares of the National
Tax-Free Institutional Money Market Funds, dated May 1, 1997.
Prospectus for the Class A shares of the Overland Money Market and U.S.
Treasury Money Market Funds and shares of the California Tax-Free Money Market
Mutual Funds, dated May 1, 1997.
Prospectus for shares of the Overland Sweep Fund, dated May 1, 1997.
4
<PAGE>
Prospectus for Class A and Class D shares of the Overland California Tax-
Free Bond, Municipal Income and U. S. Government Income Funds, dated May 1,
1997.
Statement of Additional Information for the Overland Index Allocation, U.S.
Government Income and California Tax-Free Bond Funds, dated May 1, 1997.
Statement of Additional Information for the Overland California Tax-Free
Money Market, Money Market and U.S. Treasury Money Market Funds, dated May 1,
1997.
Statement of Additional Information for the Overland Municipal Income Fund,
dated May 1, 1997.
Statement of Additional Information for the Overland National Tax-Free
Institutional Money Market Fund, dated May 1, 1997.
Statement of Additional Information for the Overland Sweep Fund, dated May
1, 1997.
Statement of Additional Information for the Overland Short-Term Government-
Corporate Income and Short-Term Municipal Income Funds, dated May 1, 1997.
Statement of Additional Information for the Overland Small Cap Strategy
Fund, dated May 1, 1997.
Statement of Additional Information for the Overland Strategic Growth Fund,
dated May 1, 1997.
Statement of Additional Information for the Overland Variable Rate
Government Fund, dated May 1, 1997.
Audited financial statements and related independent auditors report for
the Overland California Tax-Free Bond, California Tax-Free Money Market, Index
Allocation, Municipal Income, National Tax-Free Institutional Money Market,
Overland Sweep, Short-Term Government-Corporate Income, Short-Term Municipal
Income, Small Cap Strategy, Strategic Growth, U.S. Government Income, U.S.
Treasury Money Market and Variable Rate Government Funds, as filed on March 7,
1997 and March 11, 1997.
5
<PAGE>
COMBINED PROXY STATEMENT/PROSPECTUS
("PROXY/PROSPECTUS")
DATED OCTOBER 10, 1997
OVERLAND EXPRESS FUNDS, INC.
c/o OVERLAND EXPRESS SHAREHOLDER SERVICES
P.O. BOX 63084
SAN FRANCISCO, CA 94163
1-800-552-9612
STAGECOACH FUNDS, INC.
c/o STAGECOACH SHAREHOLDER SERVICES
WELLS FARGO BANK, N.A.
P.O. BOX 7066
SAN FRANCISCO, CA 94120-7066
1-800-222-8222
This Proxy/Prospectus is furnished in connection with the solicitation of
proxies by the Board of Directors of Overland Express Funds, Inc. ("Overland")
in connection with a Special Meeting of Shareholders to be held at 2:00 P.M.
Central Time on November 20, 1997 at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201. This Special Meeting and any
adjournment(s) are referred to as the "Meeting." The Meeting has been called
to consider the following two proposals, and to conduct such other business as
may come before the Meeting.
FIRST, shareholders of each Overland portfolio will be asked to approve a
proposed Agreement and Plan of Consolidation dated October , 1997 (the
"Consolidation Agreement") between Overland and Stagecoach Funds, Inc.
("Stagecoach"), another investment company advised by Wells Fargo Bank, N.A.
("Wells Fargo Bank"). The Consolidation Agreement provides for the transfer of
the assets and stated liabilities of the 14 Overland portfolios (the "Overland
Portfolios") to corresponding investment portfolios of Stagecoach (the
"Stagecoach Funds") in exchange for shares of equal value of designated
classes of the Stagecoach Funds (the "Consolidation"). As a result of the
Consolidation, shareholders of the Overland Portfolios will become
shareholders of the Stagecoach Funds.
SECOND, Class D shareholders of the Overland California Tax-Free Bond,
Municipal Income and U.S. Government Income Funds will be asked to authorize
the proper officers of Overland to approve an increase in the maximum fee
payable under the Rule 12b-1 Distribution Plan for the designated class of the
corresponding Stagecoach Fund.
This Proxy/Prospectus is Overland's Proxy Statement for the Special Meeting
of Shareholders and sets forth concisely the information that an Overland
shareholder should know before voting. It should be retained for future
reference. It is also Stagecoach's Prospectus for the shares of certain
Stagecoach Funds that are to be issued in the Consolidation. Additional
information is set forth in the Statement of Additional Information dated
October 10, 1997. Each of these documents is on file with the Securities and
Exchange Commission, and is available without charge by calling 1-800-572-7797
or writing Overland at the address above. The information contained in the
Statement of Additional Information is incorporated by reference into this
Proxy/Prospectus. This Proxy/Prospectus and the Statement of Additional
Information are sometimes referred to together as the "Voting Materials."
THE SECURITIES OF THE STAGECOACH FUNDS OFFERED HEREBY HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROXY/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
1
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY/PROSPECTUS AND IN THE
MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY OVERLAND, STAGECOACH OR THEIR RESPECTIVE SPONSORS AND
DISTRIBUTORS.
AN INVESTMENT IN A STAGECOACH MONEY MARKET FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE
STAGECOACH MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE.
SHARES OF OVERLAND AND STAGECOACH ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, WELLS FARGO BANK OR ANY OTHER BANK, AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE DISTRIBUTOR OF
OVERLAND AND STAGECOACH IS STEPHENS INC.
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY................................................................ 4
I.About the Proposed Consolidation................................... 4
A.The Consolidation Agreement...................................... 4
B.Purpose of the Consolidation..................................... 4
C.Overview of Stagecoach and Overland.............................. 4
D.Risk Factors..................................................... 5
E.Federal Income Tax Consequences.................................. 6
F.Board Consideration.............................................. 6
II.About The Proposed Rule 12b-1 Fee Increase for Certain Stagecoach
Funds.............................................................. 6
A.The Proposed Increase............................................ 6
B.Purpose of the Increase.......................................... 7
C.Board Consideration.............................................. 7
III.Voting Information................................................. 7
I.ABOUT THE PROPOSED CONSOLIDATION..................................... 8
Description of the Consolidation Agreement......................... 8
Overall Purpose of the Consolidation............................... 9
Organization of Overland and Stagecoach............................ 9
Capitalization of Each Portfolio and Fund.......................... 10
Comparison of Investment Objectives and Policies................... 11
Comparison of Total Expense Ratios................................. 12
Investment Adviser and Other Service Providers..................... 13
Shareholder Transactions and Services.............................. 15
Federal Income Tax Consequences.................................... 15
Board Consideration................................................ 16
Other Information.................................................. 16
II.ABOUT THE PROPOSED RULE 12B-1 FEE INCREASE.......................... 17
Description of the Fee Increase.................................... 17
Reasons for the Fee Incease........................................ 17
Board Consideration................................................ 16
Other Information..................................................
III.INFORMATION RELATING TO VOTING MATTERS............................. 19
General Information................................................ 19
Shareholder Approval............................................... 20
Other Business..................................................... 21
IV.OTHER INFORMATION................................................... 21
How to Obtain Additional Information About Stagecoach and Overland. 21
Financial Statements............................................... 22
Miscellaneous...................................................... 22
Shareholder Inquiries.............................................. 22
APPENDICES I-- AGREEMENT AND PLAN OF CONSOLIDATION
II-- INVESTMENT OBJECTIVES AND SIGNIFICANT INVESTMENT POLICIES
III-- EXPENSE SUMMARIES
IV-- SHAREHOLDER TRANSACTIONS AND SERVICES
V-- LIST OF SHAREHOLDERS WITH 5%
OR GREATER OWNERSHIP
VI-- PROPOSED CLASS C RULE 12B-1 PLAN
</TABLE>
3
<PAGE>
SUMMARY
The following is a summary of certain information relating to the proposals
to be considered at the Meeting. More complete information about these
proposals is contained throughout the Voting Materials.
I. ABOUT THE PROPOSED CONSOLIDATION
A. THE CONSOLIDATION AGREEMENT. At a meeting held on July 23, 1997, the
Boards of Directors of Overland and Stagecoach approved a Consolidation
Agreement that provides for (i) the transfer of all of the assets and stated
liabilities of each of the 14 Overland Portfolios to Stagecoach in exchange
for shares of designated classes of the Stagecoach Funds that correspond to
the Overland Portfolios; and (ii) the distribution of these Stagecoach Fund
shares to shareholders of the Overland Portfolios in liquidation of the
Overland Portfolios. The Consolidation Agreement must be approved by a vote of
the shareholders of the Overland Portfolios. The Meeting of Overland's
shareholders to vote on the Consolidation Agreement and other matters is
scheduled for November 20, 1997.
Through the Consolidation, each shareholder of an Overland Portfolio will
become a shareholder of a corresponding Stagecoach Fund. Each Overland
shareholder will hold shares of the corresponding Stagecoach Fund equal in
value to the total value of the shares of the Overland Portfolio held by the
shareholder immediately before the Consolidation. The Consolidation is
expected to occur on or about December 15, 1997. A chart showing the classes
of each Overland Fund and the designated classes of the corresponding
Stagecoach Funds appears on page 8.
Certain of the Overland Portfolios pursue their investment objectives by
investing all of their assets in a master portfolio with the same investment
objectives and policies as the Overland Portfolio. The master portfolios in
turn invest directly in a portfolio of securities. This is sometimes called a
"master-feeder structure." Certain of the Stagecoach Funds invest in the same
master portfolios of the Overland Portfolios and are part of the same master-
feeder structure. If the Consolidation Agreement is approved, the master-
feeder structure will be dissolved and each Stagecoach Fund will invest
directly in a portfolio of securities. The dissolution of the master-feeder
structure, which does not require shareholder approval, is expected to occur
immediately after the proposed Consolidation. For further information, see
"About the Proposed Consolidation."
B. PURPOSE OF THE CONSOLIDATION. The proposed Consolidation is intended to
benefit shareholders by (i) facilitating investment management, administration
and marketing by combining Overland and Stagecoach into a single mutual fund
family with a single brand identity; (ii) improving efficiency, including
potentially achieving economies of sale, greater portfolio diversification and
improved cash flows; and (iii) eliminating duplicative shareholder costs and
market overlap.
C. OVERVIEW OF STAGECOACH AND OVERLAND. Set forth below is a brief
description of certain key features of the Overland Portfolios and Stagecoach
Funds.
Investment Objectives and Policies. The investment objectives and
significant investment policies of each Overland Portfolio, except as set
forth below, are identical or substantially similar to the investment
objectives and policies of the corresponding Stagecoach Fund.
The investment objectives and policies of the Overland Municipal Income Fund
differ in certain respects from those of its corresponding Stagecoach Fund,
the National Tax-Free Fund. Although each Fund invests a very high percentage
of its assets in securities that pay interest that is exempt from federal
income taxes, the Municipal Income Fund normally invests at least 80% of its
assets in securities subject to the alternative minimum tax, while the
National Tax-Free Fund normally invests no more than 20% of its assets in such
securities.
4
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The investment objectives and policies of the Overland U.S. Government Income
Fund differ in certain respects from the investment objectives and policies of
its corresponding Stagecoach Fund, the Ginnie Mae Fund. The U.S. Government
Income Fund invests primarily in obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities ("U.S. Government securities").
The Ginnie Mae Fund currently invests primarily in mortgage pass-through
securities guaranteed by the Government National Mortgage Association ("Ginnie
Mae securities"). Stagecoach's Board of Directors has approved a change to this
investment policy so that, upon completion of the Consolidation, the Ginnie Mae
Fund will no longer invest primarily in Ginnie Mae securities. Rather, the
Ginnie Mae Fund will invest principally in a broader range of mortgage pass-
through securities issued or guaranteed by the U.S. government, its agencies
and instrumentalities, consisting primarily of Ginnie Mae, Federal National
Mortgage Association and Federal Home Loan Mortgage Corporation securities, and
will change its name to the "U.S. Government Income Fund." In short, although
the investment policies of this Overland Portfolio and Stagecoach Fund will be
similar, the Stagecoach Fund will be required to maintain a higher percentage
of its assets in mortgage-related U.S. Government securities.
For additional information about the similarities and differences, if any,
between the investment objectives and significant investment policies of each
Overland Portfolio and Stagecoach Fund, see the section herein entitled
"Comparison of Investment Objectives and Policies" and Appendix II.
Operating Expenses and Service Providers. With two exceptions, the pro forma
total operating expense ratio of each Stagecoach Fund will be equal to or less
than the current expense ratio of the corresponding Overland Portfolio. The pro
forma total operating expense ratio will be slightly higher for the Stagecoach
California Tax-Free Money Market Mutual Fund and Aggressive Growth Fund than
the current expense ratio for the corresponding Overland California Tax-Free
Money Market Mutual Fund and Strategic Growth Fund. The current and pro forma
total operating expense ratios for each Overland Portfolio and Stagecoach Fund
are shown on page 14. A more detailed breakdown of the expense ratios for each
Portfolio and Fund is included in Appendix III.
The Overland Portfolios and Stagecoach Funds have identical investment
advisers, administrators, distributors, transfer agents and independent
auditors as discussed under "Investment Adviser and Other Service Providers."
Purchase, Redemption and Other Procedures. The purchase, redemption,
dividend, exchange and other policies and procedures of the Stagecoach Funds
and Overland Portfolios are substantially similar. The Class A shares of
certain Stagecoach Funds have a higher front-end sales charge than the
corresponding Overland Portfolios. If you hold shares of an Overland Portfolio
that are represented by a share certificate, the certificate must be
surrendered to Stagecoach for cancellation before the Stagecoach Fund shares
issued to you in the Consolidation may be exchanged, redeemed, transferred or
issued in certificated form. Information concerning these policies and
procedures is discussed further under "Shareholder Transactions and Services"
and in Appendix IV.
D. RISK FACTORS. Because of the similarities of the investment objectives and
policies of the Overland Portfolios and the corresponding Stagecoach Funds,
management believes that an investment in a Stagecoach Fund will generally
involve risks that are similar to those of the corresponding Overland
Portfolio. Some of these risks are common to all mutual fund investments, such
as the risk that the value of your investment may decrease or that the fund may
not achieve its investment objective. Other risks are those typically
associated with investing in funds that invest in the particular markets in
which these Portfolios and Funds invest.
For example, the stock investments of the Portfolios and Funds are subject to
equity market risk. Equity market risk is the possibility that common stock
prices will fluctuate or decline over short or even extended periods. The U.S.
stock market tends to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline.
5
<PAGE>
Also, the debt instruments in which the Portfolios and Funds invest are
subject to credit and interest rate risk. 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. 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 invest. The value of the debt instruments generally changes
inversely to market interest rates. Debt securities with longer maturities,
which tend to produce higher yields, are subject to potentially greater
increases and declines in value than obligations with shorter maturities.
Certain Portfolios and Funds may seek to achieve their investment objectives
through investments in securities of foreign issuers that involve risks not
typically associated with U.S. issuers; debt securities within the lowest
investment grade ratings category which have speculative characteristics; and
certain options, futures and currency swap strategies. The policy of
Overland's and Stagecoach's state tax-exempt Portfolios and Funds to invest
primarily in municipal obligations of a particular state, and the status of
each such portfolio as a non-diversified Portfolio or Fund, presents greater
risks than diversified Portfolios or Funds. The risks associated with these
investments are described in greater detail in the Prospectus and Statement of
Additional Information for each Portfolio and Fund.
Although the money market Portfolios and Funds offered by Overland and
Stagecoach seek to maintain a stable net asset value of $1.00 per share, there
is no assurance they will be able to do so. The price per share of the non-
money market Portfolios and Funds will fluctuate with changes in value of
their investments.
E. FEDERAL INCOME TAX CONSEQUENCES. The Consolidation will not result in a
gain or loss for Federal income tax purposes to the Overland Portfolios, the
Stagecoach Funds or their respective shareholders. See "Federal Income Tax
Consequences" for additional information.
F. BOARD CONSIDERATION. In reviewing the proposed Consolidation, the Boards
of Overland and Stagecoach considered the potential impact of the
Consolidation on their respective shareholders. The Boards considered, among
other things, (i) the terms and conditions of the Consolidation Agreement,
including those provisions intended to avoid the dilution of shareholder
interests; (ii) the potential marketing and shareholder benefits obtained by
having a combined mutual fund complex with a single brand identity; (iii) the
similarity of the investment objectives and significant investment policies of
the Portfolios and the Funds; (iv) the historical investment performance of
the Portfolios and the Funds; (v) the historical and projected operating
expenses of the Portfolios and the Funds; and (vii) the prospects for long-
term viability of the Portfolios and Funds. See "Information Relating to the
Proposed Consolidation--Board Consideration."
Based upon their evaluation of these factors, and in light of their
fiduciary duties under federal and state law, the Boards of Directors of
Overland and Stagecoach, including all of the non-interested members of each
Board, have determined that the proposed Consolidation is in the best
interests of the shareholders of each Overland Portfolio and each Stagecoach
Fund, respectively, and that the interests of the shareholders of the
respective Portfolios and Funds will not be diluted as a result of the
Consolidation. OVERLAND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
OVERLAND SHAREHOLDERS VOTE FOR THE CONSOLIDATION AGREEMENT.
II. ABOUT THE PROPOSED RULE 12b-1 FEE INCREASE FOR CERTAIN STAGECOACH FUNDS
A. THE PROPOSED INCREASE. Through the Consolidation, the Class D
shareholders of the Overland California Tax-Free Bond, Municipal Income and
U.S. Government Income Funds will receive Class C shares of the Stagecoach
California Tax-Free Bond, National Tax-Free and Ginnie Mae (to be renamed the
U.S. Government Income) Funds. Each of these Stagecoach Funds currently has in
place a Distribution Plan (the "Plan") under Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"). The Plan permits each of these
Stagecoach Funds to compensate or reimburse Stephens Inc. ("Stephens") for
providing distribution-related services and expenses (such as the preparation,
printing and distribution of sales literature and promotional materials) on
behalf of the Class C shares. Currently, each of these Stagecoach Funds is
authorized to pay up to 0.50% of the average daily net assets attributable to
its Class C shares for distribution-related services.
6
<PAGE>
Class D shareholders of the California Tax-Free Bond, Municipal Income and
U.S. Government Income Funds are being asked to authorize the proper officers
of Overland to approve a 0.25% increase to the maximum level of distribution
fees payable under the corresponding Stagecoach Fund's Class C Rule 12b-1
Plan. The new maximum fee payable would be 0.75% of the average daily net
assets of the Class C shares.
B. PURPOSE OF THE INCREASE. The proposed increase is intended to enhance the
prospects for the long-term viability of the Stagecoach California Tax-Free
Bond, National Tax-Free and Ginnie Mae (U.S. Government Income) Funds by
ensuring that broker-dealers and other selling agents have sufficient
incentives to promote the sale and retention of these shares. It is believed
that the increased incentives should facilitate the growth of these Funds by
bringing new assets into the Funds and reducing redemption rates.
Although the maximum fee payable by the Class C shares under the Rule 12b-1
Plans will increase, Wells Fargo Bank and Stephens have agreed to waive
various fees and expenses through December 1998, so that the level of total
operating expenses payable by the Overland Class D shareholders will not
increase during such period. A shareholder can vote to approve the
Consolidation without voting to approve an increase to the distribution fee
payable under the Class C Rule 12b-1 Plans.
C. BOARD CONSIDERATION. In considering an increase to the maximum
distribution fees payable under the Plans, the Overland and Stagecoach Boards
of Directors considered, among other things: (i) the costs and potential
benefits of the proposed increase; (ii) whether the fee increase could be
reasonably expected to assist in the marketing and retention of Class C
shares; and (iii) the advantages to each Fund and its shareholders that could
reasonably be expected to result from providing competitive distribution
pricing for the Class C shares. The Directors also recognized and considered
that possible benefits may be realized by the Funds' service providers,
including Wells Fargo Bank and Stephens, as a result of approvals of the
increased fee level under the adoption of each Plan. The Directors determined
that the ability to compensate broker-dealers and other selling agents at more
competitive levels for distribution-related activities is likely to result in
higher levels of sales and lower levels of redemptions of Stagecoach Fund
shares than would otherwise occur.
Based upon their evaluation of the information presented to them, the Board
of Directors of Overland and Stagecoach, including all non-interested
Directors, have determined that the proposed increase in the maximum amount
payable under the Class C Rule 12b-1 Plan is in the best interests and is
reasonably likely to benefit the Class C shareholders and each Fund.
OVERLAND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CLASS D
SHAREHOLDERS OF THE OVERLAND CALIFORNIA TAX-FREE BOND, MUNICIPAL INCOME AND
U.S. GOVERNMENT INCOME FUNDS VOTE FOR THE PROPOSAL TO AUTHORIZE THE PROPER
OFFICERS OF OVERLAND TO APPROVE AN INCREASE IN THE MAXIMUM FEE PAYABLE UNDER
THE CLASS C RULE 12b-1 PLAN.
III. VOTING INFORMATION.
This Proxy/Prospectus is being furnished in connection with the solicitation
of proxies by Overland's Board of Directors for the Meeting. Only shareholders
of record at the close of business on SEPTEMBER 30, 1997 will be entitled to
vote at the Meeting. Each whole or fractional share is entitled to a whole or
fractional vote. Shares represented by a properly executed proxy will be voted
in accordance with the instructions thereon or, if no specification is made,
the persons named as proxies will vote in favor of each proposal set forth in
the Notice of Meeting. Proxies may be revoked at any time before they are
exercised by attending the meeting and voting in person or by submitting to
Overland (i) a written notice of revocation or (ii) a subsequently executed
proxy. For additional information, including a description of the shareholder
votes required for approval of the proposals to be considered at the Meeting,
see "Information Relating to Voting Matters."
7
<PAGE>
I. ABOUT THE PROPOSED CONSOLIDATION
Important information about the Consolidation and the Consolidation
Agreement is summarized below. This summary is qualified by reference to the
Consolidation Agreement, a copy of which is attached as Appendix I.
DESCRIPTION OF THE CONSOLIDATION AGREEMENT. The Consolidation Agreement
provides that at the closing of the Consolidation (the "Closing") the assets
and stated liabilities of the Overland Portfolios will be transferred to
corresponding Stagecoach Funds in exchange for full and fractional shares of
designated classes of the Stagecoach Funds as shown below. Certain Overland
Portfolios will be reorganized with existing Stagecoach Funds, while others
will be reorganized with newly created Stagecoach Funds.
OVERLAND/STAGECOACH FUNDS CONSOLIDATION MAP
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS - EXISTING STAGECOACH FUNDS -
CLASSES EXISTING OR NEW CLASSES
------------------------ ---------------------------
<S> <C>
California Tax-Free California Tax-Free Bond--A and C
Bond--A and D
California Tax-Free California Tax-Free Money Market Mutual
Money Market
Money Market--A and Prime Money Market Mutual--A and Administrative
Institutional
Municipal Income--A and D National Tax-Free--A and C
National Tax-Free National Tax-Free Money Market Mutual--Institutional
Institutional Money
Market
Small Cap Strategy--A Small Cap--A and C
and D
Strategic Growth--A and D Aggressive (Strategic) Growth--A and C
U.S. Government Income-- Ginnie Mae (U.S. Government Income)--A and C
A and D
U.S. Treasury Money Treasury Money Market Mutual--A and Administrative
Market--A and
Institutional
<CAPTION>
OVERLAND EXPRESS FUNDS--
CLASSES NEW STAGECOACH FUNDS--CLASSES
------------------------ -----------------------------
<S> <C>
Index Allocation--A and D Index Allocation--A and C
Overland Sweep Overland Sweep
Short-Term Government- Short-Term Government-Corporate Income
Corporate Income
Short-Term Municipal Short-Term Municipal Income
Income
Variable Rate Variable Rate Government--A and C
Government--A and D
</TABLE>
The shares issued by Stagecoach in the Consolidation will have an aggregate
value equal to the aggregate value of the shares of the respective Overland
Portfolios that are outstanding immediately before the Closing.
Immediately after the transfer of their assets and stated liabilities in
exchange for Stagecoach Fund shares, the Overland Portfolios will distribute
the shares of the Stagecoach Funds received in the Consolidation to their
shareholders in liquidation of the Overland Portfolios and in exchange for the
outstanding shares of the Overland Portfolios. Each shareholder owning shares
of a particular Overland Portfolio at the Closing will receive shares of the
designated class of the corresponding Stagecoach Fund (as specified in the
foregoing table) of equal value, and will receive any unpaid dividends or
distributions that were declared before the Closing on Overland Portfolio
shares. Stagecoach will establish an account for each former shareholder of
the Overland Portfolios reflecting the appropriate number of Stagecoach Fund
shares distributed to the shareholder. These accounts will be identical in all
material respects to the accounts currently maintained by Overland for each
shareholder. Share certificates will not be issued unless requested by the
shareholder.
Upon completion of the Consolidation, all outstanding shares of the Overland
Portfolios will be canceled, and Overland will wind up its affairs, be
deregistered as an investment company under the 1940 Act and be dissolved
under Maryland law. The stock transfer books of the Overland Portfolios will
be permanently closed as of the close of business on the business day
immediately preceding the Closing. Exchange or redemption
8
<PAGE>
requests received thereafter will be deemed to be exchange or redemption
requests for shares of the Stagecoach Funds distributed to the former
shareholders of the Overland Portfolios. If any shares of the Overland
Portfolios are represented by an unsurrendered share certificate, the
certificate must be surrendered to Stagecoach before the Stagecoach Fund shares
issued to a shareholder in the Consolidation may be redeemed, exchanged,
transferred or issued in certificated form.
Each of the Overland Sweep, National Tax-Free Institutional Money Market,
Short-Term Government-Corporate Income, Short-Term Municipal Income, Small Cap
and Strategic Growth Funds pursues its investment objective by investing all of
its assets in a master portfolio with the same investment objective and
policies as the corresponding Overland Portfolio. Each master portfolio in turn
invests directly in a portfolio of securities. This type of structure is
sometimes called a "master-feeder structure." Certain of the Stagecoach Funds
corresponding to these Overland Portfolios invest in the same master portfolios
as the Overland Portfolios and may be considered part of the same master-feeder
structure. If the Consolidation Agreement is approved, the existing master-
feeder structure will be dissolved and each Stagecoach Fund will invest
directly in a portfolio of securities. The dissolution of the master-feeder
structure, which does not require shareholder approval, is expected to occur
immediately after the proposed Consolidation. The Stagecoach Funds that
correspond to the Overland Sweep, Short-Term Government-Corporate Income and
Short-Term Municipal Income Funds are new Funds that do not use the master-
feeder structure.
Wells Fargo Bank and Stephens have undertaken to bear any Consolidation
expenses incurred by the Overland Portfolios and Stagecoach Funds, including
the costs associated with the Meeting and the Voting Materials.
OVERALL PURPOSE OF THE CONSOLIDATION. The overall purpose of the
Consolidation is to facilitate investment management, administration and
marketing by combining the Overland Portfolios and the Stagecoach Funds into a
single mutual fund family with a single brand identity. Although some of these
benefits will accrue to the investment adviser, administrator and distributor
of the Funds, some will be passed through to shareholders. The benefits passed
through to shareholders are expected to include potential economies of scale
(for example, reductions in operating expense levels), greater portfolio
diversification and improved cash flows. Shareholders also will have more
convenient access to a larger mutual fund family that, after the Consolidation,
will include over 30 Funds.
ORGANIZATION OF OVERLAND AND STAGECOACH. Both Overland and Stagecoach are
registered as open-end management investment companies under the 1940 Act.
Currently, Overland offers 14 Portfolios. Immediately after the Consolidation,
Stagecoach expects to offer 32 separate Funds.
Overland and Stagecoach are each organized as Maryland Corporations, and each
is subject to the provisions of its respective Articles of Incorporation and
By-Laws. Shares of the Overland Portfolios and the Stagecoach Funds each have a
par value of $.001 per share. Shares of the Overland Portfolios and Stagecoach
Funds are entitled to one vote for each full share held and fractional votes
for fractional shares held, and will vote in the aggregate and not by portfolio
or class except as otherwise required by law or when class voting is permitted
by its Board of Directors. Each Overland Portfolio will vote separately to
approve the Consolidation Agreement. Shares of the Overland Portfolios and
Stagecoach Funds have no pre-emptive rights and have only such conversion and
exchange rights as the Board of Directors of Overland or the Board of Directors
of Stagecoach, respectively, may grant in their discretion. When issued for
payment as described in their respective prospectuses, Stagecoach Fund shares
and Overland Portfolio shares are fully paid and non-assessable.
Each share of a class of an Overland Portfolio or Stagecoach Fund represents
an equal proportionate interest in a particular Portfolio or Fund with other
shares of the same class. Each share is entitled to cash dividends and
distributions earned on such shares as may be declared in the discretion of The
Board of Directors. Shares of each class bear a pro rata portion of all
operating expenses paid by a Portfolio or Fund, except that certain expenses
relating to class-specific services (such as distribution and shareholder
servicing fees) may be allocated to a particular class.
9
<PAGE>
The Class D shares of Overland and the Class C shares of Stagecoach each are
subject to a contingent deferred sales charge if redeemed within one year and
have the same general distribution fee structure. In this respect, there are
no material differences between the Class D and Class C shares, and the Class
D shares are simply being "renamed" Class C shares.
Institutional Class shares of the Overland Money Market and U.S. Treasury
Money Market Funds will be reorganized into Administrative Class shares of the
Stagecoach Prime Money Market Mutual and Treasury Money Market Mutual Funds,
respectively. The single class shares of the National Tax-Free Institutional
Money Market Fund will be reorganized into the Institutional Class shares of
the Stagecoach National Tax-Free Money Market Mutual Fund. These classes of
shares [ARE ALL AVAILABLE ONLY TO INSTITUTIONAL INVESTORS, AND] do not have
initial or contingent-deferred sales charges.
The Class A shares of both the Overland Portfolios and the Stagecoach Funds
are subject to front-end sales charges at the time of purchase. The front-end
sales charges vary among specific groupings of funds, and are described in
detail, along with a description of exchange privileges and other information
applicable to the Class A shares, in Appendix III.
CAPITALIZATION OF EACH PORTFOLIO AND FUND. The following table shows the
total net assets, number of shares outstanding and net asset value per share
of the nine Overland Portfolios that are being consolidated into existing
Stagecoach Funds. This information is generally referred to as the
"capitalization" of each Portfolio or Fund. The term "pro forma
capitalization" simply means the capitalization of the combined Overland and
Stagecoach Funds as if the Consolidation had already occurred.
The following table sets forth as of August 31, 1997 (i) the capitalization
of each of these nine Overland Portfolios; (ii) the capitalization of the
corresponding Stagecoach Fund; and (iii) the pro forma capitalization of each
Stagecoach Fund adjusted to give effect to the Consolidation. The ongoing
investment performance and daily share purchase and redemption activity of
each Portfolio and Fund affects capitalization. Therefore, the capitalization
of each Overland Portfolio and existing Stagecoach Fund on the Closing Date is
likely to vary from the capitalization shown in the following table.
The five remaining Overland Portfolios will be reorganized into five new
Stagecoach Funds that are being created in connection with the Consolidation.
Since these new "shell" Funds will have nominal assets and liabilities before
the Consolidation, information on the capitalization of these five Overland
Portfolios and the "shell" Funds is not presented.
10
<PAGE>
TABLE I
PRO FORMA CAPITALIZATION TABLE AS OF AUGUST 31, 1997
<TABLE>
<CAPTION>
NET ASSET
[DRAFT] SHARES VALUE
TOTAL NET ASSETS OUTSTANDING PER SHARE
---------------- ----------- ---------
<S> <C> <C> <C>
Overland Cal. Tax-Free Bond Class A $ 2 3,000,000 [ ] $[ ]
Stagecoach Cal. Tax-Free Bond Class A $ 280,300,000 [ ] $[ ]
PRO FORMA CAL. TAX-FREE BOND CLASS A $ 503,300,000 [ ] $[ ]
Overland Cal. Tax-Free Bond Class D $ 5,700,000 [ ] $[ ]
Stagecoach Cal. Tax-Free Bond Class C $ 0 0 n/a
PRO FORMA CAL. TAX-FREE BOND CLASS C $ 5,700,000 [ ] $[ ]
Overland Cal Tax-Free Money Market $ 429,000,000 [ ] $[ ]
Stagecoach Cal Tax-Free Money Market
Mutual $1,300,000,000 [ ] $[ ]
PRO FORMA CAL. TAX-FREE MONEY MARKET
MUTUAL $1,729,000,000 [ ] $[ ]
Overland Money Market Class A $ 589,300,000 [ ] $[ ]
Stagecoach Prime Money Market Mutual
Class A $ 252,900,000 [ ] $[ ]
PRO FORMA PRIME MONEY MARKET MUTUAL
CLASS A $ 842,200,000 [ ] $[ ]
Overland Money Market Institutional
Class $ 685,300,000 [ ] $[ ]
Stagecoach Prime Money Market Mutual
Administrative Class $ 0 0 $[ ]
PRO FORMA PRIME MONEY MARKET MUTUAL
ADMINISTRATIVE CLASS $ 685,300,000 [ ] $[ ]
Overland Municipal Income Class A $ 40,000,000 [ ] $[ ]
Stagecoach National Tax-Free Class A $ 4,400,000 [ ] $[ ]
PRO FORMA NATIONAL TAX-FREE CLASS A $ 44,400,000 [ ] $[ ]
Overland Municipal Income Class D $ 8,600,000 [ ] $[ ]
Stagecoach National Tax-Free Class C $ 0 0 n/a
PRO FORMA NATIONAL TAX-FREE CLASS C $ 8,600,000 [ ] $[ ]
Overland National Tax-Free Inst. Money
Market $ 89,800,000 [ ] $[ ]
Stagecoach National Tax-Free Money
Market Mutual
Institutional Class $ 0 0 $[ ]
PRO FORMA NATIONAL TAX-FREE MONEY MARKET
MUTUAL
INSTITUTIONAL CLASS $ 89,800,000 [ ] $[ ]
Overland Small Cap Strategy Class A $ 2,900,000 [ ] $[ ]
Stagecoach Small Cap Class A $ 5,200,000 [ ] $[ ]
PRO FORMA SMALL CAP CLASS A $ 8,100,000 [ ] $[ ]
Overland Small Cap Strategy Class D $ 2,000,000 [ ] $[ ]
Stagecoach Small Cap Class C $ 0 0 n/a
PRO FORMA SMALL CAP CLASS C $ 2,000,000 [ ] $[ ]
Overland Strategic Growth Class A $ 121,500,000 [ ] $[ ]
Stagecoach Aggressive Growth Class A $ 37,000,000 [ ] $[ ]
PRO FORMA AGGRESSIVE GROWTH CLASS A $ 158,500,000 [ ] $[ ]
Overland Strategic Growth Class D $ 42,400,000 [ ] $[ ]
Stagecoach Aggressive Growth Class C $ 0 0 n/a
PRO FORMA AGGRESSIVE GROWTH CLASS C $ 42,400,000 [ ] $[ ]
Overland U.S. Government Income Class
A $ 80,000,000 [ ] $[ ]
Stagecoach Ginnie Mae Class A $ 128,100,000 [ ] $[ ]
PRO FORMA GINNIE MAE CLASS A $ 208,100,000 [ ] $[ ]
Overland U.S. Government Income Class
D $ 1,700,000 [ ] $[ ]
Stagecoach Ginnie Mae Class C $ 0 0 n/a
PRO FORMA GINNIE MAE CLASS C $ 1,700,000 [ ] $[ ]
Overland U.S. Treasury Money Market
Class A $ 294,100,000 [ ] $[ ]
Stagecoach Treasury Money Market
Mutual Class A $ 69,000,000 [ ] $[ ]
PRO FORMA TREASURY MONEY MARKET MUTUAL
CLASS A $ 363,100,000 [ ] $[ ]
Overland U.S. Treasury Money Market
Institutional Class $ 177,500,000 [ ] $[ ]
Stagecoach Treasury Money Market
Mutual
Administrative Class $ 0 0 n/a
PRO FORMA TREASURY MONEY MARKET MUTUAL
ADMINISTRATIVE CLASS $ 177,500,000 [ ] $[ ]
</TABLE>
11
<PAGE>
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES. The investment objectives
and policies of each Overland Portfolio, except as described below, are
identical or substantially similar to those of its corresponding Stagecoach
Fund.
The investment objectives and policies of the Overland Municipal Income Fund
differ in certain respects from those of its corresponding Stagecoach Fund, the
National Tax-Free Fund. Although each Fund invests a very high percentage of
its assets in securities that pay interest that is exempt from federal income
taxes, the Municipal Income Fund normally invests at least 80% of its assets in
securities subject to the alternative minimum tax while the National Tax-Free
Fund normally invests no more than 20% of its assets in such securities.
The investment objectives and policies of the Overland U.S. Government Income
Fund differ in certain respects from the investment objectives and policies of
its corresponding Stagecoach Fund, the Ginnie Mae Fund. The U.S. Government
Income Fund invests primarily in U.S. government securities. The Ginnie Mae
Fund currently invests primarily in Ginnie Mae securities. Stagecoach's Board
of Directors has approved a change to this investment policy so that, upon
completion of the Consolidation, the Ginnie Mae Fund will no longer invest
primarily in Ginnie Mae securities. Rather, the Ginnie Mae Fund will invest
principally in a broader range of mortgage pass-through securities issued or
guaranteed by the U.S. government, its agencies and instrumentalities,
consisting primarily of Ginnie Mae, Federal National Mortgage Association and
Federal Home Loan Mortgage Corporation securities, and will change its name to
the "U.S. Government Income Fund." In short, although the investment policies
of this Overland Portfolio and Stagecoach Fund will be similar, the Stagecoach
Fund will be required to maintain a higher percentage of its assets in
mortgage-related U.S. Government securities.
The investment objectives and policies of the Overland Sweep, Short-Term
Government-Corporate Income, Short-Term Municipal Income, Index Allocation and
Variable Rate Government Funds are identical to the investment objectives and
policies of the corresponding Stagecoach "shell" Funds that are being created
in connection with the Consolidation; except for changes relating to the
dissolution of the master-feeder structure for the first three of these
Portfolios. The investment objectives and policies of the National Tax-Free
Institutional Money Market, Small Cap Strategy and Strategic Growth Funds are
identical to the investment objectives and policies of the corresponding
Stagecoach Funds because prior to the Consolidation these Overland Portfolios
and Stagecoach Funds were part of the same master-feeder structure and invested
their assets in the same Master Portfolio. Upon completion of the Consolidation
the Stagecoach Aggressive Growth Fund will change its name to the "Strategic
Growth Fund."
Additional information about the Portfolios' and Funds' investment objectives
and policies is contained in Appendix II hereto and in the prospectus and
statement of additional information for each Portfolio and Fund. To obtain a
prospectus or statement of additional information call 1-800-572-7797 or see
"How to Obtain Additional Information About Stagecoach and Overland" below.
COMPARISON OF TOTAL EXPENSE RATIOS. As with all mutual funds, each class of
the Overland Portfolios and Stagecoach Funds incurs various costs and expenses
in connection with its daily activities. The total of these costs and expenses
is the "total expense ratio" and is expressed as a percentage of the average
daily net assets of each class. With two exceptions, the total expense ratio of
each Stagecoach Fund after giving effect to the Consolidation (sometimes called
the "pro forma total expense ratio") will be equal to or less than the current
total expense ratio of the corresponding Overland Portfolio. The pro forma
total expense ratio will be 0.02% higher for each class of the combined
Stagecoach California Tax-Free Money Market Mutual Fund and the Aggressive
(Strategic) Growth Fund than the total operating expense ratio for the
corresponding class of the corresponding Overland Portfolios.
12
<PAGE>
In several instances, the individual itemized expense amounts that make up
the Fund's total expense ratio differ from those that make up the
corresponding Portfolio's total expense ratio. For example, the Stagecoach
Overland Sweep Fund will pay a higher investment advisory fee, but a lower
Rule 12b-1 distribution fee, than the corresponding Overland Portfolio. The
total expense ratio of the Stagecoach Overland Sweep Fund, however, will be
the same immediately after the Consolidation as that of the corresponding
Overland Portfolio immediately before the Consolidation.
In addition, in some instances, different rates of fee waivers and expense
reimbursements will apply. In these situations, the maximum contractual or
plan fee rates payable by a Stagecoach Fund may be more or less, in the
aggregate, than the maximum rates payable by the corresponding Overland
Portfolio. As noted above, however, with only two exceptions, the pro forma
total operating expense ratio of each Stagecoach Fund (which measures the
amounts actually being paid after waivers and reimbursements) immediately
after the Consolidation will be equal to or less than the ratio of the
corresponding Overland Portfolio.
A more detailed breakdown of the expense ratios for each Portfolio and Fund,
including information about fee waivers and expense reimbursements, is
included in Appendix III.
The following table shows (i) the current total expense ratio for each Class
of the Overland Portfolios, after fee waivers and reimbursements, and (ii) the
pro forma total expense ratio of the corresponding Stagecoach Funds, based
upon the fee arrangements, including waivers and reimbursements, that will be
in place upon consummation of the Consolidation. All fee rates are annualized
and are expressed as a percentage of average daily net assets. Detailed
expense information for each Overland Portfolio and Stagecoach Fund is
included in Appendix III.
13
<PAGE>
TOTAL EXPENSE INFORMATION
<TABLE>
<CAPTION>
CURRENT OVERLAND COMBINED STAGECOACH
FUND TOTAL EXPENSE FUND PRO FORMA
NAME OF RATIO TOTAL EXPENSE RATIO
OVERLAND PORTFOLIO (AFTER WAIVERS) (AFTER WAIVERS)
------------------ ------------------------------------------
<S> <C> <C> <C> <C>
Overland California Tax-Free Bond Fund. Class A 0.74% Class A 0.74%
Class D 1.46% Class C 1.44%
Overland California Tax-Free Money
Market Fund........................... Single 0.63% Single 0.65%
Class Class
Overland Index Allocation Fund......... Class A 1.31% Class A 1.31%
Class D 2.05% Class C 2.05%
Overland Money Market Fund............. Class A 0.65% Class A 0.65%
Inst. Class 0.40% Admin Class 0.40%
Overland Municipal Income Fund......... Class A 0.80% Class A 0.80%
Class D 1.40% Class C 1.40%
Overland National Tax-Free
Institutional Money
Market Fund........................... Single 0.30% Single 0.30%
Class Class
Overland Sweep Fund.................... Single 1.24% Single 1.25%
Class Class
Overland Short-Term Government
Corporate Income Fund................. Single 0.40% Single 0.40%
Class Class
Overland Short-Term Municipal Income
Fund.................................. Single 0.40% Single 0.40%
Class Class
Overland Small Cap Strategy Fund....... Class A 1.35% Class A 1.35%
Class D 2.10% Class C 2.10%
Overland Strategic Growth Fund......... Class A 1.28% Class A 1.30%
Class D 2.00% Class C 2.00%
Overland U.S. Government Income Fund... Class A 0.89% Class A 0.88%
Class D 1.62% Class C 1.58%
Overland U.S. Treasury Money Market
Fund.................................. Class A 0.65% Class A 0.65%
Inst Class 0.40% Admin Class 0.40%
Overland Variable Rate Government Fund. Class A 0.78% Class A 0.78%
Class D 1.28% Class C 1.28%
</TABLE>
INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS. Overland and Stagecoach have
the same service providers. Upon completion of the Consolidation, these
service providers will continue to serve the Stagecoach Funds in the
capacities indicated in the following chart.
SERVICE PROVIDERS FOR THE
OVERLAND PORTFOLIOS AND STAGECOACH FUNDS
<TABLE>
<S> <C>
Investment Adviser Wells Fargo Bank
Sub-Adviser (Overland Barclays Global Fund Advisors Inc.
Index Allocation
and Stagecoach
Asset Allocation only)
Distributor Stephens Inc.
Administrator Wells Fargo Bank
Co-Administrator Stephens Inc.
Custodian Wells Fargo Bank
Fund Accountant Wells Fargo Bank
Transfer Agent Wells Fargo Bank
Independent Auditors KPMG Peat Marwick LLP
</TABLE>
14
<PAGE>
Investment Advisor and Advisory Fees. As investment adviser to Overland and
Stagecoach, Wells Fargo Bank, subject to the supervision of the Boards of
Directors, provides investment guidance and policy direction in connection
with the daily portfolio management of each Overland Portfolio and Stagecoach
Fund. The National Tax-Free Institutional Money Market, Overland Sweep, Short-
Term Government-Corporate Income, Short-Term Municipal Income, Strategic
Growth and Small Cap Strategy Funds of Overland, and the Aggressive Growth,
National Tax-Free Money Market Mutual, and Small Cap Funds of Stagecoach are
"feeder" funds of master portfolios of Master Investment Trust. As such, Wells
Fargo Bank currently is investment adviser to the master portfolios, in which
such Funds invest all their assets and does not provide investment advice
directly to these Funds. Upon completion of the Consolidation, the master-
feeder structure will be dissolved and Wells Fargo Bank will be the direct
investment adviser to all of the Stagecoach Funds.
The advisory fees currently charged to the Overland Portfolios are identical
to the advisory fees applicable to the corresponding Stagecoach Funds, except
for the Overland California Tax-Free Money Market Fund, whose fee is five
basis points (0.05%) lower than the corresponding Stagecoach Fund, and the
Overland Index Allocation Fund. The advisory fee rates for all of the Overland
Portfolios and Stagecoach Funds, as well as the fee rates for certain other
services described below, are listed in the detailed summaries of expense
information in Appendix III.
Wells Fargo Bank, a national bank, is one of the largest banks in the United
States. Wells Fargo Bank was founded in 1852 and is the oldest bank in the
western United States. As of June 30, 1997, various divisions and affiliates
of Wells Fargo Bank provided investment advisory services for approximately
$57 billion of assets of individuals, trusts, estates and institutions. Wells
Fargo Bank also serves as investment adviser or sub-adviser to separately
managed funds of five other open-end management investment companies. Wells
Fargo Bank is a wholly-owned subsidiary of Wells Fargo & Company, a publicly-
held bank holding company.
Distribution, Administration and Shareholder Servicing Arrangements. Each
Overland Portfolio has adopted a Distribution Plan pursuant to Rule 12b-1
under the 1940 Act for its Class A and Class D shares. Each Stagecoach Fund
has adopted a Distribution Plan for its Class A and C shares. The Distribution
Plans, and the related Distribution Agreements, permit each Fund to pay
Stephens for distribution-related services or expenses, such as the printing
and preparation of prospectuses and other materials and the compensation of
selling agents.
The maximum amount payable by the Class A shares of the Overland Portfolios
is the same as the maximum amount payable by the Class A shares of each
corresponding Stagecoach Fund, except as described below. The maximum
distribution fee payable by the Class A shares of the Overland Money Market,
Municipal Income, Small Cap Strategy and U.S. Treasury Money Market Funds is
higher than the maximum amount payable by the Class A shares of the
corresponding Stagecoach Fund.
The maximum amount payable by the Class D shares of the Overland Portfolios
is the same as the maximum amount payable by the Class C shares of each
corresponding Stagecoach Fund. However, Class D shareholders of the Overland
California Tax-Free Bond, Municipal Income and U.S. Government Income Funds
are being asked to approve a 0.25% increase to the maximum distribution fee
payable by the Class C shares of the corresponding Stagecoach Funds. For
additional information, see Appendix III.
The Portfolios and Funds receive administration services from Wells Fargo
Bank, as Administrator, and Stephens, as Co-administrator. The administration
services provided to the Portfolios and Funds include, among other things,
general supervision of each Portfolio's and Fund's operation, coordination of
other services, 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 Directors and officers. For these administration
services, Wells Fargo Bank and Stephens are entitled to receive monthly fees
at the annual rates of 0.04% and 0.02%, respectively, of each Portfolio's and
Fund's average daily net assets.
15
<PAGE>
Certain classes of the Portfolios and 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 Portfolio and 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 an annual percentage of the
average daily net assets attributable to a class of shares owned of record or
beneficially by investors with whom the Shareholder Servicing Agent maintains
a servicing relationship.
The Shareholder Servicing Plans for the Class D shares of the Overland
Portfolios and for the Class C shares of the corresponding Stagecoach Funds
each provide for a fee at the annual rate of up to 0.25% of the average daily
net assets attributable to these classes of shares. The Class A shares of the
Overland Portfolios do not have Shareholder Servicing Plans in place; however,
the Class A shares of the corresponding Stagecoach Funds each have Shareholder
Servicing Plans authorizing an asset-based fee of up to 0.25%, except for the
California Tax-Free Bond, California Tax-Free Money Market Mutual, Ginnie Mae
(U.S. Government Income) and Index Allocation Funds, which have authorized a
fee of up to 0.30%. The Institutional shares of the Overland Money Market and
U.S. Treasury Money Market Funds do not currently pay shareholder servicing
fees, but the Administrative class shares of the corresponding Stagecoach
Funds are authorized to pay shareholder servicing fees of up to [0.15%].
For additional information, see Appendix III.
SHAREHOLDER TRANSACTIONS AND SERVICES. The respective purchase, redemption,
exchange, dividend and other policies and procedures of the Overland
Portfolios and the corresponding Stagecoach Funds are substantially similar.
More detailed information about these policies and procedures is set forth in
Appendix IV. However, there are certain differences. For example, as shown in
Appendix IV, the front-end sales charges applicable to new purchases of Class
A shares of the Stagecoach Funds are in some cases different than the front-
end sales charges applicable to new purchases of Class A Shares of the
Overland Portfolios.
FEDERAL INCOME TAX CONSEQUENCES. Consummation of the Consolidation with
respect to each Overland Portfolio is subject to the condition that Overland
and Stagecoach receive an opinion from Morrison & Foerster LLP. The opinion
will generally state that for Federal income tax purposes: (i) the transfer of
all of the assets and stated liabilities of each Overland Portfolio to its
corresponding Stagecoach Fund in exchange for shares of the Stagecoach Fund
and the distribution of these Stagecoach shares to shareholders of the
Overland Portfolio, as described in the Consolidation Agreement, will
constitute a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code") and each Overland
Portfolio and its corresponding Stagecoach Fund will be a "party to a
reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain
or loss will be recognized by the Overland Portfolios as a result of these
transactions; (iii) no gain or loss will be recognized by the Stagecoach Funds
as a result of these transactions; (iv) no gain or loss will be recognized by
the shareholders of each Overland Portfolio on the distribution to them of
shares of the corresponding Stagecoach Funds in exchange for their shares of
the Overland Portfolios; (v) the basis of Stagecoach Fund shares received by a
shareholder of a Overland Portfolio will be the same as the basis of the
shareholder's Overland Portfolio shares immediately before the Consolidation;
(vi) the basis to each Stagecoach Fund of the assets of the corresponding
Overland Portfolio received pursuant to these transactions will be the same as
the basis of the assets in the hands of the Overland Portfolio immediately
before the Consolidation; (vii) a shareholder's holding period for Stagecoach
Fund shares will be determined by including the period for which the
shareholder held the Overland Portfolio shares exchanged therefor, provided
the shareholder held the Overland Portfolio shares as a capital asset; (viii)
each Stagecoach Fund's holding period with respect to the assets received in
the Consolidation will include the period for which the assets were held by
the corresponding Overland Portfolio; and (ix) each Stagecoach Fund will
succeed to the tax attributes of the corresponding Overland Portfolios
described in Section 381(c) of the Code, subject to conditions and limitations
set forth in the Code.
16
<PAGE>
Stagecoach and Overland have not sought, and will not seek, a private tax
ruling from the Internal Revenue Service ("IRS"). The opinion of counsel is
not binding on the IRS and does not preclude the IRS from adopting a contrary
position. Shareholders may wish to consult their own tax advisers concerning
the potential tax consequences to them, including state and local income tax
consequences, of the Consolidation.
BOARD CONSIDERATION. The Boards of Directors of Overland and Stagecoach
unanimously voted to approve the Consolidation Agreement at a joint meeting
held on July 23, 1997. In reviewing the proposed Consolidation, the Boards of
Overland and Stagecoach considered the potential impact of the Consolidation
on their respective shareholders. The Boards considered, among other things,
(i) the terms and conditions of the Consolidation Agreement, including those
intended to avoid the dilution of shareholder interests; (ii) the potential
marketing and shareholder benefits obtained by having a combined mutual fund
complex with a single brand identity; (iii) the similarity of the investment
objectives and significant policies and restrictions of the Portfolios and the
Funds; (iv) the historical investment performance of the Portfolios and the
Funds; (v) the historical and projected investment advisory fee rates and
operating expenses of the Portfolios and the Funds; (vi) the identity of the
organizations that provide investment advisory and certain other services to
the Funds, and the terms on which these services are provided; and (vii) the
prospects for long-term viability of the Portfolios and Funds. See
"Information Relating to the Proposed Consolidation--Board Consideration."
Based upon their evaluation of these factors, and in light of their
fiduciary duties under federal and state law, the Boards of Directors of
Overland and Stagecoach, including all of the non-interested members of each
Board, have determined that the proposed Consolidation is in the best
interests of the shareholders of each Overland Portfolio and each Stagecoach
Fund, respectively, and that the interests of the shareholders of the
respective Portfolios and Funds will not be diluted as a result of the
Consolidation. OVERLAND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
OVERLAND SHAREHOLDERS VOTE FOR THE CONSOLIDATION AGREEMENT.
OTHER INFORMATION. As discussed above, the new Stagecoach Funds
corresponding to Overland's Index Allocation, Variable Rate Government, Short-
Term Municipal Income, Short-Term Government-Corporate Income and Sweep Funds
are currently being created for the purpose of effecting the Consolidation of
these five Portfolios and continuing their current operations.
The fundamental policies (changeable only by shareholder vote) of these five
Overland Portfolios might be deemed to prevent these Overland Portfolios from
taking the actions necessary to effectuate the Consolidation as described in
this Proxy/Prospectus. In general, these policies prohibit each of these
Overland Portfolios from gaining control or purchasing more than a stated
percentage of another company, including, potentially, the Stagecoach Funds in
connection with the Consolidation. At the Closing, these Overland Portfolios
will receive substantially all of the outstanding shares of the corresponding
new Stagecoach Funds and immediately distribute such shares to their
shareholders in liquidation of their holdings. For the period of time, if any,
that these Overland Portfolios hold such shares, they might be deemed to
control such Funds. By approving the Consolidation Agreement, shareholders of
these Overland Portfolios will be deemed to have waived the application of
these policies to the extent necessary to effect the Consolidation.
The Consolidation may be abandoned at any time before the Closing upon the
mutual consent of both Overland and Stagecoach. At any time before or (to the
extent permitted by law) after approval of the agreement by the shareholders
of Overland (i) the parties may, by written agreement authorized by their
respective Boards of Directors and with or without the approval of their
shareholders, amend any of the provisions of the Consolidation Agreement and
(ii) either party may waive any default by the other party or the failure to
satisfy any of the conditions to its obligations (the waiver to be in writing
and authorized by the Board of Directors of the waiving party with or without
the approval of such party's shareholders).
17
<PAGE>
II. ABOUT THE PROPOSED RULE 12b-1 FEE INCREASE
FOR CERTAIN STAGECOACH FUNDS
DESCRIPTION OF THE FEE INCREASE. Class D shareholders of the Overland
California Tax-Free Bond, Municipal Income and U.S. Government Income Funds
will receive Class C shares of the Stagecoach California Tax-Free Bond,
National Tax-Free and Ginnie Mae (U.S. Government Income) Funds upon
completion of the Consolidation. The Class C shares of each such Stagecoach
Fund currently have in place a Distribution Plan under Rule 12b-1 under the
1940 Act. The Plan currently permits each Fund to pay up to 0.50% of the
average daily net assets attributable to Class C shares as compensation or
reimbursement for distribution-related services and expenses. Distribution-
related services and expenses are services and expenses primarily intended to
result in the sale of Class C shares. Payments under the Plan may be used by
Stephens to compensate broker-dealers and other selling agents. Payments also
may be used by Stephens to cover the costs of preparing, printing and
distributing prospectuses and advertising materials relating to the Class C
shares and to cover certain related expenses. Currently, the Class D shares of
the Overland California Tax-Free Bond, Municipal Income and U.S. Government
Income Funds have in place a Rule 12b-1 Plan that is identical, in all
material respects, to the existing Plan for the Class C shares.
At the Meeting, the Class D shareholders of these Overland Funds will be
asked to authorize the proper officers of Overland to approve a 0.25% increase
to the maximum amount payable under the Plan for each Fund. If approved, the
maximum amount payable under each Plan would be 0.75% of the average daily net
assets attributable to the Class C shares of each Fund. Although the maximum
fee payable under the plans would increase, because Wells Fargo Bank and
Stephens have agreed to waive or reimburse various fees and expenses through
December 1998, so that the total level of fees payable by Class D shareholders
will not increase during this period. A shareholder can vote to approve the
Consolidation without voting to approve an increase to the maximum amount
payable under the Class C Plan.
REASONS FOR THE FEE INCREASE. The proposed increase is intended to enhance
the prospects for the stability and long-term viability of these Stagecoach
Funds by providing the broker-dealers and other selling agents who are
primarily responsible for the distribution of the Funds' shares with
sufficient economic incentive, competitive in the market place to promote the
sale and retention of these shares. It is believed that the incentives should
facilitate the growth of these Funds by bringing new assets into the Funds and
reducing redemption rates. The fee increase also is intended to ensure that
shareholders have a meaningful choice among classes by better coordinating
distribution fee levels across retail classes.
BOARD CONSIDERATION. In determining whether to increase the fee levels
authorized by the Plan, the Board of Directors considered, among other things:
(i) the costs and potential benefits of the proposed increase to Class C
shareholders; (ii) whether the fee increase could be expected to assist in the
marketing of Class C shares; and (iii) the advantages to each Fund and its
shareholders that could reasonably be expected to result from providing
distribution pricing for the Class C shares. The Directors determined that the
ability to compensate broker-dealers and other selling agents at competitive
levels for distribution-related activities is likely to result in higher
levels of sales and lower levels of redemptions of Stagecoach Fund shares than
would otherwise occur. This in turn should help each Fund achieve net
increased cash flows and an increase in its asset size.
The Directors also considered that possible benefits may be realized by
service providers to the Funds, including Wells Fargo Bank and Stephens, as a
result of the approval of the increased fee level under the Plan. In this
regard, if Fund assets grow more rapidly as a result of the implementation of
the Plan, the total dollar amount of investment advisory, administration,
shareholder servicing, custody fees and other fees payable by the Funds to
Wells Fargo Bank and the total dollar amount of distribution and co-
administration fees payable by the Funds to Stephens is likely to increase.
Based upon their evaluation of the information available to them, the Board
of Directors of Overland and Stagecoach, including all non-interested
Directors, have determined that the proposed increase in the maximum amount
payable under the Class C Rule 12b-1 Plan is in the best interests and is
reasonably likely to benefit the Class C shareholders of each Fund.
18
<PAGE>
The Overland Class D share Distribution Plans were last reviewed and
reapproved by the Overland Board of Directors on February 27, 1997. For the
fiscal year ended December 31, 1996, each Fund's Class D shares paid fees of
0.50% of their average daily net assets to Stephens, as the Fund's
Distributor, pursuant to such Distribution Plans. The California Tax-Free Bond
Fund paid distribution fees of $33,376; the Municipal Income Fund paid fees of
$55,160; and the U.S. Government Income Fund paid fees of $11.986. The
Distribution Plan for the corresponding Stagecoach Class C shares was approved
by the Stagecoach Board of Directors on July 23, 1997. To date, no
distribution fees have been incurred or paid pursuant to the Plan.
The Plan may be terminated with respect to a class by vote of a majority of
the Directors who have no direct or indirect interest in the Plan or in the
related Distribution Agreement or by vote of a majority of the outstanding
shares of such class. Any change in the Plan that would materially increase
the distribution cost to a class requires approval by the shareholders of such
class; otherwise, the Plan may be amended by the Directors, including a
majority of the non-interested Directors, as described above.
OVERLAND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CLASS D
SHAREHOLDERS OF THE OVERLAND CALIFORNIA TAX-FREE BOND, MUNICIPAL INCOME AND
U.S. GOVERNMENT INCOME FUNDS VOTE FOR THE PROPOSAL TO AUTHORIZE THE PROPER
OFFICERS OF OVERLAND TO APPROVE THE INCREASE IN THE MAXIMUM FEE PAYABLE UNDER
THE CLASS C RULE 12b-1 PLAN.
19
<PAGE>
III. INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION. The Proxy/Prospectus is being furnished in connection
with the solicitation of proxies for the Meeting by the Board of Directors of
Overland. It is expected that the solicitation of proxies will be primarily by
mail. Officers and agents of Overland and Stagecoach also may solicit proxies
by telephone, telegraph or personal interview. IN THIS CONNECTION, OVERLAND
HAS RETAINED [D. F. KING] TO ASSIST IN THE SOLICITATION OF PROXIES WITH THE
CONSOLIDATION. THE COST OF THE SOLICITATION, WHICH IS ESTIMATED TO BE $18,000
WILL BE PAID BY WELLS FARGO BANK AND/OR STEPHENS. Any shareholder giving a
proxy may revoke it at any time before it is exercised (i) by submitting to
Overland a written notice of revocation, (ii) by submitting to Overland a
subsequently executed proxy or by attending the Meeting and voting in person.
Only shareholders of record at the close of business on [SEPTEMBER 30,]
1997, will be entitled to vote at the Meeting. On that date, the following
number of Overland shares were outstanding and entitled to be voted.
<TABLE>
<CAPTION>
NAME OF PORTFOLIO
AND CLASS SHARES ENTITLED TO VOTE
----------------- -----------------------
<S> <C>
California Tax-Free Bond Fund--
Class A shares
Class D shares
California Tax-Free Money Market Fund--
Single Class shares
Index Allocation Fund--
Class A shares
Class D shares
Money Market Fund--
Class A shares
Institutional Class shares
Municipal Income Fund--
Class A shares
Class D shares
National Tax-Free Institutional Money Market Fund--
Single Class shares
Overland Sweep Fund--
Single Class shares
Short-Term Govt.-Corp. Income Fund--
Single Class shares
Short-Term Municipal Income Fund--
Single Class shares
Small Cap Strategy Fund--
Class A shares
Class D shares
Strategic Growth Fund--
Class A shares
Class D shares
U.S. Government Income Fund--
Class A shares
Class D shares
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
NAME OF PORTFOLIO
AND CLASS SHARES ENTITLED TO VOTE
----------------- -----------------------
<S> <C>
U.S. Treasury Money Market Fund--
Class A shares
Institutional Class shares
Variable Rate Government Fund--
Class A shares
Class D shares
</TABLE>
Each whole and fractional share is entitled to a whole or fractional vote.
If the accompanying proxy is executed and returned in time for the Meeting,
the shares covered thereby will be voted in accordance with the proxy on all
matters that may properly come before the Meeting.
Significant Shareholders. Appendix V shows the name, address and share
ownership of each person known to Overland to have beneficial or record
ownership of 5% or more of the outstanding shares of a class or Portfolio as
of August 31, 1997. Appendix V also shows the name, address and share
ownership of each person known to Stagecoach to have beneficial of record
ownership of 5% or more of the outstanding shares of a class or Fund as of
August 31, 1997. Any person who owns directly or indirectly more than 25% of
the outstanding voting securities of a Portfolio, Fund or class is presumed by
the 1940 Act to "control" such Portfolio, Fund or class and may be able to
significantly influence the outcome of any shareholder vote. As of August 31,
1997, the officers and Directors of Overland as a group owned less than 1% of
the outstanding shares of any of the Portfolios. As of August 31, 1997, the
officers and Directors of Stagecoach as a group owned less than 1% of the
outstanding shares of any of the Funds.
SHAREHOLDER APPROVALS. The Consolidation Agreement is being submitted for
approval at the Meeting by the shareholders of each Overland Portfolio. The
vote of the shareholders of the Stagecoach Funds is not being solicited, since
their approval or consent is not necessary to approve the Consolidation. The
increase to the maximum fee payable under the Rule 12b-1 Distribution Plan for
the Class C shares of certain Stagecoach Funds is being submitted to the Class
D shareholders of the Overland California Tax-Free Bond, Municipal Income and
U.S. Government Income Funds only.
The Consolidation Agreement must be approved with respect to each Portfolio
by a majority of the outstanding shares of such Portfolio. The increase to the
maximum fee payable under the Rule 12b-1 Plan for the Class C shares must be
approved by a majority of the outstanding shares of the Class D shares of the
corresponding Overland California Tax-Free Bond, Municipal Income or U.S.
Government Income Funds. The term "majority of the outstanding shares" of a
particular Portfolio or class of shares means the lesser of (i) 67% of the
shares of the particular Portfolio or class present at the Meeting if the
holders of more than 50% of the outstanding shares of such Portfolio or class
are present or (ii) more than 50% of the outstanding shares of the particular
Portfolio or class, as applicable.
The Consolidation Agreement provides that in the event the Consolidation
Agreement is approved with respect to some but not all of the Overland
Portfolios, the Board of Directors of Overland may, in the exercise of its
reasonable business judgment, either abandon the Consolidation Agreement with
respect to all of the Overland Portfolios or direct that the Consolidation be
consummated with respect to some Portfolios but not others.
Quorum. In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present at the Meeting but sufficient votes to approve
a proposal are not received with respect one or more of the Overland
Portfolios, the persons named as proxies may propose one or more
adjournment(s) of the Meeting to permit further solicitation of proxies. Any
such adjournment(s) will require the affirmative vote of a majority of those
shares affected by the adjournment(s) that are represented at the Meeting in
person or by proxy. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR the proposals
21
<PAGE>
in favor of such adjournment(s), and will vote those proxies required to be
voted AGAINST the proposals against any adjournment(s). If sufficient votes
have been received for approval of a proposal, a shareholder vote may be taken
with respect to one or more Overland Portfolios (but not the other Overland
Portfolios) on some or all matters before any such adjournment(s).
A quorum is constituted with respect to Overland or an Overland Portfolio or
share class by the presence in person or by proxy of the holders of more than
33% of the outstanding shares of Overland, or the portfolio or class entitled
to vote at the Meeting. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions will be treated as shares
that are present at the Meeting but which have not been voted. Abstentions,
therefore, will have the effect of a "no" vote for purposes of obtaining the
requisite approvals. Broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have discretionary
power) will not be treated as shares that are present at the Meeting and,
accordingly, could make it more difficult to obtain the requisite approvals.
Annual Meetings. Overland does not presently intend to hold an annual
meeting of shareholders for the election of Directors or other business,
unless and until such time as less than a majority of the Directors holding
office have been elected by the shareholders, at which time the Directors then
in office will call a shareholders' meeting for the election of Directors.
Under certain circumstances, however, shareholders have the right to call a
meeting of shareholders to consider the removal of one or more Directors and
such meetings will be called when requested by the holders of record of 10% or
more of the outstanding shares of common stock of Overland. To the extent
required by law, Overland will assist in shareholder communications in such
matters.
OTHER BUSINESS. Overland's Board of Directors knows of no other business to
be brought before the Meeting. However, if any other matters come before the
Meeting, it is the intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.
IV. OTHER INFORMATION
HOW TO OBTAIN ADDITIONAL INFORMATION ABOUT STAGECOACH AND
OVERLAND. Additional information about each Stagecoach Fund is included in the
most recent prospectus and statement of additional information for each Fund.
You may obtain a prospectus or statement of additional information without
charge by calling 1-800-572-7797 or by writing Stagecoach at Stagecoach Funds,
Inc., c/o Stagecoach Shareholder Services, Wells Fargo Bank, N.A., P. O. Box
7066, San Francisco, CA 94120-7066. Additional information about the Overland
Portfolios is included in the prospectus and statement of additional
information dated May 1, 1997 for each Portfolio. You may obtain a prospectus
or statement of additional information without charge by calling 1-800-572-
7797 or by writing to Overland Express Funds, Inc., c/o Overland Express
Shareholder Services, P.O. Box 63084, San Francisco, California 94105.
For shareholders of the Overland Portfolios that will be reorganized into
the Stagecoach Aggressive (Strategic) Growth, California Tax-Free Bond,
California Tax-Free Money Market Mutual, Ginnie Mae (U.S. Government Income),
National Tax-Free, National Tax-Free Money Market Mutual, Prime Money Market
Mutual, Small Cap or Treasury Money Market Mutual Funds, this Proxy/Prospectus
is accompanied by (i) the current prospectus dated February 1, 1997 or October
6, 1997 for the corresponding Stagecoach Funds and (ii) the Annual Report
dated March 31, 1997 for the corresponding Stagecoach Funds. For shareholders
of the Overland Portfolios that will be reorganized into new Stagecoach Funds,
prospectuses and annual reports for the Stagecoach Index Allocation, Overland
Sweep, Short-Term Government-Corporate Income, Short-Term Municipal Income and
Variable Rate Government Funds do not accompany this Proxy/Prospectus because
these new Stagecoach Funds are being created to continue the operations of the
corresponding Overland Portfolio.
22
<PAGE>
Reports and other information filed by Stagecoach and Overland can be
inspected and copied at the Public Reference Facilities maintained by the
Securities Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, these materials can be inspected and copied at the
Securities Exchange Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
also can be obtained from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates.
The information contained in (i) the Stagecoach prospectuses and annual
reports, (ii) the Overland prospectuses and (iii) the Overland Annual Reports
dated December 31, 1996 and the Overland Semi-Annual Reports dated June 30,
1996 are incorporated by reference into this Proxy/Prospectus.
FINANCIAL STATEMENTS. The financial statements, financial highlights and the
independent auditors report thereon for the Stagecoach Funds for the six-month
period ended March 31, 1997, are incorporated by reference into the Statement
of Additional Information related to this Proxy/Prospectus. The Financial
Highlights included therein are incorporated by reference into this
Proxy/Prospectus.
The financial statements, financial highlights and the independent auditors
report thereon for the Overland Portfolios for the year ended December 31,
1996, are incorporated by reference into the Statement of Additional
Information related to this Proxy/Prospectus. The unaudited financial
statements and financial highlights for the Overland Portfolios for the six-
month period ended June 30, 1997 are incorporated by reference into the
Statement of Additional Information relating to this Proxy/Prospectus. The
Financial Highlights included therein are incorporated by reference into this
Proxy/Prospectus.
MISCELLANEOUS.
Information included in these Voting Materials concerning Stagecoach was
provided by Stagecoach. Information included in these Voting Materials
concerning Overland was provided by Overland.
SHAREHOLDER INQUIRIES. For additional information call 1-800-572-7797 or
write to Overland Express Funds, Inc. at the address on the cover page of this
Proxy/Prospectus.
23
<PAGE>
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED TO
MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
OVERLAND WILL FURNISH WITHOUT CHARGE, COPIES OF ITS DECEMBER 31, 1996 ANNUAL
REPORTS AND JUNE 30, 1997 SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST
BY CALLING 1-800-572-7797 OR BY WRITING TO OVERLAND AT P.O. BOX 63084, SAN
FRANCISCO, CA 94163
24
<PAGE>
APPENDIX I
AGREEMENT AND PLAN OF
CONSOLIDATION
BY AND BETWEEN
OVERLAND EXPRESS FUNDS, INC.
AND
STAGECOACH FUNDS, INC.
DATED: AS OF OCTOBER __, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
- ------- ----
<S> <C>
1. Conveyance of Assets of Overland Funds. 1
2. Liquidation of Overland Funds. 6
3. Valuation Time. 7
4. Certain Representations, Warranties and Agreements of Overland. 7
5. Certain Representations, Warranties and Agreements of Stagecoach. 11
6. Shareholder Action. 14
7. Regulatory Filings. 15
8. Effective Time of the Consolidation. 15
9. Stagecoach Conditions. 15
10. Overland Conditions 21
11. Further Assurances. 25
12. Survival of Representations and Warranties. 25
13. Termination of Agreement. 25
14. Amendment and Waiver. 25
15. Governing Law. 26
16. Successors and Assigns. 26
17. Beneficiaries. 26
18. Brokerage Fees and Expenses. 26
20. Overland Liability. 26
21. Notices. 26
22. Expenses. 27
23. Announcements. 27
24. Entire Agreement. 28
25. Counterparts. 28
</TABLE>
i
<PAGE>
This AGREEMENT AND PLAN OF CONSOLIDATION (the "Agreement") is made as
---------
of this _____ day of October, 1997 by and between Overland Express Funds,
Inc. ("Overland"), a Maryland corporation consisting of 14 operating series,
--------
namely: the Strategic Growth, California Tax-Free Bond, California Tax-Free
Money Market, U.S. Government Income, Money Market, Municipal Income, National
Tax-Free Institutional Money Market, Small Cap Strategy, U.S. Treasury Money
Market, Index Allocation, Short-Term Government-Corporate Income, Short-Term
Municipal Income, Variable Rate Government and Overland Sweep Funds (the
"Overland Funds") and Stagecoach Funds, Inc. ("Stagecoach"), a Maryland
-------------- ----------
corporation consisting of multiple series including, among others, the
Aggressive (Strategic) Growth, California Tax-Free Bond, California Tax-Free
Money Market Mutual, Ginnie Mae (U.S. Government Income), Prime Money Market
Mutual, National Tax-Free, National Tax-Free Money Market Mutual, Small Cap,
Treasury Money Market Mutual, Index Allocation, Short-Term Government-Corporate
Income, Short-Term Municipal Income, Variable Rate Government and Overland Sweep
Funds (the "Stagecoach Funds").
----------------
WHEREAS, each of Overland and Stagecoach is an open-end management
investment company registered with the Securities and Exchange Commission (the
"SEC") under the Investment Company Act of 1940, as amended (the "1940 Act");
- ---- --------
WHEREAS, the parties desire that the assets and stated liabilities of
each Overland Fund be conveyed to and be acquired and assumed by, the Stagecoach
Fund corresponding thereto, as stated herein, in exchange for shares of
specified classes of the corresponding Stagecoach Fund which shall thereafter
promptly be distributed by Overland to the shareholders of the corresponding
classes of the Overland Fund in connection with its liquidation as described in
this Agreement (the "Consolidation");
-------------
WHEREAS, the parties intend that the following Stagecoach Funds --
Index Allocation, Short-Term Government-Corporate Income, Short-Term Municipal
Income, Variable Rate Government and Overland Sweep Funds -- shall each have
nominal assets and liabilities before the Consolidation and shall continue the
investment operations of the corresponding Overland Funds thereafter;
WHEREAS, Stagecoach also maintains additional series that are not
parties to the Consolidation;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth and subject to the terms and conditions hereof,
the parties hereto, intending to be legally bound, agree as follows:
1. Conveyance of Assets of Overland Funds. (a) At the Effective
--------------------------------------
Time of the Consolidation, as defined in Section 8, all assets of every kind,
and all interests, rights, privileges and powers of each of the Overland Funds,
subject to all stated liabilities of such Funds, as defined in subsection 1(b)
1
<PAGE>
(such assets subject to such liabilities are herein referred to as the "Fund
----
Assets"), shall be transferred and conveyed by each Overland Fund to the
- ------
corresponding Stagecoach Fund (as set forth below) and shall be accepted and
assumed by such Stagecoach Fund as more particularly set forth in this
Agreement, such that at and after the Effective Time of the Consolidation: (i)
all assets of the Overland Funds shall become and be the assets of the
respective corresponding Stagecoach Fund; and (ii) all stated liabilities of the
Overland Funds shall attach to the respective corresponding Stagecoach Fund as
aforesaid and may thenceforth be enforced against the respective Stagecoach Fund
to the same extent as if incurred by them.
(b) Without limiting the generality of the foregoing, it is understood
that Fund Assets shall include all property and assets of any nature whatsoever,
including, without limitation, all cash, cash equivalents, securities, claims
(whether absolute or contingent, known or unknown, accrued or unaccrued) and
receivables (including dividend and interest receivables) owned by each Overland
Fund, and any deferred or prepaid expenses shown as an asset on each Overland
Fund's books, at the Effective Time of the Consolidation, and all goodwill, all
other intangible property and all books and records belonging to the Overland
Funds. Notwithstanding anything herein to the contrary, Stagecoach shall not be
deemed to have assumed any liability of Overland, whether absolute or
contingent, known or unknown, accrued or unaccrued, that is not a "stated
liability" of a Fund. As used throughout this Agreement, the "stated
liabilities" of an Overland Fund shall mean all liabilities and obligations
disclosed on an unaudited statement of assets and liabilities of the Overland
Fund prepared by or on behalf of Overland as of the Effective Time of the
Consolidation, in accordance with generally accepted accounting principles
consistently applied from the prior audit period.
(c) In particular, Fund Assets of each Overland Fund shall be
transferred and conveyed to the corresponding Stagecoach Fund, as set forth
below:
SCHEDULE A
----------
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
OVERLAND FUND CORRESPONDING STAGECOACH FUND
--------------------------------------------------------------------------------------
<S> <C>
Overland Small Cap Strategy Fund Stagecoach Small Cap Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
--------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
OVERLAND FUND CORRESPONDING STAGECOACH FUND
- -----------------------------------------------------------------------------------------------
<S> <C>
Overland Strategic Growth Fund Stagecoach Aggressive (Strategic) Growth Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
- -----------------------------------------------------------------------------------------------
Overland California Tax-Free Bond Fund Stagecoach California Tax-Free Bond Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
- -----------------------------------------------------------------------------------------------
Overland Municipal Income Fund Stagecoach National Tax-Free Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
- -----------------------------------------------------------------------------------------------
Stagecoach Ginnie Mae (U.S. Government Income
Overland U.S. Government Income Fund Fund) Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
- -----------------------------------------------------------------------------------------------
Overland California Tax-Free Money Stagecoach California Tax-Free Money Market
Market Fund Mutual Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
- -----------------------------------------------------------------------------------------------
Overland Money Market Fund Stagecoach Prime Money Market Mutual Fund
Class A Shares Class A Shares
Institutional Class Shares Administrative Class Shares
- -----------------------------------------------------------------------------------------------
Overland National Tax-Free Institutional Stagecoach National Tax-Free Money Market
Money Market Fund Mutual Fund - Institutional Class Shares
- -----------------------------------------------------------------------------------------------
Overland U.S. Treasury Money Market Fund Stagecoach Treasury Money Market Mutual Fund
Institutional Class Shares Administrative Class Shares
- -----------------------------------------------------------------------------------------------
Overland Index Allocation Fund Stagecoach Index Allocation Fund*
Class A Shares Class A Shares
Class D Shares Class C Shares
- -----------------------------------------------------------------------------------------------
Overland Short-Term Government-Corporate Stagecoach Short-Term Government-Corporate
Income Fund Income Fund*
- -----------------------------------------------------------------------------------------------
Overland Short-Term Municipal Income Fund Stagecoach Short-Term Municipal Income Fund*
- -----------------------------------------------------------------------------------------------
Overland Variable Rate Government Fund Stagecoach Variable Rate Government Fund*
Class A Shares Class A Shares
Class D Shares Class C Shares
- -----------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
OVERLAND FUND CORRESPONDING STAGECOACH FUND
- -----------------------------------------------------------------------------------------------
<S> <C>
Overland Sweep Fund Overland Sweep Fund*
- -----------------------------------------------------------------------------------------------
</TABLE>
*These Stagecoach Funds shall be new series with nominal assets and liabilities
prior to the Effective Time of the Consolidation.
(d) In exchange for the transfer of the Fund Assets, each Stagecoach
Fund shall simultaneously issue to each corresponding Overland Fund at the
Effective Time of the Consolidation full and fractional shares of Common Stock
in the Stagecoach Fund of the classes set forth in Schedule A having an
aggregate net asset value equal to the net asset value of the Fund Assets so
conveyed, all determined and adjusted as provided in this Section 1. In
particular, each Stagecoach Fund shall deliver to the corresponding Overland
Fund the number of shares of each of its share classes set forth in Schedule A,
including fractional shares, determined by dividing the value of the Fund Assets
of the corresponding Overland Fund that are so conveyed and are attributable to
each of the Stagecoach Fund's respective share classes set forth in Schedule A,
computed in the manner and as of the time and date set forth in this Section, by
the net asset value of one Stagecoach Fund share of the particular share class
that is to be delivered with respect thereto, computed in the manner and as of
the time and date set forth in this Section.
(e) The net asset value of shares to be delivered by the Stagecoach
Funds, and the net asset value of the Fund Assets to be conveyed by the Overland
Funds, shall, in each case, be determined as of the Valuation Time specified in
Section 3. The net asset value of shares of the Stagecoach Funds shall be
computed in the manner set forth in the Stagecoach Funds' then current
prospectuses under the Securities Act of 1933, as amended (the "1933 Act"). The
--------
net asset value of the Fund Assets to be transferred by the Overland Funds shall
be computed by Overland and shall be subject to adjustment by the amount, if
any, agreed to by Stagecoach and the respective Overland Funds. In determining
the value of the securities transferred by the Overland Funds to the Stagecoach
Funds, except as provided in Subsection 1(f), each security shall be priced in
accordance with the pricing policies and procedures of Stagecoach as described
in its then current prospectuses. For such purposes, price quotations and the
security characteristics relating to establishing such quotations shall be
determined by Overland, provided that such determination shall be subject to the
approval of Stagecoach. Overland and Stagecoach agree to use all commercially
reasonable efforts to resolve any material pricing differences between the
prices of portfolio securities determined in accordance with the pricing
policies and procedures of Overland and those determined in accordance with the
pricing policies and procedures of Stagecoach prior to the Valuation Time.
(f) It is understood and agreed that the net asset value of the Fund
Assets of the California Tax-Free Market Fund, Money Market Fund, National Tax
Free Institutional Money Market Fund, U.S. Treasury Money Market Fund and
Overland Sweep Fund (each a
4
<PAGE>
"Reorganized Money Market Fund") and the value of shares of the corresponding
-----------------------------
Stagecoach Funds shall be based on the amortized cost valuation procedures that
have been adopted by the Board of Directors of Overland; provided that if the
--------
difference between the per share net asset values of a Reorganized Money Market
Fund and its corresponding Stagecoach Fund equals or exceeds $.0025 at the
Valuation Time, as computed by using market values in accordance with the
policies and procedures established by Stagecoach (or as otherwise mutually
determined by the Board of Directors of Overland and the Board of Directors of
Stagecoach), either party shall have the right to postpone the Valuation Time
and the Effective Time of the Consolidation with respect to such Reorganized
Money Market Fund until such time as the per share difference is less than
$.0025.
5
<PAGE>
2. Liquidation of Overland Funds. At the Effective Time of the
-----------------------------
Consolidation, each of the Overland Funds shall make a liquidating distribution
to its shareholders as follows. Shareholders of record of each Overland Fund
shall be credited with full and fractional shares of the class of common stock
that is issued by the corresponding Stagecoach Fund in connection with the
Consolidation with respect to the shares that are held of record by the
shareholder. In addition, each shareholder of record of an Overland Fund shall
have the right to receive any unpaid dividends or other distributions which were
declared before the Effective Time of the Consolidation with respect to the
shares of such Overland Fund that are held by the shareholder at the Effective
Time of the Consolidation. In accordance with instructions it receives from
Overland, Stagecoach shall record on its books the ownership of the respective
Stagecoach Fund shares by the shareholders of record of the Overland Funds (the
"Transferor Record Holders"). All of the issued and outstanding shares of the
-------------------------
Overland Funds at the Effective Time of the Consolidation shall be redeemed and
canceled on the books of Overland at such time. After the Effective Time of the
Consolidation, Overland shall wind up the affairs of the Overland Funds and
shall file any final regulatory reports, including but not limited to any
Form N-SAR and Rule 24f-2 filings with respect to the Overland Funds and an
application pursuant to Section 8(f) of the 1940 Act for an order declaring that
Overland has ceased to be investment company, and also shall take all other
steps as are necessary and proper to effect the termination or declassification
of the Overland Funds in accordance with the laws of the State of Maryland and
other applicable requirements.
6
<PAGE>
3. Valuation Time. Subject to the provisions of Subsection (1)(f),
--------------
the Valuation Time for each of the Overland Funds and the Stagecoach Funds,
shall be a mutually agreed upon time on December 15, 1997, or such earlier or
later date as may be mutually agreed by the parties, as set forth in a writing
signed by the parties' duly authorized officers.
4. Certain Representations, Warranties and Agreements of Overland.
--------------------------------------------------------------
Overland, on behalf of itself and, where appropriate, the Overland Funds,
represents and warrants to, and agrees with, Stagecoach as follows, such
representations, warranties and agreements being made on behalf of each Overland
Fund on a several (and not joint, or joint and several) basis:
(a) It is a Maryland corporation duly created pursuant to its
Amended and Restated Articles of Incorporation for the
purpose of acting as a management investment company under
the 1940 Act, and is validly existing under the laws of the
State of Maryland. It is registered as an open-end
management investment company under the 1940 Act, and its
registration with the SEC as an investment company is in
full force and effect.
(b) It has the power to own all of its properties and assets
and, subject to the approvals of shareholders referred to in
Section 6, to carry out and consummate the transactions
contemplated herein, and has all necessary federal, state
and local authorizations to carry on its business as now
being conducted and, except as stated in Section 4(j),
below, to consummate the transactions contemplated by this
Agreement.
(c) This Agreement has been duly authorized, executed and
delivered by it, and represents a valid and binding
contract, enforceable in accordance with its terms, subject
as to enforcement to bankruptcy, insolvency, reorganization
arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles. The execution and delivery of
this Agreement does not, and, subject to the approval of
shareholders referred to in Section 6, the consummation of
the transactions contemplated by this Agreement will not,
violate Overland's Amended and Restated Articles of
Incorporation or By-Laws or any agreement or arrangement to
which it is a party or by which it is bound.
(d) It has elected to qualify and has qualified as a regulated
investment company under Part I of Subchapter M of Subtitle
7
<PAGE>
A, Chapter 1, of the Internal Revenue Code of 1986, as
amended (the "Code"), as of and since its first taxable
----
year; has been a regulated investment company under such
Part of the Code at all times since the end of its first
taxable year when it so qualified; and qualifies and shall
continue to qualify as a regulated investment company for
its taxable year ending upon its liquidation.
(e) The audited financial statements for its fiscal year ended
December 31, 1996 and the unaudited financial statements for
its six-month period ended June 30, 1997 (copies of which
have been previously furnished to Stagecoach) present fairly
the financial position of the Overland Funds as of such date
and the results of their operations and changes in their net
assets for the periods indicated, in conformity with
generally accepted accounting principles applied on a
consistent basis subject to year-end adjustments. To the
best of Overland's knowledge, there are no liabilities of a
material amount of any Overland Fund, whether accrued,
absolute, contingent or otherwise existing, other than: (i)
as of June 30, 1997, liabilities disclosed or provided for
in the unaudited financial statements for the period ended
June 30, 1997 and liabilities incurred in the ordinary
course of business or in connection with the Consolidation
subsequent to June 30, 1997 and (ii) as of the Valuation
Time, liabilities disclosed or provided for in the statement
of assets and liabilities of each Overland Fund that is
delivered to Stagecoach pursuant to Section 9(b) of this
Agreement and liabilities incurred in the ordinary course of
business or in connection with the Consolidation subsequent
to the Valuation Time.
(f) It has valued, and will continue to value, its portfolio
securities and other assets in accordance with applicable
legal and regulatory requirements.
(g) There are no material legal, administrative or other
proceedings pending or, to its knowledge, threatened,
against it or the Overland Funds which could result in
liability on the part of Overland or the Overland Funds and
Overland knows of no facts that might form the basis of a
legal, administrative or other proceeding which, if
adversely determined, would materially and adversely affect
any Overland Fund's financial condition or the conduct of
its business and Overland is not a
8
<PAGE>
party to or subject to the provisions of any order, decree
or judgment of any court or governmental body that
materially and adversely affects, or is reasonably likely to
materially and adversely affect, its business or its ability
to consummate the transactions contemplated herein.
(h) At the Effective Time of the Consolidation, all federal and
other tax returns and reports of each Overland Fund required
by law to have been filed by such time shall have been
filed, and all federal and other taxes shall have been paid
so far as due, or provision shall have been made for the
payment thereof and, to the best of Overland's knowledge, no
such return or report shall be currently under audit and no
assessment shall have been asserted with respect to such
returns or reports.
(i) Subject to the approvals of shareholders referred to in
Section 6, at both the Valuation Time and the Effective Time
of the Consolidation, it shall have full right, power and
authority to sell, assign, transfer and deliver the Fund
Assets and, upon delivery and payment for the Fund Assets as
contemplated herein, the Stagecoach Funds shall acquire good
and marketable title thereto, subject to no restrictions on
the ownership or transfer thereof (except as imposed by
federal or state securities laws and except for any
custodian liens or transfer tax liens arising in connection
with the transfer of the Fund Assets pursuant to this
Agreement).
(j) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
it of the transactions contemplated by this Agreement,
except such as may be required under the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934
----
Act"), the 1940 Act, the rules and regulations under those
---
Acts, or state securities laws, all of which shall have been
received prior to the Effective Time of the Consolidation,
except for such consents, approvals, authorizations or
orders as may be required subsequent to the Effective Time
of the Consolidation.
(k) Insofar as the following relate to it, (i) the registration
statement filed by Stagecoach on Form N-14 relating to the
shares of the Stagecoach Funds that will be registered with
the SEC pursuant to this Agreement, which shall include or
incorporate by reference the proxy statement of the Overland
Funds and prospectuses of the Stagecoach Funds with respect
to the transactions contemplated by this Agreement, and any
9
<PAGE>
supplement or amendment thereto or to the documents
contained or incorporated therein by reference (the "N-14
----
Registration Statement"), and (ii) the proxy materials of
----------------------
Overland included in the N-14 Registration Statement and
filed with the SEC pursuant to Section 14(a) of the 1934 Act
and Section 20(a) of the 1940 Act with respect to the
transactions contemplated by this Agreement, and any
supplement or amendment thereto or the documents appended
thereto (the "Consolidation Proxy Materials"), from their
-----------------------------
effective and clearance dates with the SEC, through the time
of the shareholders meeting referred to in Section 6 and at
the Effective Time of the Consolidation: (i) shall comply in
all material respects with the provisions of the 1933 Act,
1934 Act and the 1940 Act, the rules and regulations
thereunder, and state securities laws, and (ii) shall not
contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, that the representations and warranties made by it
--------
in this subsection shall not apply to statements in or
omissions from the N-14 Registration Statement or the
Consolidation Proxy Materials made in reliance upon and in
conformity with information furnished by or on behalf of
Stagecoach for use therein as provided in Section 7. For
these purposes, information shall be considered to have been
provided "on behalf" of Stagecoach if furnished by its
investment adviser, administrator, custodian or transfer
agent, acting in their capacity as such.
(l) All of the issued and outstanding shares of each of the
Overland Funds have been validly issued and are fully paid
and non-assessable, and were offered for sale and sold in
conformity with the registration requirements of all
applicable federal and state securities laws.
(m) It shall not sell or otherwise dispose of any shares of the
Stagecoach Funds to be received in the transactions
contemplated herein, except in distribution to its
shareholders as contemplated herein.
(n) It shall operate its business in the ordinary course between
the date hereof and the Effective Time of the Consolidation,
10
<PAGE>
except that Overland's officers may take all appropriate
action necessary in order for Stagecoach to receive the
opinion provided for in Subsection 9(g). It is understood
that such ordinary course of business will include the
declaration and payment of customary dividends and
distributions and any other dividends and distributions
deemed advisable.
(o) Any reporting responsibility of an Overland Fund is and
shall remain the responsibility of the Overland Fund for all
periods before and including the Effective Time of the
Consolidation and such later date on which the Overland Fund
is terminated.
(p) There are no material contracts outstanding with respect to
the Overland Funds that have not been disclosed in
Overland's current registration statement and which under
applicable law are required to be stated therein.
(q) Each Overland Fund shall provide a list of all portfolio
securities held by it to Stagecoach at least fifteen days
before the Effective Time of the Consolidation and shall
immediately notify Stagecoach's investment adviser of any
portfolio security thereafter acquired or sold by the
Overland Fund. Upon notice by Stagecoach, each Overland Fund
shall immediately sell any portfolio security that
Stagecoach identifies as impermissible under the investment
policies, objectives and limitations of the corresponding
Stagecoach Fund.
5. Certain Representations, Warranties and Agreements of Stagecoach.
----------------------------------------------------------------
Stagecoach, on behalf of itself and, where appropriate the Stagecoach Funds,
represents and warrants to, and agrees with, Overland as follows, such
representations, warranties and agreements being made on behalf of each
Stagecoach Fund on a several (and not joint, or joint and several) basis:
(a) It is a Maryland corporation duly created pursuant to its
Amended and Restated Articles of Incorporation for the
purpose of acting as a management investment company under
the 1940 Act, and is validly existing under the laws of the
State of Maryland. It is registered as an open-end
management investment company under the 1940 Act, and its
registration with the SEC as an investment company is in
full force and effect.
11
<PAGE>
(b) It has the power to own all of its properties and assets
and, subject to the approvals of shareholders referred to in
Section 6, to carry out and consummate the transactions
contemplated herein, and has all necessary federal, state
and local authorizations to carry on its business as now
being conducted and, except as stated in Section 4(j),
below, to consummate the transactions contemplated by this
Agreement.
(c) This Agreement has been duly authorized, executed and
delivered by it, and represents a valid and binding
contract, enforceable in accordance with its terms, subject
as to enforcement to bankruptcy, insolvency, reorganization,
arrangement, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles. The execution and delivery of
this Agreement does not, and the consummation of the
transactions contemplated by this Agreement will not,
violate Stagecoach's Amended and Restated Articles of
Incorporation or By-Laws or any agreement or arrangement to
which it is a party or by which it is bound.
(d) It intends to qualify as a regulated investment company
under Part I of Subchapter M of the Code, and with respect
to each Stagecoach Fund that has conducted operations prior
to the Effective Time of the Consolidation, has elected to
qualify and has qualified as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of
the Code, as of and since its first taxable year; has been a
regulated investment company under such Part of the Code at
all times since the end of its first taxable year when it so
qualified; and qualifies and shall continue to qualify as a
regulated investment company for its current taxable year.
(e) The audited financial statements for its fiscal year ended
March 31, 1997, copies of which have been previously
furnished to Overland, present fairly the financial position
of the Stagecoach Funds as of such date and the results of
their operations for the periods indicated, in conformity
with generally accepted accounting principles applied on a
consistent basis.
(f) It has valued, and will continue to value, its portfolio
securities and other assets in accordance with applicable
legal requirements.
12
<PAGE>
(g) There are no material contracts outstanding with respect to
the Stagecoach Funds that have not been disclosed in
Stagecoach's current registration statement and which under
applicable law are required to be disclosed therein.
(h) At the Effective Time of the Consolidation, all federal and
other tax returns and reports of each Stagecoach Fund
required by law to have been filed by such time shall have
been filed, and all federal and other taxes shall have been
paid so far as due, or provisions shall have been made for
the payment thereof and, to the best knowledge of each
Stagecoach Fund, no such return or report shall be currently
under audit and no assessment shall have been asserted with
respect to such returns or reports.
(i) There are no material legal, administrative or other
proceedings pending or, to its knowledge threatened, against
it or the Stagecoach Funds which could result in liability
on the part of Stagecoach or the Stagecoach Funds and
Stagecoach knows of no facts that might form the basis of a
legal, administrative or other proceeding which, if
adversely determined, would materially and adversely affect
any Stagecoach Fund's financial condition or the conduct of
its business and Stagecoach is not a party to or subject to
the provisions of any order, decree or judgment of any court
or governmental body that materially and adversely affects,
or is reasonably likely to materially and adversely affect,
its business or its ability to consummate the transactions
contemplated herein.
(j) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by
Stagecoach of the transactions contemplated by this
Agreement, except such as may be required under the 1933
Act, the 1934 Act, the 1940 Act, the rules and regulations
under those Acts, or state securities laws, all of which
shall have been received prior to the Effective Time of the
Consolidation, except for such consents, approvals,
authorizations or orders as may be required subsequent to
the Effective Time of the Consolidation.
(k) The N-14 Registration Statement and the Consolidation Proxy
Materials, from their effective and clearance dates with the
SEC, through the time of the shareholders meeting referred
to in Section 6 and at the Effective Time of the
Consolidation, insofar as they relate to Stagecoach (i)
shall comply in all
13
<PAGE>
material respects with the provisions of the 1933 Act, 1934
Act and the 1940 Act, the rules and regulations thereunder,
and state securities laws, and (ii) shall not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements made therein not misleading; provided,
--------
that the representations and warranties in this subsection
shall not apply to statements in or omissions from the N-14
Registration Statement or the Consolidation Proxy Materials
made in reliance upon and in conformity with information
furnished by or on behalf of Overland for use therein as
provided in Section 7. For those purposes, information shall
be considered to have been provided "on behalf" of Overland
if furnished by its investment adviser, administrator,
custodian or transfer agent, acting in their capacity as
such.
(l) The shares of the Stagecoach Funds to be issued and
delivered to the Overland Funds for the account of the
shareholders of the Overland Funds, pursuant to the terms
hereof, shall have been duly authorized as of the Effective
Time of the Consolidation and, when so issued and delivered,
shall be duly and validly issued, fully paid and non-
assessable, and no shareholder of Stagecoach shall have any
preemptive right of subscription or purchase in respect
thereto.
(m) All of the issued and outstanding shares of each of the
Stagecoach Funds have been validly issued and are fully paid
and non-assessable, and were offered for sale and sold in
conformity with the registration requirements of all
applicable federal and state securities laws.
(n) It shall operate its business in the ordinary course between
the date hereof and the Effective Time of the Consolidation.
It is understood that such ordinary course of business will
include the declaration and payment of customary dividends
and distributions and any other dividends and distributions
deemed advisable.
6. Shareholder Action. As soon as practicable after the effective
------------------
date of the N-14 Registration Statement and SEC clearance of the proxy
solicitation materials referred to in Section 7, but in any event prior to the
Effective Time of the Consolidation and as a condition thereto, the Board of
Directors of Overland shall call, and Overland shall hold, a meeting of the
shareholders of all of its series for the purpose of considering and voting
upon:
14
<PAGE>
(a) approval of this Agreement and the transactions contemplated
hereby; and
(b) such other matters as may be determined by the Board of
Directors of Overland and the Board of Directors of
Stagecoach.
7. Regulatory Filings. Stagecoach shall file a post-effective
------------------
amendment (the "N-1A Post-Effective Amendment") to its registration statement on
-----------------------------
Form N-1A (File Nos. 33-42927; 811-6419) with the SEC, and the appropriate state
securities commissions, as promptly as practicable so that all Stagecoach Funds
and their shares are registered under the 1933 Act, the 1940 Act and applicable
state securities laws. In addition, Stagecoach shall file an N-14 Registration
Statement, which shall include the Consolidation Proxy Materials of Overland,
with the SEC, and with the appropriate state securities commissions, relating to
the matters described in Section 6 as promptly as practicable. Stagecoach and
Overland have cooperated and shall continue to cooperate with each other, and
have furnished and shall continue to furnish each other with the information
relating to itself that is required by the 1933 Act, the 1934 Act, the 1940 Act,
the rules and regulations under each of those Acts and state securities laws, to
be included in the N-1A Post-Effective Amendment, the N-14 Registration
Statement and the Consolidation Proxy Materials.
8. Effective Time of the Consolidation. Delivery of the Fund Assets
-----------------------------------
and the shares of the Stagecoach Funds to be issued pursuant to Section 1 and
the liquidation of the Overland Funds pursuant to Section 2 shall occur on the
day following the Valuation Time, whether or not such day is a business day, or
on such other date, and at such place and time and date, as may be agreed to by
each of the parties. The date and time at which such actions are taken, or
deemed to be taken, are referred to herein as the "Effective Time of the
---------------------
Consolidation." To the extent any Fund Assets are, for any reason, not
- -------------
transferred at the Effective Time of the Consolidation, Overland shall cause
such Fund Assets to be transferred in accordance with this Agreement at the
earliest practicable date thereafter.
9. Stagecoach Conditions. The obligations of Stagecoach hereunder
---------------------
shall be subject to the following conditions precedent:
(a) This Agreement and the transactions contemplated by this
Agreement shall have been approved by the Board of Directors
of Overland and by the shareholders of the Overland Funds in
the manner required by law and this Agreement.
15
<PAGE>
(b) Overland shall have delivered to Stagecoach a statement of
assets and liabilities of each Overland Fund, together with
a list of the portfolio securities of the Overland Fund
showing the tax costs of such securities by lot and the
holding periods of such securities, as of the Valuation
Time, certified by the Treasurer or Assistant Treasurer of
Overland as having been prepared in accordance with
generally accepted accounting principles consistently
applied.
(c) Overland shall have duly executed and delivered to
Stagecoach such bills of sale, assignments, certificates and
other instruments of transfer ("Transfer Documents") as
------------------
Stagecoach may deem necessary or desirable to transfer all
of each Overland Fund's right, title and interest in and to
the Stagecoach Fund Assets. Such Fund Assets shall be
accompanied by all necessary state stock transfer stamps or
cash for the appropriate purchase price therefor.
(d) All representations and warranties of Overland made in this
Agreement shall be true and correct in all material respects
as if made at and as of the Valuation Time and the Effective
Time of the Consolidation.
(e) Overland shall have delivered to Stagecoach a certificate
executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably
satisfactory to Stagecoach and dated as of the Effective
Time of the Consolidation, to the effect that the
representations and warranties of the Overland Funds made in
this Agreement are true and correct at and as of the
Effective Time of the Consolidation, except as they may be
affected by the transactions contemplated by this Agreement.
(f) Stagecoach shall have received an opinion of Morrison &
Foerster LLP, counsel to Overland, in a form reasonably
satisfactory to Stagecoach and dated the Effective Time of
the Consolidation, substantially to the effect that (i)
Overland is a Maryland corporation duly established and
validly existing under the laws of the State of Maryland;
(ii) this Agreement and the Transfer Documents have been
duly authorized, executed and delivered by Overland and
represent legal, valid and binding contracts, enforceable in
accordance with their terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance
and similar laws relating to
16
<PAGE>
or affecting creditors' rights generally and court decisions
with respect thereto, and such counsel shall express no
opinion with respect to the application of equitable
principles in any proceeding, whether at law or in equity;
(iii) the execution and delivery of this Agreement did not,
and the consummation of the transactions contemplated by
this Agreement will not, violate the Amended and Restated
Articles of Incorporation or By-Laws of Overland or any
material contract known to such counsel to which Overland is
a party or by which it is bound; (iv) the only Overland
shareholder approvals required with respect to the
consummation of the transactions contemplated by this
Agreement are the approval of a majority of the shareholders
of all of the Overland Funds voting in the aggregate and of
each Overland Fund voting separately on a portfolio-by-
portfolio basis; and (v) no consent, approval, authorization
or order of any court or governmental authority is required
for the consummation by Overland of the transactions
contemplated by this Agreement, except such as have been
obtained under the 1933 Act, the 1934 Act, the 1940 Act, the
rules and regulations under those Acts and such as may be
required under the state securities laws or such as may be
required subsequent to the Effective Time of the
Consolidation. Such opinion may rely on the opinion of other
counsel to the extent set forth in such opinion, provided
such other counsel is reasonably acceptable to Stagecoach.
(g) Stagecoach shall have received an opinion of Morrison &
Foerster LLP addressed to Stagecoach and Overland in a form
reasonably satisfactory to them, and dated the Effective
Time of the Consolidation, substantially to the effect that,
for federal income tax purposes (i) the transfer by each
Overland Fund of all of its Fund Assets to the corresponding
Stagecoach Fund in exchange for shares of the corresponding
Stagecoach Fund, and the distribution of such shares to the
shareholders of the Overland Fund, as provided in this
Agreement, will constitute a Consolidation within the
meaning of Section 368(a)(1)(C), (D) or (F) of the Code;
(ii) in accordance with Sections 361(a), 361(c)(1) and
357(a) of the Code, no gain or loss will be recognized by
the Overland Funds as a result of such transactions; (iii)
in accordance with Section 1032(a) of the Code, no gain or
loss will be recognized by the Stagecoach Funds as a result
of such transactions; (iv) in accordance with Section
354(a)(1) of the Code, no gain or loss will be recognized by
the shareholders of the Overland Funds on the distribution
to them by the Overland Funds of shares of the
17
<PAGE>
corresponding Stagecoach Funds in exchange for their shares
of the Overland Funds; (v) in accordance with Section
358(a)(1) of the Code, the basis of the Stagecoach Fund
shares received by each shareholder of an Overland Fund will
be the same as the basis of the shareholder's Overland Fund
shares immediately prior to the transactions; (vi) in
accordance with Section 362(b) of the Code, the basis of the
Fund Assets received by each Stagecoach Fund will be the
same as the basis of such Fund Assets in the hands of the
corresponding Overland Fund immediately prior the
transactions; (vii) in accordance with Section 1223(1) of
the Code, a shareholder's holding period for Stagecoach Fund
shares will be determined by including the period for which
the shareholder held the shares of the Overland Fund
exchanged therefor, provided that the shareholder held such
shares of the Overland Fund as a capital asset; (viii) in
accordance with Section 1223(2) of the Code, the holding
period of the Stagecoach Fund with respect to the Fund
Assets will include the period for which such Fund Assets
were held by the corresponding Overland Funds; and (ix) in
accordance with Section 381(a) of the Code, each Stagecoach
Fund will succeed to the tax attributes of the corresponding
Overland Fund described in Section 381(c) of the Code.
(h) The Fund Assets to be transferred to a Stagecoach Fund under
this Agreement shall include no assets which such Stagecoach
Fund may not properly acquire pursuant to its investment
limitations or objectives or may not otherwise lawfully
acquire.
(i) The N-1A Post-Effective Amendment and the N-14 Registration
Statement shall have become effective under the 1933 Act and
no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of Stagecoach, contemplated
by the SEC and the parties shall have received all permits
and other authorizations necessary under state securities
laws to consummate the transactions contemplated by this
Agreement.
(j) Stagecoach shall have received (i) a memorandum addressed to
Stagecoach and Overland, in a form reasonably satisfactory
to them, prepared by Stephens or another person approved by
the parties concerning the registration of shares to be
issued by Stagecoach pursuant to this Agreement under
applicable state securities laws or the exemption from
registration under such laws, and (ii) assurance reasonably
satisfactory to it that all
18
<PAGE>
permits and other authorizations necessary under state
securities laws to consummate the transactions contemplated
by this Agreement have been obtained.
(k) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it
is sought to restrain or prohibit or obtain damages or other
relief in connection with this Agreement or the transactions
contemplated herein.
(l) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the
transactions contemplated by this Agreement under Section
25(c) of the 1940 Act.
(m) Prior to the Valuation Time, each Overland Fund shall have
declared a dividend or dividends, with a record date and ex-
dividend date prior to the Valuation Time, which, together
with all previous dividends, shall have the effect of
distributing to its shareholders all of its net investment
company taxable income, if any, for the taxable periods or
years ending December 31, 1996 and for the taxable periods
from said date to and including the Effective Time of the
Consolidation (computed without regard to any deduction for
dividends paid), and all of its net capital gain, if any,
realized in taxable periods or years ending December 31,
1996, and in the taxable periods from said date to and
including the Effective Time of Consolidation.
(n) Overland shall have performed and complied in all material
respects with each of its agreements and covenants required
by this Agreement to be performed or complied with by it
prior to or at the Valuation Time and the Effective Time of
the Consolidation.
(o) Stagecoach shall have been furnished at the Effective Time
of the Consolidation with a certificate signed by an
appropriate officer of Stephens dated as of such date as to
the following matters:
(i) All statistical and research data, clerical,
accounting and bookkeeping records, periodic reports
to the SEC and any state securities agencies, tax
returns and other tax filings, shareholder lists and
other material shareholder
19
<PAGE>
data, complaint files and all other information,
books, records and documents maintained by Stephens
(or any affiliate of Stephens) and belonging to the
Overland Funds, including those required to be
maintained by Section 31(a) of the 1940 Act and Rules
31a-1 to 31a-3 thereunder, have been delivered to
Stagecoach.
(ii) All agreements, and all written or unwritten
arrangements and understandings, between Stephens (or
any affiliate of Stephens) and any of the Overland
Funds have terminated before or at the Effective Time
of the Consolidation and Stephens (and its
affiliates) have no claim for any further
compensation or payment of any kind under such
agreements, arrangements, or understandings.
(p) Stagecoach shall have received a letter from KPMG Peat
Marwick LLP addressed to Stagecoach and Overland in form
reasonably satisfactory to them, and dated the Effective
Time of the Consolidation, to the effect that, on the basis
of limited procedures agreed to by Stagecoach and Overland
and described in such letter (but not an examination in
accordance with generally accepted auditing standards), the
information relating to the Overland Funds appearing in the
N-14 Registration Statement and the Consolidation Proxy
Materials that is expressed in dollars or percentages of
dollars (with the exception of performance comparisons) has
been obtained from the accounting records of the Overland
Funds or from schedules prepared by officers of Overland
having responsibility for financial and reporting matters
and such information is in agreement with such records,
schedules or computations made therefrom.
(q) Stagecoach shall have received a letter from KPMG Peat
Marwick LLP addressed to Stagecoach and Overland in form
reasonably satisfactory to them, and dated the Effective
Time of the Consolidation, to the effect that on the basis
of limited procedures agreed to by Stagecoach and Overland
and described in such letter (but not an examination in
accordance with generally accepted auditing standards): (i)
nothing came to their attention that caused them to believe
that the unaudited pro forma financial statements included
in the N-14 Registration Statement do not comply as to form
in all material respects with the applicable accounting
requirements of rule 11-02 Regulation S-X or that the pro
forma adjustments have
20
<PAGE>
not properly been applied to the historical amounts in the
compilation of those amounts, (ii) the data used in the
calculation of the current and pro forma expense ratios of
the Stagecoach Funds appearing in the N-14 Registration
Statement and Consolidation Proxy Materials agree with
underlying accounting records of the Stagecoach Fund or to
written estimates provided by officers of Stagecoach having
responsibility for financial and reporting matters and were
found to be mathematically correct, and (iii) the
calculation of the net value of the Fund Assets and the net
asset value of the Stagecoach Fund shares, in each case as
of the Valuation Time, was determined in accordance with the
pricing policies and procedures of Stagecoach as described
in its then current prospectuses.
10. Overland Conditions. The obligations of Overland hereunder shall
-------------------
be subject to the following conditions precedent:
(a) This Agreement shall have been adopted and the transactions
contemplated by this Agreement (which shall not be deemed,
for these purposes, to include the matter described in
Section 6(a)) shall have been approved by the Board of
Directors of Stagecoach and by a majority of the
shareholders of the Overland Funds voting in the aggregate
and of each Overland Fund voting separately on a portfolio-
by-portfolio basis.
(b) All representations and warranties of Stagecoach made in
this Agreement shall be true and correct in all material
respects as if made at and as of the Valuation Time and the
Effective Time of the Consolidation.
(c) Stagecoach shall have delivered to Overland a certificate
executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in a form reasonably
satisfactory to Overland and dated as of the Effective Time
of the Consolidation, to the effect that the representations
and warranties of the Stagecoach Funds made in this
Agreement are true and correct at and as of the Effective
Time of the Consolidation, except as they may be affected by
the transactions contemplated by this Agreement and that, to
its best knowledge, the Fund Assets to be transferred to a
Stagecoach Fund under this Agreement as set forth in
Subsection 9(b) include only assets which such Stagecoach
Fund may properly acquire under its investment policies,
21
<PAGE>
limitations and objectives and may otherwise be lawfully
acquired by such Stagecoach Fund.
(d) Overland shall have received an opinion of Morrison &
Foerster LLP in form reasonably satisfactory to Overland and
dated the Effective Time of the Consolidation, substantially
to the effect that (i) Stagecoach is a Maryland corporation
duly established and validly existing under the laws of the
State of Maryland; (ii) the shares of the Stagecoach Funds
to be delivered to the Overland Funds as provided for by
this Agreement are duly authorized and upon delivery will be
validly issued, fully paid and non-assessable by Stagecoach;
(iii) this Agreement has been duly authorized, executed and
delivered by Stagecoach, and represents a legal, valid and
binding contract, enforceable in accordance with its terms,
subject to the effect of bankruptcy, insolvency, moratorium,
fraudulent conveyance and similar laws relating to or
affecting creditors' rights generally and court decisions
with respect thereto, and such counsel shall express no
opinion with respect to the application of equitable
principles in any proceeding whether at law or in equity;
(iv) the execution and delivery of this Agreement did not,
and the consummation of the transactions contemplated by
this Agreement will not, violate the Amended and Restated
Articles of Incorporation or By-Laws of Stagecoach or any
material contract known to such counsel to which Stagecoach
is a party or by which it is bound; and (v) no consent,
approval, authorization or order of any court or
governmental authority is required for the consummation by
Stagecoach of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933
Act, the 1934 Act, the 1940 Act, the rules and regulations
under those Acts and such as may be required by state
securities laws or such as may be required subsequent to the
Effective Time of the Consolidation. Such opinion may rely
on the opinion of other counsel to the extent set forth in
such opinion, provided such other counsel is reasonably
acceptable to Overland.
(e) Overland shall have received an opinion of Morrison &
Foerster LLP addressed to Stagecoach and Overland in a form
reasonably satisfactory to them, and dated the Effective
Time of Consolidation, with respect to the matters specified
in Subsections 9(g) and (h).
22
<PAGE>
(f) Overland shall have received (i) a memorandum addressed to
Stagecoach and Overland, in a form reasonably satisfactory
to them, prepared by Stephens or another person approved by
the parties concerning the registration of shares to be
issued by Stagecoach pursuant to this Agreement under
applicable state securities laws or the exemption from
registration under such laws, and (ii) assurance reasonably
satisfactory to it that all permits and other authorizations
necessary under state securities laws to consummate the
transactions contemplated by this Agreement have been
obtained.
(g) The N-1A Post-Effective Amendment and the N-14 Registration
Statement shall have become effective under the 1933 Act and
no stop order suspending the effectiveness shall have been
instituted, or to the knowledge of Stagecoach, contemplated
by the SEC and the parties shall have received all permits
and other authorizations necessary under state securities
laws to consummate the transactions contemplated herein.
(h) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency in which it
is sought to restrain or prohibit, or obtain damages or
other relief in connection with, this Agreement or the
transactions contemplated herein.
(i) The SEC shall not have issued any unfavorable advisory
report under Section 25(b) of the 1940 Act nor instituted
any proceeding seeking to enjoin consummation of the
transactions contemplated by this Agreement under Section
25(c) of the 1940 Act.
(j) Stagecoach shall have performed and complied in all material
respects with each of its agreements and covenants required
by this Agreement to be performed or complied with by it
prior to or at the Valuation Time and the Effective Time of
the Consolidation.
(k) Overland shall have received from Stagecoach a duly executed
instrument whereby each Stagecoach Fund assumes all of the
Liabilities of its corresponding Overland Fund.
(l) All agreements, and all written or unwritten arrangements
and understandings, between Stephens (or any affiliate of
Stephens)
23
<PAGE>
and any of the Overland Funds shall have terminated before
or at the Effective Time of the Consolidation.
(m) Overland shall have received a letter from KPMG Peat Marwick
LLP addressed to Overland and Stagecoach in form reasonably
satisfactory to it, and dated the Effective Time of the
Consolidation, to the effect that, on the basis of limited
procedures agreed to by Stagecoach and Overland and
described in such letter (but not an examination in
accordance with generally accepted auditing standards), the
information relating to the Overland Funds appearing in the
N-14 Registration Statement and the Consolidation Proxy
Materials that is expressed in dollars or percentages of
dollars (with the exception of performance comparisons) has
been obtained from the accounting records of the Overland
Funds or from schedules prepared by officers of Overland
having responsibility for financial and reporting matters
and such information is in agreement with such records,
schedules or computations made therefrom.
(n) Overland shall have received a letter from KPMG Peat Marwick
LLP addressed to Stagecoach and Overland in form reasonably
satisfactory to them, and dated the Effective Time of the
Consolidation, to the effect that on the basis of limited
procedures as agreed to by Stagecoach and Overland and
described in such letter (but not an examination in
accordance with generally accepted auditing standards) (i)
nothing came to their attention that caused them to believe
that the unaudited pro forma financial statements included
in the N-14 Registration Statement do not comply as to form
in all material respects with the applicable accounting
requirements of rule 11-02 Regulation S-X or that the pro
forma adjustments have not properly been applied to the
historical amounts in the compilation of those amounts, (ii)
the data used in the calculation of the current and pro
forma expense ratios of the Stagecoach Funds appearing in
the N-14 Registration Statement and Consolidation Proxy
Materials agree with underlying accounting records of the
Stagecoach Fund or to written estimates provided by officers
of Stagecoach having responsibility for financial and
reporting matters and were found to be mathematically
correct, and (iii) the calculation of the net value of the
Fund Assets and the net asset value of the Stagecoach Fund
shares, in each case as of the Valuation Time, was
determined in accordance with the pricing policies and
24
<PAGE>
procedures of Stagecoach as described in its then current
prospectuses.
11. Further Assurances. Subject to the terms and conditions herein
------------------
provided, each of the parties hereto shall use its best efforts to take, or
cause to be taken, such action, to execute and deliver, or cause to be executed
and delivered, such additional documents and instruments and to do, or cause to
be done, all things necessary, proper or advisable under the provisions of this
Agreement and under applicable law to consummate and make effective the
transactions contemplated by this Agreement, including without limitation,
delivering and/or causing to be delivered to the other party hereto each of the
items required under this Agreement as a condition to such party's obligations
hereunder. In addition, Overland shall deliver or cause to be delivered to
Stagecoach, each account, book, record or other document of the Overland Funds
required to be maintained by Section 31(a) of the 1940 Act and Rules 31a-1 to
31a-3 thereunder (regardless of whose possession they are in).
12. Survival of Representations and Warranties. The representations
------------------------------------------
and warranties of the parties set forth in this Agreement shall survive the
delivery of the Fund Assets to the Stagecoach Funds and the issuance of the
shares of the Stagecoach Funds at the Effective Time of the Consolidation.
13. Termination of Agreement. This Agreement may be terminated by a
------------------------
party at or, in the case of Subsection 13(c), below, at any time prior to, the
Effective Time of the Consolidation by a vote of a majority of its Board of
Directors as provided below:
(a) By Stagecoach if the conditions set forth in Section 9 are
not satisfied as specified in said Section;
(b) By Overland if the conditions set forth in Section 10 are
not satisfied as specified in said Section; and
(c) By mutual consent of both parties.
14. Amendment and Waiver. At any time prior to or (to the fullest
--------------------
extent permitted by law) after approval of this Agreement by the shareholders of
Overland (a) the parties hereto may, by written agreement authorized by their
respective Boards of Directors and with or without the further approval of their
shareholders, amend any of the provisions of this Agreement, and (b) either
party may waive any breach by the other party or the failure to satisfy any of
the conditions to its obligations (such waiver to be in writing and authorized
by the Board of Directors of the waiving party with or without the approval of
such party's shareholders). Without limiting the foregoing, in the event
shareholder approval of the matters specified in Section 6 is obtained with
respect to certain Overland Funds but not with respect to the other Overland
Funds, with the result that the transactions contemplated by this Agreement may
be consummated with respect to some but not all the Overland Funds, the Board of
Directors of Stagecoach and the Board of Directors of Overland may, in the
25
<PAGE>
exercise of their reasonable business judgment, either abandon this Agreement
with respect to all of the Overland Funds or direct that the Consolidation and
other transactions described herein be consummated to the degree the Boards deem
advisable.
15. Governing Law. This Agreement and the transactions contemplated
-------------
hereby shall be governed, construed and enforced in accordance with the laws of
the State of Maryland.
16. Successors and Assigns. This Agreement shall be binding upon the
----------------------
respective successors and permitted assigns of the parties hereto. This
Agreement and the rights, obligations and liabilities hereunder may not be
assigned by either party without the consent of the other party.
17. Beneficiaries. Nothing contained in this Agreement shall be
-------------
deemed to create rights in persons not parties hereto, other than the successors
and permitted assigns of the parties.
18. Brokerage Fees and Expenses. Stagecoach and Overland each
---------------------------
represents and warrants to the other that there are no brokers or finders
entitled to receive any payments in connection with the transactions provided
for herein.
19. Overland Liability. Intentionally Omitted.
------------------
20. Notices. All notices required or permitted herein shall be in
-------
writing and shall be deemed to be properly given when delivered personally or by
telefacsimile to the party entitled to receive the notice or when sent by
certified or registered mail, postage prepaid, or delivered to an
internationally recognized overnight courier service, in each case properly
addressed to the party entitled to receive such notice at the address or telefax
26
<PAGE>
number stated below or to such other address or telefax number as may hereafter
be furnished in writing by notice similarly given by one party to the other
party hereto:
If to Stagecoach:
Stagecoach Funds, Inc.
Corporate Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
With copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
Telefax Number: (202) 887-0763
If to Overland:
Overland Express Funds, Inc.
Corporate Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
With copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
Telefax Number: (202) 887-0763
21. Expenses. Each party shall be responsible for the payment of all
--------
expenses incurred by such party in connection with this Agreement and the
transactions contemplated hereby.
22. Announcements. Any announcement or similar publicity with respect
-------------
to this Agreement or the transactions contemplated herein shall be made only at
such time and in such manner as the parties shall agree; provided that nothing
--------
herein shall prevent either
27
<PAGE>
party upon notice to the other party from making such public announcements as
such party's counsel may consider advisable in order to satisfy the party's
legal and contractual obligations in such regard.
23. Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding of the parties hereto and supersedes any and all prior
agreements, arrangements and understandings relating to matters provided for
herein.
24. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which when executed and delivered shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers designated below as of the date
first written above.
OVERLAND EXPRESS FUNDS, INC.
ATTEST:
__________________________________ By: _________________________________
Michael W. Nolte Richard H. Blank, Jr.
Assistant Secretary Chief Operating Officer,
Secretary and Treasurer
STAGECOACH FUNDS, INC.
ATTEST:
__________________________________ By: _________________________________
Michael W. Nolte Richard H. Blank, Jr.
Assistant Secretary Chief Operating Officer,
Secretary and Treasurer
28
<PAGE>
APPENDIX II
INVESTMENT OBJECTIVES AND SIGNIFICANT
INVESTMENT POLICIES OF THE OVERLAND PORTFOLIOS AND
THE CORRESPONDING STAGECOACH FUNDS
This Appendix sets forth the investment objectives, and highlights
significant investment policies, of the nine Overland Portfolios that are being
consolidated into the corresponding existing Stagecoach Funds. The investment
objective for each Portfolio and Fund is stated in italics. The five new
Stagecoach Funds will have investment objectives and policies that are identical
to those of their corresponding Overland Portfolios and are therefore not
discussed in this Appendix. References to the "Funds" in the Comments sections
of this Appendix refer to the Portfolio and/or the corresponding Fund.
The information here summarizes only some of the investment policies and
limitations of each Portfolio and Fund. Additional information about the
investment objectives and policies of the Overland Portfolios and their
corresponding Stagecoach Funds is included in their most recent prospectuses and
statements of additional information. The prospectus for each existing
Stagecoach Fund is included in the materials provided to you. You may obtain the
prospectus and statement of additional information for each Overland Portfolio
and Stagecoach Fund by calling 1-800-572-7797.
I. MONEY MARKET FUNDS
A. OVERLAND MONEY MARKET FUND AND
STAGECOACH PRIME MONEY MARKET MUTUAL FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The MONEY MARKET FUND seeks to The PRIME MONEY MARKET MUTUAL FUND seeks
provide investors with a high level to provide investors with maximized
of current income, while preserving current income to the extent consistent
capital and liquidity, by investing with preservation of capital and
in high-quality, short-term and maintenance of liquidity.
securities.
Comments. The Funds pursue their objectives by investing in high quality
--------
short-term money market instruments and U.S. dollar denominated securities with
remaining maturities not exceeding 397 days (13 months), determined in
accordance with Rule 2a-7 under the Investment Company Act of 1940 (the "1940
Act"). The dollar-weighted average maturity of each Fund's investments is 90
days or less. The Funds seek to maintain a constant net asset value of $1.00 per
share.
<PAGE>
The Funds may not borrow money or issue senior securities, except that the
Funds may borrow from banks (or with regard to the Stagecoach Fund, enter into
reverse repurchase agreements) under certain circumstances. The Overland Money
Market Fund may borrow up to 10% of the current value of its net assets, whereas
the Stagecoach Prime Money Market Mutual Fund may borrow up to 20% of the
current value of its net assets.
B. OVERLAND U.S. TREASURY MONEY MARKET FUND AND
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The U.S. TREASURY MONEY MARKET FUND The TREASURY MONEY MARKET MUTUAL FUND
seeks to provide investors with a seeks to provide investors with current
high level of current income, while income and stability of principal.
preserving capital and liquidity, by
investing in short-term U.S.
Treasury bonds, notes and bills.
Comments. The Funds invest exclusively in obligations issued or guaranteed
--------
by the U.S. Treasury, such as U.S. Treasury bonds, notes and bills ("U.S.
Treasury obligations"), and in certificates of indebtedness and other
instruments, including repurchase agreements, fully collateralized by U.S.
Treasury obligations. The dollar-weighted average maturity of each Fund's
investments is 90 days or less. The Funds seek to maintain a constant net asset
value of $1.00 per share.
The Funds may not borrow money or issue senior securities, except that the
Funds may borrow from banks (or with regard to the Stagecoach Fund, enter into
reverse repurchase agreements) under certain circumstances. The Overland U.S.
Treasury Money Market Fund may borrow up to 10% of the current value of its net
assets, whereas the Stagecoach Treasury Money Market Mutual Fund may borrow up
to 20% of the current value of its net assets.
C. OVERLAND CALIFORNIA TAX-FREE MONEY MARKET FUND AND
STAGECOACH CALIFORNIA TAX-FREE MONEY MARKET MUTUAL FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The CALIFORNIA TAX-FREE MONEY MARKET The CALIFORNIA TAX-FREE MONEY MARKET
FUND seeks to provide investors with MUTUAL FUND seeks to obtain a high level
a high level of current income exempt of income exempt from federal income tax
from federal income taxes, a portion and California personal income tax,
of which is also exempt from while preserving capital and liquidity,
California personal income taxes, by investing in high-quality, short-term
while preserving capital and U.S. dollar
liquidity, by investing in
2
<PAGE>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
high-quality instruments, denominated money market instruments,
principally municipal securities. primarily municipal obligations.
Comments. In pursuing its investment objective, each Fund invests in
--------
securities with remaining maturities not exceeding 397 days (13 months),
determined in accordance with Rule 2a-7 under the 1940 Act. The dollar-weighted
average maturity of each Fund's investments is 90 days or less. The Funds seek
to maintain a constant net asset value of $1.00 per share. As used in their
statements of investment objectives, the terms 'municipal securities' and
'municipal obligations' are synonymous. The Funds invest primarily in municipal
securities issued by or on behalf of the State of California, its cities,
municipalities and other public authorities and also may invest in obligations
issued by other jurisdictions (such as the U.S. Virgin Islands, Guam and Puerto
Rico), that pay interest that is exempt from federal income taxes and California
personal income taxes. Under normal market conditions, at least 65% of each
Fund's total assets will consist of securities, the interest on which is exempt
from both federal income taxes and California personal income taxes. At the
close of each quarter of the Overland Portfolio's taxable year at least 50% of
its total assets will consist of such securities as a matter of fundamental
policy. Each Fund invests at least 80% of its net assets in municipal securities
that pay interest that is exempt from both federal income tax and the federal
alternative minimum tax ("AMT"), or in other open-end tax-free money market
funds with a similar fundamental policy.
Each Fund may invest a substantial portion of its assets in California
municipal obligations that are related in such a way that an economic, business
or political development or change affecting one such obligation would also
affect the other obligations. Because the Funds may concentrate in securities
issued by California, its agencies and municipalities, events in California are
more likely to affect their investments.
Each Fund may elect to invest temporarily up to 20% of the current value of
its net assets in cash reserves, high-quality taxable money market instruments
and high-quality municipal obligations, including cash reserves, U.S. Government
obligations, obligations of domestic banks, commercial paper, and repurchase
agreements, the income from which may or may not be exempt from federal income
taxes. Some portion of the income received by Fund shareholders may be subject
to federal income taxes and California personal income taxes. Each Fund is a
non-diversified portfolio, which means that its assets may be invested in fewer
issuers than a diversified portfolio and therefore the value of its assets may
be subject to greater impact by events affecting one of its investments.
3
<PAGE>
D. OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND AND
STAGECOACH NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The NATIONAL TAX-FREE INSTITUTIONAL The NATIONAL TAX-FREE MONEY MARKET
MONEY MARKET FUND seeks to provide MUTUAL FUND seeks to provide
investors with a high level of investors with a high level of income
income exempt from federal income exempt from federal income tax, while
tax, while preserving capital and preserving capital and liquidity.
liquidity.
Comments. The Funds are both feeder funds in the Tax-Free Money Market
--------
Master Portfolio of Master Investment Trust, and have identical investment
objectives and policies. The dollar-weighted average maturity of each Fund's
investments is 90 days or less. The Funds seek to maintain a constant net asset
value of $1.00 per share. The Funds seek to achieve their objective by investing
all of their assets in the Tax-Free Money Market Master Portfolio, which has the
same investment objective as the Funds. The Master Portfolio invests in high-
quality, U.S. dollar denominated money market instruments, primarily, municipal
obligations, with remaining maturities not exceeding 13 months. After the
proposed Consolidation, the Stagecoach Fund will withdraw its investment in the
Master Portfolio and instead will invest directly in a portfolio of securities.
The Stagecoach Fund will retain Wells Fargo Bank, the investment adviser to the
Master Portfolio, to manage its assets directly, in substantially the same
manner as Wells Fargo Bank currently manages the Master Portfolio's assets and
for the same advisory fee level.
4
<PAGE>
II. FIXED INCOME FUNDS
A. OVERLAND U.S. GOVERNMENT INCOME FUND AND
STAGECOACH GINNIE MAE FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The U.S. GOVERNMENT INCOME FUND The GINNIE MAE FUND seeks to provide
primarily seeks to provide investors investors with a long-term total rate
with current income, while preserving of return through preserving capital
capital, by investing in a portfolio and earning high interest income by
consisting of securities issued or investing principally in a portfolio
guaranteed by the U.S. Government, its of U.S. Government mortgage pass-
agencies and instrumentalities through securities, consisting
("U.S. Government Obligations"). primarily of securities issued by the
Government National Mortgage
Association ("GNMA"), Federal National
Mortgage Association ("FNMA") and
Federal Home Loan Mortgage Corporation
("FHLMC").
Comments. The Overland Portfolio invests at least 65% of its assets in
--------
U.S. Government Obligations, which may include government-backed mortgage pass-
through securities ("Pass-Through Securities"). The Stagecoach Fund currently
invests at least 65% of its assets in GNMA securities. If the Consolidation is
approved, the Ginnie Mae Fund will change its investment policies so that it
will no longer be required to invest 65% of its assets in GNMA securities.
Instead, the Ginnie Mae Fund will invest at least 65% of its assets in Pass-
Through Securities, including GNMA securities.
Each Fund may invest to the same extent in repurchase agreements, fixed
time deposits, when-issued securities, and highly-rated money market instruments
or unrated instruments of comparable quality for temporary purposes. Each Fund
may engage in securities lending.
The Ginnie Mae Fund may borrow up to 20%, whereas the U.S. Government
Income Fund may borrow only up to 10%, of the current value of its net assets
for temporary purposes in order to meet redemptions. As a matter of non-
fundamental policy, the U.S. Government Income Fund may enter into interest rate
futures contracts and may write call options and purchase call and put options
on interest rate futures contracts, provided that those transactions are
"covered" by segregated liquid assets, and may invest in warrants, whereas the
Ginnie Mae Fund currently does not use these investment strategies.
5
<PAGE>
III. TAX-FREE AND TAX-ADVANTAGED FUNDS
A. OVERLAND AND STAGECOACH CALIFORNIA TAX-FREE BOND FUNDS
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The CALIFORNIA TAX-FREE BOND FUND seeks The CALIFORNIA TAX-FREE BOND FUND
to provide investors with a high level seeks to provide investors with a
of income exempt from federal income taxes high level of income exempt from
and from California personal income taxes, federal income taxes and California
while preserving capital, by investing in personal income taxes, while
medium- to long-term, investment-grade preserving capital, by investing in
municipal securities. medium- to long-term, investment
grade municipal securities.
Comments. Under normal market conditions, the Funds invest at least 80%
--------
of their net assets in municipal securities, the interest on which is exempt
from both federal income taxes and the federal alternative minimum tax ("AMT"),
and they invest at least 65% of their net assets in municipal obligations exempt
from California personal income tax. Under normal market conditions, each Fund
invests substantially all of its assets in securities issued by the State of
California and its cities, municipalities and other public authorities and also
may invest in obligations issued by other jurisdictions (such as the U.S. Virgin
Islands, Guam and Puerto Rico), that pay interest that is exempt from California
personal income tax.
Municipal obligations acquired by both of the Funds must be rated in one of
the three highest investment-grade categories (or in the fourth highest category
when acceptable obligations with higher ratings are unavailable) at the time of
purchase, or unrated but determined to be of comparable quality by Wells Fargo
Bank. Each Fund may invest a substantial portion of its assets in California
municipal obligations that are related in such a way that an economic, business
or political development or change affecting one such obligation would also
affect the other obligations. Because the Funds may concentrate in securities
issued by California, its agencies and municipalities, events in California are
likely to affect their investments.
Each Fund may elect to invest temporarily up to 20% of the current value of
its net assets in cash reserves or in taxable securities in which the Fund may
invest, or in instruments the interest on which is exempt from federal income
taxes, but is not exempt from California personal income taxes. Each Fund may
make loans of its portfolio securities.
6
<PAGE>
B. OVERLAND MUNICIPAL INCOME FUND AND
STAGECOACH NATIONAL TAX-FREE FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The MUNICIPAL INCOME FUND seeks to The NATIONAL TAX-FREE FUND seeks
provide investors with a high level to provide investors with income
of income, consistent with the exempt from federal income tax.
preservation of capital, by investing
primarily in a diversified portfolio of
high quality, medium- to long-term municipal
securities issued by or on behalf of states,
territories and possessions or commonwealths
and of the United States and District of
Columbia or their political sub-divisions,
authorities, agencies and instrumentalities,
the income of which is exempt from federal
income tax, but may be subject to the AMT.
Comments. Under normal market conditions, the Funds invest at least 80%
--------
of their assets in securities the interest on which is exempt from federal
income tax. Although the Municipal Income Fund and National Tax-Free Fund each
invests a significant portion of its assets in securities that pay interest that
is exempt from federal income taxes, the Municipal Income Fund generally invests
at least 80% of its assets in securities that may be subject to the AMT, and the
National Tax-Free Fund generally invests no more than 20% of its assets in such
securities. These securities include private activity bonds (such as mortgage
revenue bonds and pollution control bonds).
Neither Fund has any restrictions as to the minimum or maximum maturity of
any individual security held by it or as to the weighted average maturity of its
portfolio.
Each Fund may from time to time invest a portion of its assets on a
temporary basis 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 reserves pending investment, during temporary defensive
periods, or if, in the opinion of the investment adviser, suitable tax-exempt
obligations are unavailable.
Shareholder approval is required to change the investment objective of the
Municipal Income Fund, but not that of the National Tax-Free Fund.
7
<PAGE>
IV. EQUITY FUNDS
A. OVERLAND SMALL CAP STRATEGY FUND AND
STAGECOACH SMALL CAP FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The SMALL CAP STRATEGY FUND seeks The SMALL CAP FUND seeks
above-average long-term capital above-average long-term capital
appreciation in order to provide appreciation in order to provide
investors with a rate of total investors with a rate of total return
return exceeding that of the Russell exceeding that of the Russell 2000
2000 Index (before fees and Index (before fees and expenses) over
expenses) over a time horizon of a time horizon of three to five years.
three to five years.
Comments. The Funds are both feeder funds in the Small Cap Master
--------
Portfolio of Master Investment Trust, and have identical investment objectives
and policies. The Funds seek to achieve their objectives by investing all of
their assets in the Small Cap Master Portfolio, which has the same investment
objective as the Funds. The Master Portfolio invests in growth-oriented common
stocks with market capitalizations between $50 million and $1 billion. After
the proposed Consolidation, the Stagecoach Fund will withdraw its investment in
the Master Portfolio and instead will invest directly in a portfolio of
securities. The Stagecoach Fund will retain Wells Fargo Bank, the investment
adviser to the Master Portfolio, to manage its assets directly, in substantially
the same manner as Wells Fargo Bank currently manages the Master Portfolio's
assets and for the same advisory fee level.
B. OVERLAND STRATEGIC GROWTH FUND AND
STAGECOACH AGGRESSIVE GROWTH FUND
Investment Objectives
---------------------
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
The STRATEGIC GROWTH FUND seeks to The AGGRESSIVE GROWTH FUND seeks to
provide investors with an provide investors with an
above-average level of capital above-average level of capital
appreciation. appreciation.
Comments. The Funds are feeder funds in the Capital Appreciation Master
--------
Portfolio of Master Investment Trust, and have identical investment objectives
and policies. The Funds seek to achieve their investment objective by investing
all of their assets in the Capital Appreciation Master Portfolio, which has the
same investment objective as the Funds. The Master Portfolio invests in a
broadly diversified portfolio of equity securities of companies expected to have
better-than-average prospects for appreciation. After the proposed
Consolidation, the Stagecoach Fund will withdraw its investment in the Master
Portfolio and instead will invest directly in a portfolio of
8
<PAGE>
securities. The Stagecoach Fund will retain Wells Fargo Bank, the investment
adviser to the Master Portfolio, to manage its assets directly, in substantially
the same manner as Wells Fargo Bank currently manages the Master Portfolio's
assets and for the same advisory fee level.
9
<PAGE>
APPENDIX III
EXPENSE SUMMARIES OF THE OVERLAND PORTFOLIOS
AND THE CORRESPONDING STAGECOACH FUNDS
____________________________________________
The following tables (a) compare the current fees and expenses for the
Overland Portfolios and the corresponding existing Stagecoach Funds and (b) show
the estimated fees and expenses for the corresponding Stagecoach Funds on a pro
forma basis after giving effect to the Consolidation. The purpose of the tables
is to assist shareholders in understanding the various costs and expenses that
investors in the Funds will pay directly or indirectly. The Class A shares of
the Overland Index Allocation, Municipal Income, Short-Term Government Corporate
Income, Short-Term Municipal Income, Small Cap Strategy, Strategic Growth and
Variable Rate Government Funds are subject to a either a 0.25% Rule 12b-1 fee or
a 0.25% Administrative Servicing Fee. In no case will shareholders be assessed
both 12b-1 and Administrative Servicing Fees and Total Fund Operating Expenses
for such Class A shares will not be greater than the amounts shown in the
following tables because of the combination of such fees. The tables do not
reflect any charges that may be imposed by institutions directly on their
customer accounts in connection with investments in the portfolios.
<PAGE>
OVERLAND CALIFORNIA TAX-FREE BOND FUND CLASS A SHARES
STAGECOACH CALIFORNIA TAX-FREE BOND FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
CALIFORNIA CALIFORNIA
TAX-FREE TAX-FREE
BOND BOND PRO FORMA
---- ---- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)...................... 4.50% 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends............. None None None
Maximum Sales Charge on Redemptions...................... None None None
Redemption Fees.......................................... None None None
Exchange Fees............................................ None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees.......................................... 0.50% 0.50% 0.50%
Rule 12b-1 Fees.......................................... 0.00% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)/1/...... 0.24% 0.13% 0.19%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/2/..................... 0.74% 0.68% 0.74%
==== ==== ====
</TABLE>
__________________
/1/ Other Expenses (before waivers or reimbursements) would be 0.32% for
the Overland Fund, 0.52% for the Stagecoach Fund and 0.53% for the Pro
Forma Fund.
/2/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.82% for the Overland Fund, 1.07% for the Stagecoach Fund and
1.08% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
CALIFORNIA CALIFORNIA
TAX-FREE TAX-FREE
BOND BOND PRO FORMA
---- ---- ---------
<S> <C> <C> <C>
1 year............................... $ 52 $ 52 $ 52
3 years.............................. 68 66 68
5 years.............................. 84 81 84
10 years............................. 133 126 133
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
2
<PAGE>
OVERLAND CALIFORNIA TAX-FREE BOND FUND CLASS D SHARES
STAGECOACH CALIFORNIA TAX-FREE BOND FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
CALIFORNIA CALIFORNIA
TAX-FREE TAX-FREE BOND
BOND PRO FORMA
---- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)................. None None
Maximum Sales Charge on Reinvested Dividends........ None None
Maximum Sales Charge on Redemptions
Redemption during year 1......................... 1.00% 1.00%
Redemption after year 1.......................... 0.00% 0.00%
Redemption Fees..................................... None None
Exchange Fees....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees..................................... 0.50% 0.50%
Rule 12b-1 Fees..................................... 0.50% 0.50%/1/
Other Expenses (after waivers or reimbursements)/2/. 0.46% 0.44%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/................ 1.46% 1.44%
==== ====
</TABLE>
__________________
/1/ If the Rule 12b-1 proposal is approved, the maximum Rule 12b-1 Fees
payable by the Stagecoach Fund would be 0.75%.
/2/ Other Expenses (before waivers or reimbursements) would be 0.59% for
the Overland Fund and 0.53% for the Stagecoach Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.59% for the Overland Fund. Total Fund Operating Expenses (before
waivers or reimbursements) for the Stagecoach Fund would be 1.53%
if the Rule 12b-1 proposal is not approved, and 1.78% if the proposal
is approved.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND CALIFORNIA
CALIFORNIA TAX-FREE
TAX-FREE BOND
BOND PRO FORMA
---- ---------
<S> <C> <C>
1 year................................ $ 25 $ 25
3 years............................... 46 46
5 years............................... 80 79
10 years.............................. 175 172
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
3
<PAGE>
OVERLAND CALIFORNIA TAX-FREE MONEY MARKET FUND
STAGECOACH CALIFORNIA TAX-FREE MONEY MARKET MUTUAL FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND CALIFORNIA
CALIFORNIA TAX-FREE
TAX-FREE MONEY
MONEY MARKET
MARKET MUTUAL PRO FORMA
------ ------ ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).................. None None None
Maximum Sales Charge on Reinvested Dividends......... None None None
Maximum Sales Charge on Redemptions.................. None None None
Redemption Fees...................................... None None None
Exchange Fees........................................ None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees...................................... 0.45% 0.50% 0.50%
Rule 12b-1 Fees...................................... 0.00% 0.03% 0.05%
Other Expenses (after waivers or reimbursements)/1/.. 0.18% 0.12% 0.10%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/2/................. 0.63% 0.65% 0.65%
==== ==== ====
</TABLE>
_____________________
/1/ Other Expenses would be 0.49% for the Stagecoach Fund and 0.47% for
the Pro Forma Fund.
/2/ Total Fund Operating Expenses would be 1.02% for the Stagecoach
Fund and the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND CALIFORNIA
CALIFORNIA TAX-FREE
TAX-FREE MONEY
MONEY MARKET
MARKET MUTUAL PRO FORMA
------ ------ ----------
<S> <C> <C> <C>
1 year............................ $ 6 $ 7 $ 7
3 years........................... 20 21 21
5 years........................... 35 36 36
10 years.......................... 79 81 81
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
4
<PAGE>
OVERLAND INDEX ALLOCATION CLASS A SHARES
STAGECOACH INDEX ALLOCATION CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).................. 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends......... None None
Maximum Sales Charge on Redemptions.................. None None
Redemption Fees...................................... None None
Exchange Fees........................................ None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees...................................... 0.70% 0.70%
Rule 12b-1 Fees...................................... 0.25% 0.25%
Other Expenses (after waivers or reimbursements)/1/.. 0.36% 0.36%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/2/................. 1.31% 1.31%
==== ====
</TABLE>
____________________
/1/ Other Expenses (before waivers or reimbursements) would be 0.49% for
the Overland Fund and the Stagecoach Fund.
/2/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.44% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ---------
<S> <C> <C>
1 year.................................. $ 58 $ 58
3 years................................. 85 85
5 years................................. 114 114
10 years................................ 196 196
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
5
<PAGE>
OVERLAND INDEX ALLOCATION CLASS D SHARES
STAGECOACH INDEX ALLOCATION CLASS C SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)................. None None
Maximum Sales Charge on Reinvested Dividends........ None None
Maximum Sales Charge on Redemptions
Redemption during year 1 ........................ 1.00% 1.00%
Redemption after year 1 ......................... 0.00% 0.00%
Redemption Fees..................................... None None
Exchange Fees....................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees..................................... 0.70% 0.70%
Rule 12b-1 Fees..................................... 0.75% 0.75%
Other Expenses (after waivers or reimbursements)/1/. 0.60% 0.60%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/2/................ 2.05% 2.05%
==== ====
</TABLE>
_______________
/1/ Other Expenses (before waivers or reimbursements) would be 0.75% for
the Overland Fund and 0.75% for the Stagecoach Fund.
/2/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 2.20% for the Overland Fund and 2.20% for the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ---------
<S> <C> <C>
1 year....................... $ 31 $ 31
3 years...................... 64 64
5 years...................... 110 110
10 years..................... 238 238
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
6
<PAGE>
OVERLAND MONEY MARKET FUND CLASS A SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
PRIME MONEY
OVERLAND MARKET
MONEY MARKET MUTUAL PRO FORMA
------------ ------ ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)................. None None None
Maximum Sales Charge on Reinvested Dividends........ None None None
Maximum Sales Charge on Redemptions................. None None None
Redemption Fees..................................... None None None
Exchange Fees....................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/ 0.25% 0.12% 0.12%
Rule 12b-1 Fees..................................... 0.25% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)/2/. 0.15% 0.38% 0.48%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/................ 0.65% 0.55% 0.65%
==== ==== ====
</TABLE>
__________________________
/1/ Management Fee (before waivers or reimbursements) would be 0.25%
for the Stagecoach and the Pro Forma Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.16%
for the Overland Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.66% for the Overland Fund, 0.68% for the Stagecoach Fund
and 0.78% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
MONEY PRIME MONEY
MARKET MARKET MUTUAL PRO FORMA
------ ------------- ---------
<S> <C> <C> <C>
1 year.................................. $ 7 $ 6 $ 7
3 years................................. 21 18 21
5 years................................. 36 31 36
10 years................................ 81 69 81
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
7
<PAGE>
OVERLAND MONEY MARKET FUND INSTITUTIONAL CLASS SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND ADMINISTRATIVE CLASS SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND PRIME MONEY
MONEY MARKET MUTUAL
MARKET PRO FORMA
------ ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)................... None None
Maximum Sales Charge on Reinvested Dividends.......... None None
Maximum Sales Charge on Redemptions................... None None
Redemption Fees....................................... None None
Exchange Fees......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/.. 0.25% 0.12%
Rule 12b-1 Fees....................................... None None
Other Expenses (after waivers or reimbursements)/2/... 0.15% 0.28%
----- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/.................. 0.40% 0.40%
===== ====
</TABLE>
______________________
/1/ Management Fee (before waivers or reimbursements) would be 0.25%
for the Stagecoach Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.16%
for the Overland Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements)
would be 0.41% for the Overland Fund and 0.53% for the Stagecoach
Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND PRIME MONEY
MONEY MARKET MUTUAL
MARKET PRO FORMA
------ ---------
<S> <C> <C>
1 year..................... $ 4 $ 4
3 years.................... 13 13
5 years.................... 22 22
10 years................... 51 51
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
8
<PAGE>
OVERLAND MUNICIPAL INCOME FUND CLASS A SHARES
STAGECOACH NATIONAL TAX-FREE FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
MUNICIPAL NATIONAL
INCOME TAX-FREE PRO FORMA
------ -------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).............................. 3.00% 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends..................... None None None
Maximum Sales Charge on Redemptions.............................. None None None
Redemption Fees.................................................. None None None
Exchange Fees.................................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/............. 0.33% 0.00% 0.50%
Rule 12b-1 Fees.................................................. 0.15% 0.00% 0.05%
Other Expenses (after waivers or reimbursements)/2/.............. 0.32% 0.35% 0.25%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/............................. 0.80% 0.35% 0.80%
==== ==== ====
</TABLE>
_________________
/1/ Management Fees (before waivers or reimbursements) would be 0.50%
for the Overland Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.60% for the
Overland Fund and the Stagecoach Fund, and 0.71% for the Pro Forma Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.25% for the Overland Fund, 1.10% for the Stagecoach Fund and
1.26% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
MUNICIPAL NATIONAL
INCOME TAX-FREE PRO FORMA
------ -------- ---------
<S> <C> <C> <C>
1 year...................... $ 38 $ 48 $ 53
3 years..................... 55 56 69
5 years..................... 73 64 87
10 years.................... 126 87 140
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
9
<PAGE>
OVERLAND MUNICIPAL INCOME FUND CLASS D SHARES
STAGECOACH NATIONAL TAX-FREE FUND CLASS C SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND NATIONAL
MUNICIPAL TAX-FREE
INCOME PRO FORMA
------ -----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)...................... None None
Maximum Sales Charge on Reinvested Dividends............. None None
Maximum Sales Charge on Redemptions
Redemption during year 1.............................. 1.00% 1.00%
Redemption after year 1............................... 0.00% 0.00%
Redemption Fees.......................................... None None
Exchange Fees............................................ None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/..... 0.33% 0.50%
Rule 12b-1 Fees.......................................... 0.50% 0.50%/2/
Other Expenses (after waivers or reimbursements)/3/...... 0.57% 0.40%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/4/..................... 1.40% 1.40%
==== ====
</TABLE>
_______________
/1/ Management Fees (before waivers or reimbursements) would be 0.50% for
the Overland Fund.
/2/ If the Rule 12b-1 proposal is approved, the maximum Rule 12b-1 Fees
payable by the Stagecoach Fund would be 0.75%.
/3/ Other Expenses (before waivers or reimbursements) would be 0.92% for the
Overland Fund and 0.71% for the Stagecoach Fund.
/4/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.92% for the Overland Fund. Total Fund Operating Expenses (before
waivers or reimbursements) for the Stagecoach Fund would be 1.71% if the
Rule 12b-1 proposal is not approved and 1.96% if the proposal is
approved.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND NATIONAL
MUNICIPAL TAX-FREE
INCOME PRO FORMA
------ ---------
<S> <C> <C>
1 year............................ $ 24 $ 24
3 years........................... 44 44
5 years........................... 77 77
10 years.......................... 168 168
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
10
<PAGE>
OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
STAGECOACH NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND -
INSTITUTIONAL CLASS SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
NATIONAL NATIONAL
TAX-FREE TAX-FREE
INSTITUTIONAL MONEY
MONEY MARKET MUTUAL
MARKET/1/ PRO FORMA
--------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)....................... None None
Maximum Sales Charge on Reinvested Dividends.............. None None
Maximum Sales Charge on Redemptions....................... None None
Redemption Fees........................................... None None
Exchange Fees............................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/2/...... 0.19% 0.19%
Rule 12b-1 Fees........................................... None None
Other Expenses (after waivers or reimbursements)/3/....... 0.11% 0.11%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/4/...................... 0.30% 0.30%
==== ====
</TABLE>
___________________
/1/ Includes expenses charged to the Fund and Master Portfolio.
/2/ Management Fees (before waivers or reimbursements) would be 0.30% for
the Overland Fund and the Stagecoach Fund.
/3/ Other Expenses (before waivers or reimbursements) would be 0.21% for the
Overland Fund and 0.47% for the Stagecoach Fund.
/4/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.51% for the Overland Fund and 0.77% for the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
OVERLAND
NATIONAL STAGECOACH
TAX-FREE NATIONAL
INSTITUTIONAL TAX-FREE MONEY
MONEY MARKET MUTUAL
MARKET PRO FORMA
------ ---------
<S> <C> <C>
1 year.................... $ 3 $ 3
3 years................... 10 10
5 years................... 17 17
10 years.................. 38 38
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
11
<PAGE>
OVERLAND SWEEP FUND
STAGECOACH OVERLAND SWEEP FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SWEEP FUND
SWEEP FUND/1/ PRO FORMA
---------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)................... None None
Maximum Sales Charge on Reinvested Dividends.......... None None
Maximum Sales Charge on Redemptions................... None None
Redemption Fees....................................... None None
Exchange Fees......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees....................................... 0.25% 0.45%
Rule 12b-1 Fees....................................... 0.55% 0.30%
Other Expenses (after waivers or reimbursements)/2/...... 0.44% 0.49%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/..................... 1.24% 1.24%
==== ====
</TABLE>
_______________
/1/ Includes expenses charged to the Fund and Master Portfolio.
/2/ Other Expenses (before waivers or reimbursements) would be 0.46% for the
Overland Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.26% for the Overland Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
SWEEP
OVERLAND FUND
SWEEP FUND PRO FORMA
---------- ---------
<S> <C> <C>
1 year.................... $ 13 $ 13
3 years................... 39 39
5 years................... 68 68
10 years.................. 150 150
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
12
<PAGE>
OVERLAND SHORT-TERM GOVERNMENT-CORPORATE INCOME FUND
STAGECOACH SHORT-TERM GOVERNMENT-CORPORATE INCOME FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM GOVERNMENT
GOVERNMENT- -CORPORATE
CORPORATE INCOME FUND
INCOME FUND/1/ PRO FORMA
------------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)........................ 3.00% 3.00%
Maximum Sales Charge on Reinvested Dividends............... None None
Maximum Sales Charge on Redemptions........................ None None
Redemption Fees............................................ None None
Exchange Fees.............................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/2/....... 0.00% 0.00%
Rule 12b-1 Fees............................................ 0.25% 0.25%
Other Expenses (after waivers or reimbursements)/3/........ 0.15% 0.15%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/4/....................... 0.40% 0.40%
==== ====
</TABLE>
______________________
/1/ Includes expenses charged to the Fund and Master Portfolio.
/2/ Management Fees (before waivers or reimbursements) would be 0.50% for
the Overland Fund and the Stagecoach Fund.
/3/ Other Expenses (before waivers or reimbursements) would be 1.10% for
the Overland Fund and the Stagecoach Fund.
/4/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.85% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1)
5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM GOVERNMENT
GOVERNMENT- CORPORATE INCOME
CORPORATE FUND
INCOME FUND PRO FORMA
----------- ---------
<S> <C> <C>
1 year............................................... $ 34 $ 34
3 years.............................................. 42 42
5 years.............................................. 52 52
10 years............................................. 79 79
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
13
<PAGE>
OVERLAND SHORT-TERM MUNICIPAL INCOME FUND
STAGECOACH SHORT-TERM MUNICIPAL INCOME FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM MUNICIPAL
MUNICIPAL INCOME FUND
INCOME FUND/1/ PRO FORMA
-------------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)............................ 3.00% 3.00%
Maximum Sales Charge on Reinvested Dividends................... None None
Maximum Sales Charge on Redemptions............................ None None
Redemption Fees................................................ None None
Exchange Fees.................................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/2/........... 0.00% 0.00%
Rule 12b-1 Fees................................................ 0.25% 0.25%
Other Expenses (after waivers or reimbursements)/3/............ 0.15% 0.15%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/4/........................... 0.40% 0.40%
==== ====
</TABLE>
______________________
/1/ Includes expenses charged to the Fund and Master Portfolio.
/2/ Management Fees (before waivers or reimbursements) would be 0.50% for
the Overland Fund and the Stagecoach Fund.
/3/ Other Expenses (before waivers or reimbursements) would be 0.68% for
the Overland Fund and the Stagecoach Fund.
/4/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.43% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM MUNICIPAL
MUNICIPAL INCOME FUND
INCOME FUND PRO FORMA
----------- ---------
<S> <C> <C>
1 year................................................. $ 34 $ 34
3 years................................................ 42 42
5 years................................................ 52 52
10 years............................................... 79 79
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
14
<PAGE>
OVERLAND SMALL CAP STRATEGY FUND CLASS A SHARES
STAGECOACH SMALL CAP FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND
SMALL CAP STAGECOACH
STRATEGY/1/ SMALL CAP/1/ PRO FORMA
----------- ------------ ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)................... 4.50% 5.25% 5.25%
Maximum Sales Charge on Reinvested Dividends.......... None None None
Maximum Sales Charge on Redemptions................... None None None
Redemption Fees....................................... None None None
Exchange Fees......................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees....................................... 0.60% 0.60% 0.60%
Rule 12b-1 Fees....................................... 0.25% 0.10% 0.10%
Other Expenses (after waivers or reimbursements)/2/... 0.50% 0.40% 0.65%
---- ---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/.................. 1.35% 1.10% 1.35%
==== ==== ====
</TABLE>
______________________
/1/ Includes expenses charged to the Fund and Master Portfolio.
/2/ Other Expenses (before waivers or reimbursements) would be 4.72% for
the Overland Fund, 1.00% for the Stagecoach Fund and 1.44% for the
Pro Forma Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 5.57% for the Overland Fund, 1.70% for the
Stagecoach Fund and 2.14% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND
SMALL CAP STAGECOACH
STRATEGY SMALL CAP PRO FORMA
-------- --------- ---------
<S> <C> <C> <C>
1 year.......................................... $ 58 $ 63 $ 66
3 years......................................... 86 86 $ 93
5 years......................................... 116 110 $ 123
10 years........................................ 200 179 $ 206
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
15
<PAGE>
OVERLAND SMALL CAP STRATEGY FUND CLASS D SHARES
STAGECOACH SMALL CAP FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
SMALL CAP SMALL CAP
STRATEGY/1/ PRO FORMA
----------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)............................ None None
Maximum Sales Charge on Reinvested Dividends................... None None
Maximum Sales Charge on Redemptions
Redemption during year 1.................................... 1.00% 1.00%
Redemption after year 1..................................... 0.00% 0.00%
Redemption Fees................................................ None None
Exchange Fees.................................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees................................................ 0.60% 0.60%
Rule 12b-1 Fees................................................ 0.75% 0.75%
Other Expenses (after waivers or reimbursements)/2/............ 0.75% 0.75%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/........................... 2.10% 2.10%
==== ====
</TABLE>
______________________
/1/ Includes expenses charged to the Fund and Master Portfolio.
/2/ Other Expenses (before waivers or reimbursements) would be
4.95% for the Overland Fund and 1.54% for the Pro Forma Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 6.30% for the Overland Fund and 2.89% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
SMALL CAP SMALL CAP
STRATEGY PRO FORMA
-------- ---------
<S> <C> <C>
1 year................................................ $ 31 $ 31
3 years............................................... 66 66
5 years............................................... 113 113
10 years.............................................. 243 243
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
16
<PAGE>
OVERLAND STRATEGIC GROWTH FUND CLASS A SHARES
STAGECOACH AGGRESSIVE GROWTH FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
STRATEGIC AGGRESSIVE
GROWTH/1/ GROWTH/1/ PRO FORMA
--------- --------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)......................... 4.50% 5.25% 5.25%
Maximum Sales Charge on Reinvested Dividends................ None None None
Maximum Sales Charge on Redemptions......................... None None None
Redemption Fees............................................. None None None
Exchange Fees............................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees............................................. 0.50% 0.50% 0.50%
Rule 12b-1 Fees............................................. 0.25% 0.10% 0.10%
Other Expenses (after waivers or reimbursements)/2/......... 0.53% 0.79% 0.70%
---- ---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/........................ 1.28% 1.39% 1.30%
==== ==== ====
</TABLE>
______________________
/1/ Includes expenses charged to the Fund and Master Portfolio.
/2/ Other Expenses (before waivers or reimbursements) would be 1.00% for
the Stagecoach Fund and 0.70% for the Pro Forma Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.60% for the Stagecoach Fund and 1.30% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
STRATEGIC AGGRESSIVE
GROWTH GROWTH PRO FORMA
------ ------ ---------
<S> <C> <C> <C>
1 year.................................................. $ 57 $ 66 $ 65
3 years................................................. 84 94 92
5 years................................................. 112 125 120
10 years................................................ 193 211 201
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
17
<PAGE>
OVERLAND STRATEGIC GROWTH FUND CLASS D SHARES
STAGECOACH AGGRESSIVE GROWTH FUND CLASS C SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND AGGRESSIVE
STRATEGIC GROWTH
GROWTH PRO FORMA
------ ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)....................... None None
Maximum Sales Charge on Reinvested Dividends.............. None None
Maximum Sales Charge on Redemptions
Redemption during year 1............................... 1.00% 1.00%
Redemption after year 1................................ 0.00% 0.00%
Redemption Fees........................................... None None
Exchange Fee.............................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees........................................... 0.50% 0.50%
Rule 12b-1 Fees........................................... 0.75% 0.75%
Other Expenses (after waivers or reimbursements).......... 0.75% 0.75%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)......................... 2.00% 2.00%
==== ====
</TABLE>
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1)
5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND AGGRESSIVE
STRATEGIC GROWTH
GROWTH PRO FORMA
------ ---------
<S> <C> <C>
1 year...................................................... $ 30 $ 30
3 years..................................................... 63 63
5 years..................................................... 108 108
10 years.................................................... 233 233
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
18
<PAGE>
OVERLAND U.S. GOVERNMENT INCOME FUND CLASS A SHARES
STAGECOACH GINNIE MAE (U.S. GOVERNMENT INCOME) FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND
U.S. GOV. STAGECOACH
INCOME GINNIE MAE PRO FORMA
------ ---------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)..................... 4.50% 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends ........... None None None
Maximum Sales Charge on Redemptions .................... None None None
Redemption Fees ........................................ None None None
Exchange Fees .......................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/.... 0.39% 0.50% 0.50%
Rule 12b-1 Fees ........................................ 0.00% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)/2/ .... 0.50% 0.27% 0.33%
-------- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/.................... 0.89% 0.82% 0.88%
======== ==== ====
</TABLE>
____________________________
/1/ Management Fees (before waivers or reimbursements) would be 0.50%
for the Overland Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.74% for
the Overland Fund, 0.64% for the Stagecoach Fund and 0.65% for the Pro
Forma Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 1.24% for the Overland Fund, 1.19% for the Stagecoach
Fund and 1.20% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION> OVERLAND
U.S. GOV. STAGECOACH
INCOME GINNIE MAE PRO FORMA
---------- ---------- ----------
<S> <C> <C> <C>
1 year ................................................... $ 54 $ 53 $ 54
3 years .................................................. 72 70 72
5 years................................................... 92 88 92
10 years ................................................. 150 142 149
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
19
<PAGE>
OVERLAND U.S. GOVERNMENT INCOME FUND CLASS D SHARES
STAGECOACH GINNIE MAE (U.S. GOVERNMENT INCOME) FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. GOV. GINNIE MAE
INCOME PRO FORMA
----------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)........................................... None None
Maximum Sales Charge on Reinvested Dividends.................................. None None
Maximum Sales Charge on Redemptions
Redemption during year 1................................................... 1.00% 1.00%
Redemption after year 1.................................................... 0.00% 0.00%
Redemption Fees............................................................... None None
Exchange Fees................................................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/ ......................... 0.39% 0.50%
Rule 12b-1 Fees .............................................................. 0.50% 0.50%/2/
Other Expenses (after waivers or reimbursements)/3/ .......................... 0.73% 0.58%
-------- --------
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/4/ ......................................... 1.62% 1.58%
======== ========
</TABLE>
____________________________
/1/ Management Fees (before waivers or reimbursements) would be
0.50% for the Overland Fund.
/2/ If the Rule 12b-1 proposal is approved, the maximum Rule 12b-1
Fees payable by the Stagecoach Fund would be 0.75%.
/3/ Other Expenses (before waivers or reimbursements) would be 2.39%
for the Overland Fund and 0.65% for the Stagecoach Fund.
/4/ Total Fund Operating Expenses (before waivers or reimbursements)
would be 3.39% for the Overland Fund. Total Fund Operating
Expenses (before waivers or reimbursements) for the Stagecoach
Fund would be 1.65% if the Rule 12b-1 proposal is not approved
and 1.90% if the proposal is approved.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. GOV. GINNIE MAE
INCOME PRO FORMA
---------- ------------
<S> <C> <C>
1 year ............................... $ 26 $ 26
3 years .............................. 51 50
5 years .............................. 88 86
10 years ............................. 192 188
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
20
<PAGE>
OVERLAND U.S. TREASURY MONEY MARKET FUND CLASS A SHARES
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND TREASURY
U.S. TREASURY MONEY
MONEY MARKET
MARKET MUTUAL PRO FORMA
---------- -------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price) ................................... None None None
Maximum Sales Charge on Reinvested Dividends .......................... None None None
Maximum Sales Charge on Redemptions ...................................
Redemption Fees ....................................................... None None None
Exchange Fees ......................................................... None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/ .................. 0.25% 0.12% 0.12%
Rule 12b-1 Fees ....................................................... 0.25% 0.05% 0.05%
Other Expenses (after waivers or reimbursements)/2/ ................... 0.15% 0.38% 0.48%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/ .................................. 0.65% 0.55% 0.65%
==== ==== ====
</TABLE>
___________________________
/1/ Management Fees (before waivers or reimbursements) would be 0.25% for
the Stagecoach Fund and the Pro Forma Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.21% for
the Overland Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.71% for the Overland Fund, 0.68% for the Stagecoach Fund and
0.78% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. TREASURY TREASURY
MONEY MONEY MARKET
MARKET MUTUAL PRO FORMA
------ ------ ---------
<S> <C> <C> <C>
1 year ................. $ 7 $ 6 $ 7
3 years ................ 21 18 21
5 years ................ 36 31 36
10 years ............... 81 69 81
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
21
<PAGE>
OVERLAND U.S. TREASURY MONEY MARKET FUND
INSTITUTIONAL CLASS SHARES
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND
ADMINISTRATIVE CLASS SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. TREASURY
TREASURY MONEY MARKET
MONEY MUTUAL
MARKET PRO FORMA
------ ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price) .................................... None None
Maximum Sales Charge on Reinvested Dividends ........................... None None
Maximum Sales Charge on Redemptions
Redemption Fees ....................................................... None None
Exchange Fees ......................................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/ .................... 0.25% 0.12%
Rule 12b-1 Fees ......................................................... 0.00% 0.00%
Other Expenses (after waivers or reimbursements ) ....................... 0.15%/2/ 0.28%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/ .................................... 0.40% 0.40%
==== ====
</TABLE>
____________________________
/1/ Management Fees (before waivers or reimbursements) would be 0.50% for
the Stagecoach Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.20% for
the Overland Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements) would
be 0.45% for the Overland Fund and 0.53% for the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. TREASURY
TREASURY MARKET MONEY
MONEY MUTUAL
MARKET PRO FORMA
------ ---------
<S> <C> <C>
1 year ..................... $ 4 $ 4
3 years .................... 13 13
5 years .................... 22 22
10 years ................... 51 51
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
22
<PAGE>
OVERLAND VARIABLE RATE GOVERNMENT FUND CLASS A SHARES
STAGECOACH VARIABLE RATE GOVERNMENT FUND CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND VARIABLE RATE
VARIABLE RATE GOVERNMENT
GOVERNMENT FUND
FUND PRO FORMA
---------------- ---------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price) .............................................. 3.00% 3.00%
Maximum Sales Charge on Reinvested Dividends ..................................... None None
Maximum Sales Charge on Redemptions ............................................. None None
Redemption Fees ................................................................. None None
Exchange Fees .................................................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/ ............................. 0.40% 0.40%
Rule 12b-1 Fees .................................................................. 0.25% 0.25%
Other Expenses (after waivers or reimbursements)/2/ .............................. 0.13% 0.13%
-------- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/ ............................................. 0.78% 0.78%
======== ====
</TABLE>
___________________________
/1/ Management Fees (before waivers or reimbursements) would be
0.50% for each Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.23%
for the Overland Fund and 0.48% for the Stagecoach Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements)
would be 0.98% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
VARIABLE RATE VARIABLE RATE
GOVERNMENT GOVERNMENT FUND
FUND PRO FORMA
---------------- -----------------
<S> <C> <C>
1 year ......................... $ 38 $38
3 years ........................ 54 54
5 years ........................ 72 72
10 years ....................... 124 124
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL
RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED
AMOUNT.
23
<PAGE>
OVERLAND VARIABLE RATE GOVERNMENT FUND CLASS D SHARES
STAGECOACH VARIABLE RATE GOVERNMENT FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
VARIABLE RATE VARIABLE RATE
GOVERNMENT GOVERNMENT FUND
FUND PRO FORMA
---- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price) ........................................ None None
Maximum Sales Charge on Reinvested Dividends ............................... None None
Maximum Sales Charge on Redemptions ........................................
Redemption during year 1 ................................................ 1.00% 1.00%
Redemption after year 1 ................................................ 0.00% 0.00%
Redemption Fees ........................................................... None None
Exchange Fees .............................................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/ ....................... 0.40% 0.40%
Rule 12b-1 Fees ............................................................ 0.50% 0.50%
Other Expenses (after waivers or reimbursements)/2/ ........................ 0.38% 0.38%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements) /3/ ...................................... 1.28% 1.28%
==== ====
</TABLE>
________________________
/1/ Management Fees (before waivers or reimbursements) would be
0.50% for the Overland Fund and the Stagecoach Fund.
/2/ Other Expenses (before waivers or reimbursements) would be 0.67% for
the Overland Fund and the Stagecoach Fund.
/3/ Total Fund Operating Expenses (before waivers or reimbursements)
would be 1.67% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND VARIABLE RATE
VARIABLE RATE GOVERNMENT
GOVERNMENT FUND
FUND PRO FORMA
---- ---------
<S> <C> <C>
1 year .............................. $ 23 $ 23
3 years ............................. 41 41
5 years ............................. 70 70
10 years ............................ 155 155
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
24
<PAGE>
APPENDIX IV
SHAREHOLDER TRANSACTIONS AND SERVICES OF THE OVERLAND PORTFOLIOS
AND THE CORRESPONDING STAGECOACH FUNDS
_______________________________________________
This Appendix reviews and compares important information about the
purchase and redemption policies (such as front-end sales charges, minimum
balances and contingent-deferred sales charges) applicable to each Overland
Portfolio and its corresponding Stagecoach Fund. This Appendix also reviews and
compares important information about dividend and distribution options and
exchange privileges available to each Overland Portfolio and its corresponding
Stagecoach Fund.
This Appendix is qualified in its entirety by the more detailed
information included in the prospectuses for the Overland Portfolios and
Stagecoach Funds which are incorporated by reference into this Proxy/Prospectus.
Shares of each single class Portfolio and Fund (except for Overland Sweep) are
referred to herein as "Class A shares."
I. CLASS A SHARES
A. Sales Charges and Exemptions
----------------------------
Front-end sales charges for Class A shares of all Overland Funds are
identical to the front-end sales charges for Class A shares of the corresponding
Stagecoach Funds, except as follows:
. The Overland Small Cap Strategy Fund is subject to a sales charge of
4.50%, while the corresponding Stagecoach Small Cap Fund is subject to
a sales charge of 5.25%.
. The Overland Strategic Growth Fund is subject to a sales charge of
4.50%, while the corresponding Stagecoach Aggressive (Strategic)
Growth Fund is subject to a sales charge of 5.25%.
. The Overland Municipal Income Fund is subject to a sales charge of
3.00%, while the corresponding Stagecoach National Tax-Free Fund is
subject to a sales charge of 4.50%.
The Overland Portfolios and Stagecoach Funds offer reductions in front-
end sales charges based upon the dollar amount of shares purchased. Currently,
reductions generally are available to Overland shareholders who purchase or
commit to purchasing $100,000 or
IV-1
<PAGE>
more of Class A shares. The discount generally is available to Stagecoach
shareholders who purchase or commit to purchase $50,000 or more in Class A
shares.
B. Purchase and Redemption Procedures
----------------------------------
Shares of the Overland Portfolios and Stagecoach Funds may be purchased and
redeemed through substantially similar methods. The minimum initial and
subsequent purchase amounts for Overland and Stagecoach shares are the same, as
are the general procedures for automatic purchase and redemption programs.
C. Dividend and Distribution Options
---------------------------------
Both Overland and Stagecoach allow shareholders to receive dividends and
capital gain distributions by check or to reinvest dividends and capital gain
distributions in shares of the same Fund or in an approved bank account.
Stagecoach also allows investors to reinvest dividend and capital gain
distributions in shares of another Fund in the Stagecoach Family of Funds;
Overland does not permit such reinvestment.
D. Share Exchanges
---------------
The share exchange privileges available to Class A shareholders of the
Overland Portfolios and Stagecoach Funds are essentially the same.
II. CLASS D SHARES AND CLASS C SHARES
A. Sales Charges and Exemptions
----------------------------
The Overland Class D shares and the Stagecoach Class C shares are subject
to the same contingent deferred sales charges and exemptions.
Class D shares of the Overland Funds and Class C shares of the Stagecoach
Funds that are redeemed within one year of receipt of a purchase order for such
shares are subject to a contingent-deferred sales charge equal to 1.00% of the
dollar amount equal to the lesser of NAV at the time of purchase or NAV of such
shares at the time of redemption.
B. Purchase and Redemption Procedures
----------------------------------
Shares of the Overland Portfolios and Stagecoach Funds may be purchased and
redeemed through substantially similar methods. The minimum initial and
subsequent purchase amounts for Overland and Stagecoach shares are the same, as
are the general procedures for automatic purchase and redemption programs.
IV-2
<PAGE>
C. Dividend and Distribution Options
---------------------------------
Both Overland and Stagecoach allow shareholders to receive dividends and
capital gain distributions by check or to reinvest dividends and capital gain
distributions in shares of the same Fund or in an approved bank account.
Stagecoach also allows investors to reinvest dividend and capital gain
distributions in shares of another Fund in the Stagecoach Family of Funds;
Overland does not permit such reinvestment.
D. Share Exchanges
---------------
The share exchange privileges available to Overland Class D shareholders
and Stagecoach Class C shareholders are essentially the same. Class D shares of
an Overland Fund may be exchanged for Class D shares of any other Overland Fund
or for Class A shares of the Overland Money Market Fund. Class C shares of a
Stagecoach Fund may be exchanged for Class C shares of any other Stagecoach Fund
or for Class A shares of a Stagecoach Money Market Mutual Fund.
III. OVERLAND AND STAGECOACH MONEY MARKET FUNDS CLASS A SHARES
A. Sales Charges and Exemptions
----------------------------
There are no front-end or contingent-deferred sales charges on Class A
shares of the Overland and Stagecoach Money Market Funds.
B. Purchase and Redemption Procedures
----------------------------------
Class A shares of the Overland Portfolios and Stagecoach Funds may be
purchased and redeemed through substantially similar methods. The minimum
initial investment amount on Class A shares of the Overland Money Market Funds
is $1,000. The minimum initial investment amount on Class A shares of the
Stagecoach Money Market Mutual Funds is $2,500. The subsequent purchase amounts
for Overland and Stagecoach shares are the same, as are the procedures for
automatic purchase and redemption programs.
C. Dividend and Distribution Options
---------------------------------
The dividend and distribution options applicable to Class A shares of the
Overland and Stagecoach Money Market Funds are identical.
D. Share Exchanges
---------------
The share exchange privileges available to Class A shareholders of the
Overland and Stagecoach Money Market Funds are the same, except as follows.
Class A shares of an Overland Money Market Fund may be exchanged for shares of
another Overland Money Market Fund or for Class A shares of any other Overland
Fund. Class A shares of a
IV-3
<PAGE>
Stagecoach Money Market Mutual Fund may be exchanged for Class A shares of any
other Stagecoach Money Market Mutual Fund or for Class A or Class B shares of
another Stagecoach Fund.
IV. OVERLAND MONEY MARKET FUNDS INSTITUTIONAL CLASS SHARES (Money Market and
U.S. Treasury Money Market Funds)
CORRESPONDING STAGECOACH MONEY MARKET MUTUAL FUNDS ADMINISTRATIVE CLASS
SHARES (Prime Money Market Mutual and Treasury Money Market Mutual Funds)
A. Sales Charges and Exemptions
----------------------------
There are no front-end or contingent-deferred sales charges on
Institutional Class shares of the Overland Money Market and U.S. Treasury Money
Market Funds or on Administrative Class shares of the Stagecoach Prime Money
Market Mutual and Treasury Money Market Mutual Funds.
B. Purchase and Redemption Procedures
----------------------------------
Shares of the Overland Portfolios and Stagecoach Funds may be purchased
and redeemed through substantially similar methods; and the minimum initial and
subsequent purchase amounts are the same.
C. Dividend and Distribution Options
---------------------------------
The dividend and distribution options applicable to the Administrative and
Institutional Class shares are identical.
D. Share Exchanges
---------------
The share exchange privileges available to Institutional and Administrative
Class shareholders are substantially the same, except as follows. Institutional
Class shares of an Overland Money Market Fund may be exchanged for Institutional
Class shares of another Overland Money Market Fund or for Class A shares of any
other Overland Fund. Administrative Class shares of a Stagecoach Money Market
Mutual Fund may be exchanged for Administrative Class shares of another
Stagecoach Fund or for Institutional Class shares of a Stagecoach Fund, other
than the Money Market Mutual Fund.
IV-4
<PAGE>
V. OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND AND STAGECOACH
NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND INSTITUTIONAL CLASS SHARES
A. Sales Charges and Exemptions
----------------------------
There are no front-end or contingent-deferred sales charges on shares of
the Overland or Stagecoach Fund.
B. Purchase and Redemption Procedures
----------------------------------
Shares of the Overland Portfolio and Stagecoach Fund may be purchased
through substantially similar methods; and the minimum and subsequent purchase
amounts are the same.
C. Dividend and Distribution Options
---------------------------------
The dividend and distribution options applicable to the Overland
Portfolio and Stagecoach Fund are identical.
D. Share Exchanges
---------------
The share exchange privileges available to shareholders of the Overland
Portfolio and Institutional Class shareholders of the Stagecoach Fund are
substantially the same, except as follows. Shares of the Overland National Tax-
Free Institutional Money Market Fund may be exchanged for Institutional Class
shares of another Overland Money Market Fund or for Class A shares of another
Overland Fund. Institutional Class of the Stagecoach National Tax-Free Money
Market Mutual Fund may be exchanged for Institutional Class shares of any other
Stagecoach Fund. Institutional Class shares of the Stagecoach Fund may also be
exchanged for Class A shares of a Stagecoach Fund in connection with the
distribution of assets held in a qualified trust, agency or custodial account
maintained with the trust department of a Wells Fargo Bank or another bank,
trust company or thrift institution.
VI. OVERLAND SWEEP FUND AND CORRESPONDING STAGECOACH SWEEP FUND
A. Sales Charges and Exemptions
----------------------------
There are no front-end or contingent-deferred sales charges on shares of
the Overland Portfolio or the Stagecoach Fund.
IV-5
<PAGE>
B. Purchase and Redemption Procedures
----------------------------------
The purchase and redemption procedures of the Overland Portfolio and the
Stagecoach Fund are the same.
C. Dividend and Distribution Options
---------------------------------
The dividend and distribution options applicable to the Overland Portfolio
and Stagecoach Fund are the same.
D. Share Exchanges
---------------
Share exchange privileges are not available to either the Overland
Portfolio or the Stagecoach Fund.
VII. DIVIDENDS AND DISTRIBUTIONS
All Overland Portfolios and Stagecoach Funds distribute their net
capital gains to shareholders at least annually. The following table shows the
Portfolios' and Funds' policies concerning the declaration and payment of
dividends from net investment income.
A. Dividends Declared Daily/Paid Monthly
-------------------------------------
<TABLE>
<CAPTION>
Overland Fund Stagecoach Fund
- ------------- ---------------
<S> <C>
California Tax-Free Bond Fund California Tax-Free Bond Fund
California Tax-Free Money Market Fund California Tax-Free Money Market Mutual Fund
Money Market Fund Prime Money Market Mutual Fund
Municipal Income Fund National Tax-Free Fund
National Tax-Free Inst. Money Market Fund National Tax-Free Money Market Mutual Fund
Overland Sweep Fund Stagecoach Overland Sweep Fund
Short-Term Government-Corporate Income Fund Short-Term Government-Corporate Income Fund
Short-Term Municipal Income Fund Short-Term Municipal Income Fund
U.S. Treasury Money Market Fund Treasury Money Market Mutual Fund
U.S. Government Income Fund Ginnie Mae (U.S. Government Income) Fund
</TABLE>
B. Dividends Declared Quarterly/Paid Quarterly
-------------------------------------------
Overland Fund Stagecoach Fund
- ------------- ---------------
Index Allocation Fund Index Allocation Fund
IV-6
<PAGE>
C. Dividends Declared and Paid at least Annually
---------------------------------------------
Overland Fund Stagecoach Fund
- ------------- ---------------
Small Cap Strategy Fund Small Cap Fund
Strategic Growth Fund Aggressive (Strategic) Growth Fund
IV-7
<PAGE>
APPENDIX V
LIST OF SHAREHOLDERS WITH 5% OR GREATER OWNERSHIP AS OF AUGUST 31, 1997
I. OVERLAND
--------
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post-
Portfolio Address Ownership of Class of Fund Closing
- --------- -------- --------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
California Tax- Merrill Lynch Pierce Fenner & Class A 5.02% 4.92% [ ]
Free Bond Smith, Inc. for Exclusive Record Holder
Fund Benefit of Customers
Attn: Fund Admin.
4800 Deer Lake East
3rd Floor
Jacksonville, FL 32246
California Tax- Stephens Inc. for Exclusive Class D 21.19% 0.41% [ ]
Free Bond Benefit of Customers Record Holder
Fund P.O. Box 34127
Little Rock, AR 72203
Merrill Lynch Pierce Fenner & Class D 42.05% 0.82% [ ]
Smith, Inc. for Exclusive Record Holder
Benefit of Customers Attn:
Fund Admin.
4800 Deer Lake East
3rd Floor
Jacksonville, FL 32246
California Tax- Omnibus Account #2 Single Class 27.12% 27.12% [ ]
Free Bond Stephens Inc. Record Holder
Fund 111 Center Street
Little Rock, AR 72201
Index Stephens Inc. for the Exclusive Class A 8.20% 6.07% [ ]
Allocation Benefit of Customers Record Holder
Fund P.O. Box 34127
Little Rock, AR 72203
Merrill Lynch Pierce Fenner & Class A 10.12% 7.49% [ ]
Smith, Inc. Record Holder for Record Holder
Exclusive Benefit of
Customers Attn: Fund Admin
4800 Deer Lake East
3rd Floor
Jacksonville, FL 32246
Index Merrill Lynch Pierce Fenner & Class D 33.97% 8.83% [ ]
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post-
Portfolio Address Ownership of Class of Fund Closing
- --------- -------- --------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Allocation Smith, Inc. for Exclusive Record Holder
Fund Benefit of Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL 32246
Money Market Wells Fargo Quality Control Class A 60.48% 25.93% [ ]
Fund 525 Market Street Record Holder
MAC 0103-174
San Francisco, CA 94163
Omnibus Account #2 Class A 25.88% 11.10% [ ]
Stephens Inc. Record Holder
111 Center Street
Little Rock, AR 72201
Money Market Omnibus Account #3 Class A 10.55% 4.52% [ ]
Fund c/o Stephens Inc. Record Holder
P.O. Box 3507
Little Rock, AR 72203
Municipal Merrill Lynch Pierce Fenner Class A 11.77% 10.11% [ ]
Income & Smith, Inc. for the sole Record Holder
Fund benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake Drive East
Jacksonville, FL 32246
Stephens Inc. for the exclusive Class A 9.17% 7.87% [ ]
benefit of its Customers Record Holder
P.O. Box 34127
Little Rock, AR 72203
Municipal Merrill Lynch Pierce Fenner Class D 41.23 5.84% [ ]
Income & Smith, Inc. for the sole Record Holder
Fund benefit of its customers
Attn: Fund Admin.
4800 Deer Lake Drive East
Jacksonville, FL 32246
Sam Buchanan & Frances Class D 7.32% 1.04% [ ]
P.O. Box 7525 Record Holder
Little Rock, AR 72217
NFSC FBO Dr. L. Sirna Class D 6.02% 0.85% [ ]
2228 Jwedish Dr. Apr. 16 Record Holder
Clearwater, FL 34623
National Tax- Wells Fargo Quality Control Record Holder 98.18% [ ]
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post-
Portfolio Address Ownership of Class of Fund Closing
- --------- -------- --------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Free Inst. 525 Market Street
Money Market MAC 0103-174
Fund San Francisco, CA 94163
Short-Term Wells Fargo Bank Agent FBO Record Holder 9.12% [ ]
Government Victoria Partnership
Corporate 201 3rd Street, 11th Floor
Income Fund San Francisco, CA 94163
Wells Fargo Bank Agent FBO Record Holder 19.37% [ ]
Xeruco
201 3rd Street, 11th Floor
San Francisco, CA 94163
Short-Term Wells Fargo Bank Agent Hiller Record Holder 10.78% [ ]
Government- Museum
Corporate 201 3rd Street, 11th Floor
Income Fund San Francisco, CA 94163
Kimball Medical Center Beneficial 14.75% [ ]
600 River Avenue Owner
Lakewood, NJ 08701
Wells Fargo Bank Agent FBO Beneficial 26.32% [ ]
for Cable SAT System Owner
201 3rd Street, 11th Floor
San Francisco, CA 94163
Short-Term Wells Fargo Bank Agent FBO Record Holder 5.98% [ ]
Municipal Alma Properties
Income Fund 201 3rd Street, 11th Floor
San Francisco, CA 94163
Wells Fargo Bank Agent FBO Record Holder 6.26% [ ]
for LTP
c/o SSP MAC 0187-112
201 3rd Street, 11th Floor
San Francisco, CA 94163
Richard M. Jacobsen & Record Holder 5.83% [ ]
Susan P. Jacobsen TTEES
Richard & Susan Jacobsen
Family TR
3201 Ash Street
Palo Alto, CA 94306
Short-Term Herman & Raymond Beneficial 21.13% [ ]
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post-
Portfolio Address Ownership of Class of Fund Closing
- --------- -------- --------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Municipal
Income Fund Christensen Owner
801 American Street
San Carlos, CA 94070
JJ & W Beneficial 12.57% [ ]
P.O. Box 5807 Owner
Redwood City, CA 94063
Small Cap Stephens Inc. Class A 21.02% 12.63% [ ]
Strategy Fund for Exclusive Benefit of Record Holder
Customers
P.O. Box 34127
Little Rock, AR 72203
Small Cap Merrill Lynch Pierce Fenner Class A 27.90% 16.76% [ ]
Strategy Fund & Smith, Inc. for Exclusive Record Holder
Benefit of Customers
Attn: Fund Admin.
4800 Deer Lake Drive East
Jacksonville, FL 32246
Stephens Inc. Class D 12.79% 5.11% [ ]
for Exclusive Benefit of Record Holder
Customers
P.O. Box 34127
Little Rock, AR 72203
Merrill Lynch Pierce Fenner Class D 28.70% 11.46% [ ]
& Smith, Inc. for Exclusive Record Holder
Benefit of Customers
Attn: Fund Admin.
4800 Deer Lake East
3rd Fl.
Jacksonville, FL 32246
Painewebber for the benefit Class D 12.53% 5.01% [ ]
of Joseph p. Kiernan Record Holder
28 Stony Corners
Avon, CT 06001
Strategic Wells Fargo Bank Class A 68.00% 97.19% [ ]
Growth Fund FEBO Customers Record Holder
P.O. Box 7066
San Francisco, CA 94120
Strategic Merrill Lynch Pierce Fenner Class D 35.10% 0.99% [ ]
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post-
Portfolio Address Ownership of Class of Fund Closing
- --------- -------- --------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Growth Fund & Smith, Inc. for Exclusive Record Holder
Benefit of Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL 32246
Sisters of St. Francis Class D 11.13% 0.31% [ ]
Attn: Sis. Virginia Spiegel Record Holder
609 South Convert Road
Aston, PA 19014
Rocky Mountain Lions Eye Class D 13.23% 0.37% [ ]
Institute Foundation, Inc. Record Holder
c/o Harold Hein
7087 Parfet Street
Arvada, CO 80004
U.S. Treasury Omnibus Account Class A 21.93% 15.49% [ ]
Money Market Stephens Inc. Record Holder
Fund 111 Center Street
Little Rock, AR 72201
Wells Fargo Bank Fund Class A 67.43% 47.63% [ ]
Account Record Holder
525 Market Street
MAC 0103-174
San Francisco, CA 94163
WFB Wholesale Sweep Class A 10.20% 7.20% [ ]
155 Fifth Street Record Holder
MAC 0106-066
San Francisco, CA 94163
U.S. Treasury Wells Fargo Bank Agent for Institutional 6.88% 2.02% [ ]
Money Market Orlandi Class
Fund 201 Third Street Record Holder
11th Floor
San Francisco, CA 94163
Wells Fargo Bank Agent for Institutional 7.31% 2.15% [ ]
Interink Computer Science Class
201 Third Street Record Holder
11th Floor
San Francisco, CA 94163
Variable Rate San Bernardina County Class A 27.07% 26.57% [ ]
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post -
Portfolio Address Ownership of Class of Fund Closing
- --------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Governmental 172 West 3rd Street, Beneficial
Fund 1st Floor San Bernardina, CA 92415 Owner
APCO Employees Class A 9.37% 9/19% [ ]
Credit Union Beneficial
1608 7th Avenue Owner
Birmingham, AL 35203
Merrill Lynch Pierce Fenner Class D 14.68% 0.28% [ ]
& Smith, Inc. for the sole Record Holder
benefit of its Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL 32246
City of Waterville Class D 5.48% 0.10% [ ]
P.O. Box 9 Beneficial
Waterville, MN 56096 Owner
Variable Rate C. Bradford & Co. Cust FBO Class D 49.58% 0.94% [ ]
Government DCIP Limited Partner Beneficial
Fund 330 Commerce Street Owner
City of Mountain Lake Class D 5.13% 0.10% [ ]
City Hall Beneficial
Mountain Lake, MN 56159 Owner
</TABLE>
For purposes of the 1940 Act, any person who owns directly or though one or
more controlled companies more than 25 percent of the voting securities of a
Fund or class is presumed to "control" such Fund or class.
6
<PAGE>
II. STAGECOACH
----------
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post -
Portfolio Address Ownership of Class of Fund Closing
- --------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Cal Tax-Free Wells Fargo Bank Beneficial 83.96% 83.96 [ ]
Money P.O. Box 7066 Owner
Market San Francisco, CA 94120
Mutual Fund.
Small Cap Wells Fargo Bank Institutional 93.49% 86.30% [ ]
Fund 420 Montgomery St. Class
San Francisco, CA 94104 Record Holder
Wells Fargo Bank Class A 48.93% N/A [ ]
P.O. Box 63015 Beneficial
San Francisco, CA 94163 Owner
Stephens Inc. Class A 33.62% N/A [ ]
111 Center Street Beneficial
Little Rock, AR 72201 Owner
Stephens Inc. Class B 5.90% N/A [ ]
P.O. Box 34127 Beneficial
Little Rock, AR 72203 Owner
Acct. 77586707
Stephens Inc. Class B 11.71% N/A [ ]
P.O. Box 34127 Beneficial
Little Rock, AR 72203 Owner
Acct. 77478661
Aggressive Wells Fargo Bank Class A 62.05% 43.90% [ ]
Growth Fund P.O. Box 63015 Beneficial
San Francisco, CA 94163 Owner
Stephens Inc. Class A 9.57% 6.80% [ ]
111 Center Street Record Holder
Little Rock, AR 72201
National Tax- Stephens Inc. Class A 14.95% 5.80% [ ]
Free Fund 111 Center Street Beneficial
Little Rock, AR 72201 Owner
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post -
Portfolio Address Ownership of Class of Fund Closing
- --------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Bryne Family Trust #2 Class A 7.47% N/A [ ]
9011 West Little York Record Holder
'Houston, TX 77040
Stephens Inc. Class B 100% N/A [ ]
111 Center Street Beneficial
Little Rock, AR 72201 Owner
Virg. & Co. Institutional 65.08% 40.00% [ ]
Attn: MF Dept. A88-4 Class
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Hep & Co. Institutional 34.92% 21.50% [ ]
Attn: MF Dept. A-88-4 Class
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Ginnie Mae Wells Fargo Bank Class A 33.01% 27.52% [ ]
Fund P.O. Box 63015 Beneficial
San Francisco, CA 94163 Owner
Stephen Inc. Institutional 6.54% N/A [ ]
111 Center Street Class
Little Rock, AR 72201 Beneficial Owner
Dim & Co. Institutional 20.98% N/A [ ]
Attn: MF Dept. A88-4 Class
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Virg. & Co. Institutional 33.40% N/A [ ]
Attn: MF Dept. A88-4 class
P.O. Box 9800 Record Holder
Calabasas, CA 91372
Ginnie Mae Hep & Co. Institutional 11.20% N/A/ [ ]
Fund Attn: MF Dept. A88-4 Class
P.O. Box 9800 Record Holder
MAC 9139-027
Calabasas, CA 91372
Wells Fargo Bank Institutional 7.33% N/A/ [ ]
For Donald L. Hill MD Class
Managed IRA Record Holder
420 Montgomery Street
San Francisco, CA 94163
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post -
Portfolio Address Ownership of Class of Fund Closing
- --------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Prime Money Virg. & Co. Class A 96.65% 18.40% [ ]
Market Attn: MF Dept. A88-4 Record Holder
Mutual Fund P.O. Box 8900
Calabasas, CA 91372
Virg. & Co. Institutional 81.84% 25.90% [ ]
Attn: MF Dept. A88-4 Class
P.O. Box 8900 Record Holder
Calabasas, CA 91372
Virg. & Co. Service Class 99.48% 49.10% [ ]
Attn: MF Dept. A88-4 Record Holder
P.O. Box 8900
Calabasas, CA 91372
National Tax- Wells Fargo Bank Class A 84.18% 84.18% [ ]
Free Money P.O. Box 7066 Beneficial
Market Mutual San Francisco, CA 94120 Owner
Fund
Karl R. Kriegbaum Class A 6.82% 6.82% [ ]
11259 Good Night Lane #1 Record Holder
Dallas, TX
Treasury Virg. & Co. Class A 92.34% N/A [ ]
Money Attn: MF Dept. A88-4 Record Holder
Market P.O. Box 8900
Mutual Fund Calabasas, CA 91372
Virg. & Co. Institutional 62.40% 19% [ ]
Attn: MF Dept. A88-4 Class
P.O. Box 8900 Record Holder
Calabasas, CA 91372
The Peterson Live Trust Institutional 21.37% 6.50% [ ]
640 Wilshire Blvd. Class
12th Floor Record Holder
Los Angeles, CA 90048
First Interstate Bank of Institutional 10.19% N/A [ ]
Oregon, N.A. Class
Attn; Investment Sweep Record Holder
1300 S. W. Fifth Ave.
Portland, OR 97201-5688
Treasury Virg. & Co. Service Class 98.91% 65.90% [ ]
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Class and
Amount of Percentage
Shares Owned of Fund
Name and and Type of Percentage Percentage Post -
Portfolio Address Ownership of Class of Fund Closing
- --------- ------- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Money Attn: MF Dept. A88-4 Record Holder
Market P.O. Box 8900
Mutual Fund Calabasas, CA 91372
</TABLE>
For purposes of the 1940 Act, any person who owns directly or though one or
more controlled companies more than 25 percent of the voting securities of a
Fund or class is presumed to "control" such Fund or class.
10
<PAGE>
APPENDIX VI
STAGECOACH FUNDS, INC.
DISTRIBUTION PLAN
CLASS C SHARES
--------------
WHEREAS, Stagecoach Funds, Inc. ("Company") is an open-end management
investment company and is registered as such under the Investment Company Act of
1940, as amended ("Act"); and
WHEREAS, the Company desires to adopt a Distribution Plan ("Plan")
pursuant to Rule 12b-1 under the Act on behalf of the Class C Shares of each
Fund listed on the attached Appendix A as it may be amended from time to time
(each, a "Fund" and, collectively, the "Funds") and the Board of Directors,
including a majority of the Qualified Directors (as defined below), has
determined that there is a reasonable likelihood that adoption of the Plan will
benefit each Fund and its Class C shareholders;
NOW THEREFORE, each Fund hereby adopts the Plan in accordance with Rule
12b-1 under the Act on the following terms and conditions:
Section 1. Pursuant to the Plan, the Company may pay to Stephens Inc.
("Distributor"), as compensation for distribution-related services provided, or
reimbursement for distribution-related expenses incurred, a monthly fee at
annual rates as set forth on Appendix A. The actual fee payable to the
Distributor shall, within such limit, be determined from time to time by mutual
agreement between the Company and the Distributor. The Distributor may enter
into selling agreements with one or more selling agents under which such agents
may receive compensation for distribution-related services from the Distributor,
including, but not limited to, commissions or other payments to such agents
based on the average daily net assets of Fund shares attributable to them. The
Distributor may retain any portion of the total distribution fee payable
hereunder to compensate it for distribution-related services provided by it or
to reimburse it for other distribution-related expenses.
Section 2. The Plan (and each related agreement) will, unless earlier
terminated in accordance with its terms, remain in effect from year to year
after the first anniversary of its effectiveness if such continuance is
specifically approved at least annually by vote of a majority of both (a) the
Directors of the Company and (b) the Qualified Directors, cast in person at a
meeting (or meetings) called for the purpose of voting on such approval.
Section 3. The Company shall provide to the Company's Board of
Directors and the Directors shall review, at least quarterly, a written report
of the amounts expended by the Company under the Plan and each related agreement
and the purposes for which such expenditures were made.
Section 4. The Plan may be terminated at any time by vote of a majority
of the Qualified Directors or by vote of a majority of the outstanding voting
securities of Class C Shares of the Fund.
Section 5. All agreements related to the Plan shall be in writing and
shall be approved by vote of a majority of both (a) the Directors of the Company
and (b) the Qualified Directors, cast in
<PAGE>
person at a meeting called for the purpose of voting on such approval. Any
agreement related to the Plan shall provide:
A. That such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Directors or by
vote of a majority of the outstanding voting securities of Class C
Shares of the Fund, on not more than 60 days' written notice to any
other party to the agreement; and
B. That such agreement shall terminate automatically in the event of
its "assignment" (as defined below).
Section 6. The Plan may not be amended to increase materially the
amount that may be expended by the Fund pursuant to the Plan without the
approval by a vote of a majority of the outstanding voting securities of Class C
Shares of the Fund, and no material amendment to the Plan shall be made unless
approved by vote of a majority of both (a) the Directors of the Company and (b)
the Qualified Directors, cast in person at a meeting (or meetings) called for
the purpose of voting on such approval.
Section 7. While the Plan is in effect, the selection and nomination of
each Director who is not an "interested person" (as defined below) of the
Company shall be committed to the discretion of the Directors who are not
interested persons.
Section 8. To the extent any payments made by the Fund pursuant to a
Servicing Agreement are deemed to be payments for the financing of any activity
primarily intended to result in the sale of Class C Shares within the context of
Rule 12b-1 under the Act, such payments shall be deemed to have been approved
pursuant to this Plan. Notwithstanding anything herein to the contrary, the
Fund shall not be obligated to make any payments under this Plan that exceed the
maximum amounts payable under Rule 2830 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
Section 9. The Company shall preserve copies of the Plan, each related
agreement and each report made pursuant to Section 4 hereof, for a period of not
less than six years from the date of the Plan, such agreement or such report, as
the case may be, the first two years in an easily accessible place.
Section 10. As used in the Plan, (a) the terms "assignment," "interested
person" and "vote of a majority of the outstanding voting securities" shall have
the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemption as may be granted by the Securities and
Exchange Commission and (b) the term "Qualified Directors" shall mean the
Directors of the Company who are not interested persons of the Company and have
no direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan.
Dated: July 23, 1997
2
<PAGE>
APPENDIX A
----------
<TABLE>
<CAPTION>
Fund Name Current Fee/*/ Proposed Fee/*/
--------- -------------- ---------------
<S> <C> <C>
California Tax-Free Bond Fund 0.50% 0.75%
Ginnie Mae (U.S. Government Income) Fund 0.50% 0.75%
National Tax-Free Fund 0.50% 0.75%
</TABLE>
_________________________
* Expressed as a percentage of average daily net assets of the Class C shares.
Approved by the Board of Directors: July 23, 1997
3
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
DATED OCTOBER 10, 1997
OVERLAND EXPRESS FUNDS, INC.
c/o Overland Express Shareholder Services
P.O. Box 63084
San Francisco, CA 94163
1-800-[552-9612]
STAGECOACH FUNDS, INC.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-[222-8222]
NOVEMBER 20, 1997 SPECIAL MEETING OF
SHAREHOLDERS OF OVERLAND EXPRESS FUNDS, INC.
This Statement of Additional Information sets forth certain additional
information about Overland and Stagecoach. This Statement of Additional
Information is not a prospectus but should be read in conjunction with the
Proxy/Prospectus, also dated October 10, 1997, for the Special Meeting of
Shareholders of Overland Express Funds, Inc. to be held on November 20, 1997.
Copies of the Proxy/Prospectus may be obtained at no charge by calling 1-800-
572-7797 or writing Overland at the address above.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Proxy/Prospectus.
The Proxy/Prospectus and this Statement of Additional Information are sometimes
referred to together as the "Voting Materials."
INCORPORATION OF DOCUMENTS BY REFERENCE
IN THIS STATEMENT OF ADDITIONAL INFORMATION
Further information about the Overland Portfolios and Stagecoach Funds is
contained in other documents previously filed with the SEC. These documents are
incorporated herein by reference to the statements of additional information
listed below.
1
<PAGE>
STAGECOACH
----------
Further information about Class A shares of the Stagecoach Aggressive
Growth and Small Cap Funds is contained in and incorporated by reference to the
statement of additional information for the Class A shares of such Funds dated
February 1, 1997. Further information about Class A shares of the Stagecoach
Ginnie Mae Fund is contained in and incorporated by reference to the statement
of additional information for the Class A shares of such Fund dated February 1,
1997. Further information about Class A shares of the Stagecoach California
Tax-Free Bond, National Tax-Free, Prime Money Market Mutual and Treasury Money
Market Mutual Funds is contained in and incorporated by reference to the
statement of additional information for the Class A shares of such Funds dated
February 1, 1997. Further information about shares of the Stagecoach California
Tax-Free Money Market Mutual Fund is contained in and incorporated by reference
to the statement of additional information for shares of such Fund dated
February 1, 1997.
Further information about Class C shares of the Stagecoach Small Cap Fund
is contained in and incorporated by reference to the statement of additional
information for the Class C shares of such Fund dated October 6, 1997. Further
information about Class C shares of the Stagecoach Aggressive Growth Fund is
contained in and incorporated by reference to the statement of additional
information for the Class C shares of such Fund dated October 6, 1997. Further
information about Class C shares of the Stagecoach Ginnie Mae Fund is contained
in and incorporated by reference to the statement of additional information for
the Class C shares of such Fund dated October 6, 1997. Further information
about Class C shares of the Stagecoach California Tax-Free Bond and National
Tax-Free Funds is contained in and incorporated by reference to the statement of
additional information for the Class C shares of such Funds dated October 6,
1997.
Further information about Administrative Class shares of the Stagecoach
Prime Money Market Mutual and Treasury Money Market Mutual Funds is contained in
and incorporated by reference to the statement of additional information for the
Administrative Class shares of such Funds dated October 6, 1997.
Further information about Institutional Class shares of the Stagecoach
National Tax-Free Money Market Mutual Fund is contained in and incorporated by
reference to the statement of additional information for the Institutional Class
shares of such Fund dated October 6, 1997.
Information contained in said statements of additional information under
"Additional Permitted Investment Activities," "Management" (as to Directors and
Officers, investment adviser, administrators, distributor and shareholder
servicing agents), "Portfolio Transactions," "Performance Calculations" and
"Capital Stock" is generally applicable with regard to the New Stagecoach Funds.
The audited financial statements, financial highlights and related
independent auditors' report for the Stagecoach Small Cap, Aggressive Growth,
California Tax-Free Bond, National Tax-Free, Ginnie Mae, California Tax-Free
Money Market Mutual, Prime Money Market Mutual, National
2
<PAGE>
Tax-Free Money Market Mutual, Arizona Tax-Free, Asset Allocation, Balanced,
California Tax-Free Income, Corporate Stock, Diversified Income, Equity Value,
Government Money Market Mutual, Growth and Income, Intermediate Bond, Money
Market Mutual, Money Market Trust, Oregon Tax-Free, Short-Intermediate U.S.
Government Income, U.S. Government Allocation and Treasury Money Market Mutual
Funds contained in the Annual Reports for the fiscal period ended March 31, 1997
are hereby incorporated by reference to the Stagecoach Annual Reports filed with
the SEC on June 4, 1997 pursuant to Rule 30b2-1 of the 1940 Act. No other
parts of the Annual Report are incorporated herein by reference.
OVERLAND
--------
Further information about Class A and Class D shares of the Overland
California Tax-Free Bond, Index Allocation and U.S. Government Income Funds is
incorporated by reference to the statement of additional information for the
Class A and Class D shares of such Funds dated May 1, 1997. Further information
about Class A and Class D shares of the Overland Municipal Income Fund is
incorporated by reference to the statement of additional information for the
Class A and Class D shares of such Fund dated May 1, 1997. Further information
about Class A and Class D shares of the Overland Small Cap Strategy Fund is
contained in and incorporated by reference to the statement of additional
information for the Class A and Class D shares of such Fund dated May 1, 1997.
Further information about Class A and Class D shares of the Overland Strategic
Growth Fund is contained in and incorporated by reference to the statement of
additional information for the Class A and Class D shares of such Fund dated May
1, 1997. Further information about Class A and Class D shares of the Overland
Variable Rate Government Fund is contained in and incorporated by reference to
the statement of additional information for the Class A and Class D share of
such Fund dated May 1, 1997.
Further information about Class A and Institutional Class shares of the
Overland Money Market and U.S. Treasury Money Market Funds, and about the single
class shares of the Overland California Tax-Free Money Market Fund, is contained
in and incorporated by reference to the statement of additional information for
the Class A, Institutional Class and single class shares of such Funds dated May
1, 1997. Further information about shares of the Overland National Tax-Free
Institutional Money Market Fund is contained in and incorporated by reference to
the statement of additional information for shares of such Fund dated May 1,
1997.
Further information about shares of the Overland Sweep Fund is contained in
and incorporated by reference to the statement of additional information for
shares of such Fund dated May 1, 1997. Further information about shares of the
Overland Short-Term Government-Corporate Income and Short-Term Municipal Income
Fund is contained in and incorporated by reference to the statement of
additional information for shares of such Funds dated May 1, 1997.
The audited financial statements, financial highlights and related
independent auditors' report for the Overland Small Cap Strategy, Strategic
Growth, California Tax-Free Bond, Municipal Income, U.S. Government Income,
California Tax-Free Money Market, Money Market, National Tax-Free Institutional
Money Market, U.S. Treasury Money Market, Index Allocation, Short-Term
Government-Corporate Income, Short-Term Municipal Income, Variable Rate
Government and Overland Sweep Funds contained in the Annual Reports for the
period ended December 31, 1996 are hereby incorporated by reference to the
Overland Annual Reports filed with the SEC on March 11, 1997 pursuant to Rule
30b2-1 of the 1940 Act. No other parts of the Annual Reports are incorporated
herein by reference.
3
<PAGE>
The unaudited financial statements and financial highlights for the
Overland Small Cap Strategy, Strategic Growth, California Tax-Free Bond,
Municipal Income, U.S. Government Income, California Tax-Free Money Market,
Money Market, National Tax-Free Institutional Money Market, U.S. Treasury Money
Market, Index Allocation, Short-Term Government-Corporate Income, Short-Term
Municipal Income, Variable Rate Government and Overland Sweep Funds contained in
the Semi-Annual Reports for the period ended June 30, 1997 are hereby
incorporated by reference to the Overland Semi-Annual Reports filed with the SEC
on or about September 3, 1997 pursuant to Rule 30b1-1 of the 1940 Act. No other
parts of the Semi-Annual Reports are incorporated herein by reference.
4
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information...................................................... 6
Table I -- Portfolios and Corresponding Funds....................... 6
Exhibit I -- Pro Forma Financial Statements.............................. I-1
</TABLE>
5
<PAGE>
GENERAL INFORMATION
ABOUT THE PROPOSED CONSOLIDATION.
--------------------------------
The shareholders of Overland are being asked to approve the Consolidation
Agreement between Overland and Stagecoach and the transactions contemplated
thereby. The Consolidation Agreement is subject to a number of conditions with
respect to each Overland Fund, including shareholder approval. The Consolidation
Agreement contemplates that all of the assets and stated liabilities of the
Overland Portfolios will be transferred to corresponding Stagecoach Funds in
exchange for full and fractional shares of the corresponding Stagecoach Funds as
shown in the following table.
TABLE I
PORTFOLIOS AND CORRESPONDING FUNDS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
OVERLAND CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ------------------------
-------------------------------------------------------------------------------------------
<S> <C>
Small Cap Strategy Fund -- Small Cap Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Small Cap Strategy Fund -- Small Cap Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Strategic Growth Fund -- Aggressive Growth Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Strategic Growth Fund -- Aggressive Growth Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
California Tax-Free Bond Fund -- California Tax-Free Bond Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
California Tax-Free Bond Fund -- California Tax-Free Bond Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Municipal Income Fund -- National Tax-Free Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Municipal Income Fund -- National Tax-Free Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
U.S. Government Income Fund -- Ginnie Mae (U.S. Government Income) Fund
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
U.S. Government Income Fund -- Ginnie Mae (U.S. Government Income) Fund
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
OVERLAND CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ------------------------
-------------------------------------------------------------------------------------------
<S> <C>
-------------------------------------------------------------------------------------------
California Tax-Free Money Market California Tax-Free Money Market Mutual
Fund
-------------------------------------------------------------------------------------------
Money Market Fund -- Prime Money Market Mutual Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Money Market Fund -- Prime Money Market Mutual Fund --
Institutional Shares Administrative Class Shares
-------------------------------------------------------------------------------------------
National Tax-Free Institutional Money National Tax-Free Money Market Mutual Fund
Market Fund -- -- Institutional Class Shares
-------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Institutional Shares Administrative Class Shares
-------------------------------------------------------------------------------------------
Index Allocation Fund -- Index Allocation Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Index Allocation Fund -- Index Allocation Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Short-Term Government-Corporate Income Short-Term Government-Corporate Income
Fund Fund
-------------------------------------------------------------------------------------------
Short-Term Municipal Income Fund Short-Term Municipal Income Fund
-------------------------------------------------------------------------------------------
Variable Rate Government Fund -- Variable Rate Government Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Variable Rate Government Fund Variable Rate Government Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Overland Sweep Fund Stagecoach Overland Sweep Fund
-------------------------------------------------------------------------------------------
</TABLE>
The shares issued by Stagecoach will have an aggregate value equal to the
aggregate value of the shares of the respective Overland Portfolios that are
outstanding immediately before the Closing.
After the transfer of their assets and liabilities in exchange for
Stagecoach Fund shares, the Overland Portfolios will distribute the shares of
the Stagecoach Funds to their shareholders in liquidation of the Overland
Portfolios. Each shareholder owning shares of a particular Overland Portfolio
at the Closing will receive shares of the designated class of the corresponding
7
<PAGE>
Stagecoach Fund (as specified in the foregoing table) of equal value, and will
receive any unpaid dividends or distributions that were declared before the
Closing on shares of Overland Portfolios.
Stagecoach will establish an account for each former shareholder of the
Overland Portfolios reflecting the appropriate number of Stagecoach Fund shares
distributed to the shareholder. These accounts will be substantially identical
to the accounts currently maintained by Overland for each shareholder. Upon
completion of the Consolidation, Overland will wind up its affairs, and be
deregistered as an investment company under the 1940 Act.
For further information about the Consolidation, see the Proxy/Prospectus.
ABOUT THE PROPOSED RULE 12B-1 FEE INCREASE.
------------------------------------------
Class D shareholders of the Overland California Tax-Free Bond, Municipal
Income and U.S. Government Income Funds are being asked to authorize the
Overland Board of Directors to vote Fund shares to approve an 0.25% increase in
the maximum Rule 12b-1 distribution fee payable by the Class C shares of the
corresponding Stagecoach Funds.
For further information, see the Proxy/Prospectus.
8
<PAGE>
INTRODUCTORY NOTE TO PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information gives effect to
the proposed transfer of the assets and liabilities of the Overland Portfolios
and Stagecoach Funds listed under Table 1 of this Statement of Additional
Information, accounted for as if each transfer had occurred as of June 30, 1997
and as if the Funds had operated for the periods then ended. However, it is
possible that one or more of the Overland Portfolios will not approve the
merger, in which case the resulting Stagecoach Fund or Funds will be comprised
of only those Overland Portfolios that approve the merger. In addition, the pro
forma combining statements have been prepared based upon the proposed fee and
expense structure of the surviving Stagecoach Funds. The statements do not
reflect the effect of proposed differing investment objectives and policies of
certain of the Overland Portfolios and Stagecoach Funds.
The pro forma financial information should be read in conjunction with the
historical financial statements and notes thereto of the Overland Portfolios and
Stagecoach Funds incorporated by reference in this Statement of Additional
Information. Each combination of the above Portfolios and Funds will be
accounted for as a tax-free reorganization. For more information concerning
this aspect of the Consolidation, see "About the Proposed Consolidation-Federal
Income Tax Consequences," in the Proxy/Prospectus.
9
<PAGE>
Stagecoach Funds - California Tax-Free Bond Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California
Overland Express Stagecoach Tax-Free
California California Bond Fund
Tax-Free Tax-Free Pro Forma Pro Forma
Bond Fund Bond Fund Adjustments Combined
----------------- ---------------- ------------ -----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value(see cost below) $ 226,553,563 $ 420,511,986 $ 647,065,549
Cash 1,730 1,372 3,102
Receivables:
Dividends and interest 3,702,342 6,620,920 10,323,262
Fund shares sold 205 215,710 215,915
Organization expenses, net of amortization 713 0 713
Prepaid expenses 185,620 15,050 200,670
Total Assets 230,444,173 427,365,038 657,809,211
LIABILITIES
Payables:
Distribution to shareholders 890,778 1,628,339 2,519,117
Fund shares redeemed 12,131 0 12,131
Due to sponsor and distributor 7,357 377,279 384,636
Due to advisor 129,648 105,039 234,687
Other 28,729 409,334 438,063
Total Liabilities 1,068,643 2,519,991 3,588,634
TOTAL NET ASSETS $ 229,375,530 $ 424,845,047 $ 654,220,577
NET ASSETS CONSIST OF:
Paid-in capital $ 220,195,791 $ 411,861,598 $ 632,057,389
Undistributed net realized gain(loss)
on investments 258,265 (2,085,907) (1,727,642)
Net unrealized appreciation
of investments 8,821,474 15,069,356 23,890,830
TOTAL NET ASSETS $ 229,375,530 $ 424,845,047 $ 654,220,577
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 223,651,118 $ 280,343,220 $ 503,994,338
Shares outstanding - Class A 21,214,728 25,594,693 (794,341)(a) 46,015,080
Net asset value per share - Class A $ 10.54 $ 10.95 $ 10.95
Maximum offering price per share - Class A $ 11.04 $ 11.47 $ 11.47
Net Assets - Class B $ 55,046,877 $ 55,046,877
Shares outstanding - Class B 4,930,550 4,930,550
Net asset value and offering price per
share - Class B $ 11.16 $ 11.16
Net Assets - Class C 5,724,412 (e) $ 5,724,412
Shares outstanding - Class C 512,769 (a),(c) 512,769
Net asset value and offering price per
share - Class C $ 11.16
Net Assets - Class D 5,724,412 (5,724,412) (e)
Shares outstanding - Class D 415,880 (415,880) (d)
Net asset value and offering price per
share - Class D $ 13.76
Net Assets - Institutional Class $ 89,454,950 $ 89,454,950
Shares outstanding - Institutional Class 8,147,207 8,147,207
Net asset value and offering price per
share - Institutional Class $ 10.98 $ 10.98
INVESTMENT AT COST $ 217,732,089 $ 405,442,630 $ 623,174,719
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - California Tax-Free Bond Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California Tax-Free
Overland Express Stagecoach Bond Fund
California Tax-Free California Tax-Free Pro Forma Pro Forma
Bond Fund Bond Fund Adjustments Combined
--------------------- ------------------------ --------------- ---------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 14,091,728 $ 23,566,730 $ 37,658,458
Total Investment Income 14,091,728 23,566,730 37,658,458
Expenses:
Advisory fees 1,207,296 2,042,273 3,249,569
Administration fees 312,363 174,992 (208,977) (b) 278,378
Custody fees 43,238 71,672 (1,224) (b) 113,686
Shareholder servicing fees 15,778 1,212,237 713,797 (b) 1,941,812
Portfolio accounting fees 110,185 143,674 (61,500) (b) 192,359
Transfer agency fees 282,056 330,786 612,842
Distribution fees 31,805 452,522 134,750 (b) 619,077
Amortization of organization expenses 1,170 2,532 3,702
Legal and audit fees 16,488 70,906 (11,542) (b) 75,852
Registration fees 3,289 60,678 (2,631) (b) 61,336
Directors' fees 4,719 4,821 9,540
Shareholder reports 35,590 56,189 (28,472) (b) 63,307
Other 23,942 70,155 94,097
Total Expenses 2,087,919 4,693,437 534,201 7,315,557
Less:
Waived fees and reimbursed expenses (286,561) (1,630,630) (534,201) (2,451,392)
NET EXPENSES 1,801,358 3,062,807 4,864,165
NET INVESTMENT INCOME 12,290,370 20,503,923 32,794,293
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain on sale of investments 975,214 1,907,353 2,882,567
Net change in unrealized appreciation
of investments 6,329,954 10,202,392 16,532,346
NET GAIN ON INVESTMENTS 7,305,168 12,109,745 19,414,913
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 19,595,538 $ 32,613,668 $ 52,209,206
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - California Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California
Stagecoach Tax-Free
California Money Market
Overland Express Tax-Free Mutual Fund
California Tax-Free Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
-------------------- ----------------- ------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 403,037,419 $ 1,407,913,633 $ 1,810,951,052
Cash 45,810,755 3,694,384 49,505,139
Receivables:
Dividends and interest 3,011,219 10,303,872 13,315,091
Investment securities sold 20,000,000 71,985,000 91,985,000
Prepaid expenses 5,832 16,899 22,731
Total Assets 471,865,225 1,493,913,788 1,965,779,013
LIABILITIES
Payables:
Investment securities purchased 40,715,770 139,934,679 180,650,449
Distribution to shareholders 1,065,215 3,360,671 4,425,886
Due to sponsor and distributor 469,644 433,665 903,309
Due to adviser 188,092 742,431 930,523
Other 54,382 103,656 158,038
Total Liabilities 42,493,103 144,575,102 187,068,205
TOTAL NET ASSETS $ 429,372,122 $ 1,349,338,686 $ 1,778,710,808
NET ASSETS CONSIST OF:
Paid-in capital $ 429,435,894 $ 1,349,522,963 $ 1,778,958,857
Undistributed net realized gain(loss)
on investments (63,772) (184,277) (248,049)
TOTAL NET ASSETS $ 429,372,122 $1,349,338,686 $ 1,778,710,808
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets $ 429,372,122 $ 1,349,338,686 $ 1,778,710,808
Shares outstanding 429,435,202 1,349,528,462 1,778,963,664
Net asset value and offering price per share $ 1.00 $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - California Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California Tax-Free
Stagecoach Money Market
Overland Express California Tax-Free Mutual Fund
California Tax-Free Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
-------------------- -------------------- ------------- ---------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 12,913,058 $ 44,109,761 $ 57,022,819
Total Investment Income 12,913,058 44,109,761 57,022,819
Expenses:
Advisory fees 1,671,875 6,343,902 196,541 (a) 8,212,318
Administration fees 243,017 545,747 (84,841)(a) 703,923
Custody fees 69,799 220,235 (3,697)(a) 286,337
Shareholder servicing fees 0 3,806,341 1,121,050 (a) 4,927,391
Portfolio accounting fees 135,718 315,166 (61,500)(a) 389,384
Transfer agency fees 185,833 1,010,330 1,196,163
Distribution fees 0 306,849 186,842 (a) 493,691
Amortization of organization expenses 0 2,560 2,560
Legal and audit fees 50,765 86,241 (35,536)(a) 101,470
Registration fees 1,899 199,523 (1,519)(a) 199,903
Directors' fees 5,247 4,648 9,895
Shareholder reports 275 132,326 (220)(a) 132,381
Other 51,669 95,931 147,600
Total Expenses 2,416,097 13,069,799 1,317,120 16,803,016
Less:
Waived fees and reimbursed expenses (77,042) (4,822,133) (1,317,120) (6,216,295)
NET EXPENSES 2,339,055 8,247,666 10,586,721
NET INVESTMENT INCOME 10,574,003 35,862,095 46,436,098
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investment (5,106) (139,356) (144,462)
NET GAIN(LOSS) ON INVESTMENTS (5,106) (139,356) (144,462)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 10,568,897 $ 35,722,739 $ 46,291,636
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to pro forma financial statements.
(a) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
<PAGE>
Stagecoach Funds - National Tax-Free Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National
Overland Express Stagecoach Tax-Free Fund
Municipal National Pro Forma Pro Forma
Income Fund Tax-Free Fund Adjustments Combined
----------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 48,943,823 $ 11,311,884 $ 60,255,707
Cash 1,240 1,173 2,413
Receivables:
Dividends and interest 815,373 208,695 1,024,068
Fund shares sold 0 248,250 248,250
Due from Wells Fargo Bank/Stephens Inc. 0 4,896 4,099 (e) 8,995
Organization expenses, net of amortization 4,099 1,783 (4,099) (e) 1,783
Prepaid expenses 514 15,002 15,516
Total Assets 49,765,049 11,791,683 61,556,732
LIABILITIES
Payables:
Distribution to shareholders 212,174 45,547 257,721
Fund shares redeemed 1,707 0 1,707
Due to sponsor and distributor 47,194 196 47,390
Due to advisor 18,534 0 18,534
Other 118,000 30,561 148,561
Total Liabilities 397,609 76,304 473,913
TOTAL NET ASSETS $ 49,367,440 $ 11,715,379 $ 61,082,819
NET ASSETS CONSIST OF:
Paid-in capital $ 50,688,690 $ 11,495,462 $ 62,184,152
Undistributed net realized gain(loss)
on investments (4,016,248) (20,714) (4,036,962)
Net unrealized appreciation
of investments 2,694,998 240,631 2,935,629
TOTAL NET ASSETS $ 49,367,440 $ 11,715,379 $ 61,082,819
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 40,762,763 $ 4,452,314 $ 45,215,077
Shares outstanding - Class A 3,780,372 287,223 (1,151,184) (a) 2,916,411
Net asset value per share - Class A $ 10.78 $ 15.50 $ 15.50
Maximum offering price per share - Class A(1) $ 11.11 $ 16.23 $ 16.23
Net Assets - Class B $ 229,429 $ 229,429
Shares outstanding - Class B 22,441 22,441
Net asset value and offering price per
share - Class B $ 10.22 $ 10.22
Net Assets - Class C 8,604,677 (f) $ 8,604,677
Shares outstanding - Class C 555,069 (a),(c) 841,836
Net asset value and offering price per
share - Class C $ 10.22
Net Assets - Class D 8,604,677 (8,604,677)(f)
Shares outstanding - Class D 589,285 (589,285)(d)
Net asset value and offering price per
share - Class D $ 14.60
Net Assets - Institutional Class $ 7,033,636 $ 7,033,636
Shares outstanding - Institutional Class 453,899 453,899
Net asset value and offering price per
share - Institutional Class $ 15.50 $ 15.50
INVESTMENT AT COST $ 46,248,825 $ 11,071,253 $ 57,320,078
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - National Tax-Free Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National
Overland Express Stagecoach Tax-Free Fund
Municipal National Pro Forma Pro Forma
Income Fund Tax-Free Fund Adjustments Combined
---------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 3,491,421 $ 631,484 $ 4,122,905
Total Investment Income 3,491,421 631,484 4,122,905
Expenses:
Advisory fees 274,090 60,491 334,581
Administration fees 53,674 8,920 (23,141)(b) 39,453
Custody fees 9,744 2,144 (160)(b) 11,728
Shareholder servicing fees 25,127 23,572 115,937 (b) 164,636
Portfolio accounting fees 56,329 38,523 (35,009)(b) 59,843
Transfer agency fees 91,377 10,978 (35,644)(b) 66,711
Distribution fees 119,696 2,152 (21,240)(b) 100,608
Amortization of organization expenses 3,725 18,640 4,099 (e) 26,464
Legal and audit fees 28,486 24,655 (19,940)(b) 33,201
Registration fees 35,591 20,003 (28,473)(b) 27,121
Directors' fees 4,992 7,913 12,905
Shareholder reports 39,765 15,844 (31,812)(b) 23,797
Other 16,101 8,381 24,482
Total Expenses 758,697 242,216 (75,383) 925,530
Less:
Waived fees and reimbursed expenses (248,200) (197,980) 75,383 (370,797)
NET EXPENSES 510,497 44,236 554,733
NET INVESTMENT INCOME 2,980,924 587,248 3,568,172
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments (210,605) 28,607 (181,998)
Net change in unrealized appreciation
of investments 1,358,800 102,487 1,461,287
NET GAIN ON INVESTMENTS 1,148,195 131,094 1,279,289
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 4,129,119 $ 718,342 $ 4,847,461
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(f) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - National Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National
Tax-Free
Overland Express Stagecoach Money Market
National Tax-Free National Tax-Free Mutual Fund
Institutional Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
------------------ ------------------ ------------ --------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 89,821,675 $ 20,685,732 $ 110,507,407
Receivables:
Dividends and interest 169,264 95,663 264,927
Due from Wells Fargo Bank/Stephens Inc. 1,753 0 31,951 (b) 33,704
Organization expenses, net of amortization 31,951 29,585 (31,951)(b) 29,585
Prepaid expenses 1,024 42,631 43,655
Total Assets 90,025,667 20,853,611 110,879,278
LIABILITIES
Payables:
Distribution to shareholders 167,781 79,611 247,392
Due to sponsor and distributor 943 4,500 5,443
Due to advisor 0 4,815 4,815
Other 13,333 26,302 39,635
Total Liabilities 182,057 115,228 297,285
TOTAL NET ASSETS $ 89,843,610 $ 20,738,383 $ 110,581,993
NET ASSETS CONSIST OF:
Paid-in capital $ 89,849,961 $ 20,738,819 $ 110,588,780
Undistributed net realized gain(loss)
on investments (6,351) (436) (6,787)
TOTAL NET ASSETS $ 89,843,610 $ 20,738,383 $ 110,581,993
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 20,738,383 $ 20,738,383
Shares outstanding - Class A 20,738,354 20,738,354
Net asset value and offering price per share - Class A $ 1.00 $ 1.00
Net Assets - Institutional Class $ 89,843,610 $ 89,843,610
Shares outstanding - Institutional Class 89,850,442 89,850,442
Net asset value and offering price per
share - Institutional Class $ 1.00 $ 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - National Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National Tax-Free
Overland Express Stagecoach Money Market
National Tax-Free National Tax-Free Mutual Fund
Institutional Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
------------------ ------------------ ------------ ------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest allocated from Master Portfolio $ 2,289,074 $ 547,337 $ 2,836,411
Net expenses allocated from Master Portfolio (169,330) (35,230) (204,560)
Total Investment Income 2,119,744 512,107 2,631,851
Expenses:
Administration fees 34,180 8,832 43,012
Shareholder servicing fees 0 38,513 136,347 (a) 174,860
Transfer agency fees 8,889 15,406 24,295
Distribution fees 0 7,702 7,702
Amortization of organization expenses 6,222 10,471 31,951 (b) 48,644
Legal and audit fees 28,008 23,039 (23,926) (a) 27,121
Registration fees 34,077 37,383 (4,978) (a) 66,482
Directors' fees 4,606 4,606 9,212
Shareholder reports 11,472 27,172 (27,262) (a) 11,382
Other 2,668 2,631 5,299
Total Expenses 130,122 175,755 112,132 418,009
Less:
Waived fees and reimbursed expenses (63,050) (107,898) (112,132) (283,080)
Additional waived fees
NET EXPENSES 67,072 67,857 134,929
NET INVESTMENT INCOME 2,052,672 444,250 2,496,922
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investment (4,291) (274) (4,565)
NET GAIN(LOSS) ON INVESTMENTS (4,291) (274) (4,565)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,048,381 $ 443,976 $ 2,492,357
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(b) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
<PAGE>
Statement of Assets and Liabilities
June 30, 1997
<TABLE>
<CAPTION>
Tax-Free
Money Market
Master Portfolio
----------------
<S> <C>
ASSETS
Investments:
In securities, at market value and identified cost $107,210,504
Cash 5,054,950
Receivables:
Dividends and Interest 528,689
Due from co-administrator 18,797
Organizational expenses, net of amortization 3,654
Prepaid expenses 11,312
Total Assets 112,827,906
LIABILITIES
Payables:
Investment securities purchased 2,012,480
Distribution to shareholders 264,927
Due to advisor 32,654
Other 10,423
Total Liabilities 2,320,484
TOTAL NET ASSETS $110,507,422
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Statement of Operations
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Tax-Free
Money Market
Master Portfolio
----------------
<S> <C>
INVESTMENT INCOME
Interest $ 2,836,411
Total Investment Income 2,836,411
Expenses:
Advisory fees 244,739
Custody fees 2,118
Portfolio accounting fees 11,141
Amortization of organization expenses 1,187
Legal and audit fees 16,716
Total Expenses 275,901
Less:
Waived fees and reimbursed expenses (71,341)
NET EXPENSES 204,560
NET INVESTMENT INCOME 2,631,851
Net realized gain(loss) on sale of investments (4,565)
NET GAIN(LOSS) ON INVESTMENTS (4,565)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,627,286
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Prime Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Prime Money
Overland Express Stagecoach Market Mutual Fund
Money Market Prime Money Pro Forma Pro Forma
Fund Market Mutual Fund Adjustments Combined
----------------- -------------------- ------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 1,274,670,553 $ 1,386,407,641 $ 2,661,078,194
Cash 1,926 2,046 3,972
Receivables:
Dividends and interest 5,093,046 11,043,366 16,136,412
Due from Wells Fargo Bank/Stephens Inc. 24,773 (d) 24,773
Organization expenses, net of amortization 24,773 34,509 (24,773)(d) 34,509
Prepaid expenses 167,039 206,558 373,597
Total Assets 1,279,957,337 1,397,694,120 2,677,651,457
LIABILITIES
Payables:
Distribution to shareholders 4,712,430 5,874,316 10,586,746
Due to sponsor and distributor 307,698 91,932 399,630
Due to adviser 334,188 389,960 724,148
Other 18,498 284,045 302,543
Total Liabilities 5,372,814 6,640,253 12,013,067
TOTAL NET ASSETS $ 1,274,584,523 $ 1,391,053,867 $ 2,665,638,390
NET ASSETS CONSIST OF:
Paid-in capital $ 1,274,649,212 $ 1,391,216,091 $ 2,665,865,303
Undistributed net realized gain(loss)
on investments (64,689) (162,224) (226,913)
TOTAL NET ASSETS $ 1,274,584,523 $ 1,391,053,867 $ 2,665,638,390
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 589,281,220 $ 252,924,734 $ 842,205,954
Shares outstanding - Class A 589,354,186 253,017,070 842,371,256
Net asset value and offering price per share - Class A $ 1.00 $ 1.00 $ 1.00
Net assets - Administrative Class 885,303,303 (e) $ 685,303,303
Shares outstanding - Administrative Class 685,294,984 (a) 685,294,984
Net asset value and offering price per share
- Administrative Class $ 1.00
Net Assets - Institutional Class $ 685,303,303 $ 523,177,374 (685,303,303)(e) $ 523,177,374
Shares outstanding - Institutional Class 685,294,984 523,315,079 (685,294,984)(c) 523,315,079
Net asset value and offering price per share
- Institutional Class $ 1.00 $ 1.00 $ 1.00
Net Assets - Service Class $ 614,951,759 $ 614,951,759
Shares outstanding - Service Class 615,130,035 615,130,035
Net asset value and offering price per share
- Service Class $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Prime Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Prime Money
Overland Express Stagecoach Market Mutual Fund
Money Market Prime Money Pro Forma Pro Forma
Fund Market Mutual Fund Adjustments Combined
-------------------- -------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 64,312,240 $ 80,984,369 $ 145,296,609
Total Investment Income 64,312,240 80,984,369 145,296,609
Expenses:
Advisory fees 2,922,764 4,045,831 6,968,595
Administration fees 1,093,766 886,641 (459,689) (b) 1,520,718
Custody fees 200,889 199,781 (2,596) (b) 398,074
Shareholder servicing fees 0 2,609,639 2,205,247 (b) 4,814,886
Portfolio accounting fees 295,126 285,626 (61,500) (b) 519,252
Transfer agency fees 220,951 442,236 243,989 (b) 907,176
Distribution fees 1,110,740 137,876 (894,980) (b) 353,636
Amortization of organization expenses 8,120 20,128 24,773 (d) 53,021
Legal and audit fees 105,611 32,462 (73,928) (b) 64,145
Registration fees 45,915 173,551 (36,732) (b) 182,734
Directors' fees 4,631 4,673 9,304
Shareholder reports 34,121 24,122 (27,297) (b) 30,946
Other 10,373 112,046 122,419
Total Expenses 6,053,007 8,974,612 917,287 15,944,906
Less:
Waived fees and reimbursed expenses (281,546) (3,116,095) (917,287) (4,314,928)
NET EXPENSES 5,771,461 5,858,517 11,629,978
NET INVESTMENT INCOME 58,540,779 75,125,852 133,666,631
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments 18,917 (59,137) (40,220)
NET GAIN(LOSS) ON INVESTMENTS 18,917 (59,137) (40,220)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 58,559,696 $ 75,066,715 $ 133,626,411
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) Reflects retired shares of respective Overland Portfolio.
(d) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(e) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - Strategic Growth Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Strategic Growth
Overland Express Stagecoach Fund
Strategic Growth Aggressive Growth Pro Forma Pro Forma
Fund Fund Adjustments Combined
----------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In master portfolio $ 164,806,507 $ 55,494,062 $ 220,300,569
Receivables:
Fund shares sold 24,329 82,746 107,075
Due from Wells Fargo Bank/Stephens Inc. 65,780 (e) 65,780
Organization expenses, net of amortization 13,350 65,780 (65,780)(e) 13,350
Prepaid expenses 6,536 850 7,386
Total Assets 164,850,722 55,643,438 220,494,160
LIABILITIES
Payables:
Fund shares redeemed 384,713 11,892 396,605
Due to sponsor and distributor 138,169 92,966 231,135
Due to advisor 22,867 18,329 41,196
Other 329,857 170,948 (60,855)(b) 439,950
Total Liabilities 875,606 294,135 1,108,886
TOTAL NET ASSETS $ 163,975,116 $ 55,349,303 $ 219,385,274
NET ASSETS CONSIST OF:
Paid-in capital $ 143,452,796 $ 56,090,083 $ 199,542,879
Undistributed(overdistributed) net investment income (964,819) (380,031) 60,855 (b) (1,283,995)
Undistributed net realized gain(loss)
on investments 13,611,900 (8,170,284) 5,441,616
Net unrealized appreciation
of investments 7,875,239 7,809,535 15,684,774
TOTAL NET ASSETS $ 163,975,116 $ 55,349,303 $ 219,385,274
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 121,541,608 $ 37,049,572 42,002 (b) $ 158,633,182
Shares outstanding - Class A 6,576,940 1,991,139 (45,943)(a) 8,522,136
Net asset value per share - Class A $ 18.48 $ 18.61 $ 18.61
Maximum offering price per share - Class A $ 19.35 $ 19.64 $ 19.64
Net Assets - Class B $ 18,299,731 4,384 (b) $ 18,304,115
Shares outstanding - Class B 803,861 803,861
Net asset value and offering price per
share - Class B $ 22.76 $ 22.77
Net Assets - Class C 42,447,977 (b),(f) $ 42,447,977
Shares outstanding - Class C 1,864,510 (a),(c) 1,864,510
Net asset value and offering price per
share - Class C $ 22.77
Net Assets - Class D $ 42,433,508 (42,433,508)(f)
Shares outstanding - Class D 1,878,541 (1,878,541)(d)
Net asset value and offering price per
share - Class D $ 22.59
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Strategic Growth Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Strategic Growth
Overland Express Stagecoach Fund
Strategic Growth Aggressive Growth Pro Forma Pro Forma
Fund Fund Adjustments Combined
------------------ ------------------ ------------ -------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Dividends allocated from Master Portfolio $ 164,857 $ 45,933 $ 210,790
Interest allocated from Master Portfolio 345,413 96,239 441,652
Expenses allocated from Master Portfolio (956,742) (266,568) (1,223,310)
Total Investment Income (loss) (446,472) (124,396) (570,868)
Expenses:
Administration fees 230,115 19,124 (160,823) (b) 88,416
Shareholder servicing fees 123,343 110,038 285,746 (b) 519,127
Transfer agency fees 190,783 27,619 218,402
Distribution fees 654,108 143,401 (169,293) (b) 628,216
Amortization of organization expenses 14,866 11,679 65,780 (e) 92,325
Legal and audit fees 42,300 32,147 (29,610) (b) 44,837
Registration fees 53,283 36,600 (42,626) (b) 47,257
Directors' fees 2,673 4,490 7,163
Shareholder reports 79,546 60,826 (63,637) (b) 76,735
Other 4,823 81 4,904
Total Expenses 1,395,840 446,005 (114,463) 1,727,382
Less:
Waived fees and reimbursed expenses (8,378) (45,230) 53,608 0
NET EXPENSES 1,387,462 400,775 1,727,382
NET INVESTMENT INCOME (1,833,934) (525,171) (2,298,250)
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments 7,689,918 (6,944,858) 745,060
Net change in unrealized appreciation
(depreciation) of investments (13,304,293) 6,547,204 (6,757,089)
NET GAIN(LOSS) ON INVESTMENTS (5,614,375) (397,654) (6,012,029)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (7,448,309) $ (922,825) $ (8,310,279)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(f) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Statement of Assets and Liabilities
June 30, 1997
<TABLE>
<CAPTION>
Capital
Appreciation
Master Portfolio
--------------------
<S> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 221,671,265
Cash 151,394
Receivables:
Dividends and Interest 1,200
Investment securities sold 2,299,061
Prepaid expenses and Other Assets 376,372
Total Assets 224,499,292
LIABILITIES
Payables:
Investment securities purchased 4,101,759
Due to advisor 83,387
Other 12,876
Total Liabilities 4,198,022
TOTAL NET ASSETS $ 220,301,270
INVESTMENT AT COST $ 207,219,692
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Statement of Operations
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Capital
Appreciation
Master Portfolio
----------------
<S> <C>
INVESTMENT INCOME
Dividends $ 210,790
Interest 441,652
Total Investment Income 652,442
Expenses:
Advisory fees 1,037,401
Custody fees 52,353
Portfolio accounting fees 103,220
Legal and audit fees 10,295
Other 20,041
Total Expenses 1,223,310
Less:
Waived fees and reimbursed expenses 0
Net Expenses 1,223,310
NET INVESTMENT INCOME(LOSS) (570,868)
REALIZED AND UNREALIZED GAIN(LOSS) ON
INVESTMENTS
Net realized gain(loss) on sale of investments 745,058
Net change in unrealized appreciation
(depreciation) of investments (6,756,661)
NET GAIN(LOSS) ON INVESTMENTS (6,011,603)
NET INCREASE(DECREASE) IN ASSETS
RESULTING FROM OPERATIONS $(6,582,471)
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Treasury Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Treasury
Stagecoach Money Market
Overland Express Treasury Mutual Fund
U.S. Treasury Money Money Market Pro Forma Pro Forma
Market Fund Mutual Fund Adjustments Combined
------------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 472,411,879 $ 1,916,757,439 $ 2,389,169,318
Cash 0 1,060 1,060
Receivables:
Dividends and interest 1,550,291 15,700,887 17,251,178
Due from Wells Fargo Bank/Stephens Inc. 7,825 (d) 7,825
Organization expenses, net of amortization 7,825 103,799 (7,825) (d) 103,799
Prepaid expenses 49,031 464,320 513,351
Total Assets 474,019,026 1,933,027,505 2,407,046,531
LIABILITIES
Cash overdraft due to custodian 7,622 0 7,622
Payables:
Distribution to shareholders 1,903,425 6,280,580 8,184,005
Due to sponsor and distributor 278,327 559,896 838,223
Due to adviser 138,315 832,380 970,695
Other 25,689 437,085 462,774
Total Liabilities 2,353,378 8,109,941 10,463,319
TOTAL NET ASSETS $ 471,665,648 $ 1,924,917,564 $ 2,396,583,212
NET ASSETS CONSIST OF:
Paid-in capital $ 471,622,679 $ 1,924,850,964 $ 2,396,473,643
Undistributed net realized gain
on investments 42,969 66,600 109,569
TOTAL NET ASSETS $ 471,665,648 $ 1,924,917,564 $ 2,396,583,212
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 294,130,493 $ 69,165,074 $ 363,295,567
Shares outstanding - Class A 294,119,766 69,184,303 363,304,069
Net asset value and offering price per share - Class A $ 1.00 $ 1.00 $ 1.00
Net Assets - Administrative Class 177,535,155 (e) $ 177,535,155
Shares outstanding - Administrative Class 177,506,276 (a) 177,506,276
Net asset value and offering price
per share - Administrative Class $ 1.00
Net Assets - Class E $ 983,624,334 $ 983,624,334
Shares outstanding - Class E 983,593,210 983,593,210
Net asset value and offering price per share - Class E $ 1.00 $ 1.00
Net Assets - Institutional Class $ 177,535,155 $ 501,791,577 (177,535,155) (e) $ 501,791,577
Shares outstanding - Institutional Class 177,506,276 501,902,153 (177,506,276) (c) 501,902,153
Net asset value and offering price per share -
Institutional Class $ 1.00 $ 1.00 $ 1.00
Net Assets - Service Class $ 370,336,579 $ 370,336,579
Shares outstanding - Service Class 370,336,030 370,336,030
Net asset value and offering price per share - Service
Class $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Treasury Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Treasury
Stagecoach Money Market
Overland Express Treasury Mutual Fund
U.S. Treasury Money Money Market Pro Forma Pro Forma
Market Fund Mutual Fund Adjustments Adjustments
-------------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 23,972,817 $ 101,857,211 $ 125,830,028
Total Investment Income 23,972,817 101,857,211 125,830,028
Expenses:
Advisory fees 1,145,958 4,980,154 6,126,112
Administration fees 427,470 1,111,255 (178,336)(b) 1,360,389
Custody fees 82,221 268,955 (2,623)(b) 348,553
Shareholder servicing fees 0 3,651,693 992,454 (b) 4,644,147
Portfolio accounting fees 153,103 325,536 (61,500)(b) 417,139
Transfer agency fees 159,626 456,980 120,210 (b) 736,816
Distribution fees 746,465 546,846 (595,931)(b) 697,380
Amortization of organization expenses 10,359 23,033 7,825 (d) 41,217
Legal and audit fees 45,452 37,964 (31,816)(b) 51,600
Registration fees 40,814 337,816 (32,651)(b) 345,979
Directors' fees 3,494 8,293 11,787
Shareholder reports 16,971 18,181 (13,577)(b) 21,575
Other 14,892 46,445 61,337
Total Expenses 2,846,825 11,813,151 204,055 14,864,031
Less:
Waived fees and reimbursed expenses (271,373) (4,137,977) (204,055) (4,613,405)
NET EXPENSES 2,575,452 7,675,174 10,250,626
NET INVESTMENT INCOME 21,397,365 94,182,037 115,579,402
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain on sale of investments 72,065 75,441 147,506
NET GAIN ON INVESTMENTS 72,065 75,441 147,506
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 21,469,430 $ 94,257,478 $ 115,726,908
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) Reflects retired shares of respective Overland Portfolio.
(d) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(e) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - U.S. Government Income Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
U.S. Government
Overland Express Income Fund
U.S. Government Stagecoach Pro Forma Pro Forma
Income Fund Ginnie Mae Fund Adjustments Combined
----------------- ---------------- ------------ ----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value(see cost below) $ 81,674,025 $ 165,832,832 $ 247,506,857
Cash 80,853 1,281 82,134
Receivables:
Dividends and interest 650,903 1,060,921 1,711,824
Fund shares sold 0 58,699 58,699
Investment securities sold 12,166 0 12,166
Due from Wells Fargo Bank/Stehpens Inc. 7,442 (e) 7,442
Organization expenses, net of amortization 4,085 7,442 (7,442) (e) 4,085
Prepaid expenses 17,260 25,451 42,711
Total Assets 82,439,292 166,986,626 249,425,918
LIABILITIES
Payables:
Investment securities purchased 0 7,135,625 7,135,625
Distribution to shareholders 410,703 833,586 1,244,289
Fund shares redeemed 3,919 43,862 47,781
Due to sponsor and distributor 4,129 127,376 131,505
Due to adviser 48,185 86,731 134,916
Other 120,932 21,522 142,454
Total Liabilities 587,868 8,248,702 8,836,570
TOTAL NET ASSETS $ 81,851,424 $ 158,737,924 $ 240,589,348
NET ASSETS CONSIST OF:
Paid-in capital $ 84,689,606 $ 176,973,618 $ 261,663,224
Undistributed net realized gain(loss)
on investments (3,356,486) (18,204,043) (21,560,529)
Net unrealized appreciation(depreciation)
of investments 518,304 (31,651) 486,653
TOTAL NET ASSETS $ 81,851,424 $ 158,737,924 $ 240,589,348
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 80,058,438 $ 128,127,261 $ 208,185,699
Shares outstanding - Class A 7,944,381 11,957,442 (474,291) (a) 19,427,532
Net asset value per share - Class A $ 10.08 $ 10.72 $ 10.72
Maximum offering price per share - Class A $ 10.55 $ 11.23 $ 11.23
Net Assets - Class B $ 22,850,026 $ 22,850,026
Shares outstanding - Class B 2,167,007 2,167,007
Net asset value and offering price per
share - Class B $ 10.54 $ 10.54
Net Assets - Class C 1,792,986 (f) 1,792,986
Shares outstanding - Class C 170,054 (a),(c) 170,054
Net asset value and offering price per
share - Class C $ 10.54
Net Assets - Class D $ 1,792,986 (1,792,986)(f)
Shares outstanding - Class D 130,165 (130,165)(d)
Net asset value and offering price per
share - Class D $ 13.77
Net Assets - Institutional Class $ 7,760,637 $ 7,760,637
Shares outstanding - Institutional Class 501,561 501,561
Net asset value and offering price per
share - Institutional Class $ 15.47 $ 15.47
INVESTMENT AT COST $ 81,155,721 $ 165,864,483 $ 247,020,204
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - U.S. Government Income Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
U.S. Government
Overland Express Income Fund
U.S. Government Stagecoach Pro Forma Pro Forma
Income Fund Ginnie Mae Fund Adjustments Combined
------------------- ------------------- ---------------- --------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 4,720,950 $ 13,298,695 $ 18,019,645
Total Investment Income 4,720,950 13,298,695 18,019,645
Expenses:
Advisory fees 337,100 857,737 1,194,837
Administration fees 62,162 68,529 (33,851)(b) 96,840
Custody fees 20,649 77,607 (4,662)(b) 93,594
Shareholder servicing fees 5,545 512,662 196,778 (b) 714,985
Portfolio accounting fees 65,469 95,731 (61,500)(b) 99,700
Transfer agency fees 84,162 233,195 317,357
Distribution fees 10,807 224,521 38,622 (b) 273,950
Amortization of organization expenses 3,497 2,698 7,442 (e) 13,637
Legal and audit fees 28,228 47,228 (19,760)(b) 55,696
Registration fees 68,508 57,209 (54,806)(b) 70,911
Directors' fees 4,996 5,002 9,998
Shareholder reports 40,172 25,693 (32,138)(b) 33,727
Other 23,188 44,855 68,043
Total Expenses 754,483 2,252,667 36,125 3,043,275
Less:
Waived fees and reimbursed expenses (134,913) (704,347) (36,125) (875,385)
NET EXPENSES 619,570 1,548,320 2,167,890
NET INVESTMENT INCOME 4,101,380 11,750,375 15,851,755
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments (542,722) 1,986,797 1,444,075
Net change in unrealized appreciation
of investments 973,336 3,663,998 4,637,334
NET GAIN ON INVESTMENTS 430,614 5,650,795 6,081,409
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 4,531,994 $ 17,401,170 $ 21,933,164
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(f) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
OVERLAND EXPRESS FUNDS, INC.
AND
STAGECOACH FUNDS, INC.
Notes to Pro Forma Financial Statements (Unaudited)
1. BASIS OF COMBINATION
The accompanying unaudited Pro Forma Combining Portfolio of Investments and
Statement of Assets and Liabilities and the Statement of Operations reflect the
accounts of Overland Express Funds, Inc. ("Overland") and Stagecoach Funds, Inc.
("Stagecoach") for the year ended June 30, 1997. These statements have been
derived from the annual and semi-annual reports of Overland and Stagecoach, and
the underlying accounting records of Stagecoach that were utilized in
calculating the daily net asset values for the three months ended June 30, 1997.
The pro forma statements give effect to the proposed transfer of the assets and
stated liabilities as follows:
<TABLE>
<CAPTION>
Existing Existing
Overland Fund Stagecoach Fund Combined Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
California Tax-Free Bond California Tax-Free Bond Stagecoach California Tax-Free Bond
California Tax-Free Money Market California Tax-Free Money Market Stagecoach California Tax-Free Money
Mutual Market Mutual
Money Market Prime Money Market Mutual Stagecoach Prime Money Market Mutual
Municipal Income National Tax-Free Stagecoach National Tax-Free
National Tax-Free Institutional National Tax-Free Money Market Mutual Stagecoach National Tax-Free Money
Money Market Market Mutual
Strategic Growth Aggressive Growth Stagecoach Strategic Growth
U.S. Government Income Ginnie Mae Stagecoach U.S. Government Income
U.S. Treasury Money Market Treasury Money Market Mutual Stagecoach Treasury Money Market Mutual
</TABLE>
Under generally accepted accounting principles, the historical cost of the
investment securities will be carried forward to the surviving entity and the
results of operations of the Overland Funds (the "Overland Portfolios") for
pre-combination periods will not be restated. The pro forma combining statements
have been prepared based upon the proposed structure of the surviving Stagecoach
Funds (the "Funds") utilizing both historical and proposed fee data.
The Pro Forma Combining Portfolio of Investments, Statement of Assets and
Liabilities and Statement of Operations should be read in conjunction with the
historical financial statements of the Funds and Overland Portfolios
incorporated by reference in the Statement of Additional Information.
For the year ended June 30, 1997, the pro forma adjusted investment advisory
fees for the Funds , with the exception of the Prime Money Market Mutual, Ginnie
Mae and Treasury Money Market Mutual Funds, were computed based on the annual
rate of 0.50% of the average daily net assets. The Ginnie Mae Fund's advisory
fee
<PAGE>
was calculated at an annual rate of 0.50% of the first $250 million in average
daily net assets, 0.40% for the next $250 million and 0.30% of the average daily
net assets in excess of $500 million. The Prime Money Market Mutual and Treasury
Money Market Mutual Funds' advisory fee was calculated at an annual rate of
0.25% of each such Fund's average daily net assets. The advisory fees for the
National Tax-Free Money Market Mutual and the Aggressive Growth Funds were
accrued in the Tax-Free Money Market and Capital Appreciation Master Portfolios,
respectively, and were not adjusted for pro forma purposes.
The pro forma adjusted administration fees were calculated using the rates
applicable for two time periods: February 1, 1997 to June 30, 1997 and July 1,
1996 to January 31, 1997. For the period from February 1, 1997 to June 30, 1997
the pro forma adjusted administration fees were computed based on the annual
rate of 0.06% of the average daily net assets of the Funds. For the period from
July 1, 1996 to January 31, 1997, the pro forma adjusted administration fee was
computed based on the annual rate of 0.03% of the average daily net assets of
the California Tax-Free Bond, California Tax-Free Money Market Mutual,
Aggressive Growth and Ginnie Mae Funds, and 0.05% of the average daily net
assets of the Prime Money Market Mutual, National Tax-Free, National Tax-Free
Money Market Mutual and Treasury Money Market Mutual Funds.
The pro forma adjusted transfer agency fees for the Prime Money Market Mutual,
National Tax-Free and Treasury Money Market Mutual Funds were calculated using
the rates applicable for the same two time periods as stated above for
administration fees. For the period from February 1, 1997 to June 30, 1997 the
pro forma adjusted transfer agency fees were computed based on the annual rate
of 0.14% of the average daily net assets attributable to the Class A, B and C,
shares of the National Tax-Free Fund, 0.10% of the average daily net assets
attributable to the Class A shares of the Prime Money Market Mutual and Treasury
Money Market Mutual Funds, 0.06% of the average daily net assets attributable to
the Institutional Class shares of the National Tax-Free Fund, 0.02% of the
average daily net assets attributable to the Administrative Class, Institutional
Class, and Service Class shares of the Prime Money Market Mutual and Treasury
Money Market Mutual Funds and 0.02% of the average net assets attributable to
the Class E shares of the Treasury Money Market Mutual Fund. For the period from
July 1, 1996 to January 31, 1997, the pro forma adjusted transfer agency fees
were computed based on the annual rates of 0.07%, 0.02%, 0.02% and 0.04% of the
average daily net assets attributable to the Class A, Administrative Class,
Institutional Class and Service Class shares, respectively, of the Prime Money
Market Mutual and Treasury Money Market Mutual Funds, and 0.07% of the average
daily net assets of each of the classes of the National Tax-Free Fund.
Stagecoach has adopted Distribution Plans pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, whereby the Funds may receive
compensation and/or defray all or part of the cost of preparing, printing and
distributing prospectuses and other promotional materials by paying a monthly
fee on an annual basis of up to 0.05% of the average daily net assets for the
Class A shares of the Funds, with the following exceptions. The Aggressive
Growth Fund pays a monthly fee at an annual rate of up to 0.10% of the average
daily net assets for its Class A shares, and the Ginnie Mae and California
Tax-Free Bond Funds, in their respective Class A share Distribution Plans, may
pay as reimbursement only, a monthly fee at an annual rate of up to 0.05% of the
average daily net assets attributable to their Class A shares. The Distribution
Plans for the Class B and C shares provide that the Funds may pay as
reimbursement or compensation for distribution related services, a monthly fee
at an annual rate of up to 0.70% of the average net assets attributable to the
Class B shares of the California Tax-Free Bond and Ginnie Mae Funds, up to 0.75%
of the average net assets attributable to the Class B shares of the National
Tax-Free and Aggressive Growth Funds and up to 0.75% of the average net assets
attributable to the Class C shares of the California Tax-Free Bond, National
Tax-Free, Aggressive Growth and Ginnie Mae Funds. The Class E Distribution Plan
for the Treasury Money Market Mutual Fund provides that the Fund may pay as
reimbursement or compensation for distribution related services, a monthly fee
at an annual rate of up to 0.25% of the Fund's average daily net assets
attributable to the Class E shares.
<PAGE>
The pro forma adjustments to custodian, accounting, legal and audit, and
registration fees reflect the estimated differences resulting from the single
surviving entity having a greater level of net assets and number of
shareholders, savings due to economies of scale and decreases in certain
expenses duplicated between the funds.
2. PORTFOLIO VALUATION
Investments in securities in the pro forma financial statements are valued in
accordance with the description of their respective prospectuses.
3. CAPITAL SHARES
The Pro Forma Combining Statement of Assets and Liabilities assumes the issuance
or reduction of shares of each of the Overland Portfolios merging into existing
Stagecoach Funds as if the reorganization had taken place on June 30, 1997, and
is based on the net asset value of the surviving legal entity. The Class C
shares' net asset value per share has been presented to be the same as that of
Class B for purposes of this pro forma. The pro forma number of shares of each
of the consolidated funds is as follows:
<TABLE>
<CAPTION>
Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma
Shares Shares Shares Shares Shares Shares Shares
Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding
Fund Class A Class B Class C Class E Administrative Institutional Service
Class Class Class
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stagecoach California 46,015,080 4,930,550 512,769 - - 8,147,207 -
Tax-Free Bond
Stagecoach California 1,778,963,664* - - - - - -
Tax-Free Money Market
Mutual
Stagecoach Prime Money 842,371,256 - - - 685,294,984 523,315,079 615,130,035
Market Mutual
Stagecoach National 2,916,411 22,441 841,836 - - 453,899 -
Tax-Free
Stagecoach National 20,738,354 - - - - 89,850,442 -
Tax-Free Money Market
Mutual
Stagecoach Strategic Growth 8,522,136 803,861 1,864,510 - - - -
Stagecoach U.S. Government 19,427,532 2,167,007 170,054 - - 501,561 -
Income
Stagecoach Treasury Money 363,304,069 - - 983,593,210 177,506,276 501,902,153 370,336,030
Market Mutual
</TABLE>
* Represents the single class shares of the Stagecoach California Tax-Free Money
Market Mutual Fund and has been listed under Class A shares for the purposes of
this table only.
4. INVESTMENT OBJECTIVE AND POLICIES
These statements do not reflect the effects of the proposed differing investment
objectives and policies of certain of the Funds and Overland Portfolios.
<PAGE>
PRO - FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH CALIFORNIA TAX-FREE
BOND FUND AND OVERLAND CALIFORNIA TAX-FREE BOND FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,000,000 ABAG Finance Authority for Nonprofit Corp CA Stanford University Hospital 5.50% 11/01/13 $0
1,000,000 ABAG Finance Authority for Nonprofit Corp CA State Insured 7.10 12/01/20 1,084,840
1,000,000 ABAG Finance Authority for Nonprofit Corp Stanford University Hospital MBIA Insured 5.25 11/01/20 947,170
1,000,000 Alameda CA USD AMBAC Insured 5.95 07/01/09 0
2,000,000 Alameda CA USD AMBAC Insured 6.05 07/01/11 1,049,250
2,000,000 Alameda County CA Public Facilities Corp COP 6.25 06/01/06 0
1,000,000 Alameda County CA Water District Revenue COP Water System Project MBIA Insured 6.20 06/01/13 1,041,280
3,620,000 Antioch CA Public FA Water Revenue Water Treatment Plant Project MBIA Insured 5.63 07/01/14 0
1,330,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 7.52! 09/01/06 0
1,430,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 7.37! 09/01/07 0
2,545,000 Bonita CA USD COP MBIA Insured 5.63 05/01/10 0
1,300,000 Burbank Glendale Pasadena Airport Authority CA Airport Revenue AMBAC Insured 6.40 06/01/10 0
1,000,000 California State DWR Central Valley Project Revenue 4.75 09/01/12 0
1,500,000 California State DWR Central Valley Project Revenue 5.00 12/01/12 0
400,000 California State DWR Central Valley Project Revenue Series F 6.00 12/01/11 0
5,000,000 California State DWR Central Valley Project Revenue Series J 6.00 12/01/07 0
1,830,000 California State DWR Central Valley Project Revenue Series L 5.75 12/01/13 0
4,550,000 California State DWR Central Valley Project Revenue Series L 5.75 12/01/14 3,589,689
2,300,000 California State DWR Central Valley Project Revenue Series M 5.00 12/01/15 2,134,722
3,235,000 California State DWR Central Valley Project Series O 4.75 12/01/17 0
2,000,000 California State EDFA Revenue Chapman College Refunding Pending 7.30 01/01/02 2,155,905
1,000,000 California State EDFA Revenue Claremont Colleges Pooled Facilities 6.38 05/01/22 1,025,590
350,000 California State EDFA Revenue Loyola Marymount University 6.00 10/01/14 355,541
710,000 California State EDFA Revenue Loyola Marymount University Series B 6.55 10/01/12 760,005
680,000 California State EDFA Revenue Mills College 6.70 09/01/05 0
50,000 California State EDFA Revenue Pomona College 6.13 02/15/08 0
1,000,000 California State EDFA Revenue Pomona College GO 5.60 12/01/14 0
3,200,000 California State EDFA Revenue Pomona College GO 6.00 02/15/17 0
2,235,000 California State EDFA Revenue St Mary's College 4.75 10/01/20 0
1,950,000 California State EDFA Revenue University of San Diego Project 6.50 10/01/08 1,295,568
1,000,000 California State EDFA Revenue University of San Francisco MBIA Insured 5.60 10/01/10 0
1,000,000 California State GO 4.75 09/01/11 0
3,000,000 California State GO AMBAC Insured 5.75 03/01/15 1,370,203
1,910,000 California State GO Eagles II Series 6 5.99! 04/01/10 0
3,000,000 California State GO MBIA Insured 6.00 10/01/10 0
405,000 California State HFA Home Mortgage Revenue AMT Series B Multiple Credit Enhancements 8.00 08/01/29 422,099
1,085,000 California State HFA Home Mortgage Revenue AMT Series D Multiple Credit Enhancements 7.75 08/01/10 1,148,114
285,000 California State HFA Home Mortgage Revenue AMT Series G Multiple Credit Enhancements 8.15 08/01/19 293,653
1,535,000 California State HFA Home Mortgage Revenue Series A Multiple Credit Enhancements 7.35 08/01/11 1,623,032
40,000 California State HFA Home Mortgage Revenue Series B FHA Collateralized 6.90 08/01/16 0
180,000 California State HFA Home Mortgage Revenue Series B MBIA Insured 6.90 08/01/16 0
355,000 California State HFA Home Mortgage Revenue Series B Multiple Credit Enhancements 7.25 08/01/10 372,686
110,000 California State HFA Home Mortgage Revenue Series F Multiple Credit Enhancements 7.75 08/01/08 112,760
300,000 California State HFA Home Mortgage Revenue Series G AMT Multiple Credit Enhancements 6.95 08/01/11 0
500,000 California State HFA Home Multi Unit Rental Mortgage Revenue Series B-II 6.70 08/01/15 0
500,000 California State HFA Home Multi-Unit Rental Mortgage Revenue Series C-II AMT 6.85 08/01/15 0
140,000 California State HFA Insured Housing Revenue AMT Series C MBIA Insured 7.00 08/01/23 147,001
2,825,000 California State HFA Multi-Unit Rental Housing Revenue Series A AMT 5.50 08/01/15 1,498,156
1,000,000 California State HFFA Episcopal Homes Foundation Project State Insured 7.75 07/01/18 1,024,790
400,000 California State HFFA Episcopal Homes Foundation Project State Insured 7.85 07/01/15 410,208
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,000,000 ABAG Finance Authority for Nonprofit Corp CA Stanford University Hospital $1,975,000 $1,975,000
1,000,000 ABAG Finance Authority for Nonprofit Corp CA State Insured 0 1,084,840
1,000,000 ABAG Finance Authority for Nonprofit Corp Stanford University Hospital MBIA Insured 0 947,170
1,000,000 Alameda CA USD AMBAC Insured 1,055,440 1,055,440
2,000,000 Alameda CA USD AMBAC Insured 1,049,250 2,098,500
2,000,000 Alameda County CA Public Facilities Corp COP 2,120,240 2,120,240
1,000,000 Alameda County CA Water District Revenue COP Water System Project MBIA Insured 0 1,041,280
3,620,000 Antioch CA Public FA Water Revenue Water Treatment Plant Project MBIA Insured 3,641,430 3,641,430
1,330,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 842,063 842,063
1,430,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 852,895 852,895
2,545,000 Bonita CA USD COP MBIA Insured 2,621,019 2,621,019
1,300,000 Burbank Glendale Pasadena Airport Authority CA Airport Revenue AMBAC Insured 1,372,059 1,372,059
1,000,000 California State DWR Central Valley Project Revenue 950,870 950,870
1,500,000 California State DWR Central Valley Project Revenue 1,425,270 1,425,270
400,000 California State DWR Central Valley Project Revenue Series F 406,064 406,064
5,000,000 California State DWR Central Valley Project Revenue Series J 5,429,300 5,429,300
1,830,000 California State DWR Central Valley Project Revenue Series L 1,855,712 1,855,712
4,550,000 California State DWR Central Valley Project Revenue Series L 1,011,180 4,600,869
2,300,000 California State DWR Central Valley Project Revenue Series M 0 2,134,722
3,235,000 California State DWR Central Valley Project Series O 2,906,065 2,906,065
2,000,000 California State EDFA Revenue Chapman College Refunding Pending 0 2,155,905
1,000,000 California State EDFA Revenue Claremont Colleges Pooled Facilities 0 1,025,590
350,000 California State EDFA Revenue Loyola Marymount University 0 355,541
710,000 California State EDFA Revenue Loyola Marymount University Series B 0 760,005
680,000 California State EDFA Revenue Mills College 746,212 746,212
50,000 California State EDFA Revenue Pomona College 53,302 53,302
1,000,000 California State EDFA Revenue Pomona College GO 993,750 993,750
3,200,000 California State EDFA Revenue Pomona College GO 3,265,728 3,265,728
2,235,000 California State EDFA Revenue St Mary's College 1,909,115 1,909,115
1,950,000 California State EDFA Revenue University of San Diego Project 809,730 2,105,298
1,000,000 California State EDFA Revenue University of San Francisco MBIA Insured 1,048,350 1,048,350
1,000,000 California State GO 957,840 957,840
3,000,000 California State GO AMBAC Insured 3,033,660 4,403,863
1,910,000 California State GO Eagles II Series 6 961,341 961,341
3,000,000 California State GO MBIA Insured 3,274,860 3,274,860
405,000 California State HFA Home Mortgage Revenue AMT Series B Multiple Credit Enhancements 0 422,099
1,085,000 California State HFA Home Mortgage Revenue AMT Series D Multiple Credit Enhancements 0 1,148,114
285,000 California State HFA Home Mortgage Revenue AMT Series G Multiple Credit Enhancements 0 293,653
1,535,000 California State HFA Home Mortgage Revenue Series A Multiple Credit Enhancements 0 1,623,032
40,000 California State HFA Home Mortgage Revenue Series B FHA Collateralized 40,450 40,450
180,000 California State HFA Home Mortgage Revenue Series B MBIA Insured 181,917 181,917
355,000 California State HFA Home Mortgage Revenue Series B Multiple Credit Enhancements 0 372,686
110,000 California State HFA Home Mortgage Revenue Series F Multiple Credit Enhancements 0 112,760
300,000 California State HFA Home Mortgage Revenue Series G AMT Multiple Credit Enhancements 317,589 317,589
500,000 California State HFA Home Multi Unit Rental Mortgage Revenue Series B-II 525,425 525,425
500,000 California State HFA Home Multi-Unit Rental Mortgage Revenue Series C-II AMT 525,285 525,285
140,000 California State HFA Insured Housing Revenue AMT Series C MBIA Insured 0 147,001
2,825,000 California State HFA Multi-Unit Rental Housing Revenue Series A AMT 1,189,013 2,687,169
1,000,000 California State HFFA Episcopal Homes Foundation Project State Insured 0 1,024,790
400,000 California State HFFA Episcopal Homes Foundation Project State Insured 0 410,208
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,000,000 California State HFFA Gould Medical Foundation Escrowed to Maturity 7.25 % 04/01/10 $1,086,770
1,250,000 California State HFFA Gould Medical Foundation Escrowed to Maturity 7.30 04/01/20 1,365,838
2,000,000 California State HFFA Revenue Catholic Healthcare West AMBAC Insured 5.75 07/01/15 2,020,200
1,000,000 California State HFFA Revenue Insured Health Facilities Valleycare
Series State Insured 6.50 05/01/05 1,078,500
1,500,000 California State HFFA Revenue Kaiser Permanente Series A 6.25 03/01/21 0
2,000,000 California State HFFA Revenue Scripps Memorial Hospital MBIA Insured 6.40 10/01/12 0
2,000,000 California State HFFA Revenue Scripps Research Institute 6.63 07/01/14 0
1,750,000 California State HFFA Revenue Small Insured Health Facilities
Series A 6.75 03/01/20 1,849,278
1,000,000 California State HFFA Revenue Special Episcopal Homes Mortgage 7.30 07/01/00 0
6,000,000 California State HFFA San Diego Hospital Association MBIA Insured 6.20 08/01/12 1,049,480
1,795,000 California State HFFA Scripps Memorial Hospital Series A MBIA Insured 6.25 10/01/13 0
1,000,000 California State Maritime Infrastructure Authority Revenue Port of
San Diego Project AMBAC Insured 5.25 11/01/15 947,500
2,500,000 California State PCFA Pacific Gas & Electric Co AMT 6.35 06/01/09 0
1,445,000 California State PCFA Pacific Gas & Electric Co AMT 6.63 06/01/09 0
1,000,000 California State PCFA Resource Recovery Revenue Waste Management
AMT Series A 7.15 02/01/11 1,081,250
1,000,000 California State PCFA San Diego Gas & Electric Co AMT 6.80 06/01/15 1,139,420
65,000 California State Public Capital Improvements FA Revenue Joint Powers
Agency Pooled Projects Series 8.25 03/01/98 66,251
2,000,000 California State Public Works Board Lease Revenue Community Colleges 6.63 09/01/07 0
1,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 5.25 01/01/21 0
3,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 6.40 11/01/10 0
2,000,000 California State Public Works Board Lease Revenue Department of
Corrections Series A AMBAC Insured 5.50 01/01/15 0
1,000,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 6.00 12/01/12 0
2,755,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 6.30 12/01/09 1,078,430
5,000,000 California State Universities & Colleges Revenue HSG System FGIC
Insured 5.80 11/01/17 0
1,500,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 5.50 10/01/14 0
6,800,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 6.00 10/01/10 0
1,000,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.20 01/01/11 0
1,750,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.25 01/01/12 0
1,590,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.25 01/01/13 1,555,020
1,500,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.25 01/01/14 1,457,790
500,000 California Statewide CDA Revenue COP Health Facilities Barton
Memorial Hospital LOC - Banque Nationale de Paris 6.40 12/01/05 0
3,310,000 California Statewide CDA Revenue COP Hospital Cedars Sinai Medical
Center 6.50 08/01/12 1,653,660
1,500,000 California Statewide CDA Revenue COP Sutter Health Obligated Group
AMBAC Insured 6.00 08/15/09 0
1,935,000 California Statewide CDA Water Revenue Series A 6.00 07/01/10 0
1,250,000 Calleguas-Las Virgines CA PFA Calleguas MUD FGIC Insured 5.13 07/01/21 1,155,063
3,100,000 Capistrano CA Unified PFA Special Tax Revenue AMBAC Insured 5.25 09/01/09 1,109,625
200,000 Capitol Area Development Authority Sacramento CA Lease Revenue
Series A MBIA Insured 6.50 04/01/12 0
3,840,000 Cathedral City CA PFA RevenueTax Allocation Redevelopment Projects
Series A MBIA Insured 5.25 08/01/13 3,753,446
1,800,000 Chino Basin CA Regional Financial Authority Revenue Municipal Water
District Sewer Systems Project AMBAC insured 6.00 08/01/16 0
400,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/07 0
735,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/08 0
570,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/11 584,005
820,000 Chula Vista CA COP Town Centre II Package Project Redevelopment
Agency 6.00 09/01/10 0
2,000,000 Coachella CA Water Revenue COP FSA Insured 6.10 03/01/22 0
2,500,000 Concord CA RDFA Tax Allocation 5.75 07/01/10 0
3,240,000 Contra Costa CA Water District Revenue FGIC Insured 6.00 10/01/13 0
2,505,000 Contra Costa CA Water Treatment Revenue FGIC Insured 5.70 10/01/12 0
2,700,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 6.60 11/01/12 1,342,500
500,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 6.63 11/01/22 559,960
270,000 Contra Costa County CA Home Mortgage Revenue AMT Escrowed to Maturity 7.75 05/01/22 339,711
2,755,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A Escrowed to Maturity 6.50 03/01/09 840,881
4,000,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A FGIC Insured 5.50 03/01/08 4,125,840
3,655,000 Contra Costa County CA Water District Water Revenue Series G MBIA
Insured 5.75 10/01/14 3,728,100
1,000,000 Contra Costa County CA Water Treatment Revenue Series A FGIC Insured 5.60 10/01/10 0
1,045,000 Corona CA PFA Public Improvement Revenue 5.95 07/01/07 0
1,075,000 Cotati CA Facilities Financing Authority Tax Allocation Series A 5.60 09/01/12 0
1,250,000 Cucamonga County CA Water District COP Refinancing Facilities FGIC
Insured 6.30 09/01/12 0
15,000 Culver City CA RDFA AMBAC Insured 6.75 11/01/15 0
3,000,000 Cupertino CA Series A AMBAC Insured 5.75 07/01/16 1,519,650
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,000,000 California State HFFA Gould Medical Foundation Escrowed to Maturity $0 $1,086,770
1,250,000 California State HFFA Gould Medical Foundation Escrowed to Maturity 0 1,365,838
2,000,000 California State HFFA Revenue Catholic Healthcare West AMBAC Insured 0 2,020,200
1,000,000 California State HFFA Revenue Insured Health Facilities Valleycare
Series State Insured 0 1,078,500
1,500,000 California State HFFA Revenue Kaiser Permanente Series A 1,567,650 1,567,650
2,000,000 California State HFFA Revenue Scripps Memorial Hospital MBIA Insured 2,127,280 2,127,280
2,000,000 California State HFFA Revenue Scripps Research Institute 2,156,460 2,156,460
1,750,000 California State HFFA Revenue Small Insured Health Facilities
Series A 0 1,849,278
1,000,000 California State HFFA Revenue Special Episcopal Homes Mortgage 1,024,100 1,024,100
6,000,000 California State HFFA San Diego Hospital Association MBIA Insured 5,247,400 6,296,880
1,795,000 California State HFFA Scripps Memorial Hospital Series A MBIA Insured 1,872,526 1,872,526
1,000,000 California State Maritime Infrastructure Authority Revenue Port of
San Diego Project AMBAC Insured 0 947,500
2,500,000 California State PCFA Pacific Gas & Electric Co AMT 2,633,950 2,633,950
1,445,000 California State PCFA Pacific Gas & Electric Co AMT 1,546,641 1,546,641
1,000,000 California State PCFA Resource Recovery Revenue Waste Management
AMT Series A 0 1,081,250
1,000,000 California State PCFA San Diego Gas & Electric Co AMT 0 1,139,420
65,000 California State Public Capital Improvements FA Revenue Joint Powers
Agency Pooled Projects Series 0 66,251
2,000,000 California State Public Works Board Lease Revenue Community Colleges 2,154,540 2,154,540
1,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 956,250 956,250
3,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 3,277,290 3,277,290
2,000,000 California State Public Works Board Lease Revenue Department of
Corrections Series A AMBAC Insured 1,984,160 1,984,160
1,000,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 1,031,860 1,031,860
2,755,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 1,892,645 2,971,075
5,000,000 California State Universities & Colleges Revenue HSG System FGIC
Insured 5,070,900 5,070,900
1,500,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 1,493,010 1,493,010
6,800,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 7,145,032 7,145,032
1,000,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 986,340 986,340
1,750,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 1,721,650 1,721,650
1,590,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 0 1,555,020
1,500,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 0 1,457,790
500,000 California Statewide CDA Revenue COP Health Facilities Barton
Memorial Hospital LOC - Banque Nationale de Paris 530,115 530,115
3,310,000 California Statewide CDA Revenue COP Hospital Cedars Sinai Medical
Center 1,995,416 3,649,076
1,500,000 California Statewide CDA Revenue COP Sutter Health Obligated Group
AMBAC Insured 1,570,455 1,570,455
1,935,000 California Statewide CDA Water Revenue Series A 2,021,436 2,021,436
1,250,000 Calleguas-Las Virgines CA PFA Calleguas MUD FGIC Insured 0 1,155,063
3,100,000 Capistrano CA Unified PFA Special Tax Revenue AMBAC Insured 2,017,500 3,127,125
200,000 Capitol Area Development Authority Sacramento CA Lease Revenue
Series A MBIA Insured 215,426 215,426
3,840,000 Cathedral City CA PFA RevenueTax Allocation Redevelopment Projects
Series A MBIA Insured 0 3,753,446
1,800,000 Chino Basin CA Regional Financial Authority Revenue Municipal Water
District Sewer Systems Project AMBAC insured 1,861,290 1,861,290
400,000 Chula Vista CA COP Town Centre II Package Project RDA 416,476 416,476
735,000 Chula Vista CA COP Town Centre II Package Project RDA 760,358 760,358
570,000 Chula Vista CA COP Town Centre II Package Project RDA 0 584,005
820,000 Chula Vista CA COP Town Centre II Package Project Redevelopment
Agency 845,568 845,568
2,000,000 Coachella CA Water Revenue COP FSA Insured 2,069,120 2,069,120
2,500,000 Concord CA RDFA Tax Allocation 2,436,600 2,436,600
3,240,000 Contra Costa CA Water District Revenue FGIC Insured 3,350,905 3,350,905
2,505,000 Contra Costa CA Water Treatment Revenue FGIC Insured 2,538,692 2,538,692
2,700,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 1,678,125 3,020,625
500,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 0 559,960
270,000 Contra Costa County CA Home Mortgage Revenue AMT Escrowed to Maturity 0 339,711
2,755,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A Escrowed to Maturity 2,227,500 3,068,381
4,000,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A FGIC Insured 0 4,125,840
3,655,000 Contra Costa County CA Water District Water Revenue Series G MBIA
Insured 0 3,728,100
1,000,000 Contra Costa County CA Water Treatment Revenue Series A FGIC Insured 1,023,760 1,023,760
1,045,000 Corona CA PFA Public Improvement Revenue 1,052,576 1,052,576
1,075,000 Cotati CA Facilities Financing Authority Tax Allocation Series A 1,029,065 1,029,065
1,250,000 Cucamonga County CA Water District COP Refinancing Facilities FGIC
Insured 1,319,375 1,319,375
15,000 Culver City CA RDFA AMBAC Insured 15,904 15,904
3,000,000 Cupertino CA Series A AMBAC Insured 1,519,650 3,039,300
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,450,000 Cupertino CA Series B 6.25 % 07/01/10 $0
1,355,000 Duarte CA COP City of Hope National Medical Center 6.13 04/01/13 0
3,000,000 East Bay CA MUD Wastewater Treatment Revenue FGIC Insured 5.00 06/01/16 1,880,740
5,000,000 East Bay CA MUD Wastewater Treatment Revenue MBIA Insured 5.00 06/01/14 1,888,200
1,500,000 East Bay CA MUD Wastewater Treatment System Revenue AMBAC Insured 6.00 06/01/09 0
1,000,000 East Bay CA MUD Water System Revenue FGIC Insured 6.00 06/01/12 0
2,675,000 East Bay CA MUD Water System Revenue MBIA Insured 6.00 06/01/12 2,770,845
1,195,000 East Bay CA Regional Park District Series B 5.75 09/01/14 0
2,000,000 East Bay CA Regional Park District Series B 5.75 09/01/13 2,036,060
500,000 Eastern Municipal Water District CA Water & Sewer Revenue
Certificates FGIC Insured 6.30 07/01/20 518,190
5,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 5.75 07/01/19 0
1,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 6.00 07/01/12 0
4,000,000 Emeryville CA PFA Housing Increment Revenue Series A 6.35 05/01/10 1,044,090
1,725,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 5.80 09/01/09 1,813,337
2,000,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 6.00 09/01/18 2,066,500
2,000,000 Escondido CA PFA Lease Revenue Escondido Civic Center Project
Series B AMBAC Insured 6.13 09/01/11 0
1,080,000 Escondido CA USD Series A FGIC Insured 5.13 09/01/15 0
1,410,000 Fairfield CA PFA CGIC Insured 5.20 08/01/08 1,419,264
1,110,000 Folsom CA PFA Revenue AMBAC Insured 6.00 10/01/12 0
3,000,000 Fontana CA USD Convertible Series C FGIC Insured 6.15 ! 05/01/20 3,129,360
1,000,000 Foothill CA De Anza Community College Connie Lee Insured 5.25 09/01/21 0
1,270,000 Fremont CA USD Alameda County Series E FGIC Insured 5.90 09/01/15 0
3,940,000 Fremont CA USD Alameda County Series F MBIA Insured 5.88 08/01/16 0
3,800,000 Fresno CA Conference Center 5.00 04/01/13 1,721,880
1,000,000 Fresno CA COP Street Improvement Project 6.63 12/01/11 1,062,500
2,000,000 Fresno CA Joint Powers Financing Authority Street Light
Acquisition Project Series A 5.50 08/01/12 0
1,000,000 Fresno CA Sewer Revenue Series A MBIA Insured 5.00 09/01/15 941,700
2,000,000 Fresno CA USD Series A MBIA Insured 5.70 08/01/15 2,025,800
3,000,000 Fresno CA Water System Revenue FGIC Insured 6.00 06/01/16 0
1,250,000 Fresno County CA Solid Waste Revenue American Avenue Landfill
Project MBIA Insured 5.75 05/15/14 1,267,138
1,500,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 5.50 12/01/09 0
1,000,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 5.50 12/01/11 0
1,650,000 Haywood CA Certificates Participation Civic Center Project
MBIA Insured 5.50 08/01/17 1,628,105
575,000 Huntington Beach CA PFA Revenue Bond 6.55 08/01/01 0
2,800,000 Huntington Beach CA PFA Revenue Bond 7.00 08/01/10 2,918,188
1,000,000 Indian Wells CA RDFA Tax Allocation Whitewater Project MBIA
Insured 6.00 12/01/14 0
1,000,000 Indian Wells CA Redevelopment Agency Tax Allocation MBIA Insured 5.38 12/01/15 984,330
500,000 Industry CA Urban Development Agency 6.70 11/01/03 542,055
1,280,000 Industry CA Urban Development Agency 6.85 11/01/04 1,174,500
500,000 Industry CA Urban Development Agency Project 3 6.60 11/01/02 539,250
2,270,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 5.80 05/01/09 1,036,020
1,000,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 6.00 05/01/15 0
1,350,000 Jackson CA COP Water System Acquisition Project 6.80 09/01/23 0
270,000 Jamul-Dulzura CA USD 6.40 08/01/16 0
2,000,000 Kern CA High School District MBIA Insured 5.60 08/01/12 0
1,185,000 La Verne CA COP Capital Improvements Projects 5.70 06/01/15 0
3,000,000 Long Beach CA Finance Authority Revenue 6.00 11/01/08 0
1,000,000 Long Beach CA Finance Authority Revenue AMBAC Insured 6.00 11/01/17 1,065,740
2,000,000 Long Beach CA Water Revenue 6.00 05/01/14 0
1,000,000 Long Beach CA Water Revenue 6.13 05/01/19 0
2,900,000 Los Angeles CA Airport Revenue Series A FGIC Insured 5.50 05/15/08 3,012,607
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 5.90 08/15/07 0
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 6.00 08/15/08 1,062,140
4,695,000 Los Angeles CA DW&P Electric Plant Revenue 5.70 09/01/11 0
200,000 Los Angeles CA DW&P Electric Plant Revenue 6.38 02/01/20 0
2,000,000 Los Angeles CA DW&P Electric Plant Revenue Second Issue 5.75 08/15/11 0
2,000,000 Los Angeles CA DW&P Electrical Plant Revenue FGIC Insured 4.75 08/15/09 0
3,000,000 Los Angeles CA DW&P Waterworks Revenue 5.70 04/15/09 0
2,145,000 Los Angeles CA Harbor Department of Revenue 6.40 08/01/15 0
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,450,000 Cupertino CA Series B $1,504,651 $1,504,651
1,355,000 Duarte CA COP City of Hope National Medical Center 1,374,404 1,374,404
3,000,000 East Bay CA MUD Wastewater Treatment Revenue FGIC Insured 940,370 2,821,110
5,000,000 East Bay CA MUD Wastewater Treatment Revenue MBIA Insured 2,832,300 4,720,500
1,500,000 East Bay CA MUD Wastewater Treatment System Revenue AMBAC Insured 1,586,580 1,586,580
1,000,000 East Bay CA MUD Water System Revenue FGIC Insured 1,035,830 1,035,830
2,675,000 East Bay CA MUD Water System Revenue MBIA Insured 0 2,770,845
1,195,000 East Bay CA Regional Park District Series B 1,213,009 1,213,009
2,000,000 East Bay CA Regional Park District Series B 0 2,036,060
500,000 Eastern Municipal Water District CA Water & Sewer Revenue
Certificates FGIC Insured 0 518,190
5,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 5,007,950 5,007,950
1,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 1,070,540 1,070,540
4,000,000 Emeryville CA PFA Housing Increment Revenue Series A 3,132,270 4,176,360
1,725,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 0 1,813,337
2,000,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 0 2,066,500
2,000,000 Escondido CA PFA Lease Revenue Escondido Civic Center Project
Series B AMBAC Insured 2,143,180 2,143,180
1,080,000 Escondido CA USD Series A FGIC Insured 1,034,813 1,034,813
1,410,000 Fairfield CA PFA CGIC Insured 0 1,419,264
1,110,000 Folsom CA PFA Revenue AMBAC Insured 1,147,995 1,147,995
3,000,000 Fontana CA USD Convertible Series C FGIC Insured 0 3,129,360
1,000,000 Foothill CA De Anza Community College Connie Lee Insured 940,020 940,020
1,270,000 Fremont CA USD Alameda County Series E FGIC Insured 1,309,434 1,309,434
3,940,000 Fremont CA USD Alameda County Series F MBIA Insured 4,013,599 4,013,599
3,800,000 Fresno CA Conference Center 1,913,200 3,635,080
1,000,000 Fresno CA COP Street Improvement Project 0 1,062,500
2,000,000 Fresno CA Joint Powers Financing Authority Street Light
Acquisition Project Series A 1,929,840 1,929,840
1,000,000 Fresno CA Sewer Revenue Series A MBIA Insured 0 941,700
2,000,000 Fresno CA USD Series A MBIA Insured 0 2,025,800
3,000,000 Fresno CA Water System Revenue FGIC Insured 3,089,970 3,089,970
1,250,000 Fresno County CA Solid Waste Revenue American Avenue Landfill
Project MBIA Insured 0 1,267,138
1,500,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 1,535,580 1,535,580
1,000,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 1,010,100 1,010,100
1,650,000 Haywood CA Certificates Participation Civic Center Project
MBIA Insured 0 1,628,105
575,000 Huntington Beach CA PFA Revenue Bond 578,726 578,726
2,800,000 Huntington Beach CA PFA Revenue Bond 0 2,918,188
1,000,000 Indian Wells CA RDFA Tax Allocation Whitewater Project MBIA
Insured 1,033,110 1,033,110
1,000,000 Indian Wells CA Redevelopment Agency Tax Allocation MBIA Insured 0 984,330
500,000 Industry CA Urban Development Agency 0 542,055
1,280,000 Industry CA Urban Development Agency 217,500 1,392,000
500,000 Industry CA Urban Development Agency Project 3 0 539,250
2,270,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 1,315,745 2,351,765
1,000,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 1,034,260 1,034,260
1,350,000 Jackson CA COP Water System Acquisition Project 1,397,493 1,397,493
270,000 Jamul-Dulzura CA USD 289,359 289,359
2,000,000 Kern CA High School District MBIA Insured 2,121,380 2,121,380
1,185,000 La Verne CA COP Capital Improvements Projects 1,154,889 1,154,889
3,000,000 Long Beach CA Finance Authority Revenue 3,272,070 3,272,070
1,000,000 Long Beach CA Finance Authority Revenue AMBAC Insured 0 1,065,740
2,000,000 Long Beach CA Water Revenue 2,049,620 2,049,620
1,000,000 Long Beach CA Water Revenue 1,026,420 1,026,420
2,900,000 Los Angeles CA Airport Revenue Series A FGIC Insured 0 3,012,607
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 1,060,000 1,060,000
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 0 1,062,140
4,695,000 Los Angeles CA DW&P Electric Plant Revenue 4,777,585 4,777,585
200,000 Los Angeles CA DW&P Electric Plant Revenue 209,276 209,276
2,000,000 Los Angeles CA DW&P Electric Plant Revenue Second Issue 2,031,180 2,031,180
2,000,000 Los Angeles CA DW&P Electrical Plant Revenue FGIC Insured 1,929,420 1,929,420
3,000,000 Los Angeles CA DW&P Waterworks Revenue 3,087,120 3,087,120
2,145,000 Los Angeles CA Harbor Department of Revenue 2,371,576 2,371,576
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,775,000 Los Angeles CA Harbor Revenue Series B AMT 6.50 % 08/01/13 $2,938,919
340,000 Los Angeles CA Municipal Improvement Corp Lease Revenue Central
Library Project Series A 6.30 06/01/16 0
110,000 Los Angeles CA SFMR Series A AMT Multiple Credit Enhancements 7.55 12/01/23 114,365
1,950,000 Los Angeles CA Unified School District Certificates Participation
Multiple Properties Project Series A FSA Insured 5.50 10/01/16 1,924,572
2,800,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 5.40 10/01/09 0
2,200,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 5.50 10/01/10 0
4,000,000 Los Angeles CA Wastewater System Revenue AMBAC Insured 6.25 06/01/12 0
1,300,000 Los Angeles CA Wastewater System Revenue Series A MBIA Insured 5.70 06/01/13 0
1,000,000 Los Angeles CA Wastewater System Revenue Series C MBIA Insured 5.50 06/01/13 0
4,500,000 Los Angeles CA Wastewater System Revenue Series D FGIC Insured 5.20 11/01/21 0
1,000,000 Los Angeles County CA Metro Transportation Authority Sales Tax
Revenue Series B AMBAC Insured 4.75 07/01/18 883,290
1,975,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A 5.50 07/01/13 0
2,500,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A AMBAC Insured 5.50 07/01/17 2,481,250
2,250,000 Los Angeles County CA Transportation Commision Sales Tax Revenue 6.25 07/01/16 0
480,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
Series B FGIC Insured 6.50 07/01/15 510,960
2,000,000 Los Angeles USD COP Dr Francisco Bravo Medical Hospital 6.60 06/01/05 0
1,370,000 Madera CA RDFA Tax Allocation Revenue CGIC Insured 5.75 09/01/11 0
2,000,000 Menlo Park CA CDA Tax Allocation Revenue MBIA Insured 5.38 06/01/16 972,650
2,485,000 Merced County CA Certificates Participation Revenue 6.00 10/01/12 0
6,000,000 Metropolitan Water District Southern CA Water Works Revenue 5.75 07/01/13 0
2,000,000 Metropolitan Water District Southern CA Water Works Revenue MBIA
Insured 5.75 07/01/15 0
2,000,000 Mid Peninsula CA Regional Open Space District Promissory Notes 7.00 09/01/14 2,207,640
1,000,000 Modesto CA Irrigation District Financing Authority Domestic Water
Project Revenue Series A AMBAC Insured 6.00 09/01/09 0
975,000 Montclair CA RDFA Lease Revenue Series A 5.80 11/01/10 0
100,000 Montclair CA RDFA Lease Revenue Series A 6.63 11/01/11 0
2,835,000 Mountain View CA Shoreline Regional Park Community Tax Allocation
MBIA Insured 5.50 08/01/13 1,840,156
1,000,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series A AMBAC Insured 6.25 08/01/12 0
1,230,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series B AMT AMBAC Insured 6.63 08/01/12 0
720,000 Natomas CA USD Series A MBIA Insured 5.75 09/01/12 0
2,200,000 Nevada County CA Solid Waste Revenue 6.50 10/01/06 1,557,445
1,000,000 North City West CA School Facility Authority Special Tax Refunded
Series B FSA Insured 5.75 09/01/15 0
1,000,000 Northern California Power Agency Multiple Capital Facilities
Revenue Series A MBIA Insured 6.50 08/01/12 0
7,000,000 Northern California Transmission Revenue Transmission Project A
MBIA Insured 5.50 05/01/14 0
1,035,000 Northridge CA Water District AMBAC Insured 5.40 02/01/11 1,042,131
4,280,000 Northridge CA Water District Revenue AMBAC Insured 5.25 02/01/14 0
1,000,000 Nuview CA USD COP 7.25 02/01/16 1,047,000
1,465,000 Oakland CA FGIC Insured 6.00 06/15/12 0
2,000,000 Oceanside CA Water Reuse Finance Project A AMBAC Insured 6.40 10/01/12 0
1,500,000 Ontario CA RDFA Revenue Project One MBIA Insured 6.00 08/01/15 1,521,990
6,000,000 Orange County CA LOC TRANS Authority Sales Tax Revenue MBIA
Insured 6.00 02/15/08 0
800,000 Orange County CA Local Transportation Authority Sales Tax Revenue
First Series Measure M 6.00 02/15/09 0
360,000 Orange County CA Sanitation District COP FGIC Insured 6.40 08/01/07 0
1,000,000 Orange County CA Water District Series A 5.50 08/15/10 1,003,880
1,000,000 Palm Springs CA Certificates Participation Refunded Multiple
Capital Facilities Project AMBAC Insured 5.75 04/01/17 0
1,240,000 Parlier CA RDFA Tax Allocation Series A 6.95 08/01/23 0
1,500,000 Pinole CA RDFA Tax Allocation 5.60 08/01/17 0
2,400,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
FGIC Insured 5.50 08/01/07 2,485,032
1,500,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
Series 90-1 7.40 08/15/20 1,692,120
3,285,000 Pittsburgh CA Redevelopment Agency Tax Allocation V/R Series A
AMBAC Insured 5.00 08/01/13 0
1,000,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 6.70 01/01/07 1,068,050
3,380,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 6.80 01/01/19 0
1,000,000 Ranch CA Water District Financing Authority Revenue 5.00 08/15/14 0
1,325,000 Redding CA Joint Powers Financing Authority Wastewater Revenue
Series A FGIC Insured 6.00 12/01/11 0
1,310,000 Rialto CA RDFA Tax Allocation Series A 5.80 09/01/08 0
1,100,000 Richmond CA Joint Powers Financing Authority Lease and Gas Tax
Revenue Series A 5.25 05/15/13 1,046,199
1,055,000 Riverside CA Sewer Revenue FGIC Insured 5.00 08/01/10 1,040,684
5,750,000 Riverside County CA Asset Leasing Corp Revenue Riverside County
Hospital Project A 6.38 06/01/09 1,846,250
3,000,000 Riverside County CA COP Series A 6.88 11/01/09 3,213,540
1,045,000 Riverside County CA PFA Special Tax Revenue Series A MBIA Insured 5.25 09/01/10 0
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,775,000 Los Angeles CA Harbor Revenue Series B AMT $ 0 $2,938,919
340,000 Los Angeles CA Municipal Improvement Corp Lease Revenue Central
Library Project Series A 351,465 351,465
110,000 Los Angeles CA SFMR Series A AMT Multiple Credit Enhancements 0 114,365
1,950,000 Los Angeles CA Unified School District Certificates Participation
Multiple Properties Project Series A FSA Insured 0 1,924,572
2,800,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 2,860,228 2,860,228
2,200,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 2,237,686 2,237,686
4,000,000 Los Angeles CA Wastewater System Revenue AMBAC Insured 4,224,120 4,224,120
1,300,000 Los Angeles CA Wastewater System Revenue Series A MBIA Insured 1,314,794 1,314,794
1,000,000 Los Angeles CA Wastewater System Revenue Series C MBIA Insured 998,690 998,690
4,500,000 Los Angeles CA Wastewater System Revenue Series D FGIC Insured 4,199,805 4,199,805
1,000,000 Los Angeles County CA Metro Transportation Authority Sales Tax
Revenue Series B AMBAC Insured 0 883,290
1,975,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A 1,925,349 1,925,349
2,500,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A AMBAC Insured 0 2,481,250
2,250,000 Los Angeles County CA Transportation Commision Sales Tax Revenue 2,250,000 2,250,000
480,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
Series B FGIC Insured 0 510,960
2,000,000 Los Angeles USD COP Dr Francisco Bravo Medical Hospital 2,162,040 2,162,040
1,370,000 Madera CA RDFA Tax Allocation Revenue CGIC Insured 1,405,853 1,405,853
2,000,000 Menlo Park CA CDA Tax Allocation Revenue MBIA Insured 972,650 1,945,300
2,485,000 Merced County CA Certificates Participation Revenue 2,614,419 2,614,419
6,000,000 Metropolitan Water District Southern CA Water Works Revenue 6,049,800 6,049,800
2,000,000 Metropolitan Water District Southern CA Water Works Revenue MBIA
Insured 2,027,860 2,027,860
2,000,000 Mid Peninsula CA Regional Open Space District Promissory Notes 0 2,207,640
1,000,000 Modesto CA Irrigation District Financing Authority Domestic Water
Project Revenue Series A AMBAC Insured 1,056,390 1,056,390
975,000 Montclair CA RDFA Lease Revenue Series A 1,002,924 1,002,924
100,000 Montclair CA RDFA Lease Revenue Series A 103,908 103,908
2,835,000 Mountain View CA Shoreline Regional Park Community Tax Allocation
MBIA Insured 1,002,810 2,842,966
1,000,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series A AMBAC Insured 1,054,160 1,054,160
1,230,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series B AMT AMBAC Insured 1,321,832 1,321,832
720,000 Natomas CA USD Series A MBIA Insured 738,842 738,842
2,200,000 Nevada County CA Solid Waste Revenue 805,575 2,363,020
1,000,000 North City West CA School Facility Authority Special Tax Refunded
Series B FSA Insured 1,011,250 1,011,250
1,000,000 Northern California Power Agency Multiple Capital Facilities
Revenue Series A MBIA Insured 1,078,450 1,078,450
7,000,000 Northern California Transmission Revenue Transmission Project A
MBIA Insured 6,990,620 6,990,620
1,035,000 Northridge CA Water District AMBAC Insured 0 1,042,131
4,280,000 Northridge CA Water District Revenue AMBAC Insured 4,159,004 4,159,004
1,000,000 Nuview CA USD COP 0 1,047,000
1,465,000 Oakland CA FGIC Insured 1,519,498 1,519,498
2,000,000 Oceanside CA Water Reuse Finance Project A AMBAC Insured 2,141,560 2,141,560
1,500,000 Ontario CA RDFA Revenue Project One MBIA Insured 0 1,521,990
6,000,000 Orange County CA LOC TRANS Authority Sales Tax Revenue MBIA
Insured 6,517,800 6,517,800
800,000 Orange County CA Local Transportation Authority Sales Tax Revenue
First Series Measure M 865,120 865,120
360,000 Orange County CA Sanitation District COP FGIC Insured 386,150 386,150
1,000,000 Orange County CA Water District Series A 0 1,003,880
1,000,000 Palm Springs CA Certificates Participation Refunded Multiple
Capital Facilities Project AMBAC Insured 1,011,430 1,011,430
1,240,000 Parlier CA RDFA Tax Allocation Series A 1,288,273 1,288,273
1,500,000 Pinole CA RDFA Tax Allocation 1,435,290 1,435,290
2,400,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
FGIC Insured 0 2,485,032
1,500,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
Series 90-1 0 1,692,120
3,285,000 Pittsburgh CA Redevelopment Agency Tax Allocation V/R Series A
AMBAC Insured 3,106,920 3,106,920
1,000,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 0 1,068,050
3,380,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 3,536,224 3,536,224
1,000,000 Ranch CA Water District Financing Authority Revenue 943,690 943,690
1,325,000 Redding CA Joint Powers Financing Authority Wastewater Revenue
Series A FGIC Insured 1,385,288 1,385,288
1,310,000 Rialto CA RDFA Tax Allocation Series A 1,330,357 1,330,357
1,100,000 Richmond CA Joint Powers Financing Authority Lease and Gas Tax
Revenue Series A 0 1,046,199
1,055,000 Riverside CA Sewer Revenue FGIC Insured 0 1,040,684
5,750,000 Riverside County CA Asset Leasing Corp Revenue Riverside County
Hospital Project A 4,220,000 6,066,250
3,000,000 Riverside County CA COP Series A 0 3,213,540
1,045,000 Riverside County CA PFA Special Tax Revenue Series A MBIA Insured 1,049,337 1,049,337
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,000,000 Riverside County CA PFA Special Tax Revenue Series A MBIA
Insured 5.25 % 09/01/13 $982,630
275,000 Riverside County CA SFMR Project A AMT GNMA Collateralized 6.85 10/01/16 303,421
1,000,000 Rocklin CA USD Community Facility District Special Tax MBIA
Insured 5.75 09/01/18 0
1,335,000 Roseville CA Joint USD Capital Appreciation Series A 9.80 ! 08/01/06 836,778
1,000,000 Sacramento CA Airport Commission International Airport Revenue
AMBAC Insured 6.00 07/01/16 0
1,500,000 Sacramento CA Area Flood Control Authority Special Assessment
FGIC Insured 5.38 10/01/15 0
5,000 Sacramento CA Financing Authority Revenue Prerefunded 6.70 11/01/11 0
2,300,000 Sacramento CA Light Rail Transportation Project 6.00 07/01/12 0
1,900,000 Sacramento CA Light Rail Transportation Project 6.75 07/01/07 2,054,375
2,500,000 Sacramento CA MUD Electric Revenue MBIA Insured 6.25 08/15/10 0
500,000 Sacramento CA MUD Electric Revenue Series C FGIC Insured 5.75 11/15/08 0
5,100,000 Sacramento CA MUD Electric Revenue Series C MBIA Insured 5.75 11/15/09 0
3,600,000 Sacramento CA MUD Electric Revenue Series E MBIA-IBC Insured 5.70 05/15/12 3,663,684
50,000 Sacramento CA MUD Electric Revenue Series Z FGIC Insured 6.45 07/01/10 0
1,000,000 Sacramento CA RDFA Tax Allocation Merged Downtown Project A
MBIA Insured 6.50 11/01/13 0
2,000,000 Sacramento County CA Airport System Revenue Series A AMT FGIC
Insured 6.00 07/01/12 0
3,000,000 Sacramento County Main Detention Facility MBIA Insured 5.75 06/01/15 3,034,050
1,000,000 San Bernardino CA Municipal Water Department COP FGIC Insured 6.25 02/01/12 1,041,600
380,000 San Bernardino County CA West Valley Detention Center MBIA
Insured 6.50 11/01/12 0
200,000 San Bernardino County CA Transportation Authority Sales Tax
Revenue FGIC Insured 6.00 03/01/10 0
1,000,000 San Buenaventura CA Capital Improvement Project COP 6.85 08/01/16 1,020,730
4,000,000 San Buenaventura CA COP AMBAC Insured 6.00 01/01/12 0
230,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/01 252,402
250,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/02 278,520
225,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/03 250,668
235,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/04 261,809
235,000 San Carlos CA RDFA Tax Allocation Series A 7.10 09/01/05 262,692
1,500,000 San Diego CA Community College District COP Financing Projects 5.38 12/01/14 0
8,195,000 San Diego CA PFA Sewer Revenue FGIC Insured 5.00 05/15/15 6,124,625
1,000,000 San Diego CA PFA Sewer Revenue FGIC Insured 5.00 05/15/20 0
3,000,000 San Diego CA Public Safety Commission Project GO 5.50 04/01/08 0
1,000,000 San Diego CA Public Safety Commission Project GO 6.50 07/15/07 0
4,500,000 San Diego County CA Regional Transportation Community Sales
Tax Revenue Series A Escrowed to Maturity 6.00 04/01/08 537,485
3,950,000 San Elijo Joint Powers Authority San Diego County CA Water
Pollution Control Facility FGIC Insured 5.38 03/01/13 2,676,040
1,000,000 San Francisco CA Airport Commission International Airport
Revenue AMBAC Insured 6.20 05/01/07 0
2,250,000 San Francisco CA BART Sales Tax Revenue FGIC Insured 5.50 07/01/15 2,234,475
200,000 San Francisco CA City & County Public Utilities Commission
Water Revenue Series A 6.50 11/01/09 0
700,000 San Francisco CA City & County RDFA Tax Allocation Capital
Appreciation Project MBIA Insured 7.69 ! 08/01/08 0
4,500,000 San Francisco CA City & County Sewer Revenue 6.00 10/01/11 0
500,000 San Francisco CA RDA Tax Allocation MBIA Insured 5.00 08/01/15 0
4,000,000 San Joaquin Hills CA Transportation Corridor Agency Toll Road
Revenue Capital Appreciation 5.29 ! 01/01/10 1,677,500
2,500,000 San Jose CA RDA Tax Allocation MBIA Insured 5.00 08/01/20 2,288,650
4,395,000 San Jose RDFA Merged Area Project MBIA Insured 5.25 08/01/16 1,344,320
1,200,000 San Mateo CA Joint Powers Financing Authority Redevelopment
Downtown & Shoreline Project A AMBAC Insured 5.50 08/01/07 0
1,130,000 San Mateo CA Sewer Revenue FSA Insured 5.50 08/01/14 0
1,935,000 San Mateo County CA Board of Education COP 7.10 05/01/21 2,019,869
2,250,000 Santa Clara CA Financing Authority Lease Revenue Facility
Replacement Project A AMBAC Insured 6.88 11/15/14 0
4,010,000 Santa Clara CA RDFA Tax Allocation Bayshore North Project
AMBAC Insured 5.75 07/01/14 0
4,200,000 Santa Clara County CA COP Multiple Facilities Project AMBAC
Insured 6.00 05/15/12 1,755,250
100,000 Santa Clara County CA COP Public Facilities Corp 7.75 11/01/08 108,159
1,750,000 Santa Maria CA RDFA Town Center West Side Parking Facilities
FSA Insured 5.25 06/01/11 743,183
1,000,000 Santa Monica - Malibu CA USD Facilities Reconstruction Projects 5.50 08/01/15 1,000,630
1,195,000 Santa Rosa CA High School District FGIC Insured 5.90 05/01/13 1,232,368
2,575,000 Santa Rosa CA Wastewater Revenue FGIC insured 4.90 09/01/11 2,462,473
3,450,000 Santa Rosa CA Wastewater Treatment Plant FGIC Insured 4.75 09/01/16 899,570
1,750,000 Shasta CA Joint Powers Financing Authority Lease Revenue
County Courthouse Improvement Project Series 6.70 06/01/23 0
1,530,000 Simi Valley CA USD FGIC Insured 4.75 08/01/18 1,363,062
1,500,000 Snowline CA Joint USD COP 6.40 07/01/18 1,531,950
1,000,000 Sonoma Valley CA USD FSA Insured 6.00 07/15/21 0
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
1,000,000 Riverside County CA PFA Special Tax Revenue Series A MBIA
Insured $0 $982,630
275,000 Riverside County CA SFMR Project A AMT GNMA Collateralized 0 303,421
1,000,000 Rocklin CA USD Community Facility District Special Tax MBIA
Insured 1,002,740 1,002,740
1,335,000 Roseville CA Joint USD Capital Appreciation Series A 0 836,778
1,000,000 Sacramento CA Airport Commission International Airport Revenue
AMBAC Insured 1,035,410 1,035,410
1,500,000 Sacramento CA Area Flood Control Authority Special Assessment
FGIC Insured 1,468,110 1,468,110
5,000 Sacramento CA Financing Authority Revenue Prerefunded 5,299 5,299
2,300,000 Sacramento CA Light Rail Transportation Project 2,358,696 2,358,696
1,900,000 Sacramento CA Light Rail Transportation Project 0 2,054,375
2,500,000 Sacramento CA MUD Electric Revenue MBIA Insured 2,774,275 2,774,275
500,000 Sacramento CA MUD Electric Revenue Series C FGIC Insured 523,125 523,125
5,100,000 Sacramento CA MUD Electric Revenue Series C MBIA Insured 5,301,042 5,301,042
3,600,000 Sacramento CA MUD Electric Revenue Series E MBIA-IBC Insured 0 3,663,684
50,000 Sacramento CA MUD Electric Revenue Series Z FGIC Insured 53,267 53,267
1,000,000 Sacramento CA RDFA Tax Allocation Merged Downtown Project A
MBIA Insured 1,063,930 1,063,930
2,000,000 Sacramento County CA Airport System Revenue Series A AMT FGIC
Insured 2,054,900 2,054,900
3,000,000 Sacramento County Main Detention Facility MBIA Insured 0 3,034,050
1,000,000 San Bernardino CA Municipal Water Department COP FGIC Insured 0 1,041,600
380,000 San Bernardino County CA West Valley Detention Center MBIA
Insured 410,776 410,776
200,000 San Bernardino County CA Transportation Authority Sales Tax
Revenue FGIC Insured 210,598 210,598
1,000,000 San Buenaventura CA Capital Improvement Project COP 0 1,020,730
4,000,000 San Buenaventura CA COP AMBAC Insured 4,140,000 4,140,000
230,000 San Carlos CA RDFA Tax Allocation Series A 0 252,402
250,000 San Carlos CA RDFA Tax Allocation Series A 0 278,520
225,000 San Carlos CA RDFA Tax Allocation Series A 0 250,668
235,000 San Carlos CA RDFA Tax Allocation Series A 0 261,809
235,000 San Carlos CA RDFA Tax Allocation Series A 0 262,692
1,500,000 San Diego CA Community College District COP Financing Projects 1,413,060 1,413,060
8,195,000 San Diego CA PFA Sewer Revenue FGIC Insured 1,597,114 7,721,739
1,000,000 San Diego CA PFA Sewer Revenue FGIC Insured 921,840 921,840
3,000,000 San Diego CA Public Safety Commission Project GO 3,137,310 3,137,310
1,000,000 San Diego CA Public Safety Commission Project GO 1,139,690 1,139,690
4,500,000 San Diego County CA Regional Transportation Community Sales
Tax Revenue Series A Escrowed to Maturity 4,299,880 4,837,365
3,950,000 San Elijo Joint Powers Authority San Diego County CA Water
Pollution Control Facility FGIC Insured 1,217,278 3,893,318
1,000,000 San Francisco CA Airport Commission International Airport
Revenue AMBAC Insured 1,075,160 1,075,160
2,250,000 San Francisco CA BART Sales Tax Revenue FGIC Insured 0 2,234,475
200,000 San Francisco CA City & County Public Utilities Commission
Water Revenue Series A 218,458 218,458
700,000 San Francisco CA City & County RDFA Tax Allocation Capital
Appreciation Project MBIA Insured 398,517 398,517
4,500,000 San Francisco CA City & County Sewer Revenue 4,700,655 4,700,655
500,000 San Francisco CA RDA Tax Allocation MBIA Insured 468,220 468,220
4,000,000 San Joaquin Hills CA Transportation Corridor Agency Toll Road
Revenue Capital Appreciation 1,677,500 3,355,000
2,500,000 San Jose CA RDA Tax Allocation MBIA Insured 0 2,288,650
4,395,000 San Jose RDFA Merged Area Project MBIA Insured 2,891,010 4,235,330
1,200,000 San Mateo CA Joint Powers Financing Authority Redevelopment
Downtown & Shoreline Project A AMBAC Insured 1,231,548 1,231,548
1,130,000 San Mateo CA Sewer Revenue FSA Insured 1,133,175 1,133,175
1,935,000 San Mateo County CA Board of Education COP 0 2,019,869
2,250,000 Santa Clara CA Financing Authority Lease Revenue Facility
Replacement Project A AMBAC Insured 2,506,028 2,506,028
4,010,000 Santa Clara CA RDFA Tax Allocation Bayshore North Project
AMBAC Insured 4,079,173 4,079,173
4,200,000 Santa Clara County CA COP Multiple Facilities Project AMBAC
Insured 2,581,250 4,336,500
100,000 Santa Clara County CA COP Public Facilities Corp 0 108,159
1,750,000 Santa Maria CA RDFA Town Center West Side Parking Facilities
FSA Insured 990,910 1,734,093
1,000,000 Santa Monica - Malibu CA USD Facilities Reconstruction Projects 0 1,000,630
1,195,000 Santa Rosa CA High School District FGIC Insured 0 1,232,368
2,575,000 Santa Rosa CA Wastewater Revenue FGIC insured 0 2,462,473
3,450,000 Santa Rosa CA Wastewater Treatment Plant FGIC Insured 2,203,947 3,103,517
1,750,000 Shasta CA Joint Powers Financing Authority Lease Revenue
County Courthouse Improvement Project Series 1,820,175 1,820,175
1,530,000 Simi Valley CA USD FGIC Insured 0 1,363,062
1,500,000 Snowline CA Joint USD COP 0 1,531,950
1,000,000 Sonoma Valley CA USD FSA Insured 1,034,540 1,034,540
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
5,720,000 South County CA Regional Wastewater Authority Revenue Capital
Improvement FGIC Insured 5.75 % 08/01/10 $1,032,110
1,000,000 Southern CA Public Power Project Revenue 6.75 07/01/11 0
2,000,000 Southern California State Public Power Authority 5.50 07/01/12 1,003,230
3,000,000 Southern California State Rapid Transit District Special Benefit
Assesment District A1 AMBAC Insured 6.00 09/01/08 0
790,000 Southern California State SFMR Series A AMT GNMA Collateralized 7.63 10/01/22 829,990
465,000 Southern California State SFMR Series A AMT GNMA Collateralized 7.63 10/01/23 490,124
660,000 Southern California State SFMR Series A AMT GNMA/FNMA
Collateralized 6.75 09/01/22 689,179
695,000 Southern California State SFMR Series A AMT GNMA/FNMA
Collateralized 7.35 09/01/24 724,148
2,000,000 Stanislaus County CA Capital Improvement Program Series A MBIA
Insured 5.25 05/01/14 0
1,600,000 Stanislaus County CA COP Capital Improvement Project AMBAC
Insured 5.25 05/01/18 0
2,720,000 Stanislaus County CA COP Capital Improvement Project Series A
MBIA Insured 5.00 05/01/10 2,670,931
2,000,000 Stanislaus County CA COP Series B AMBAC Insured 6.13 06/01/12 0
20,000 Stockton CA SFMR Government Agency Collateralized 7.50 02/01/23 21,818
5,690,000 Sulphur Springs CA USD Series A MBIA Insured 9.38 ! 09/01/13 2,330,795
1,465,000 Sunnyvale CA Elementary School District Series A 5.70 09/01/20 1,470,626
1,000,000 Sunnyvale CA Financing Authority Utilities Revenue Solid Waste
Materials Series B AMT MBIA Insured 6.00 10/01/08 1,053,830
1,000,000 Temecula CA Community Services Recreational Center Project 7.13 10/01/12 1,091,150
1,000,000 Temecula Valley CA USD Series D FGIC Insured 6.00 09/01/14 1,029,120
1,000,000 Three Valleys CA Municipal Water District COP FGIC Insured 5.00 11/01/14 0
2,000,000 Three Valleys CA Municipal Water District Revenue COP FGIC Insured 5.25 11/01/10 0
1,000,000 Torrance CA COP AMBAC Insured 5.50 04/01/11 0
1,900,000 Torrance CA COP AMBAC Insured 5.50 04/01/12 1,922,059
2,705,000 Torrance CA COP AMBAC Insured 5.75 04/01/16 1,731,837
1,000,000 Truckee-Donner Public Utility District Certificates
Participation Water System Improvement Project 5.50 11/15/16 0
2,000,000 Tulare County CA COP Public Facilities Corporation Series A
MBIA Insured 6.10 11/15/07 0
2,250,000 Twentynine Palms CA Water District CA COP 7.00 08/01/17 1,050,960
1,000,000 Union City CA Community RDFA Tax Allocation Revenue Community
Redevelopment Project AMBAC Insured 5.65 10/01/14 0
1,000,000 University of California Housing System Revenue Series A MBIA
Insured 5.00 11/01/13 945,250
1,645,000 University of California Revenue Housing System Series A AMBAC
Insured 5.50 11/01/11 0
9,900,000 University of California Revenue Multiple Purpose Project C
AMBAC Insured 5.25 09/01/11 2,981,190
1,000,000 University of California Revenue Multiple Purpose Projects
AMBAC Insured 4.75 09/01/15 0
2,300,000 University of California Revenue Multiple Purpose Projects
Series C AMBAC Insured 5.25 09/01/12 2,261,517
1,000,000 University of California Revenue Residential Housing Projects
AMBAC Insured 6.10 09/01/10 0
2,000,000 University of California Revenue Residential Housing Projects
AMBAC Insured 6.30 09/01/13 0
3,200,000 University of California Revenue Seismic Safety Project MBIA Insured 5.50 11/01/10 1,782,813
2,500,000 University of California State Housing System Series A MBIA Insured 5.00 11/01/14 0
990,000 Upland CA HFA Revenue Issue A 7.85 07/01/20 1,025,581
1,000,000 Vacaville CA PFA Tax Allocation Redevelopment Project MBIA Insured 6.35 09/01/22 1,037,760
3,275,000 Vallejo CA Revenue Water Improvement Project FSA Insured 5.70 05/01/16 1,107,359
2,000,000 Ventura CA COP Public Facilities 5.75 12/01/06 0
2,000,000 Ventura CA COP Public Facilities Corporation IV 5.75 12/01/07 0
4,250,000 Walnut Creek CA John Muir Medical Center MBIA Insured 5.00 02/15/16 1,617,718
1,135,000 Walnut Valley CA USD Series C FGIC Insured 5.75 08/01/15 1,149,607
6,245,000 West & Central Basin CA Financing Authority Series A AMBAC Insured 5.00 08/01/16 4,644,550
3,500,000 West & Century Basin Finance Authority CA Revenue West Basin Project
AMBAC Insured 5.00 08/01/13 1,419,375
1,170,000 West Sacramento CA Financing Authority Revenue Water System
Improvement Project FGIC Insured 5.50 08/01/15 0
1,200,000 Westminster CA RDFA AMT 6.50 08/01/10 0
1,000,000 Whittier CA Educational Facilities Revenue Whittier College
Connie Lee Insured 5.40 12/01/18 0
1,000,000 Yolo County CA HFA Mortgage Revenue AMT FHA Collateralized 7.20 08/01/33 1,071,050
1,040,000 Yolo County CA Library Special Tax Community Facilities 6.25 12/01/22 0
-------------
TOTAL CALIFORNIA MUNICIPAL BONDS $216,765,737
(Cost $601,809,363)
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
5,720,000 South County CA Regional Wastewater Authority Revenue Capital
Improvement FGIC Insured $4,871,559 $5,903,669
1,000,000 Southern CA Public Power Project Revenue 1,131,190 1,131,190
2,000,000 Southern California State Public Power Authority 1,003,230 2,006,460
3,000,000 Southern California State Rapid Transit District Special Benefit
Assesment District A1 AMBAC Insured 3,187,380 3,187,380
790,000 Southern California State SFMR Series A AMT GNMA Collateralized 0 829,990
465,000 Southern California State SFMR Series A AMT GNMA Collateralized 0 490,124
660,000 Southern California State SFMR Series A AMT GNMA/FNMA Collateralized 0 689,179
695,000 Southern California State SFMR Series A AMT GNMA/FNMA Collateralized 0 724,148
2,000,000 Stanislaus County CA Capital Improvement Program Series A MBIA Insured 1,953,640 1,953,640
1,600,000 Stanislaus County CA COP Capital Improvement Project AMBAC Insured 1,539,024 1,539,024
2,720,000 Stanislaus County CA COP Capital Improvement Project Series A MBIA
Insured 0 2,670,931
2,000,000 Stanislaus County CA COP Series B AMBAC Insured 2,097,720 2,097,720
20,000 Stockton CA SFMR Government Agency Collateralized 0 21,818
5,690,000 Sulphur Springs CA USD Series A MBIA Insured 0 2,330,795
1,465,000 Sunnyvale CA Elementary School District Series A 0 1,470,626
1,000,000 Sunnyvale CA Financing Authority Utilities Revenue Solid Waste Materials
Series B AMT MBIA Insured 0 1,053,830
1,000,000 Temecula CA Community Services Recreational Center Project 0 1,091,150
1,000,000 Temecula Valley CA USD Series D FGIC Insured 0 1,029,120
1,000,000 Three Valleys CA Municipal Water District COP FGIC Insured 948,620 948,620
2,000,000 Three Valleys CA Municipal Water District Revenue COP FGIC Insured 2,006,720 2,006,720
1,000,000 Torrance CA COP AMBAC Insured 1,017,730 1,017,730
1,900,000 Torrance CA COP AMBAC Insured 0 1,922,059
2,705,000 Torrance CA COP AMBAC Insured 1,015,740 2,747,577
1,000,000 Truckee-Donner Public Utility District Certificates Participation Water
System Improvement Project 992,780 992,780
2,000,000 Tulare County CA COP Public Facilities Corporation Series A MBIA Insured 2,147,140 2,147,140
2,250,000 Twentynine Palms CA Water District CA COP 1,313,700 2,364,660
1,000,000 Union City CA Community RDFA Tax Allocation Revenue Community
Redevelopment Project AMBAC Insured 1,008,490 1,008,490
1,000,000 University of California Housing System Revenue Series A MBIA Insured 0 945,250
1,645,000 University of California Revenue Housing System Series A AMBAC Insured 1,664,724 1,664,724
9,900,000 University of California Revenue Multiple Purpose Project C AMBAC
Insured 6,856,737 9,837,927
1,000,000 University of California Revenue Multiple Purpose Projects AMBAC Insured 892,060 892,060
2,300,000 University of California Revenue Multiple Purpose Projects Series C
AMBAC Insured 0 2,261,517
1,000,000 University of California Revenue Residential Housing Projects AMBAC
Insured 1,041,020 1,041,020
2,000,000 University of California Revenue Residential Housing Projects AMBAC
Insured 2,068,160 2,068,160
3,200,000 University of California Revenue Seismic Safety Project MBIA Insured 1,477,188 3,260,001
2,500,000 University of California State Housing System Series A MBIA Insured 2,344,871 2,344,871
990,000 Upland CA HFA Revenue Issue A 0 1,025,581
1,000,000 Vacaville CA PFA Tax Allocation Redevelopment Project MBIA Insured 0 1,037,760
3,275,000 Vallejo CA Revenue Water Improvement Project FSA Insured 2,189,551 3,296,910
2,000,000 Ventura CA COP Public Facilities 2,095,160 2,095,160
2,000,000 Ventura CA COP Public Facilities Corporation IV 2,059,200 2,059,200
4,250,000 Walnut Creek CA John Muir Medical Center MBIA Insured 2,311,025 3,928,743
1,135,000 Walnut Valley CA USD Series C FGIC Insured 0 1,149,607
6,245,000 West & Central Basin CA Financing Authority Series A AMBAC Insured 1,156,493 5,801,043
3,500,000 West & Century Basin Finance Authority CA Revenue West Basin Project
AMBAC Insured 1,892,500 3,311,875
1,170,000 West Sacramento CA Financing Authority Revenue Water System
Improvement Project FGIC Insured 1,155,281 1,155,281
1,200,000 Westminster CA RDFA AMT 1,224,132 1,224,132
1,000,000 Whittier CA Educational Facilities Revenue Whittier College
Connie Lee Insured 961,860 961,860
1,000,000 Yolo County CA HFA Mortgage Revenue AMT FHA Collateralized 0 1,071,050
1,040,000 Yolo County CA Library Special Tax Community Facilities 1,058,980 1,058,980
------------------------------------
TOTAL CALIFORNIA MUNICIPAL BONDS $408,934,456 $625,700,193
(Cost $601,809,363)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 3.27%
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 2.68%
1,000,000 California State HFFA St Joseph's Health Systems Series B V/R 3.75 % 07/01/09
1,000,000 California State PCFA Shell Oil Company Project V/R Series C 3.70 10/01/00
1,800,000 California State PCFA Southern California Edison V/R Series A 5.20 02/28/08
800,000 California State PCFA V/R Shell Oil Co Project Series B 3.70 10/01/11
1,000,000 California State PCFA V/R Shell Oil Co Project Series B 3.70 10/01/11
1,000,000 Irvine Ranch CA Water District V/R 3.75 10/01/05
1,700,000 Irvine Ranch CA Water District V/R 3.80 06/01/15
1,000,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 3.75 10/01/10
850,000 Los Angeles County CA IDA Komax System Inc V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 5.15 12/01/06
1,250,000 Los Angeles County CA IDA V/R AMT LOC - Dai-Ichi Kangyo
Bank Ltd 5.15 12/01/06
950,000 Los Angeles County CA IDA Walter & Howard V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 5.15 12/01/06
850,000 Los Angeles County CA V/R 5.00 12/01/05
1,800,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 3.75 08/01/15
1,000,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 3.75 08/01/15
1,500,000 Orange County CA Water District LOC - National Westminster
Bank Plc 3.75 08/15/15
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 3.27%
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 2.68%
1,000,000 California State HFFA St Joseph's Health Systems Series B V/R $0 $1,000,000 $1,000,000
1,000,000 California State PCFA Shell Oil Company Project V/R Series C 0 1,000,000 1,000,000
1,800,000 California State PCFA Southern California Edison V/R Series A 0 1,800,000 1,800,000
800,000 California State PCFA V/R Shell Oil Co Project Series B 0 800,000 800,000
1,000,000 California State PCFA V/R Shell Oil Co Project Series B 1,000,000 0 1,000,000
1,000,000 Irvine Ranch CA Water District V/R 1,000,000 0 1,000,000
1,700,000 Irvine Ranch CA Water District V/R 0 1,700,000 1,700,000
1,000,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 0 1,000,000 1,000,000
850,000 Los Angeles County CA IDA Komax System Inc V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 850,000 0 850,000
1,250,000 Los Angeles County CA IDA V/R AMT LOC - Dai-Ichi Kangyo
Bank Ltd 1,250,000 0 1,250,000
950,000 Los Angeles County CA IDA Walter & Howard V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 0 950,000 950,000
850,000 Los Angeles County CA V/R 850,000 0 850,000
1,800,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 0 1,800,000 1,800,000
1,000,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 1,000,000 0 1,000,000
1,500,000 Orange County CA Water District LOC - National Westminster
Bank Plc 1,500,000 0 1,500,000
-----------------------------------------
$7,450,000 $10,050,000 $17,500,000
<CAPTION>
Shares Security Name Value
<S> <C> <C> <C> <C> <C>
MONEY MARKET FUNDS - 0.59%
3,864,337 Arbor Fund CA Tax-Exempt Portfolio $2,336,807 $ 1,527,530 $ 3,864,337
1,019 Nuveen Institutional CA Tax-Exempt Fund 1,019 0 1,019
------------------------------------------
$2,337,826 $ 1,527,530 $ 3,865,356
TOTAL SHORT-TERM INSTRUMENTS
(Cost $21,365,356)
TOTAL INVESTMENTS IN SECURITIES
(Cost $623,174,719)* (Notes 1 and 3) 98.91% 647,065,549
Other Assets and Liabilities, Net 1.09% 7,155,028
------------ ---------------
TOTAL NET ASSETS 100.00% 654,220,577
============ ===============
</TABLE>
! Yield to maturity.
* Cost for federal income tax purposes is the same as for
financial statement purposes and net unrealized appreciation
consists of:
<TABLE>
<S> <C>
Gross Unrealized Appreciation 25,920,948
Gross Unrealized Depreciation (2,030,118)
------------
Net Unrealized Appreciation 23,890,830
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH CALIFORNIA TAX-FREE
MONEY MARKET FUND AND OVERLAND CALIFORNIA TAX-FREE MONEY MARKET FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
14,200,000 ABAG Finance Authority for Nonprofit Corp CA Lucile Salter
Packard Project V/R AMBAC Insured 3.90% 08/01/23 $2,400,000
1,600,000 Alameda Contra Costa California Schools Finance Authority
Revenue Series C 4.00 07/01/25 0
1,700,000 Alhambra CA IDA Sunclipse V/R LOC - Bank of America 3.40 05/01/07 1,700,000
2,505,000 Anaheim CA COP Police Facilities V/R 3.90 08/01/08 1,605,000
5,000,000 Anaheim CA Housing Revenue V/R LOC - Citibank 4.05 12/01/23 0
5,700,000 Anaheim CA Public Improvement V/R COP LOC - Industrial Bank
of Japan Ltd 3.90 08/01/19 2,800,000
4,500,000 Barstow CA MFHR Desert Vista Apartments V/R LOC -
Federal Home Loan Bank of San Francisco 4.00 12/01/20 0
3,700,000 Big Bear Lake CA Industrial Revenue Southwest Gas Corp V/R
AMT Series A LOC - Union Bank of Switzerland 3.95 12/01/28 0
6,585,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 4.05 07/01/06 2,365,000
20,700,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 4.05 07/01/21 10,000,000
2,500,000 California Health Facility Finance Authority Revenue -
Catholic West Series D MBIA Insured 4.05 07/01/18 0
8,270,000 California Health Facility Finance Authority Revenue -
Scripps Memorial Hospital Series A MBIA Insured 3.80 12/01/15 0
1,000,000 California HFFA Revenue - Sutter Health Series B 3.75 03/01/20 1,000,000
8,700,000 California HFFA V/R FSA Insured 3.75 07/01/22 8,700,000
10,500,000 California HFFA V/R Nonprofit Corp Catholic Healthcare MBIA Insured 4.05 07/01/12 0
6,400,000 California Housing Finance Authority Revenue Series B 4.20 08/01/38 0
2,000,000 California PCR Pacific Gas & Electric 3.65 07/02/97 0
8,000,000 California PCR Pacific Gas & Electric 3.70 08/14/97 0
2,000,000 California PCR Southern California Edison 3.65 11/21/97 0
5,600,000 California Pollution Control Finance Authority Revenue V/R 3.85 12/01/16 5,600,000
600,000 California Pollution Control Finance Authority Revenue V/R 3.95 02/01/16 600,000
3,600,000 California Pollution Control Revenue - Pacific Gas & Electric 3.75 07/02/97 3,600,000
2,400,000 California State CDA Revenue Series A 3.90 05/15/25 0
9,055,000 California State DWR Central Valley Project Revenue V/R 4.22 12/01/05 9,055,000
4,700,000 California State Eagle Trust Private Placement Co V/R 4.25 09/01/03 0
1,000,000 California State Educational Facilities Revenue 5.00 12/01/97 1,005,079
15,385,000 California State GO TOB Multiple LOC's 4.30 11/01/24 0
1,000,000 California State Health Facility Revenue Series B AMBAC Insured 3.75 07/01/12 300,000
2,000,000 California State HFA Home Mortgage Revenue V/R MBIA Insured 4.18 08/01/10 0
2,600,000 California State HFFA Adventist Health System V/R LOC -
Toronto Dominion Bank 3.95 08/01/21 2,600,000
9,400,000 California State HFFA Catholic Healthcare Series C V/R 4.05 07/01/20 4,700,000
8,700,000 California State HFFA Catholic West Hospital Series B V/R
MBIA Insured 4.05 07/01/05 0
5,100,000 California State HFFA Childrens Hospital V/R MBIA Insured 4.00 11/01/21 2,000,000
20,500,000 California State HFFA Kaiser Permanente V/R 3.85 05/01/26 4,900,000
800,000 California State HFFA Kaiser Permanente V/R 4.05 11/01/19 800,000
16,400,000 California State HFFA Memorial Health Services V/R 3.95 10/01/24 0
4,300,000 California State HFFA N. T. Enloe Memorial Hospital V/R LOC -
Bank of America 3.90 01/01/16 0
13,100,000 California State HFFA Revenue Catholic Healthcare West Series
C V/R MBIA Insured 4.05 07/01/11 0
300,000 California State HFFA Revenue Catholic Healthcare West V/R
MBIA Insured 4.05 07/01/09 0
8,900,000 California State HFFA Revenue Catholic Healthcare West V/R
Series B MBIA Insured 4.05 07/01/16 1,300,000
1,100,000 California State HFFA Santa Barbara Cottage V/R LOC - Credit Suisse 3.95 09/01/15 0
3,400,000 California State HFFA St Joseph Health Center Series A V/R 3.70 07/01/13 3,400,000
300,000 California State HFFA St Joseph's Health Systems Series B V/R 3.75 07/01/09 0
1,600,000 California State HFFA Sutter Hospital V/R LOC - Morgan Guaranty Trust 3.75 03/01/20 0
4,750,000 California State Housing Finance Agency Revenue 4.22 08/01/26 0
1,700,000 California State IDA Merrills Packing Inc V/R LOC - Bank of Tokyo Ltd 4.20 12/01/18 0
2,000,000 California State PCFA Chevron Project V/R 3.90 06/15/05 0
1,800,000 California State PCFA Financing Authority Solid Waste Disposal
Revenue Shell Oil Co Martinez Project V/R AMT AMBAC Insured 3.85 12/01/24 0
10,200,000 California State PCFA Pacific Gas & Electric V/R Series A 4.05 12/01/16 0
2,100,000 California State PCFA Pacific Gas & Electric V/R Series F 3.85 11/01/26 400,000
1,500,000 California State PCFA Resources Recovery Revenue V/R LOC -
Banque Nationale de Paris 4.25 09/01/18 0
6,000,000 California State PCFA Sanger Project Series 90-A V/R LOC -
Credit Suisse 3.95 09/01/20 0
1,500,000 California State PCFA Shell Oil Company Project V/R Series C 3.70 10/01/00 1,500,000
6,600,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project Series B V/R AMT LOC - Swiss Bank 3.95 12/01/16 5,000,000
8,000,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project V/R Series A LOC - Swiss Bank 3.95 12/01/16 0
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
14,200,000 ABAG Finance Authority for Nonprofit Corp CA Lucile Salter
Packard Project V/R AMBAC Insured $11,800,000 $14,200,000
1,600,000 Alameda Contra Costa California Schools Finance Authority
Revenue Series C 1,600,000 1,600,000
1,700,000 Alhambra CA IDA Sunclipse V/R LOC - Bank of America 0 1,700,000
2,505,000 Anaheim CA COP Police Facilities V/R 900,000 2,505,000
5,000,000 Anaheim CA Housing Revenue V/R LOC - Citibank 5,000,000 5,000,000
5,700,000 Anaheim CA Public Improvement V/R COP LOC - Industrial Bank
of Japan Ltd 2,900,000 5,700,000
4,500,000 Barstow CA MFHR Desert Vista Apartments V/R LOC -
Federal Home Loan Bank of San Francisco 4,500,000 4,500,000
3,700,000 Big Bear Lake CA Industrial Revenue Southwest Gas Corp V/R
AMT Series A LOC - Union Bank of Switzerland 3,700,000 3,700,000
6,585,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 4,200,000 6,585,000
20,700,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 10,700,000 20,700,000
2,500,000 California Health Facility Finance Authority Revenue -
Catholic West Series D MBIA Insured 2,500,000 2,500,000
8,270,000 California Health Facility Finance Authority Revenue -
Scripps Memorial Hospital Series A MBIA Insured 8,270,000 8,270,000
1,000,000 California HFFA Revenue - Sutter Health Series B 0 1,000,000
8,700,000 California HFFA V/R FSA Insured 0 8,700,000
10,500,000 California HFFA V/R Nonprofit Corp Catholic Healthcare MBIA Insured 10,500,000 10,500,000
6,400,000 California Housing Finance Authority Revenue Series B 6,400,000 6,400,000
2,000,000 California PCR Pacific Gas & Electric 2,000,000 2,000,000
8,000,000 California PCR Pacific Gas & Electric 8,000,000 8,000,000
2,000,000 California PCR Southern California Edison 2,000,000 2,000,000
5,600,000 California Pollution Control Finance Authority Revenue V/R 0 5,600,000
600,000 California Pollution Control Finance Authority Revenue V/R 0 600,000
3,600,000 California Pollution Control Revenue - Pacific Gas & Electric 0 3,600,000
2,400,000 California State CDA Revenue Series A 2,400,000 2,400,000
9,055,000 California State DWR Central Valley Project Revenue V/R 0 9,055,000
4,700,000 California State Eagle Trust Private Placement Co V/R 4,700,000 4,700,000
1,000,000 California State Educational Facilities Revenue 0 1,005,079
15,385,000 California State GO TOB Multiple LOC's 15,385,000 15,385,000
1,000,000 California State Health Facility Revenue Series B AMBAC Insured 700,000 1,000,000
2,000,000 California State HFA Home Mortgage Revenue V/R MBIA Insured 2,000,000 2,000,000
2,600,000 California State HFFA Adventist Health System V/R LOC -
Toronto Dominion Bank 0 2,600,000
9,400,000 California State HFFA Catholic Healthcare Series C V/R 4,700,000 9,400,000
8,700,000 California State HFFA Catholic West Hospital Series B V/R
MBIA Insured 8,700,000 8,700,000
5,100,000 California State HFFA Childrens Hospital V/R MBIA Insured 3,100,000 5,100,000
20,500,000 California State HFFA Kaiser Permanente V/R 15,600,000 20,500,000
800,000 California State HFFA Kaiser Permanente V/R 0 800,000
16,400,000 California State HFFA Memorial Health Services V/R 16,400,000 16,400,000
4,300,000 California State HFFA N. T. Enloe Memorial Hospital V/R LOC -
Bank of America 4,300,000 4,300,000
13,100,000 California State HFFA Revenue Catholic Healthcare West Series
C V/R MBIA Insured 13,100,000 13,100,000
300,000 California State HFFA Revenue Catholic Healthcare West V/R
MBIA Insured 300,000 300,000
8,900,000 California State HFFA Revenue Catholic Healthcare West V/R
Series B MBIA Insured 7,600,000 8,900,000
1,100,000 California State HFFA Santa Barbara Cottage V/R LOC - Credit Suisse 1,100,000 1,100,000
3,400,000 California State HFFA St Joseph Health Center Series A V/R 0 3,400,000
300,000 California State HFFA St Joseph's Health Systems Series B V/R 300,000 300,000
1,600,000 California State HFFA Sutter Hospital V/R LOC - Morgan Guaranty Trust 1,600,000 1,600,000
4,750,000 California State Housing Finance Agency Revenue 4,750,000 4,750,000
1,700,000 California State IDA Merrills Packing Inc V/R LOC - Bank of Tokyo Ltd 1,700,000 1,700,000
2,000,000 California State PCFA Chevron Project V/R 1,996,300 1,996,300
1,800,000 California State PCFA Financing Authority Solid Waste Disposal
Revenue Shell Oil Co Martinez Project V/R AMT AMBAC Insured 1,800,000 1,800,000
10,200,000 California State PCFA Pacific Gas & Electric V/R Series A 10,200,000 10,200,000
2,100,000 California State PCFA Pacific Gas & Electric V/R Series F 1,700,000 2,100,000
1,500,000 California State PCFA Resources Recovery Revenue V/R LOC -
Banque Nationale de Paris 1,500,000 1,500,000
6,000,000 California State PCFA Sanger Project Series 90-A V/R LOC -
Credit Suisse 6,000,000 6,000,000
1,500,000 California State PCFA Shell Oil Company Project V/R Series C 0 1,500,000
6,600,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project Series B V/R AMT LOC - Swiss Bank 1,600,000 6,600,000
8,000,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project V/R Series A LOC - Swiss Bank 8,000,000 8,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,760,000 California State PCFA Solid Waste Disposal Revenue Taormina
Industries Project AMT Multiple LOC's 4.15% 08/01/14 $3,600,000
7,500,000 California State PCFA Southern California Edison V/R Series A 5.20 02/28/08 0
700,000 California State PCFA Southern California Edison V/R Series C 5.20 02/28/08 0
6,900,000 California State PCFA Southern California Edison V/R Series D 5.20 02/28/08 4,100,000
3,500,000 California State PCFA Stanislaus Project V/R AMT LOC - Swiss Bank 3.85 12/01/17 2,400,000
6,000,000 California State PCFA Western Waste Industries Project V/R LOC - Citibank 4.00 12/01/00 6,000,000
1,300,000 California State PCR Pacific Gas & Electric 3.85 11/01/26 0
67,125,000 California State School Cash Reserve Projects Authority Series A 4.75 07/02/97 18,525,480
50,000,000 California State School Cash Reserve Projects Authority Series A 4.75 07/02/98 10,086,600
2,500,000 California Statewide CDA Apartment Development Revenue Series A-6
V/R FNMA Collateralized 4.00 05/15/25 2,500,000
12,000,000 California Statewide CDA Apartment Development Revenue V/R Series
A-2 FNMA Collateralized 3.90 05/15/25 0
20,100,000 California Statewide CDA Apartment Development Revenue V/R Series
A-4 FNMA Collateralized 4.00 05/15/05 0
500,000 California Statewide CDA Apartment Revenue Series A-7 V/R AMT
FNMA Collateralized 4.05 05/15/25 500,000
3,200,000 California Statewide CDA Barton Hospital V/R LOC -
Banque Nationale de Paris 3.95 12/01/09 0
2,100,000 California Statewide CDA COP 4.10 06/01/26 2,100,000
14,500,000 California Statewide CDA Revenue COP V/R Kaiser
Foundation Hospitals 3.85 12/01/15 0
1,000,000 California Statewide CDA Revenue DV Industries V/R AMT
Series A LOC - Bank of Tokyo Ltd 4.20 08/01/19 0
3,400,000 California Statewide CDA St Joseph Health System Group 3.75 07/01/24 0
8,600,000 California Statewide CDA St Joseph Health System V/R 3.90 07/01/08 4,800,000
1,910,000 California Statwide CDA Industrial Revenue Tri H Food Multiple LOC's 4.15 08/01/11 1,910,000
1,210,000 Central Coast Water Authority California Revenue Series A AMBAC Insured 4.00 10/01/97 1,211,028
12,100,000 Chula Vista CA IDA Revenue Daily San Diego Gas & Electric 3.75 07/01/21 11,200,000
9,700,000 Chula Vista CA IDR San Diego Gas & Electric V/R 4.10 12/01/27 0
17,600,000 Chula Vista CA Industrial Development Revenue San Diego
Gas & Electric Series B 5.40 12/01/21 3,400,000
3,240,000 Chula Vista CA MFHR V/R Series A 4.20 03/01/05 0
5,000,000 Chula Vista CA San Diego Gas & Electric 3.70 11/21/97 0
5,000,000 Chula Vista CA San Diego Gas & Electric 3.70 08/15/97 0
1,000,000 Chula Vista CA San Diego Gas & Electric 3.75 11/14/97 0
5,000,000 Chula Vista CA San Diego Gas & Electric 3.85 08/08/97 0
5,100,000 Colton CA RDFA Las Palomas Associates Project V/R LOC - Bank of America 3.75 11/01/15 0
600,000 Colton CA RDFA MFHR V/R LOC - Federal Home Loan Bank of San Francisco 3.90 05/01/10 600,000
1,100,000 Concord CA MFHR Bel Air Apartments V/R AMT LOC - Bank of America 3.85 12/01/16 1,100,000
745,000 Contra Costa County CA MFHR El Cerrito Royale V/R LOC - Bank of America 3.85 12/01/17 0
2,500,000 Contra Costa County CA MFHR Park Regency Apartment V/R LOC - Bank of America 4.20 08/01/32 0
10,000,000 Contra Costa County CA TRAN 4.50 07/03/97 3,000,095
2,000,000 Duarte CA RDFA COP Johnson Duarte Partners Project V/R Series B LOC -
Bank of America 3.95 12/01/14 2,000,000
26,100,000 Eagle Trust V/R Series 94 MBIA Insured 4.30 09/01/03 8,100,000
2,000,000 East Bay CA MUD 3.60 09/10/97 0
2,000,000 East Bay CA MUD 3.70 08/28/97 0
3,500,000 East Bay CA MUD West Landes 3.55 07/23/97 0
100,000 Eastern Municipal Water District CA Revenue Series B V/R FGIC Insured 4.00 07/01/20 0
4,400,000 Escondido CA CDA V/R AMT LOC - Bank of America 3.85 10/01/16 0
150,000 Farfield CA IDA Herman G Rowland Project V/R LOC - Bank of America 4.00 04/01/05 0
18,300,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series B V/R LOC - Morgan Guaranty Trust 4.00 01/02/35 0
18,000,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series C V/R LOC - Credit Suisse 3.90 01/02/35 1,300,000
7,500,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
V/R LOC - Banque National de Paris 3.95 01/02/35 0
11,500,000 Foothill / Eastern CA Transportation Corridor Toll Road Development
Series D V/R LOC - Industrial Bank of Japan Ltd 4.10 01/02/35 6,000,000
1,500,000 Fowler CA IDA Bee Sweet Citrus Inc V/R AMT LOC - Bank of America 4.20 12/01/05 0
5,500,000 Fremont CA MFHR V/R Creekside Village Apartments LOC - National
Westminster Bank Plc 3.90 09/01/07 3,200,000
4,000,000 Fresno CA USD 4.50 08/14/97 4,002,764
5,000,000 Fresno City CA TRAN Series A 4.75 09/29/97 5,014,308
6,800,000 Fullerton CA IDA Sunclipse Inc V/R LOC - Bank of America 3.40 07/01/15 0
8,000,000 Hayward CA MFHR V/R FGIC Insured 4.00 08/01/14 0
3,635,000 Huntington Beach CA MFHR Seabridge Villas V/R LOC - Bank of America 4.00 02/01/10 3,635,000
4,500,000 Irvine CA Development Revenue V/R 3.75 09/02/21 900,000
9,900,000 Irvine CA Development Revenue V/R 3.90 09/02/11 0
1,400,000 Irvine CA IDA Improvement Bond V/R LOC - National Westminster Bank Plc 3.75 09/02/15 100,000
1,600,000 Irvine CA IDA Irvine East Investment Co V/R LOC - Bank of America 3.75 12/01/05 1,600,000
9,000,000 Irvine CA Public Facilities & Infrastructure Authority Lease
Revenue V/R Capital Improvement Project 4.00 11/01/10 4,200,000
500,000 Irvine Ranch CA Water District LOC - National Westminster Bank Plc 3.75 08/01/16 100,000
1,500,000 Irvine Ranch CA Water District V/R 3.75 10/01/05 1,000,000
600,000 Irvine Ranch CA Water District V/R 3.75 09/01/06 600,000
500,000 Irvine Ranch CA Water District V/R 3.80 11/15/13 500,000
10,600,000 Irvine Ranch CA Water District V/R LOC - Bank of America 3.75 04/01/33 5,100,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,760,000 California State PCFA Solid Waste Disposal Revenue Taormina
Industries Project AMT Multiple LOC's $3,160,000 $6,760,000
7,500,000 California State PCFA Southern California Edison V/R Series A 7,500,000 7,500,000
700,000 California State PCFA Southern California Edison V/R Series C 700,000 700,000
6,900,000 California State PCFA Southern California Edison V/R Series D 2,800,000 6,900,000
3,500,000 California State PCFA Stanislaus Project V/R AMT LOC - Swiss Bank 1,100,000 3,500,000
6,000,000 California State PCFA Western Waste Industries Project V/R LOC - Citibank 0 6,000,000
1,300,000 California State PCR Pacific Gas & Electric 1,300,000 1,300,000
67,125,000 California State School Cash Reserve Projects Authority Series A 48,601,593 67,127,073
50,000,000 California State School Cash Reserve Projects Authority Series A 40,346,400 50,433,000
2,500,000 California Statewide CDA Apartment Development Revenue Series A-6
V/R FNMA Collateralized 0 2,500,000
12,000,000 California Statewide CDA Apartment Development Revenue V/R Series
A-2 FNMA Collateralized 12,000,000 12,000,000
20,100,000 California Statewide CDA Apartment Development Revenue V/R Series
A-4 FNMA Collateralized 20,100,000 20,100,000
500,000 California Statewide CDA Apartment Revenue Series A-7 V/R AMT
FNMA Collateralized 0 500,000
3,200,000 California Statewide CDA Barton Hospital V/R LOC -
Banque Nationale de Paris 3,200,000 3,200,000
2,100,000 California Statewide CDA COP 0 2,100,000
14,500,000 California Statewide CDA Revenue COP V/R Kaiser
Foundation Hospitals 14,500,000 14,500,000
1,000,000 California Statewide CDA Revenue DV Industries V/R AMT
Series A LOC - Bank of Tokyo Ltd 1,000,000 1,000,000
3,400,000 California Statewide CDA St Joseph Health System Group 3,400,000 3,400,000
8,600,000 California Statewide CDA St Joseph Health System V/R 3,800,000 8,600,000
1,910,000 California Statwide CDA Industrial Revenue Tri H Food Multiple LOC's 0 1,910,000
1,210,000 Central Coast Water Authority California Revenue Series A AMBAC Insured 0 1,211,028
12,100,000 Chula Vista CA IDA Revenue Daily San Diego Gas & Electric 900,000 12,100,000
9,700,000 Chula Vista CA IDR San Diego Gas & Electric V/R 9,700,000 9,700,000
17,600,000 Chula Vista CA Industrial Development Revenue San Diego
Gas & Electric Series B 14,200,000 17,600,000
3,240,000 Chula Vista CA MFHR V/R Series A 3,240,000 3,240,000
5,000,000 Chula Vista CA San Diego Gas & Electric 5,000,000 5,000,000
5,000,000 Chula Vista CA San Diego Gas & Electric 5,000,000 5,000,000
1,000,000 Chula Vista CA San Diego Gas & Electric 1,000,000 1,000,000
5,000,000 Chula Vista CA San Diego Gas & Electric 5,000,000 5,000,000
5,100,000 Colton CA RDFA Las Palomas Associates Project V/R LOC - Bank of America 5,100,000 5,100,000
600,000 Colton CA RDFA MFHR V/R LOC - Federal Home Loan Bank of San Francisco 0 600,000
1,100,000 Concord CA MFHR Bel Air Apartments V/R AMT LOC - Bank of America 0 1,100,000
745,000 Contra Costa County CA MFHR El Cerrito Royale V/R LOC - Bank of America 745,000 745,000
2,500,000 Contra Costa County CA MFHR Park Regency Apartment V/R LOC - Bank of America 2,500,000 2,500,000
10,000,000 Contra Costa County CA TRAN 7,000,221 10,000,316
2,000,000 Duarte CA RDFA COP Johnson Duarte Partners Project V/R Series B LOC -
Bank of America 0 2,000,000
26,100,000 Eagle Trust V/R Series 94 MBIA Insured 18,000,000 26,100,000
2,000,000 East Bay CA MUD 2,000,000 2,000,000
2,000,000 East Bay CA MUD 2,000,000 2,000,000
3,500,000 East Bay CA MUD West Landes 3,500,000 3,500,000
100,000 Eastern Municipal Water District CA Revenue Series B V/R FGIC Insured 100,000 100,000
4,400,000 Escondido CA CDA V/R AMT LOC - Bank of America 4,400,000 4,400,000
150,000 Farfield CA IDA Herman G Rowland Project V/R LOC - Bank of America 150,000 150,000
18,300,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series B V/R LOC - Morgan Guaranty Trust 18,300,000 18,300,000
18,000,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series C V/R LOC - Credit Suisse 16,700,000 18,000,000
7,500,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
V/R LOC - Banque National de Paris 7,500,000 7,500,000
11,500,000 Foothill / Eastern CA Transportation Corridor Toll Road Development
Series D V/R LOC - Industrial Bank of Japan Ltd 5,500,000 11,500,000
1,500,000 Fowler CA IDA Bee Sweet Citrus Inc V/R AMT LOC - Bank of America 1,500,000 1,500,000
5,500,000 Fremont CA MFHR V/R Creekside Village Apartments LOC - National
Westminster Bank Plc 2,300,000 5,500,000
4,000,000 Fresno CA USD 0 4,002,764
5,000,000 Fresno City CA TRAN Series A 0 5,014,308
6,800,000 Fullerton CA IDA Sunclipse Inc V/R LOC - Bank of America 6,800,000 6,800,000
8,000,000 Hayward CA MFHR V/R FGIC Insured 8,000,000 8,000,000
3,635,000 Huntington Beach CA MFHR Seabridge Villas V/R LOC - Bank of America 0 3,635,000
4,500,000 Irvine CA Development Revenue V/R 3,600,000 4,500,000
9,900,000 Irvine CA Development Revenue V/R 9,900,000 9,900,000
1,400,000 Irvine CA IDA Improvement Bond V/R LOC - National Westminster Bank Plc 1,300,000 1,400,000
1,600,000 Irvine CA IDA Irvine East Investment Co V/R LOC - Bank of America 0 1,600,000
9,000,000 Irvine CA Public Facilities & Infrastructure Authority Lease
Revenue V/R Capital Improvement Project 4,800,000 9,000,000
500,000 Irvine Ranch CA Water District LOC - National Westminster Bank Plc 400,000 500,000
1,500,000 Irvine Ranch CA Water District V/R 500,000 1,500,000
600,000 Irvine Ranch CA Water District V/R 0 600,000
500,000 Irvine Ranch CA Water District V/R 0 500,000
10,600,000 Irvine Ranch CA Water District V/R LOC - Bank of America 5,500,000 10,600,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
3,900,000 Irvine Ranch CA Water District V/R LOC - Commerzbank AG 3.75% 01/01/21 $0
500,000 Irvine Ranch CA Water District V/R LOC - Dai-Ichi Kangyo Bank Ltd 3.80 09/02/20 0
400,000 Irvine Ranch CA Water District V/R LOC - Morgan Guaranty Trust 3.75 08/01/16 0
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 3.75 10/01/00 0
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 3.75 10/01/10 0
2,000,000 Irwindale CA IDA Revenue Toys R Us Project 4.25 12/01/19 2,000,000
1,900,000 Kern CO COP Public Facilities Project Series D V/R 4.00 08/01/06 1,000,000
200,000 Lancaster CA HFA MFHR Westwood Park Apartments V/R LOC - Bank of America 3.75 12/01/07 0
3,900,000 Livermore MFHR V/R 4.00 07/15/18 0
29,100,000 Long Beach CA Health Facilities Memorial Health Services 3.95 10/01/16 6,500,000
2,000,000 Long Beach Harbor CA AMT 3.65 07/10/97 0
5,000,000 Long Beach Harbor CA AMT 3.75 08/14/97 0
5,900,000 Long Beach Harbor CA AMT 3.75 08/14/97 0
3,000,000 Long Beach Harbor CA AMT 3.75 07/11/97 0
3,000,000 Long Beach Harbor CA AMT 3.85 09/12/97 0
24,200,000 Los Angeles CA Community Development Multifamily Housing Revenue 4.15 04/01/09 0
300,000 Los Angeles CA Community RDFA MFHR Skyline at Southpark Phase II
V/R LOC - Industrial Bank of Japan Ltd 4.20 12/01/05 300,000
3,700,000 Los Angeles CA MFHA Malibu Meadows Project Series A V/R LOC -
Sumitomo Bank Ltd 4.10 12/01/15 0
2,515,000 Los Angeles CA MFHR Canyon Aparments Series C V/R LOC - Swiss Bank 4.10 12/01/10 0
1,800,000 Los Angeles CA MFHR Masselin Manor V/R LOC - Bank of America 4.05 07/01/15 0
1,000,000 Los Angeles CA MFHR Poinsettia Apartments Series A V/R LOC - Dai-
Ichi Kangyo Bank Ltd 4.30 07/01/19 0
500,000 Los Angeles CA MFHR Series B V/R AMT LOC - Federal Home Loan Bank
of San Francisco 4.25 12/01/26 500,000
500,000 Los Angeles CA MFHR V/R 3.65 07/01/14 0
3,300,000 Los Angeles CA MFHR V/R AMT LOC - Federal Home Loan Bank of San Francisco 4.25 08/01/26 3,300,000
40,100,000 Los Angeles CA Pension Obligation V/R Series B AMBAC Insured 3.90 06/30/07 0
6,800,000 Los Angeles CA Pension Obligation V/R Series C AMBAC Insured 3.90 06/30/07 0
15,000,000 Los Angeles CA TRAN 4.50 06/30/98 0
2,400,000 Los Angeles County CA HFA MFHR Harbor Cove Project V/R LOC - Citibank 4.00 10/01/06 1,000,000
9,800,000 Los Angeles County CA HFA MFHR Park Sierra V/R AMT LOC - Citibank 4.05 12/01/08 0
6,900,000 Los Angeles County CA HFA MFHR Sand Canyon Ranch Project V/R LOC - Citibank 4.00 11/01/06 2,800,000
10,000,000 Los Angeles County CA Metropolitan Transportation Authority 3.65 11/19/97 0
3,400,000 Los Angeles County CA Metropolitan Transportation Authority 3.70 11/14/97 0
2,400,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue V/R Series A 4.00 07/01/20 2,300,000
14,100,000 Los Angeles County CA Pension Obligation V/R Series A AMBAC Insured 3.90 06/30/07 2,700,000
72,000,000 Los Angeles County CA TRAN 4.50 06/30/96 15,093,600
26,750,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
V/R FGIC Insured 3.90 07/01/12 1,100,000
5,000,000 Los Angeles County CA Waste Water Systems 3.55 07/23/97 0
1,000,000 Metropolitan Water District of Southern CA Waterworks Revenue CP 4.00 07/01/97 0
12,800,000 Metropolitan Water District of Southern California 3.70 08/15/97 12,800,000
5,400,000 Modesto CA MFHR Westdale Commons Apartments V/R LOC - Federal Home
Loan Bank of San Francisco 4.10 12/01/15 0
2,900,000 Montebello CA V/R LOC - Bank of America 3.40 04/01/15 2,900,000
3,100,000 Monterey CA Peninsula Water Management District Wastewater Reclamation
Project V/R LOC - Sumitomo Bank Ltd 4.20 07/01/22 0
6,000,000 Monterey CA Regional Waste Management Authority Revenue Series A V/R
LOC - Dai-Ichi Kangyo Bank Ltd 4.25 04/01/15 0
18,500,000 Monterey County CA Financing Authority Water Reclamation Projects V/R
AMT LOC - Dai-Ichi Bank Ltd 4.25 09/01/36 2,000,000
7,265,000 Monterey County CA Regional Waste Management Authority Revenue 7.88 ! 12/01/17 2,349,016
6,400,000 Moorpark CA MFHR Le Club Apartments V/R LOC - Citibank 4.05 11/01/15 0
30,800,000 Northern California State Public Power Revenue Geothermeal Project 3A
AMBAC Insured 3.90 07/01/05 8,500,000
8,800,000 Ontario CA MFHR Park Centre Apartments V/R LOC - Bank of New York 3.75 08/01/07 0
3,360,000 Ontario CA MFHR Vineyard Village Apartments V/R LOC - Industrial Bank
of Japan Ltd 4.10 12/01/05 2,000,000
1,000,000 Orange County CA Apartment Development Revenue Series U 3.98 11/01/09 1,000,000
7,000,000 Orange County CA HFA Bear Brand Apartments Prozect Series Z LOC - Fuji
Bank Ltd 3.90 11/01/07 0
7,249,000 Orange County CA HFA Harbor Pointe Apartment V/R Issue D LOC - Citibank 4.10 12/01/06 0
4,200,000 Orange County CA HFA Monarch Bay Apartments V/R LOC - Mitsubishi Bank Ltd 4.20 10/01/07 0
700,000 Orange County CA HFA Niguel Summit Apartment V/R LOC - Bank of America 3.85 11/01/09 0
5,400,000 Orange County CA HFA Seaside Meadow Apartments Series C LOC - Bank of America 3.90 08/01/08 0
13,300,000 Orange County CA HFA The Lakes Apartments V/R LOC - Citibank 4.05 12/01/06 0
3,700,000 Orange County CA HFA Vintage Wood Apartments V/R LOC - Mitsubishi Bank Ltd 3.85 11/01/08 2,000,000
6,800,000 Orange County CA Housing Authority - Costa Partners V/R 3.90 12/01/09 0
5,000,000 Orange County CA Improvement Bond V/R Multiple LOC's 3.90 09/02/18 0
32,300,000 Orange County CA Sanitation District Multiple Credit Enhancments 4.00 08/01/13 4,400,000
2,200,000 Orange County CA Sanitation District V/R LOC - National Westminster Bank Plc 3.75 08/01/15 2,200,000
8,600,000 Orange County CA Sanitation District V/R Multiple Credit Enhancements 3.75 08/01/16 8,600,000
2,500,000 Redlands CA Certificates Participation Water Treatment Facilities Project
FGIC Insured 4.00 09/01/15 2,500,000
10,000,000 Regents of the University of California 3.55 08/18/97 5,000,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
3,900,000 Irvine Ranch CA Water District V/R LOC - Commerzbank AG $3,900,000 $3,900,000
500,000 Irvine Ranch CA Water District V/R LOC - Dai-Ichi Kangyo Bank Ltd 500,000 500,000
400,000 Irvine Ranch CA Water District V/R LOC - Morgan Guaranty Trust 400,000 400,000
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 2,400,000 2,400,000
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 2,400,000 2,400,000
2,000,000 Irwindale CA IDA Revenue Toys R Us Project 0 2,000,000
1,900,000 Kern CO COP Public Facilities Project Series D V/R 900,000 1,900,000
200,000 Lancaster CA HFA MFHR Westwood Park Apartments V/R LOC - Bank of America 200,000 200,000
3,900,000 Livermore MFHR V/R 3,900,000 3,900,000
29,100,000 Long Beach CA Health Facilities Memorial Health Services 22,600,000 29,100,000
2,000,000 Long Beach Harbor CA AMT 2,000,000 2,000,000
5,000,000 Long Beach Harbor CA AMT 5,000,000 5,000,000
5,900,000 Long Beach Harbor CA AMT 5,900,000 5,900,000
3,000,000 Long Beach Harbor CA AMT 3,000,000 3,000,000
3,000,000 Long Beach Harbor CA AMT 3,000,000 3,000,000
24,200,000 Los Angeles CA Community Development Multifamily Housing Revenue 24,200,000 24,200,000
300,000 Los Angeles CA Community RDFA MFHR Skyline at Southpark Phase II
V/R LOC - Industrial Bank of Japan Ltd 0 300,000
3,700,000 Los Angeles CA MFHA Malibu Meadows Project Series A V/R LOC -
Sumitomo Bank Ltd 3,700,000 3,700,000
2,515,000 Los Angeles CA MFHR Canyon Aparments Series C V/R LOC - Swiss Bank 2,515,000 2,515,000
1,800,000 Los Angeles CA MFHR Masselin Manor V/R LOC - Bank of America 1,800,000 1,800,000
1,000,000 Los Angeles CA MFHR Poinsettia Apartments Series A V/R LOC - Dai-
Ichi Kangyo Bank Ltd 1,000,000 1,000,000
500,000 Los Angeles CA MFHR Series B V/R AMT LOC - Federal Home Loan Bank
of San Francisco 0 500,000
500,000 Los Angeles CA MFHR V/R 500,000 500,000
3,300,000 Los Angeles CA MFHR V/R AMT LOC - Federal Home Loan Bank of San Francisco 0 3,300,000
40,100,000 Los Angeles CA Pension Obligation V/R Series B AMBAC Insured 40,100,000 40,100,000
6,800,000 Los Angeles CA Pension Obligation V/R Series C AMBAC Insured 6,800,000 6,800,000
15,000,000 Los Angeles CA TRAN 15,089,250 15,089,250
2,400,000 Los Angeles County CA HFA MFHR Harbor Cove Project V/R LOC - Citibank 1,400,000 2,400,000
9,800,000 Los Angeles County CA HFA MFHR Park Sierra V/R AMT LOC - Citibank 9,800,000 9,800,000
6,900,000 Los Angeles County CA HFA MFHR Sand Canyon Ranch Project V/R LOC - Citibank 4,100,000 6,900,000
10,000,000 Los Angeles County CA Metropolitan Transportation Authority 10,000,000 10,000,000
3,400,000 Los Angeles County CA Metropolitan Transportation Authority 3,400,000 3,400,000
2,400,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue V/R Series A 100,000 2,400,000
14,100,000 Los Angeles County CA Pension Obligation V/R Series A AMBAC Insured 11,400,000 14,100,000
72,000,000 Los Angeles County CA TRAN 57,355,680 72,449,280
26,750,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
V/R FGIC Insured 25,650,000 26,750,000
5,000,000 Los Angeles County CA Waste Water Systems 5,000,000 5,000,000
1,000,000 Metropolitan Water District of Southern CA Waterworks Revenue CP 1,000,000 1,000,000
12,800,000 Metropolitan Water District of Southern California 0 12,800,000
5,400,000 Modesto CA MFHR Westdale Commons Apartments V/R LOC - Federal Home
Loan Bank of San Francisco 5,400,000 5,400,000
2,900,000 Montebello CA V/R LOC - Bank of America 0 2,900,000
3,100,000 Monterey CA Peninsula Water Management District Wastewater Reclamation
Project V/R LOC - Sumitomo Bank Ltd 3,100,000 3,100,000
6,000,000 Monterey CA Regional Waste Management Authority Revenue Series A V/R
LOC - Dai-Ichi Kangyo Bank Ltd 6,000,000 6,000,000
18,500,000 Monterey County CA Financing Authority Water Reclamation Projects V/R
AMT LOC - Dai-Ichi Bank Ltd 16,500,000 18,500,000
7,265,000 Monterey County CA Regional Waste Management Authority Revenue 5,185,465 7,534,481
6,400,000 Moorpark CA MFHR Le Club Apartments V/R LOC - Citibank 6,400,000 6,400,000
30,800,000 Northern California State Public Power Revenue Geothermeal Project 3A
AMBAC Insured 22,300,000 30,800,000
8,800,000 Ontario CA MFHR Park Centre Apartments V/R LOC - Bank of New York 8,800,000 8,800,000
3,360,000 Ontario CA MFHR Vineyard Village Apartments V/R LOC - Industrial Bank
of Japan Ltd 1,360,000 3,360,000
1,000,000 Orange County CA Apartment Development Revenue Series U 0 1,000,000
7,000,000 Orange County CA HFA Bear Brand Apartments Prozect Series Z LOC - Fuji
Bank Ltd 7,000,000 7,000,000
7,249,000 Orange County CA HFA Harbor Pointe Apartment V/R Issue D LOC - Citibank 7,249,000 7,249,000
4,200,000 Orange County CA HFA Monarch Bay Apartments V/R LOC - Mitsubishi Bank Ltd 4,200,000 4,200,000
700,000 Orange County CA HFA Niguel Summit Apartment V/R LOC - Bank of America 700,000 700,000
5,400,000 Orange County CA HFA Seaside Meadow Apartments Series C LOC - Bank of America 5,400,000 5,400,000
13,300,000 Orange County CA HFA The Lakes Apartments V/R LOC - Citibank 13,300,000 13,300,000
3,700,000 Orange County CA HFA Vintage Wood Apartments V/R LOC - Mitsubishi Bank Ltd 1,700,000 3,700,000
6,800,000 Orange County CA Housing Authority - Costa Partners V/R 6,800,000 6,800,000
5,000,000 Orange County CA Improvement Bond V/R Multiple LOC's 5,000,000 5,000,000
32,300,000 Orange County CA Sanitation District Multiple Credit Enhancments 27,900,000 32,300,000
2,200,000 Orange County CA Sanitation District V/R LOC - National Westminster Bank Plc 0 2,200,000
8,600,000 Orange County CA Sanitation District V/R Multiple Credit Enhancements 0 8,600,000
2,500,000 Redlands CA Certificates Participation Water Treatment Facilities Project
FGIC Insured 0 2,500,000
10,000,000 Regents of the University of California 5,000,000 10,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
10,000,000 Regents of the University of California 3.55% 08/27/97 $0
10,000,000 Regents of the University of California 3.60 08/15/97 0
6,000,000 Regents of the University of California 3.70 11/14/97 2,000,000
4,000,000 Regents of the University of California 3.70 11/10/97 0
5,000,000 Regents of the University of California 3.75 11/13/97 0
2,800,000 Riverside County CA Certificates Participation Revenue Series C 4.00 12/01/15 0
2,000,000 Riverside County CA Certificates Participation Revenue Series D 4.05 12/01/15 0
6,250,000 Riverside County CA Transportation Sales Tax Revenue 3.65 07/03/97 0
1,000,000 Sacramento CA MFHR River Oaks Apartments V/R Series E 4.25 09/15/07 0
6,000,000 Sacramento CA MUD 3.75 08/08/97 0
6,700,000 Sacramento County CA Administration Center & Courthouse Project
V/R LOC - Union Bank of Switzerland 3.90 06/01/20 0
9,620,000 Sacramento County CA EDFA Series A 4.00 11/27/97 0
200,000 Sacramento County CA MFHR Series A V/R LOC - Dai-Ichi Kangyo Bank Ltd 4.25 01/01/00 200,000
5,900,000 Sacramento County CA Series C V/R LOC - Dai-Ichi Kangyo Bank Ltd 4.25 04/15/07 0
13,700,000 Sacramento County CA Tax & Revenue Anticipation Notes 4.50 09/30/97 13,732,201
2,780,000 Salinas CA MFHR Brentwood Gardens V/R LOC - Bank of America 3.75 03/01/05 2,780,000
5,000,000 San Bernardino CA Alta Loma Apartments V/R LOC - Federal Home Loan
Bank of Atlanta 4.05 02/01/23 0
1,270,000 San Bernardino County CA IDA Transamerican Plastics V/R LOC - National
Westminster Bank Plc 4.10 12/01/06 0
7,110,000 San Bernardino County CA MFHR V/R LOC - Federal Home Loan Bank of
San Francisco 4.05 05/01/17 2,185,000
400,000 San Bernardino County CA MFHR Western Properties Project II V/R LOC -
Bank of America 4.00 05/01/05 0
700,000 San Bernardino County CA MFHR Western Properties Project III V/R LOC -
Bank of America 4.00 08/01/05 0
100,000 San Bernardino County CA MFHR Western Properties Project IV V/R LOC -
Bank of America 4.00 08/01/05 0
1,900,000 San Bernardino County CA MFHR Woodview Apartments V/R LOC - Bank of America 3.95 04/01/07 0
15,000,000 San Bernardino County CA TRAN 4.50 06/30/98 3,018,720
2,635,000 San Diego CA MFHR Flora Aparments Series A V/R AMT LOC - Swiss Bank 4.10 06/01/05 0
2,920,000 San Diego CA MFHR La Cima Apartments V/R LOC - Citibank 4.05 12/01/08 0
5,200,000 San Diego CA MFHR Lusk Mira Mesa Apartments V/R LOC - Bank of America 3.85 04/01/07 5,000,000
3,500,000 San Diego CA Multi Family Apartments V/R LOC - Bank of America 4.05 10/01/15 0
1,800,000 San Diego California Regional Building Authority Revenue Series A 7.75 11/01/19 0
2,000,000 San Diego County CA TRAN 4.38 09/30/97 2,004,041
3,944,000 San Diego County CA Water Authority 3.65 07/03/97 0
3,900,000 San Diego County CA Water Authority 3.75 09/12/97 0
5,000,000 San Diego County CA Water Authority 3.75 11/13/97 0
4,200,000 San Diego County Regional Sales Tax Revenue 3.75 09/12/97 0
13,835,000 San Francisco CA City & County Finance Authority Revenue 4.05 09/01/06 0
14,300,000 San Francisco CA City & County V/R LOC - Industrial Bank of Japan Ltd 4.22 12/01/05 4,900,000
14,700,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 4.00 12/01/17 0
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 4.05 12/01/17 0
12,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 4.00 12/01/17 0
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 4.05 12/01/17 0
13,750,000 San Francisco CA MFHR Winterland Project V/R LOC - Citibank 4.00 06/01/06 1,500,000
15,590,000 San Francisco CA RDFA MFHR Rincon Center V/R LOC - Citibank 4.00 12/01/06 4,150,000
1,320,000 San Francisco City & County TRAN 7.25 10/01/15 1,351,785
3,325,000 San Jacinto CA USD Certificates Participation Revenue 4.10 09/01/14 0
11,175,000 San Joaquin County CA TRAN 4.50 01/15/98 1,180,852
7,300,000 San Jose - Santa Clara CA Water Financing Authority Sewer Revenue
Series B V/R FGIC Insured 3.90 11/15/20 0
1,300,000 San Jose CA MFHR Kimberly Woods Apartments V/R LOC - Bank of America 3.75 11/01/08 1,300,000
1,500,000 San Jose CA Multifamily Housing Revenue V/R 4.10 03/01/32 0
2,200,000 San Leandro CA MFHR Haas Avenue Apartments V/R LOC - Bank of America 3.75 10/01/07 0
12,500,000 San Mateo County CA Utility District 4.50 07/01/98 2,516,850
5,300,000 Santa Clara CA Electric Revenue V/R Series 85A LOC - National Westminster
Bank Plc 4.00 07/01/10 200,000
1,700,000 Santa Clara CA Electric Revenue V/R Series 85B LOC - National Westminster
Bank Plc 4.00 07/01/10 400,000
5,100,000 Santa Clara CA Electric Revenue V/R Series 85C LOC - National Westminster
Bank Plc 4.00 07/01/10 0
1,000,000 Santa Clara County CA MFHR Foxchase Apartments V/R Series E FGIC Insured 4.00 11/01/07 1,000,000
3,000,000 Santa Clara County CA Taso & Revenue Anticipation Notes 4.50 08/01/97 0
4,875,000 Simi Valley CA MFHR Creekside Village Apartments V/R LOC - Bank of America 3.75 07/01/23 0
6,800,000 Simi Valley CA MFHR Lincoln Wood Ranch V/R LOC - Sumitomo Bank 4.15 06/01/10 6,800,000
13,300,000 Southeast CA Revenue Recovery Facility Series A 4.10 12/01/18 0
19,370,000 Southern California Public Power Authority Revenue Paloverde Project
AMBAC Insured 3.90 07/01/17 0
14,500,000 Southern California State Public Power Authority Palo Verde Project
Series B AMBAC Insured 3.90 07/01/09 1,000,000
28,500,000 Southern California State Public Power Authority Southern Transmission
Project V/R LOC - Swiss Bank 3.90 07/01/19 2,200,000
33,885,000 Southern California Waterworks Revenue Series A AMBAC Insured 4.00 06/01/23 15,935,000
3,000,000 State of California GOP 3.60 07/09/97 0
5,000,000 State of California GOP 3.75 07/02/97 5,000,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
10,000,000 Regents of the University of California $10,000,000 $10,000,000
10,000,000 Regents of the University of California 10,000,000 10,000,000
6,000,000 Regents of the University of California 4,000,000 6,000,000
4,000,000 Regents of the University of California 4,000,000 4,000,000
5,000,000 Regents of the University of California 5,000,000 5,000,000
2,800,000 Riverside County CA Certificates Participation Revenue Series C 2,800,000 2,800,000
2,000,000 Riverside County CA Certificates Participation Revenue Series D 2,000,000 2,000,000
6,250,000 Riverside County CA Transportation Sales Tax Revenue 6,250,000 6,250,000
1,000,000 Sacramento CA MFHR River Oaks Apartments V/R Series E 1,000,000 1,000,000
6,000,000 Sacramento CA MUD 6,000,000 6,000,000
6,700,000 Sacramento County CA Administration Center & Courthouse Project
V/R LOC - Union Bank of Switzerland 6,700,000 6,700,000
9,620,000 Sacramento County CA EDFA Series A 9,638,806 9,638,806
200,000 Sacramento County CA MFHR Series A V/R LOC - Dai-Ichi Kangyo Bank Ltd 0 200,000
5,900,000 Sacramento County CA Series C V/R LOC - Dai-Ichi Kangyo Bank Ltd 5,900,000 5,900,000
13,700,000 Sacramento County CA Tax & Revenue Anticipation Notes 0 13,732,201
2,780,000 Salinas CA MFHR Brentwood Gardens V/R LOC - Bank of America 0 2,780,000
5,000,000 San Bernardino CA Alta Loma Apartments V/R LOC - Federal Home Loan
Bank of Atlanta 5,000,000 5,000,000
1,270,000 San Bernardino County CA IDA Transamerican Plastics V/R LOC - National
Westminster Bank Plc 1,270,000 1,270,000
7,110,000 San Bernardino County CA MFHR V/R LOC - Federal Home Loan Bank of
San Francisco 4,925,000 7,110,000
400,000 San Bernardino County CA MFHR Western Properties Project II V/R LOC -
Bank of America 400,000 400,000
700,000 San Bernardino County CA MFHR Western Properties Project III V/R LOC -
Bank of America 700,000 700,000
100,000 San Bernardino County CA MFHR Western Properties Project IV V/R LOC -
Bank of America 100,000 100,000
1,900,000 San Bernardino County CA MFHR Woodview Apartments V/R LOC - Bank of America 1,900,000 1,900,000
15,000,000 San Bernardino County CA TRAN 12,074,880 15,093,600
2,635,000 San Diego CA MFHR Flora Aparments Series A V/R AMT LOC - Swiss Bank 2,635,000 2,635,000
2,920,000 San Diego CA MFHR La Cima Apartments V/R LOC - Citibank 2,920,000 2,920,000
5,200,000 San Diego CA MFHR Lusk Mira Mesa Apartments V/R LOC - Bank of America 200,000 5,200,000
3,500,000 San Diego CA Multi Family Apartments V/R LOC - Bank of America 3,500,000 3,500,000
1,800,000 San Diego California Regional Building Authority Revenue Series A 1,858,545 1,858,545
2,000,000 San Diego County CA TRAN 0 2,004,041
3,944,000 San Diego County CA Water Authority 3,944,000 3,944,000
3,900,000 San Diego County CA Water Authority 3,900,000 3,900,000
5,000,000 San Diego County CA Water Authority 5,000,000 5,000,000
4,200,000 San Diego County Regional Sales Tax Revenue 4,200,000 4,200,000
13,835,000 San Francisco CA City & County Finance Authority Revenue 13,835,000 13,835,000
14,300,000 San Francisco CA City & County V/R LOC - Industrial Bank of Japan Ltd 9,400,000 14,300,000
14,700,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 14,700,000 14,700,000
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 3,000,000 3,000,000
12,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 12,000,000 12,000,000
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 3,000,000 3,000,000
13,750,000 San Francisco CA MFHR Winterland Project V/R LOC - Citibank 12,250,000 13,750,000
15,590,000 San Francisco CA RDFA MFHR Rincon Center V/R LOC - Citibank 11,440,000 15,590,000
1,320,000 San Francisco City & County TRAN 0 1,351,785
3,325,000 San Jacinto CA USD Certificates Participation Revenue 3,325,000 3,325,000
11,175,000 San Joaquin County CA TRAN 10,044,703 11,225,555
7,300,000 San Jose - Santa Clara CA Water Financing Authority Sewer Revenue
Series B V/R FGIC Insured 7,300,000 7,300,000
1,300,000 San Jose CA MFHR Kimberly Woods Apartments V/R LOC - Bank of America 0 1,300,000
1,500,000 San Jose CA Multifamily Housing Revenue V/R 1,500,000 1,500,000
2,200,000 San Leandro CA MFHR Haas Avenue Apartments V/R LOC - Bank of America 2,200,000 2,200,000
12,500,000 San Mateo County CA Utility District 10,067,400 12,584,250
5,300,000 Santa Clara CA Electric Revenue V/R Series 85A LOC - National Westminster
Bank Plc 5,100,000 5,300,000
1,700,000 Santa Clara CA Electric Revenue V/R Series 85B LOC - National Westminster
Bank Plc 1,300,000 1,700,000
5,100,000 Santa Clara CA Electric Revenue V/R Series 85C LOC - National Westminster
Bank Plc 5,100,000 5,100,000
1,000,000 Santa Clara County CA MFHR Foxchase Apartments V/R Series E FGIC Insured 0 1,000,000
3,000,000 Santa Clara County CA Taso & Revenue Anticipation Notes 3,001,390 3,001,390
4,875,000 Simi Valley CA MFHR Creekside Village Apartments V/R LOC - Bank of America 4,875,000 4,875,000
6,800,000 Simi Valley CA MFHR Lincoln Wood Ranch V/R LOC - Sumitomo Bank 0 6,800,000
13,300,000 Southeast CA Revenue Recovery Facility Series A 13,300,000 13,300,000
19,370,000 Southern California Public Power Authority Revenue Paloverde Project
AMBAC Insured 19,370,000 19,370,000
14,500,000 Southern California State Public Power Authority Palo Verde Project
Series B AMBAC Insured 13,500,000 14,500,000
28,500,000 Southern California State Public Power Authority Southern Transmission
Project V/R LOC - Swiss Bank 26,300,000 28,500,000
33,885,000 Southern California Waterworks Revenue Series A AMBAC Insured 17,950,000 33,885,000
3,000,000 State of California GOP 3,000,000 3,000,000
5,000,000 State of California GOP 0 5,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,300,000 Tracy CA MFHR Sycamore Village Apartments V/R LOC - Bank of America 4.00% 05/01/15 $2,100,000
1,000,000 Turlock CA COP Irrigation Project V/R Series A 3.90 01/01/26 0
4,805,000 Turlock CA Irrigation District Revenue V/R Series A LOC -
Canadian Imperial Bank of Commerce 3.90 01/01/14 4,805,000
3,600,000 Tustin CA Improvement Bond V/R 3.75 09/02/13 2,600,000
6,390,000 Union City CA Skylark V/R LOC - Sumitomo Bank Ltd 4.20 11/01/07 0
4,400,000 Union City CA V/R LOC - Sumitomo Bank Ltd 4.20 10/01/07 0
2,300,000 Upland CA HFA MFHR Upland Village Green Project V/R LOC -
Bank of Tokyo Ltd 4.15 09/01/10 0
6,100,000 Vacaville CA MFHR Western Properties Sycamores Project V/R LOC -
Bank of America 4.00 04/01/05 2,000,000
8,300,000 Walnut Creek CA MFHR Creekside Drive Apartments V/R LOC -
Bank of America 4.00 04/01/07 2,600,000
12,000,000 West Covina CA RDA COP V/R Barranca LOC - Citibank 4.05 09/01/05 0
------------------
$391,687,340
MONEY MARKET FUNDS - 0.67%
11,000,000 Arbor Fund CA Tax-Exempt Portfolio $11,000,000
1,000,000 Dreyfus General California Fund 1,000,000
-------------------
$12,000,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,300,000 Tracy CA MFHR Sycamore Village Apartments V/R LOC - Bank of America $4,200,000 $6,300,000
1,000,000 Turlock CA COP Irrigation Project V/R Series A 1,000,000 1,000,000
4,805,000 Turlock CA Irrigation District Revenue V/R Series A LOC -
Canadian Imperial Bank of Commerce 0 4,805,000
3,600,000 Tustin CA Improvement Bond V/R 1,000,000 3,600,000
6,390,000 Union City CA Skylark V/R LOC - Sumitomo Bank Ltd 6,390,000 6,390,000
4,400,000 Union City CA V/R LOC - Sumitomo Bank Ltd 4,400,000 4,400,000
2,300,000 Upland CA HFA MFHR Upland Village Green Project V/R LOC -
Bank of Tokyo Ltd 2,300,000 2,300,000
6,100,000 Vacaville CA MFHR Western Properties Sycamores Project V/R LOC -
Bank of America 4,100,000 6,100,000
8,300,000 Walnut Creek CA MFHR Creekside Drive Apartments V/R LOC -
Bank of America 5,700,000 8,300,000
12,000,000 West Covina CA RDA COP V/R Barranca LOC - Citibank 12,000,000 12,000,000
-------------------------------------
$1,407,913,633 $1,798,951,052
MONEY MARKET FUNDS - 0.67%
11,000,000 Arbor Fund CA Tax-Exempt Portfolio $0 $11,000,000
1,000,000 Dreyfus General California Fund 0 1,000,000
-------------------------------------
$0 $12,000,000
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $1,810,951,052)* (Note 1) 101.81% 1,810,951,052
Other Assets and Liabilities, Net -1.81% (32,240,244)
-------------- ------------------
TOTAL NET ASSETS 100.00% 1,778,710,808
============== ==================
</TABLE>
! Yield to maturity.
* Cost for federal income tax purposes is the same as for
financial statement purposes.
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO - FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH GINNIE MAE FUND
AND OVERLAND U.S. GOVERNMENT INCOME FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Government Ginnie Mae
Interest Maturity Income Fund Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY SECURITIES - 94.40%
ADJUSTABLE RATE MORTGAGES - 0.12%
17,750 GNMA #8109 (CMT) 7.00 % 03/20/16 $18,249 $0 $18,249
30,144 GNMA #8119 (CMT) 7.13 04/20/16 31,067 0 31,067
9,355 GNMA #8137 (CMT) 7.13 06/20/16 9,629 0 9,629
15,484 GNMA #8292 (CMT) 6.87 11/20/17 15,890 0 15,890
26,995 GNMA #8293 (CMT) 6.87 12/20/17 27,703 0 27,703
7,552 GNMA #8310 (CMT) 7.00 01/20/18 7,778 0 7,778
30,734 GNMA #8392 (CMT) 7.13 08/20/18 31,637 0 31,637
31,329 GNMA #8393 (CMT) 7.13 08/20/18 32,308 0 32,308
17,449 GNMA #8429 (CMT) 6.87 11/20/18 17,929 0 17,929
95,356 GNMA #8761 (CMT) 7.00 03/20/21 97,859 0 97,859
..............................................
$290,049 $0 $290,049
FEDERAL AGENCY - OTHER - 2.03%
5,000,000 Tennessee Valley Authority 6.38 % 06/15/05 $4,889,050 $0 $4,889,050
FEDERAL FARM CREDIT - 3.87%
4,000,000 Federal Farm Credit Bank 6.38 % 02/25/02 $0 $3,985,320 $3,985,320
5,350,000 Federal Farm Credit Bank 6.38 02/25/02 5,330,366 0 5,330,366
..............................................
$5,330,366 $3,985,320 $9,315,686
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 13.55%
3,410,052 FNMA #303848 7.50 % 01/01/11 $0 $3,476,445 $3,476,445
9,296,019 FNMA #70765 9.00 03/01/21 0 9,909,091 9,909,091
7,000,000 FNMA #717052 8.00 07/15/27 0 7,157,500 7,157,500
3,888,901 FNMA #250799 7.50 12/01/26 3,899,479 0 3,899,479
5,000,000 FNMA #31364 7.00 02/20/07 4,939,050 0 4,939,050
3,024,329 FNMA #70765 9.00 03/01/21 3,223,783 0 3,223,783
..............................................
$12,062,312 $20,543,036 $32,605,348
FIXED RATE MORTGAGES - 5.01%
3,767,891 FHLMC #00683 8.50 % 12/01/25 $3,922,035 $0 $3,922,035
2,867,884 FHLMC #20277 7.50 12/01/11 0 2,916,953 2,916,953
4,731,477 FHLMC #20277 7.50 12/01/11 4,812,432 0 4,812,432
35,540 FHLMC #275825 9.50 08/01/16 38,206 0 38,206
30,442 FHLMC #304114 9.00 05/01/18 32,291 0 32,291
121,699 FHLMC #304398 9.00 06/01/18 129,128 0 129,128
29,556 FHLMC #305831 10.00 08/01/18 32,316 0 32,316
7,524 FHLMC #307323 9.50 09/01/18 8,088 0 8,088
54,378 FHLMC #307637 9.50 07/01/16 58,181 0 58,181
30,700 FHLMC #307915 9.50 10/01/18 33,024 0 33,024
5,510 FHLMC #308074 9.50 10/01/18 5,927 0 5,927
16,678 FHLMC #360020 10.00 01/01/18 18,238 0 18,238
23,332 FHLMC #360045 10.00 02/01/19 25,507 0 25,507
28,427 FHLMC #532468 9.50 04/01/19 30,560 0 30,560
..............................................
$9,145,933 $2,916,953 $12,062,886
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Government Ginnie Mae
Interest Maturity Income Fund Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 69.15%
621,652 GNMA #0058 9.00 % 07/20/22 $0 $658,249 $658,249
2,500 GNMA #0070 12.00 12/01/16 0 2,659 2,659
6,793 GNMA #0116 12.00 03/01/17 0 7,227 7,227
319,979 GNMA #0864 6.50 02/20/08 0 316,712 316,712
189,109 GNMA #1168 9.00 04/20/19 0 201,010 201,010
13,959 GNMA #150499 10.50 03/15/16 15,422 0 15,422
177,493 GNMA #158583 9.00 09/20/16 0 189,271 189,271
57,677 GNMA #17087 9.00 09/15/16 61,991 0 61,991
573,408 GNMA #170928 9.00 09/20/16 0 601,717 601,717
130,228 GNMA #173055 9.00 09/15/16 139,968 0 139,968
482,962 GNMA #1740 9.00 12/20/21 0 512,751 512,751
79,057 GNMA #176892 9.00 10/15/16 84,970 0 84,970
365,976 GNMA #190848 9.00 01/15/17 393,347 0 393,347
149,853 GNMA #191961 9.00 02/15/20 160,430 0 160,430
39,739 GNMA #202624 9.00 11/15/19 42,574 0 42,574
4,918,206 GNMA #2202 7.00 04/20/26 0 4,812,661 4,812,661
23,668 GNMA #223618 10.00 01/15/19 0 26,045 26,045
317,287 GNMA #227132 9.00 07/20/17 0 332,952 332,952
40,020 GNMA #236877 9.00 04/15/18 42,945 0 42,945
4,976,733 GNMA #2376 7.00 02/20/27 0 4,869,932 4,869,932
49,176 GNMA #285963 9.00 01/15/20 52,646 0 52,646
3,286,077 GNMA #286116 7.13 01/15/29 0 3,228,571 3,228,571
13,993 GNMA #289319 9.00 11/15/20 14,980 0 14,980
1,370,440 GNMA #291124 7.50 06/15/25 0 1,367,863 1,367,863
4,568,003 GNMA #301004 6.75 09/15/28 0 4,408,123 4,408,123
136,096 GNMA #303235 9.00 05/15/21 145,596 0 145,596
159,806 GNMA #304653 9.00 09/15/21 170,960 0 170,960
7,142,674 GNMA #306052 9.00 06/15/21 2,675,623 4,965,618 7,641,241
1,016,290 GNMA #311474 8.00 05/15/22 0 1,047,205 1,047,205
4,046 GNMA #314150 9.00 10/15/21 4,328 0 4,328
4,112,615 GNMA #318518 8.43 08/01/27 0 4,278,313 4,278,313
2,035,752 GNMA #319413 7.25 12/15/18 2,010,305 0 2,010,305
15,579 GNMA #33080 9.00 08/15/22 16,622 0 16,622
23,583 GNMA #335400 9.00 12/15/22 25,163 0 25,163
1,113,158 GNMA #336930 7.50 03/15/23 0 1,122,676 1,122,676
4,026,919 GNMA #337025 8.75 01/15/28 0 4,169,029 4,169,029
1,321,767 GNMA #352961 6.50 05/15/24 0 1,273,774 1,273,774
2,030,095 GNMA #355527 8.50 07/15/22 0 2,127,113 2,127,113
2,186,447 GNMA #355528 8.50 04/15/27 0 2,260,239 2,260,239
2,639,878 GNMA #355529 8.50 03/15/27 0 2,728,974 2,728,974
6,518,476 GNMA #355893 8.00 08/15/24 0 6,690,303 6,690,303
1,915,056 GNMA #358863 7.25 01/15/24 1,891,117 0 1,891,117
2,223,246 GNMA #358864 7.00 01/15/29 0 2,172,512 2,172,512
1,590,765 GNMA #362589 6.88 01/15/29 0 1,544,521 1,544,521
1,290,313 GNMA #378818 7.00 02/15/29 0 1,260,868 1,260,868
3,962,080 GNMA #389420 6.90 01/15/31 0 3,851,855 3,851,855
7,513,736 GNMA #394012 7.00 01/15/29 0 7,342,273 7,342,273
4,010,275 GNMA #405515 8.50 10/15/25 0 4,174,336 4,174,336
4,348,713 GNMA #410050 8.50 07/15/25 0 4,526,619 4,526,619
4,549,297 GNMA #414636 7.50 10/15/25 0 4,569,723 4,569,723
1,945,368 GNMA #430800 7.00 05/15/26 0 1,911,538 1,911,538
5,990,836 GNMA #436774 8.00 04/15/27 0 6,135,693 6,135,693
2,477,117 GNMA #444645 8.50 04/15/27 2,576,920 0 2,576,920
4,946,716 GNMA #450871 8.00 05/15/27 5,066,327 0 5,066,327
254,406 GNMA #57247 9.50 05/20/16 0 274,136 274,136
36,865 GNMA #766 9.50 05/20/17 0 39,706 39,706
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Government Ginnie Mae
Interest Maturity Income Fund Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
602,966 GNMA II #1124 11.00 % 01/20/19 $679,495 $0 $679,495
292,065 GNMA II #1221 11.00 07/20/19 329,490 0 329,490
264,894 GNMA II #1236 9.50 08/20/19 0 285,066 285,066
1,103,741 GNMA II #1239 11.00 08/20/19 0 1,245,174 1,245,174
1,068,309 GNMA II #1273 9.50 10/20/19 0 1,149,661 1,149,661
402,864 GNMA II #1420 11.00 06/20/20 0 453,995 453,995
35,578 GNMA II #1436 10.00 07/20/20 0 38,816 38,816
282,476 GNMA II #1454 10.00 08/20/20 0 308,179 308,179
293,070 GNMA II #1456 11.00 08/20/20 0 330,938 330,938
365,863 GNMA II #1472 10.00 09/20/20 0 399,153 399,153
285,260 GNMA II #1526 10.00 12/20/20 0 311,216 311,216
285,791 GNMA II #1544 10.00 01/20/21 0 311,795 311,795
88,910 GNMA II #1562 10.00 02/20/21 97,000 0 97,000
139,497 GNMA II #1579 9.50 03/20/21 0 149,966 149,966
141,923 GNMA II #1580 9.00 04/20/21 0 150,677 150,677
1,680,317 GNMA II #1580 10.00 03/20/21 0 1,833,209 1,833,209
1,242,120 GNMA II #1616 10.00 05/20/21 0 1,355,141 1,355,141
154,163 GNMA II #173 10.00 07/20/14 0 168,396 168,396
82,685 GNMA II #1848 10.00 06/20/22 0 90,209 90,209
31,811 GNMA II #194221 10.00 09/20/20 34,705 0 34,705
3,730,412 GNMA II #2020 8.50 06/20/25 3,395,684 466,336 3,862,020
2,620,321 GNMA II #2022 9.00 06/20/25 2,749,687 0 2,749,687
162,102 GNMA II #2038 8.50 07/20/25 0 167,821 167,821
2,916,576 GNMA II #2068 7.50 08/20/26 2,912,930 0 2,912,930
895,805 GNMA II #2122 8.00 11/20/25 0 914,097 914,097
491,372 GNMA II #2220 8.50 05/20/26 0 508,407 508,407
2,293,295 GNMA II #2234 8.00 06/20/26 0 2,339,436 2,339,436
1,693,674 GNMA II #2235 8.50 06/20/26 0 1,752,394 1,752,394
1,098,845 GNMA II #2249 8.00 07/20/26 0 1,120,953 1,120,953
7,565,947 GNMA II #2250 8.50 07/20/26 0 7,828,258 7,828,258
2,434,064 GNMA II #2303 7.50 10/20/26 2,431,021 0 2,431,021
3,387,097 GNMA II #2324 8.00 11/20/26 3,455,246 0 3,455,246
4,963,601 GNMA II #2359 7.00 01/20/27 4,857,082 0 4,857,082
1,955,572 GNMA II #2362 8.00 09/20/26 0 1,994,918 1,994,918
4,935,482 GNMA II #2362 8.00 01/20/27 0 5,034,784 5,034,784
6,591,306 GNMA II #2379 8.00 02/20/27 0 6,723,924 6,723,924
315,931 GNMA II #266120 10.00 08/20/19 344,823 0 344,823
3,236 GNMA II #272537 10.00 08/20/19 3,532 0 3,532
18,098 GNMA II #278055 10.00 07/20/19 19,753 0 19,753
61,932 GNMA II #289000 10.00 05/20/20 67,567 0 67,567
486,931 GNMA II #340045 8.00 03/20/23 0 498,243 498,243
935,212 GNMA II #418627 8.50 11/20/25 0 968,206 968,206
37,120 GNMA II #495 10.00 02/20/16 0 40,567 40,567
3,711 GNMA II #60 10.00 12/20/13 0 4,053 4,053
106,338 GNMA II #811 8.00 02/20/23 0 108,808 108,808
161,852 GNMA II #85 10.00 02/20/22 176,579 0 176,579
130,051 GNMA II #908 10.00 01/20/18 142,005 0 142,005
...............................................
$37,288,833 $129,055,563 $166,344,396
U.S. GOVERNMENT AGENCY NOTES - 0.67%
1,700,000 FNMA Principal Strip 10.89% 03/09/22 $1,619,352 $0 $1,619,352
TOTAL U.S. GOVERNMENT AGENCY SECURITIES $33,337,062 $28,047,026 $227,126,767
(Cost $226,617,541)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
U.S. TREASURY SECURITIES - 7.56%
U.S. TREASURY BONDS - 2.44%
6,000,000 U.S. Treasury Bonds 6.63% 02/15/27 $5,870,640 $0 $5,870,640
U.S. TREASURY NOTES - 1.89%
4,500,000 U.S. Treasury Notes 6.63% 04/30/02 $4,541,490 $0 $4,541,490
U.S. TREASURY BILLS - 3.23%
8,000,000 U.S. Treasury Bills 5.22%! 02/05/98 $0 $7,746,960 $7,746,960
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
REPURCHASE AGREEMENTS - 0.92%
2,221,000 Goldman Sachs Pooled Repurchase
Agreement - 102% Collateralized by U.S.
Government Securities 5.85% 07/01/97 $636,000 $1,585,000 $2,221,000
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $247,020,204)* (Notes 1 and 3) 102.88% 247,506,857
Other Assets and Liabilities, Net -2.88% (6,917,509)
---------- --------------
TOTAL NET ASSETS 100.00% 240,589,348
========== ==============
! Yield to maturity.
* Cost for federal income tax purposes is the same as for financial statement purposes and net unrealized
appreciation consists of:
<CAPTION>
<S> <C>
Gross Unrealized Appreciation 1,716,219
Gross Unrealized Depreciation (1,229,566)
------------
Net Unrealized Appreciation 486,653
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE
BOND FUND AND OVERLAND MUNICIPAL INCOME FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Alabama - 0.27%
160,000 Alabama State SFMR Series B AMT GNMA Collateralized 7.40 % 04/01/22
Alaska - 3.20%
1,000,000 Alaska Industrial Development Authority Revenue Series A 6.13 04/01/27
490,000 Alaska State Housing Finance Corporation Second Series AMT
Government Agency Collateralized 7.10 06/01/22
200,000 Anchorage AK USD FGIC Insured 6.00 10/01/14
100,000 Anchorage Alaska GO MBIA Insured 6.75 07/01/05
100,000 Valdez Alaska Marine Term Revenue Pipelines Inc Series A 5.85 08/01/25
California - 23.66%
20,000 California State GO 6.00 02/01/01
100,000 East Bay CA MUD Special District 5.00 04/01/15
9,750,000 Riverside County CA SFMR Series B AMT Escrowed to Maturity 8.35 06/01/13
1,000,000 San Francisco CA City AMT 6.15 05/01/16
820,000 Southern California State SFMR Project B AMT GNMA/FNMA
Collateralized 6.90 10/01/24
Colorado - 0.73%
135,000 Douglas County CO USD MBIA Insured 5.95 12/15/06
270,000 El Paso County CO USD 6.15 12/15/08
District of Columbia - 0.55%
320,000 District of Columbia SFMR AMT GNMA Collateralized 7.10 12/01/24
Florida - 0.37%
215,000 Brevard County FL HFA SFMR Refunded Series B FSA Insured 7.00 03/01/13
Hawaii - 3.15%
725,000 Hawaii State Airports Systems Revenue AMT FGIC Insured 7.00 07/01/20
500,000 Hawaii State Harbor Capital Improvement Revenue AMT MBIA
Insured 7.00 07/01/17
175,000 Hawaii State Series CC GO 5.13 02/01/07
150,000 Hawaii State Series CC GO 5.13 02/01/08
250,000 Hawaii State Series CL GO 6.00 03/01/09
Idaho - 2.52%
1,500,000 Idaho State HFA SFMR Series C-2 AMT 6.35 07/01/15
Illinois - 5.46%
500,000 Chicago IL Board of Education Series A 6.13 01/01/07
200,000 Chicago IL O'Hare International Airport Revenue Series A 6.75 01/01/06
500,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT LOC - Bayerische Landesbank 7.13 05/01/18
1,900,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT MBIA Insured 6.75 01/01/18
Indiana - 4.28%
2,500,000 Indiana State HFA Series A-2 AMT GNMA/FNMA Collateralized 6.45 07/01/14
Iowa - 3.10%
1,435,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized 6.95 07/01/24
365,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized 7.45 07/01/23
<CAPTION>
Overland Stagecoach
National TF Municipal Pro-Forma
Bond Fund Income Fund Combined Funds
Principal Security Name Value Value Value
<S> <C> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Alabama - 0.27%
160,000 Alabama State SFMR Series B AMT GNMA Collateralized $164,170 $0 $164,170
Alaska - 3.20%
1,000,000 Alaska Industrial Development Authority Revenue Series A $1,021,760 $0 $1,021,760
490,000 Alaska State Housing Finance Corporation Second Series AMT
Government Agency Collateralized 513,358 0 513,358
200,000 Anchorage AK USD FGIC Insured 0 213,784 213,784
100,000 Anchorage Alaska GO MBIA Insured 0 108,294 108,294
100,000 Valdez Alaska Marine Term Revenue Pipelines Inc Series A 0 99,323 99,323
--------------------------------------------------
$1,535,118 $421,401 $1,956,519
California - 23.66%
20,000 California State GO $0 $21,048 $21,048
100,000 East Bay CA MUD Special District 0 92,960 92,960
9,750,000 Riverside County CA SFMR Series B AMT Escrowed to Maturity 12,452,213 0 12,452,213
1,000,000 San Francisco CA City AMT 1,036,550 0 1,036,550
820,000 Southern California State SFMR Project B AMT GNMA/FNMA
Collateralized 857,925 0 857,925
--------------------------------------------------
$14,346,688 $114,008 $14,460,696
Colorado - 0.73%
135,000 Douglas County CO USD MBIA Insured $0 $145,755 $145,755
270,000 El Paso County CO USD 0 298,350 298,350
--------------------------------------------------
$0 $444,105 $444,105
District of Columbia - 0.55%
320,000 District of Columbia SFMR AMT GNMA Collateralized $337,443 $0 $337,443
Florida - 0.37%
215,000 Brevard County FL HFA SFMR Refunded Series B FSA Insured $226,825 $0 $226,825
Hawaii - 3.15%
725,000 Hawaii State Airports Systems Revenue AMT FGIC Insured $789,344 $0 $789,344
500,000 Hawaii State Harbor Capital Improvement Revenue AMT MBIA
Insured 538,125 0 538,125
175,000 Hawaii State Series CC GO 0 177,622 177,622
150,000 Hawaii State Series CC GO 0 151,209 151,209
250,000 Hawaii State Series CL GO 0 269,063 269,063
--------------------------------------------------
$1,327,469 $597,894 $1,925,363
Idaho - 2.52%
1,500,000 Idaho State HFA SFMR Series C-2 AMT $1,540,845 $0 $1,540,845
Illinois - 5.46%
500,000 Chicago IL Board of Education Series A $0 $542,265 $542,265
200,000 Chicago IL O'Hare International Airport Revenue Series A 0 224,026 224,026
500,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT LOC - Bayerische Landesbank 539,190 0 539,190
1,900,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT MBIA Insured 2,030,245 0 2,030,245
--------------------------------------------------
$2,569,435 $766,291 $3,335,726
Indiana - 4.28%
2,500,000 Indiana State HFA Series A-2 AMT GNMA/FNMA Collateralized $2,613,750 $0 $2,613,750
Iowa - 3.10%
1,435,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized $1,512,533 $0 $1,512,533
365,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized 382,549 0 382,549
--------------------------------------------------
$1,895,082 $0 $1,895,082
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<C> <S> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Kansas - 0.29%
165,000 Kansas City KS Mortgage Revenue AMT GNMA Collateralized 7.50 % 12/01/23
Kentucky - 3.87%
1,100,000 Kenton County KY Cincinnati/Northern Kentucky International
Airport Revenue AMT FSA Insured 6.30 03/01/15
1,025,000 Kentucky State HFA MFHR Series D AMT FHA Collateralized 7.45 01/01/23
140,000 Kentucky State Housing Corporation Revenue FHA Insured 6.50 07/01/17
Louisiana - 1.16%
670,000 Louisiana State Public Facilities Authority Student Loan
Revenue AMT FSA Insured 6.85 01/01/09
Massachusetts - 1.75%
1,000,000 Massachusetts State HFA Residential Development FNMA
Collateralized 6.90 11/15/21
Minnesota - 0.74%
425,000 Minneapolis-St Paul MN Housing Finance Board Revenue SFMR
Phase IX AMT GNMA Collateralized 7.30 08/01/31
Nevada - 11.46%
500,000 Clark County NV Las Vegas Convention & Visitors Authority FSA
Insured 6.00 07/01/26
150,000 Clark County NV Series A - AMBAC Insured 6.00 06/01/03
1,020,000 Nevada State SFMR Series A-2 AMT FHA Collateralized 6.55 10/01/15
1,825,000 Nevada State SFMR Series C AMT FHA Collateralized 6.35 10/01/13
500,000 Reno NV Hospital Revenue 5.63 05/15/23
2,700,000 Washoe County NV Gas Facilities Sierra Pacific Power AMT MBIA
Insured 6.55 09/01/20
New Jersey - 2.15%
1,250,000 New Jersey State MFHR FHA Collateralized 7.00 05/01/30
New Mexico - 2.07%
500,000 Albuquerque NM General Purpose Revenue Series A 5.00 07/01/03
500,000 Bernalillo County NM Gross Receipt Tax Revenue Series B 5.00 04/01/14
250,000 Santa Fe County NM Gross Receipts Tax Revenue Series A 6.00 02/01/27
New York - 3.82%
250,000 Erie County NY Public Improvement 6.13 01/15/10
475,000 Metropolitan Transportation Authority of New York 6.00 07/01/05
250,000 New York NY FGIC Series E 6.00 08/01/12
250,000 New York NY Municipal Assistance Corp Series E 5.20 07/01/08
1,000,000 Port Authority New York & New Jersey 5.75 09/15/12
North Dakota - 0.17%
100,000 North Dakota State Building Authority Lease Revenue 5.35 06/01/02
Oklahoma - 2.19%
200,000 Pryor Creek OK Economic Development Authority Mortgage Revenue
Series A FNMA Collateralized 7.13 07/01/21
570,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 7.10 06/01/22
500,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 7.55 05/01/23
Pennsylvania - 0.86%
500,000 Pennsylvania State Higher EDFA Student Loan Revenue Series D
AMT AMBAC Insured 7.05 10/01/16
Puerto Rico - 0.64%
250,000 Commonwealth of Puerto Rico Electrical Power Authority Series
W MBIA Insured 6.50 07/01/06
100,000 Puerto Rico Electrical Power Authority Series A MBIA Insured 6.00 07/01/06
Texas - 4.08%
400,000 Austin TX Utility Systems Revenue 5.90 10/01/99
250,000 Decatur TX Independent School District 6.13 08/01/25
<CAPTION>
Overland Stagecoach
National TF Municipal Pro-Forma
Bond Fund Income Fund Combined Funds
Principal Security Name Value Value Value
<C> <S> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Kansas - 0.29%
165,000 Kansas City KS Mortgage Revenue AMT GNMA Collateralized $175,141 $0 $175,141
Kentucky - 3.87%
1,100,000 Kenton County KY Cincinnati/Northern Kentucky International
Airport Revenue AMT FSA Insured $1,140,513 $0 $1,140,513
1,025,000 Kentucky State HFA MFHR Series D AMT FHA Collateralized 1,077,982 0 1,077,982
140,000 Kentucky State Housing Corporation Revenue FHA Insured 0 147,000 147,000
------------------------------------------------
$2,218,495 $147,000 $2,365,495
Louisiana - 1.16%
670,000 Louisiana State Public Facilities Authority Student Loan
Revenue AMT FSA Insured $710,562 $0 $710,562
Massachusetts - 1.75%
1,000,000 Massachusetts State HFA Residential Development FNMA
Collateralized $1,071,830 $0 $1,071,830
Minnesota - 0.74%
425,000 Minneapolis-St Paul MN Housing Finance Board Revenue SFMR
Phase IX AMT GNMA Collateralized $449,790 $0 $449,790
Nevada - 11.46%
500,000 Clark County NV Las Vegas Convention & Visitors Authority FSA
Insured $0 $512,980 $512,980
150,000 Clark County NV Series A - AMBAC Insured 0 161,805 161,805
1,020,000 Nevada State SFMR Series A-2 AMT FHA Collateralized 1,072,887 0 1,072,887
1,825,000 Nevada State SFMR Series C AMT FHA Collateralized 1,899,661 0 1,899,661
500,000 Reno NV Hospital Revenue 0 492,290 492,290
2,700,000 Washoe County NV Gas Facilities Sierra Pacific Power AMT MBIA
Insured 2,858,678 0 2,858,678
------------------------------------------------
$5,831,226 $1,167,075 $6,998,301
New Jersey - 2.15%
1,250,000 New Jersey State MFHR FHA Collateralized $1,314,425 $0 $1,314,425
New Mexico - 2.07%
500,000 Albuquerque NM General Purpose Revenue Series A $0 $509,745 $509,745
500,000 Bernalillo County NM Gross Receipt Tax Revenue Series B 0 485,900 485,900
250,000 Santa Fe County NM Gross Receipts Tax Revenue Series A 0 268,218 268,218
------------------------------------------------
$0 $1,263,863 $1,263,863
New York - 3.82%
250,000 Erie County NY Public Improvement $0 $271,985 $271,985
475,000 Metropolitan Transportation Authority of New York 0 510,901 510,901
250,000 New York NY FGIC Series E 0 263,765 263,765
250,000 New York NY Municipal Assistance Corp Series E 0 253,438 253,438
1,000,000 Port Authority New York & New Jersey 1,031,370 0 1,031,370
------------------------------------------------
$1,031,370 $1,300,089 $2,331,459
North Dakota - 0.17%
100,000 North Dakota State Building Authority Lease Revenue $0 $103,178 $103,178
Oklahoma - 2.19%
200,000 Pryor Creek OK Economic Development Authority Mortgage Revenue
Series A FNMA Collateralized $208,316 $0 $208,316
570,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 601,755 0 601,755
500,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 528,265 0 528,265
------------------------------------------------
$1,338,336 $0 $1,338,336
Pennsylvania - 0.86%
500,000 Pennsylvania State Higher EDFA Student Loan Revenue Series D
AMT AMBAC Insured $525,625 $0 $525,625
Puerto Rico - 0.64%
250,000 Commonwealth of Puerto Rico Electrical Power Authority Series
W MBIA Insured $0 $281,800 $281,800
100,000 Puerto Rico Electrical Power Authority Series A MBIA Insured 0 108,375 108,375
------------------------------------------------
$0 $390,175 $390,175
Texas - 4.08%
400,000 Austin TX Utility Systems Revenue $0 $413,868 $413,868
250,000 Decatur TX Independent School District 0 261,413 261,413
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
National TF
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<C> <S> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
250,000 El Paso TX GO 7.00 % 08/15/06 0
500,000 Houston TX Independent School District 6.15 08/15/14 0
125,000 Port Authur TX MBIA Insured 8.50 02/15/03 0
115,000 San Antonio TX GO 5.13 08/01/01 0
250,000 Texas State Financial Public Finance Authority Series B 5.30 10/01/07 0
425,000 Travis County TX HFC Residential Mortgage Revenue
Series A GNMA/FNMA Collateralized 7.00 12/01/11 453,241
---------------
$453,241
Utah - 8.54%
250,000 Salt Lake City UT RDA Neighborhood Tax Revenue 6.50 10/01/01 $0
500,000 Utah State Board of Regents Student Loan Revenue
Series F AMT AMBAC Insured 7.45 11/01/08 528,485
1,100,000 Utah State Board of Regents Student Loan Revenue Series
H AMT AMBAC Insured 6.70 11/01/15 1,142,295
250,000 Utah State Building Ownership Authority Lease Series A 6.00 05/15/09 0
1,920,000 Utah State HFA SFMR Series B-2 AMT FHA Collateralized 6.50 07/01/15 2,003,693
750,000 Utah State HFA SFMR Series D-2 AMT FHA Collateralized 6.45 01/01/11 779,993
225,000 Washington County UT USD St Georges FGIC Insured 6.00 03/01/03 0
---------------
$4,454,466
Vermont - 0.92%
500,000 Burlington VT Electricity Revenue Series A MBIA Insured 6.38 07/01/10 $0
Washington - 1.42%
500,000 Clark County WA Sewer Revenue 6.00 12/01/06 $0
100,000 Everett Washington GO MBIA Insured 5.75 08/01/06 0
100,000 Island County WA USD South Whidbey 6.75 12/01/07 0
100,000 South Colombian Basin WA Improvement District Revenue 6.00 12/01/02 0
---------------
$0
Washington - 2.46%
1,440,000 Washington State SFMR Series D AMT GNMA/FNMA
Collateralized 7.10 07/01/22 $1,505,491
Wisconsin - 0.17%
100,000 Wisconsin State Tax System 5.10 11/01/01 $0
TOTAL NON-CALIFORNIA MUNICIPAL BONDS
(Cost $55,751,078)
<CAPTION>
Stagecoach
Municipal Pro-Forma
Income Fund Combined Funds
Principal Security Name Value Value
<C> <S> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
250,000 El Paso TX GO 287,898 287,898
500,000 Houston TX Independent School District 552,155 552,155
125,000 Port Authur TX MBIA Insured 148,723 148,723
115,000 San Antonio TX GO 118,106 118,106
250,000 Texas State Financial Public Finance Authority Series B 256,563 256,563
425,000 Travis County TX HFC Residential Mortgage Revenue
Series A GNMA/FNMA Collateralized 0 453,241
--------------------------------------
$2,038,726 $2,491,967
Utah - 8.54%
250,000 Salt Lake City UT RDA Neighborhood Tax Revenue $266,698 $266,698
500,000 Utah State Board of Regents Student Loan Revenue
Series F AMT AMBAC Insured 0 528,485
1,100,000 Utah State Board of Regents Student Loan Revenue Series
H AMT AMBAC Insured 0 1,142,295
250,000 Utah State Building Ownership Authority Lease Series A 259,608 259,608
1,920,000 Utah State HFA SFMR Series B-2 AMT FHA Collateralized 0 2,003,693
750,000 Utah State HFA SFMR Series D-2 AMT FHA Collateralized 0 779,993
225,000 Washington County UT USD St Georges FGIC Insured 240,707 240,707
--------------------------------------
$767,013 $5,221,479
Vermont - 0.92%
500,000 Burlington VT Electricity Revenue Series A MBIA Insured $559,910 $559,910
Washington - 1.42%
500,000 Clark County WA Sewer Revenue $538,855 $538,855
100,000 Everett Washington GO MBIA Insured 106,567 106,567
100,000 Island County WA USD South Whidbey 115,346 115,346
100,000 South Colombian Basin WA Improvement District Revenue 106,066 106,066
--------------------------------------
$866,834 $866,834
Washington - 2.46%
1,440,000 Washington State SFMR Series D AMT GNMA/FNMA
Collateralized $0 $1,505,491
Wisconsin - 0.17%
100,000 Wisconsin State Tax System $102,322 $102,322
TOTAL NON-CALIFORNIA MUNICIPAL BONDS $58,686,707
(Cost $55,751,078)
<CAPTION>
Shares Security Name Value
<C> <S> <C> <C> <C> <C>
MONEY MARKET FUNDS - 2.60%
262,000 AIM Institutional Tax-Free Fund $0 $262,000 $262,000
1,307,000 Provident National Municipal Fund 1,307,000 0 1,307,000
---------------------------------------------
$1,307,000 $262,000 $1,569,000
TOTAL INVESTMENTS IN SECURITIES
(Cost $57,320,078)* (Notes 1 and 3) 98.65% 60,255,707
Other Assets and Liabilities, Net 1.35% 827,112
------------- -----------------
TOTAL NET ASSETS 100.00% 61,082,819
============= =================
</TABLE>
* Cost for federal income tax purposes is the same as for
financial statement purposes and net unrealized appreciation
consists of:
<TABLE>
<S> <C>
Gross Unrealized Appreciation 2,939,628
Gross Unrealized Depreciation (3,999)
-------------
Net Unrealized Appreciation 2,935,629
=============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH PRIME MONEY MARKET
FUND AND OVERLAND MONEY MARKET FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Overland Prime MMKT Combined
Interest Maturity MMKT Fund Fund Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
CERTIFICATES OF DEPOSITS - 24.20%
35,000,000 Bank of California 5.58 07/21/97 0 35,000,000 35,000,000
100,000,000 Branch Banking & Trust Co 6.50% 07/01/97 $50,000,000 $50,000,000 $100,000,000
50,000,000 CC USA Inc 6.18 05/26/98 10,000,000 40,000,000 50,000,000
35,000,000 Commercial Bank of Detroit 6.18 05/27/98 34,991,600 0 34,991,600
60,000,000 Commerzbank Finance Inc 5.80 01/15/98 0 60,009,350 60,009,350
30,000,000 Deutsche Bank (Yankee) 6.11 07/11/97 0 30,000,000 30,000,000
60,000,000 Huntington National Bank 6.05 01/06/98 35,000,000 25,000,000 60,000,000
40,000,000 Northern Trust Co 5.50 11/21/97 0 40,000,000 40,000,000
30,000,000 Northern Trust Corp 5.40 08/22/97 30,000,000 0 30,000,000
50,000,000 Societe Generale (Yankee) 5.81 01/13/98 49,995,213 0 49,995,213
30,000,000 Societe Generale (Yankee) 6.09 07/30/97 0 30,000,000 30,000,000
100,000,000 U.S. National Bank of Oregon 5.56 07/11/97 50,000,000 50,000,000 100,000,000
25,000,000 Union Bank of California 5.73 11/03/97 25,000,000 0 25,000,000
-----------------------------------------------
$284,986,813 $360,009,350 $644,996,163
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
COMMERCIAL PAPER - 40.98%
20,000,000 ABN-Ambro North America Finance Inc 5.50%! 12/08/97 $19,511,111 $0 $19,511,111
35,000,000 Asset Securitization Cooperative Corp 5.56#! 07/14/97 34,929,728 0 34,929,728
10,000,000 Associates Corp of North America 5.32! 09/25/97 0 9,872,911 9,872,911
50,000,000 Bankers Trust Corp 5.34! 08/11/97 49,695,917 0 49,695,917
50,000,000 Caisee National De Credit Agricole 5.94! 06/23/98 19,988,531 29,982,797 49,971,328
25,000,000 Canadian Imperial Holding Inc 5.54! 07/10/97 24,965,363 0 24,965,363
7,000,000 CC USA Inc 5.29#! 08/26/97 0 6,942,398 6,942,398
19,000,000 CIT Group Holdings Inc 5.53 07/14/97 0 18,962,058 18,962,058
40,000,000 Corporate Receivables Corp 5.54#! 07/07/97 0 39,963,067 39,963,067
45,000,000 Corporate Receivables Corp 5.54#! 07/09/97 44,944,600 0 44,944,600
48,000,000 First Bank System Inc 5.55! 07/07/97 34,967,625 12,987,975 47,955,600
39,500,000 Fleet Funding Corp 5.58 07/21/97 0 39,377,550 39,377,550
100,000,000 Ford Motor Corp 5.55! 08/08/97 44,736,375 54,677,792 99,414,167
50,000,000 General Electric Capital Corp 5.85 01/23/98 0 48,326,250 48,326,250
25,000,000 General Electric Capital Corp 5.29! 08/08/97 24,860,403 0 24,860,403
30,000,000 General Electric Capital Corp 5.37! 07/28/97 29,879,175 0 29,879,175
35,000,000 Goldman Sachs & Co 5.57! 07/02/97 0 34,994,585 34,994,585
25,000,000 Goldman Sachs & Co 5.54! 07/08/97 24,973,069 0 24,973,069
100,000,000 Merrill Lynch & Co 5.55! 07/07/97 54,949,125 44,958,375 99,907,500
25,000,000 Merrill Lynch & Co 5.58 07/09/97 0 24,969,000 24,969,000
30,000,000 Morgan Stanley Group Inc 5.57! 07/22/97 29,902,525 0 29,902,525
50,000,000 Preferred Receivables Funding Corp 6.20! 07/01/97 50,000,000 0 50,000,000
45,618,000 Receivables Capital Corp 5.40 07/01/97 0 45,618,000 45,618,000
32,300,000 Sherrield Receivables Corp 5.56#! 07/21/97 32,200,229 0 32,200,229
37,000,000 Sweden Kingdom Corp 5.34! 07/29/97 0 36,846,327 36,846,327
25,000,000 Sweden Kingdom Corp 5.47! 12/01/97 24,418,813 0 24,418,813
25,000,000 Sweden Kingdom Corp 5.60! 12/05/97 24,389,444 0 24,389,444
50,000,000 WCP Funding Inc 5.56 07/14/97 0 49,899,610 49,899,610
25,000,000 WCP Funding Inc 5.56#! 08/19/97 24,810,804 0 24,810,804
-----------------------------------------------
$594,122,837 $498,378,695 $1,092,501,532
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
CORPORATE MEDIUM TERM NOTES - 4.69%
60,000,000 Barclays Bank Plc 5.62 % 02/20/98
30,000,000 Beta Finance Inc 5.80 01/15/98
35,000,000 Society National Bank 6.13 11/21/97
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
VARIABLE AND FLOATING RATE BONDS - 23.80%
60,000,000 Abbey National North America 5.61 % 10/10/97
43,500,000 Abbey National North America 5.58 07/17/97
20,000,000 American Express Co 5.66 05/08/98
60,000,000 Bankers Trust New York Corp 5.60 11/20/97
34,000,000 Barclays Bank Plc 5.62 02/20/98
50,000,000 CIT Group Holdings Inc 5.58 11/20/97
45,000,000 FCC National Bank 5.86 11/17/97
45,000,000 FCC National Bank 5.60 06/11/98
50,000,000 Federal Farm Credit Bank 5.54 11/06/97
25,000,000 Federal Home Loan Bank 5.28 08/08/97
30,000,000 First Bank of North Dakota 5.60 12/17/97
15,000,000 Morgan Guaranty Trust 5.96 06/22/98
44,000,000 PHH Corp 5.37 09/22/97
50,000,000 PNC Bank Corp 5.59 07/02/97
43,000,000 PNC Bank Corp 5.59 10/01/97
20,000,000 Sony Capital Corp 5.78 08/29/97
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
REPURCHASE AGREEMENTS - 6.16%
91,084,000 Goldman Sachs Pooled Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 5.85 % 07/01/97
33,151,000 HSBC Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 5.80 07/01/97
40,106,000 JP Morgan Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 5.95 07/01/97
<CAPTION>
<S> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $2,661,078,194)* (Note 1) 99.83%
Other Assets and Liabilities, Net 0.17%
----------
TOTAL NET ASSETS 100.00%
==========
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
CORPORATE MEDIUM TERM NOTES - 4.69%
60,000,000 Barclays Bank Plc $0 $59,970,990 $59,970,990
30,000,000 Beta Finance Inc 0 30,000,000 30,000,000
35,000,000 Society National Bank 0 35,065,156 35,065,156
--------------------------------------------
$0 $125,036,146 $125,036,146
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
VARIABLE AND FLOATING RATE BONDS - 23.80%
60,000,000 Abbey National North America $0 $59,959,386 $59,959,386
43,500,000 Abbey National North America 43,469,985 0 43,469,985
20,000,000 American Express Co 0 20,000,000 20,000,000
60,000,000 Bankers Trust New York Corp 0 59,983,896 59,983,896
34,000,000 Barclays Bank Plc 33,983,561 0 33,983,561
50,000,000 CIT Group Holdings Inc 0 49,961,300 49,961,300
45,000,000 FCC National Bank 0 45,000,000 45,000,000
45,000,000 FCC National Bank 44,965,242 0 44,965,242
50,000,000 Federal Farm Credit Bank 0 49,971,000 49,971,000
25,000,000 Federal Home Loan Bank 24,983,138 0 24,983,138
30,000,000 First Bank of North Dakota 0 29,978,868 29,978,868
15,000,000 Morgan Guaranty Trust 14,994,956 0 14,994,956
44,000,000 PHH Corp 44,000,000 0 44,000,000
50,000,000 PNC Bank Corp 0 49,960,000 49,960,000
43,000,000 PNC Bank Corp 42,992,868 0 42,992,868
20,000,000 Sony Capital Corp 19,999,153 0 19,999,153
--------------------------------------------
$269,388,903 $364,814,450 $634,203,353
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
REPURCHASE AGREEMENTS - 6.16%
91,084,000 Goldman Sachs Pooled Repurchase Agreement - 102%
Collateralized by U.S. Government Securities $63,172,000 $27,912,000 $91,084,000
33,151,000 HSBC Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 31,000,000 2,151,000 33,151,000
40,106,000 JP Morgan Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 32,000,000 8,106,000 40,106,000
--------------------------------------------
$126,172,000 $38,169,000 $164,341,000
<CAPTION>
<S> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $2,661,078,194)* (Note 1) 2,661,078,194
Other Assets and Liabilities, Net 4,560,196
----------------
TOTAL NET ASSETS 2,665,638,390
================
</TABLE>
! Yield to maturity.
# These securities are not registered under the Securities Act of 1933. Rule
144A under that Act permits these securities to be resold in transactions
exempt from registration to qualified buyers. These securities were deemed
liquid by the investment adviser in accordance with procedures approved by
the Trust's Board of Trustees.
<PAGE>
* Cost for federal income tax purposes is the same as for financial
statement purposes.
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH TREASURY MMKT FUND
AND OVERLAND U.S. TREASURY MMKT FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Treasury Treasury Pro - Forma
Interest Maturity MMKT Fund MMKT Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
U.S. TREASURY SECURITIES - 46.61%
U.S. TREASURY BILLS - 17.42%
275,000,000 U.S. Treasury Bills 4.62%! 07/03/97 $0 $274,926,458 $274,926,458
40,000,000 U.S. Treasury Bills 5.01! 07/24/97 39,875,289 0 39,875,289
49,000,000 U.S. Treasury Bills 5.10! 09/04/97 0 48,541,714 48,541,714
10,000,000 U.S. Treasury Bills 5.11! 08/21/97 9,927,821 0 9,927,821
20,000,000 U.S. Treasury Bills 5.15! 11/13/97 19,603,250 0 19,603,250
25,000,000 U.S. Treasury Bills 5.16! 10/16/97 24,609,896 0 24,609,896
---------------------------------------------
$94,016,256 $323,468,172 $417,484,428
U.S. TREASURY NOTES - 29.19%
20,000,000 U.S. Treasury Notes 5.13% 04/30/98 $0 $19,633,694 $19,833,694
9,620,000 U.S. Treasury Notes 5.13 04/30/98 9,541,109 0 9,541,109
29,600,000 U.S. Treasury Notes 5.50 09/30/97 0 29,604,013 29,604,013
224,600,000 U.S. Treasury Notes 5.88 07/31/97 0 224,696,263 224,696,263
15,300,000 U.S. Treasury Notes 5.88 07/31/97 15,306,209 0 15,306,209
39,200,000 U.S. Treasury Notes 6.13 05/15/98 0 39,255,287 39,255,287
20,000,000 U.S. Treasury Notes 6.13 05/15/98 20,017,364 0 20,017,364
109,850,000 U.S. Treasury Notes 7.88 01/15/98 0 111,031,830 111,031,830
19,750,000 U.S. Treasury Notes 7.88 04/15/98 0 20,019,621 20,019,621
8,000,000 U.S. Treasury Notes 7.88 01/15/98 8,080,184 0 8,080,184
10,000,000 U.S. Treasury Notes 7.88 04/15/98 10,136,517 0 10,136,517
6,660,000 U.S. Treasury Notes 8.50 07/15/97 6,668,008 0 6,666,008
115,000,000 U.S. Treasury Notes 8.63 08/15/97 0 115,451,740 115,451,740
60,000,000 U.S. Treasury Notes 8.75 10/15/97 0 60,542,819 60,542,819
9,200,000 U.S. Treasury Notes 8.75 10/15/97 9,283,232 0 9,283,232
----------------------------------------------
$79,032,623 $620,435,267 $699,467,890
TOTAL U.S. TREASURY SECURITIES
(Combined Cost $1,116,952,316)
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 53.08%
REPURCHASE AGREEMENTS - 53.08%
343,510,000 Goldman Sachs Pooled Repurchase Agreement -
102% Collateralized by U.S. Government Securities 5.85% 07/01/97 $81,640,000 $343,510,000 $425,150,000
181,213,000 HSBC Securities Inc Repurchase Agreement -
102% Collateralized by U.S. Government Securities 5.80 07/01/97 78,723,000 181,213,000 259,936,000
261,926,000 JP Morgan Securities Inc Repurchase Agreement -
102% Collateralized by U.S. Government Securities 5.95 07/01/97 82,000,000 261,926,000 343,926,000
186,205,000 Morgan Stanley & Co Repurchase Agreement -
102% Collateralized by U.S. Government Securities 6.00 07/01/97 57,000,000 186,205,000 243,205,000
--------------------------------------------
$299,363,000 $972,854,000 $1,272,217,000
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL SHORT-TERM INSTRUMENTS
(Cost $1,272,217,000)
TOTAL INVESTMENTS IN SECURITIES
(Cost $2,389,169,318)* (Note 1) 99.69% 2,389,169,318
Other Assets and Liabilities, Net 0.31% 7,413,894
======== =================
TOTAL NET ASSETS 100.00% 2,396,583,212
======== =================
</TABLE>
! Yield to Maturity.
* Cost for federal income tax purposes is the same as for financial
statement purposes:
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA SCHEDULE OF INVESTMENTS FOR MASTER INVESTMENT TRUST-
CAPITAL APPRECIATION MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Shares Security Name Cost Value
<S> <C> <C> <C>
COMMON STOCKS - 98.09%
ADVERTISING - 2.13%
130,000 HA-LO Industries Inc + $1,833,313 $3,071,250
60,000 Snyder Communications Inc + 1,425,802 1,616,250
--------------------------------------
$3,259,115 $4,687,500
BIOTECHNOLOGY - 1.47%
135,000 General Surgical Innovations Inc + $1,826,250 $759,375
115,000 Neurex Corp + 1,887,125 1,624,375
37,500 Serologicals Corp + 764,584 862,500
-------------------------------------
$4,477,959 $3,246,250
COMMERCIAL SERVICES - 4.58%
200,000 AccuStaff Inc + $4,090,759 $4,737,500
93,000 Peapod Inc + 1,486,650 1,046,250
55,000 Quintiles Transnational Corp + 3,314,499 3,829,375
60,000 Stericycle Inc + 558,542 480,000
-------------------------------------
$9,450,450 $10,093,125
COMPUTER SOFTWARE - 14.09%
32,500 3-D LABS INC + $934,375 $942,500
78,700 America Online Inc + 3,193,275 4,377,688
14,000 Aris Corp + 247,562 306,250
30,000 Axent Technologies Inc + 513,750 457,500
10,000 Check Point Software Tech + 260,000 233,750
120,000 Checkfree Corp + 2,014,082 2,115,000
38,000 Creative Technology Ltd + 681,250 646,000
55,000 Documentum Inc + 1,326,250 1,368,125
130,000 Imnet Systems Inc + 2,878,450 4,038,125
175,000 Inference Corp Class A + 3,187,250 732,813
27,000 Microsoft Corp + 1,736,806 3,412,121
30,000 Oracle Systems Corp + 1,199,370 1,511,250
19,000 Peerless Systems Corp + 268,375 261,250
27,000 Procom Technology Inc + 311,063 290,250
150,183 Pure Atria Corp + 3,774,057 2,121,335
135,000 Quadremed Corp + 1,687,847 911,250
100,000 Veritas Software Corp + 4,079,294 5,025,000
45,000 Viasoft Inc + 1,820,815 2,283,750
-------------------------------------
$30,113,871 $31,033,957
COMPUTER SYSTEMS - 5.58%
130,000 Adaptec Inc + $4,921,373 $4,517,500
55,000 Cisco Systems Inc + 3,445,205 3,691,875
197,774 Komag Inc + 5,009,263 3,238,549
23,000 Security Dynamics Technologies Inc + 844,438 848,125
--------------------------------------
$14,220,279 $12,296,049
ELECTRICAL EQUIPMENT - 3.38%
35,000 Gemstar International Group Ltd + $647,500 $643,125
90,000 Integrated Process Equipment Corp + 2,005,305 2,278,125
65,000 Interlink Electronics Inc + 344,375 455,000
40,000 Nokia Corp ADR Class A 1,969,357 2,950,000
30,500 Spectrian Corp + 912,281 1,124,688
-------------------------------------
$5,878,818 $7,450,938
ENERGY & RELATED - 10.13%
110,000 Ensco International Inc + $3,812,199 $5,802,500
40,000 Falcon Drilling Co Inc + 1,599,751 2,305,000
125,000 Global Industries Ltd + 1,421,038 2,919,922
</TABLE>
<PAGE>
PRO-FORMA SCHEDULE OF INVESTMENTS FOR MASTER INVESTMENT TRUST-
CAPITAL APPRECIATION MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Shares Security Name Cost Value
<S> <C> <C> <C>
COMMON STOCKS - 98.09%
60,000 Nabors Industries Inc + 1,380,549 1,485,000
110,000 Newpark Resources Inc + 2,354,701 3,712,500
66,000 Smedvig ASA - Sponsored ADR Class B 1,423,972 1,683,000
100,000 Tetra Technologies Inc + 2,462,522 2,475,000
85,000 Veritas Digicon Inc + 1,320,391 1,933,750
---------------------------------------
$15,775,123 $22,316,672
ENTERTAINMENT & LEISURE - 4.23%
120,000 Family Golf Centers Inc + $2,208,391 $2,760,000
47,500 HFS Inc + 2,907,073 2,755,000
115,000 Regal Cinemas Inc + 3,287,663 3,795,000
---------------------------------------
$8,403,127 $9,310,000
FINANCE & RELATED - 8.02%
16,500 ARM Financial Group Inc + $247,500 $330,000
115,000 Capital One Financial Corp 3,370,107 4,341,250
225,000 Envoy Corp (New) + 7,705,681 7,481,250
65,000 Firstplus Financial Group + 1,777,836 2,210,000
115,000 Money Store Inc 2,734,484 3,299,063
---------------------------------------
$15,835,608 $17,661,563
FOOD & RELATED - 3.47%
145,000 NorthLand Cranberries Inc $3,241,888 $2,338,125
118,000 NuCo2 Inc + 1,924,024 2,035,500
80,000 Suiza Foods Corp + 1,982,228 3,280,000
---------------------------------------
$7,148,140 $7,653,625
GENERAL BUSINESS & RELATED - 5.66%
60,000 HBO & Co $3,237,209 $4,132,500
100,000 Homegate Hospitality Inc + 988,438 975,000
47,500 P-Com Inc + 1,472,488 1,567,500
160,000 Proxim Inc + 3,572,325 3,880,000
60,000 Wackenhut Corrections Corp + 1,651,379 1,747,500
9,000 Waste Industries Inc + 129,000 158,625
---------------------------------------
$11,060,839 $12,461,125
HEALTHCARE - 9.10%
70,000 Access Health Inc $1,179,656 $1,715,000
40,000 Algos Pharmaceuticals Corp + 732,263 730,000
50,000 Covance Inc + 977,950 965,625
150,000 Genesis Health Ventures Inc + 3,940,085 5,062,500
242,700 Healthsouth Corp + 3,922,501 6,052,331
140,000 Renal Treatment Centers + 2,606,195 3,762,500
51,000 Vivus Inc + 1,311,649 1,214,438
25,000 Zonagen Inc + 572,500 546,875
---------------------------------------
$15,242,808 $20,049,269
MANUFACTURING PROCESSING - 1.77%
---------------------------------------
175,000 Biochem Pharma Inc + $4,318,238 $3,893,750
MEDICAL EQUIPMENT & SUPPLIES - 2.90%
21,000 Closure Medical Corp + $304,447 $404,250
147,500 Endosonics Corp + 1,761,922 1,604,063
115,000 Life Med Sciences Inc + 727,344 431,250
180,000 Ultrafem Inc + 3,138,115 2,475,000
130,000 Uroquest Medical Corp + 819,205 845,000
125,000 Vidamed Inc + 1,542,813 632,813
---------------------------------------
$8,293,846 $6,392,376
PHARMACEUTICALS - 0.90%
100,000 Anesta Corp + $1,392,104 $1,900,000
80,000 Seragen Inc + 444,940 80,000
---------------------------------------
$1,837,044 $1,980,000
REAL ESTATE INVESTMENT TRUSTS - 0.23%
36,000 Lexington Corp Properties $495,000 $504,000
RETAIL & RELATED - 5.61%
</TABLE>
<PAGE>
PRO-FORMA SCHEDULE OF INVESTMENTS FOR MASTER INVESTMENT TRUST-
CAPITAL APPRECIATION MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Shares Security Name Cost Value
<S> <C> <C> <C>
COMMON STOCKS - 98.09%
57,500 Amazon.com Inc + $1,056,991 $1,063,750
270,000 Corporate Express Inc + 5,100,062 3,898,125
115,000 Eagle Hardware & Garden + 2,573,184 2,630,625
115,000 Galoob (Lewis) Toys Inc + 2,069,000 2,170,625
45,000 North Face Inc + 765,774 821,250
83,000 Oakley Inc 1,014,440 1,167,188
19,000 Pacific Sunwear of California + 639,171 612,750
-----------------------------------
$13,218,622 $12,364,313
SEMICONDUCTORS - 2.51%
33,000 ASE Test Limited + $1,379,562 $1,394,250
70,000 LSI Logic Corp + 2,464,237 2,240,000
55,000 Triquint Semiconductor Inc + 1,875,313 1,890,625
-----------------------------------
$5,719,112 $5,524,875
TELECOMMUNICATIONS - 9.35%
116,000 Ascend Communication Inc + $6,761,855 $4,567,500
20,000 Clear Channel Communications Inc + 999,980 1,231,250
62,500 IXC Communications + 1,500,021 1,640,625
255,000 LCI International Inc + 4,577,332 5,578,125
205,000 NEXTEL Communications Class A + 3,411,187 3,682,188
205,000 Paging Network Inc + 3,817,562 1,600,156
55,000 Teledata Communications Ltd + 1,623,224 1,690,625
-----------------------------------
$22,791,161 $20,590,469
TRANSPORTATION - 2.98%
80,000 Atlas Air Inc + $3,600,819 $2,760,000
175,000 Trico Marine Services Inc + 3,106,321 3,817,188
-----------------------------------
$6,707,140 $6,577,188
TOTAL COMMON STOCKS $204,246,300 $216,087,044
<CAPTION>
Shares Security Name Value
<S> <C> <C> <C> <C>
WARRANTS - 2.53%
2,295 Checkers Drive-In Restaurant expires 12/22/2000 + $357 $1,721
55,000 Inlet Corp expires 3/14/1998 + 2,973,035 5,582,500
------------------------------------
$2,973,392 $5,584,221
TOTAL WARRANTS
(Cost $2,973,392)
TOTAL INVESTMENTS IN SECURITIES
(Cost $207,219,692)* (Notes 1 and 3) 100.62% 221,671,265
Other Assets and Liabilities, Net -0.62 (1,369,995)
============= ============
TOTAL NET ASSETS 100.00% 220,301,270
============= ============
</TABLE>
+ Non-income earning securities.
. Cost for federal income tax purposes is the same as for financial
statement purposes and net unrealized appreciation consists of:
<TABLE>
<S> <C>
Gross Unrealized Appreciation 36,964,901
Gross Unrealized Depreciation (22,513,328)
-------------
Net Unrealized Appreciation 14,451,573
=============
</TABLE>
The companying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR MASTER INVESTMENT TRUST -
NATIONAL TAX-FREE MONEY MARKET MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 97.02%
Arizona - 1.36%
1,000,000 Chandler AZ Industrial Development V/R Project LOC - Citibank N.A. 3.69% 12/01/02 $1,000,000
500,000 Maricopa County AZ PCR Public Service Co Series B 4.00 05/01/29 500,000
-------------
1,500,000
California - 8.42%
5,000,000 Arbor Fund CA Tax-Exempt Portfolio 3.68 01/0/00 $5,000,000
1,800,000 California HFFA Revenue - Sutter Health Series B 3.75 03/01/20 1,800,000
600,000 California HFFA V/R FSA Insured 3.75 07/01/22 600,000
100,000 California Pollution Control Finance Authority Revenue V/R 3.95 02/01/16 100,000
100,000 California State PCFA Stanislaus Project V/R AMT LOC - Swiss Bank 3.85 12/01/17 100,000
200,000 California State PCFA V/R Shell Oil Co Project Series B 3.70 10/01/11 200,000
1,000,000 California Statewide CDA COP 4.10 06/01/26 1,000,000
100,000 Chula Vista CA Industrial Development Revenue San Diego Gas & Electric Series B 5.40 12/01/21 100,000
100,000 Irvine Ranch CA Water District V/R LOC - Bank of America 3.75 04/01/33 100,000
300,000 Riverside County CA COP Series A 3.82 12/01/15 300,000
-------------
9,300,000
Colorado - 5.97%
4,000,000 Colorado HFFA V/R Sisters of Charity Healthcare 4.15 05/15/25 $4,000,000
1,000,000 Colorado State HFFA Boulder County Hospital Project V/R Series C 4.15 10/01/14 1,000,000
1,000,000 Colorado State HFFA North Colorado Medical Center 4.15 05/15/20 1,000,000
600,000 Colorado State Student Loan Obligation Bond Authority Series A 4.25 07/01/00 600,000
-------------
6,600,000
Florida - 9.95%
2,000,000 Indian River County FL Hospital Series 1990 3.75 08/15/97 $2,000,000
3,000,000 Jacksonville FL Electric Authority 3.70 08/15/97 3,000,000
3,000,000 Sarasota County FL Public Hospital District -
Sarasota Memorial Hospital Series 96-A 3.80 08/14/97 3,000,000
3,000,000 Sunshine State FL Government Financing Authority 3.85 09/12/97 3,000,000
-------------
11,000,000
Georgia - 5.06%
700,000 Fulton County GA Residential Care Facility V/R - Lenbrook Square Foundation 4.25 01/01/18 $700,000
2,895,000 Municipal Electric Authority of Geogia 3.65 07/01/97 2,895,000
2,000,000 Municipal Electric Authority of Georgia 4.15 03/01/20 2,000,000
-------------
5,595,000
Illinois - 2.72%
3,000,000 Illinois State Highway Toll Revenue V/R Series B 4.15 01/01/10 $3,000,000
Indiana - 0.45%
500,000 Princeton IN PCR V/R Energy Project LOC - Canadian Imperial Bank 4.05 03/01/19 $500,000
Kansas - 1.99%
2,200,000 Burlington KS PCR - Kansas City Power & Light 3.75 08/14/97 $2,200,000
Louisiana - 2.53%
1,200,000 Calcasieu Parish Inc LA Industrial Development Revenue Series B 3.93 02/01/16 $1,200,000
1,600,000 New Orleans Aviation Board Revenue MBIA Insured 4.15 08/05/15 1,600,000
-------------
2,800,000
Massachusetts - 13.94%
1,400,000 Massachusetts State HFFA Revenue V/R Asset Program LOC - Credit Suiss 3.75 01/01/19 $1,400,000
14,000,000 Massachusetts State IDA Resources Recovery V/R Ogden Haver 3.85 12/01/11 14,000,000
-------------
15,400,000
Minnesota - 2.72%
3,000,000 Cohasset MN Power & Light Co V/R Series A 4.00 06/01/20 $3,000,000
Nebraska - 2.26%
2,500,000 Nebraska Higher Education Loan Program Series B 4.30 12/01/16 $2,500,000
</TABLE>
<PAGE>
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR MASTER INVESTMENT TRUST-NATIONAL
TAX-FREE MONEY MARKET MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 97.02%
Nevada - 0.91%
1,000,000 Clark County NV Airport Improvement Revenue Series A 4.15% 07/01/12 $1,000,000
New Jersey - 0.91%
1,000,000 New Jersey State Turnpike Revenue Series D 3.80 01/01/18 $1,000,000
New Mexico - 1.72%
1,000,000 Albuquerque NM Airport Revenue Project AMBAC Insured 4.15 07/01/14 $1,000,000
900,000 Farmington NM PCR V/R Arizona Public Services Co. Series B 4.05 09/01/24 900,000
-------------
1,900,000
New York - 3.35%
1,200,000 New York NY Assistance Corp LOC - Series B 4.05 04/01/23 $1,200,000
300,000 New York NY Muni Finance Authority Water & Sewer System Revenue Series C 4.15 06/15/23 300,000
1,200,000 New York NY Muni Water Finance Authority Water & Sewer System Revenue
FGIC Insured 4.05 06/15/24 1,200,000
1,000,000 Suffolk County NY Industrial Development Revenue V/R 3.85 02/01/07 1,000,000
-------------
3,700,000
North Carolina - 3.80%
400,000 Charlotte NC Airport Revenue V/R Series A MBIA Insured 4.15 07/01/16 $400,000
3,800,000 North Carolina Eastern Municipal Power Agency 3.65 07/01/97 3,800,000
-------------
4,200,000
Pennsylvania - 4.52%
2,500,000 Delaware Valley PA Regional Finance Authority 4.15 08/01/16 $2,500,000
2,500,000 Pennsylvania State Higher Education Assistance Agency Student Loan
Revenue V/R Series A 4.25 12/01/25 2,500,000
-------------
5,000,000
South Carolina - 4.07%
4,500,000 South Carolina Educational Facility Authority Series B 4.15 10/01/26 $4,500,000
Texas - 11.51%
100,000 Brazos River Authority Texas PCR V/R Texas Utilities Electric Co LOC -
Bank of Switzerland 5.55 06/01/30 $100,000
5,000,000 Guadalupe-Blanco River Authority Texas PCR Central Power & Light Co V/R LOC -
ABN Amro of North America 4.05 11/01/15 5,000,000
2,000,000 Houston TX Tax & Revenue Anticipation 4.50 06/30/98 2,012,480
3,600,000 San Antonio TX Gas & Electric Series A 3.65 07/01/97 3,600,000
2,000,000 Texas State Tax & Revenue Anticipation 4.75 08/29/97 2,003,024
-------------
12,715,504
Utah - 1.63%
1,400,000 Intermountain Power Agency UT Series 65-F 3.75 11/10/97 $1,400,000
400,000 Salt Lake City UT Airport Revenue Series A AMT LOC - Credit Suisse 4.20 06/01/98 400,000
-------------
1,800,000
Virginia - 0.45%
500,000 Peninsula Ports Authority Revenue Port Facilities Shell Coal & Terminal Co 4.05 12/01/05 $500,000
Washington - 0.63%
200,000 Port Vancouver WA United Grain Corp LOC - Sumitomo Bank 4.35 12/01/09 $200,000
500,000 Washington State MFHR Inglenook Court Project LOC - Bank of America 4.55 07/01/25 500,000
-------------
700,000
Wyoming - 6.15%
3,300,000 Kemmer WY PCR V/R Exxon Project 4.00 11/01/14 $3,300,000
1,000,000 Platte County WY PCR V/R LOC - Societe Generale 4.20 07/01/14 1,000,000
2,500,000 Sweetwater County, WY Pollution Control Revenue - Pacific Corp 3.75 08/11/97 2,500,000
-------------
6,800,000
TOTAL SHORT-TERM INSTRUMENTS $107,210,504
(Cost $107,210,504)
<CAPTION>
<S> <C> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $107,210,504)* (Note 1) 97.02% 107,210,504
Other Assets and Liabilities, Net 2.98% 3,296,918
----------- -------------
TOTAL NET ASSETS 100.00% 110,507,422
=========== =============
</TABLE>
* Cost for federal income tax purposes is the same as for financial
statement purposes:
The accompanying notes are an integral part of these financial statements.
<PAGE>
STAGECOACH FUNDS, INC.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-222-8222
PART C
OTHER INFORMATION
Item 15. Indemnification
---------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Amended and Restated Articles of
Incorporation or otherwise, the Registrant is aware that in the opinion of the
SEC, such indemnification is against public policy as expressed in the Act and,
therefore, is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such directors, officers or controlling persons in connection with
the Shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issues.
With respect to the indemnification of the Registrant's directors and
officers, reference is made to Article VIII(h) of the Registrant's Amended and
Restated Articles of Incorporation which are incorporated by reference as
Exhibit 1 hereto.
With respect to the indemnification of the Registrant's Shareholder
Servicing Agent, Wells Fargo Bank, N.A. reference is made to Section 12.1 of the
Form of Shareholder Servicing Agreement between the Registrant and such
Shareholder Servicing Agents for the Registrant's Class A and Class C shares of
the California Tax-Free Bond, Index Allocation, National Tax-Free, Small Cap,
Aggressive Growth, Ginnie Mae and Variable Rate Government Funds; shares of the
California Tax-Free Money Market Mutual, Overland Sweep, Short-Term Government-
Corporate Income and Short-Term Municipal Income Funds; Administrative Class
shares of the Prime and Treasury Money Market Mutual Funds and Institutional
Class shares of the National Tax-Free Money Market Mutual Fund, which is
incorporated by reference as Exhibit 10(c)(i) hereto.
C-1
<PAGE>
With respect to the indemnification of Stephens Inc., the Registrant's
principal underwriter for each class of shares of each Fund of the
Registrant, reference is made to Section 10 of the Amended Distribution
Agreement between the Registrant and Stephens Inc., which is incorporated
by reference as Exhibit 7(a) hereto.
With respect to the indemnification of Wells Fargo Bank, N.A., the
Registrant's custodian for each Fund, reference is made to Section 14 of
Article XII of the Custody Agreements between the Registrant and Wells
Fargo Bank, N.A., on behalf of the Funds, which is incorporated by
reference as Exhibits 9(a) -9(g) hereto.
With respect to the indemnification of Wells Fargo Bank, N.A., the
Registrant's Transfer Agent for each Fund, reference is made to Article
VIII of the Agency Agreement between the Registrant and Wells Fargo Bank,
N.A., on behalf of the Funds, which is incorporated by reference as Exhibit
13(a) hereto.
With respect to the indemnification of Wells Fargo Bank, N.A., the
Registrant's Administrator, reference is made to Section 5 of the
Administration Agreement between the Registrant and Wells Fargo Bank, N.A.,
on behalf of the Funds, which is incorporated by reference as Exhibit
13(b)(i) hereto.
With respect to the indemnification of Stephens Inc., the Registrant's
Co-Administrator, reference is made to Section 5 of the Co-Administration
Agreement between the Registrant , Wells Fargo Bank, N.A. and Stephens
Inc., on behalf of the Funds, which is incorporated by reference as Exhibit
13(b)(2) hereto.
Item 16: Exhibits
--------
All references to the "Registration Statement" in the following list
of Exhibits refer to the Registrant's Registration Statement on Form N-1A (File
Nos. 811-6419; 33-42927). All references to the "Overland Registration
Statement" in the following list of Exhibits refer to Overland's Registration
Statement on Form N-1A (File Nos. 811-8275; 33-16296).
Exhibit
Number Description
------ -----------
1(a) - Amended and Restated Articles of Incorporation dated
November 22, 1995, incorporated by reference to
Post-Effective Amendment No. 17 to the Registration
Statement, filed November 29, 1995.
1(b) - Articles Supplementary, to be filed by amendment
herewith.
2 - By-Laws, incorporated by reference to the Post-
Effective Amendment No. 31 to the Registration
Statement, filed May 15, 1997.
C-2
<PAGE>
3 - Not Applicable.
4 - Consolidation Agreement, filed herewith as Appendix
I to the Combined Proxy Statement/Prospectus.
5 - Not Applicable.
6(a) - Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the California Tax-Free Bond Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement, filed
April 17, 1992.
6(b) - Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the California Tax-Free Money Market
Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
6(c) - Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the Ginnie Mae Fund, incorporated by
reference to Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.
6(d) - Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the National Tax-Free Fund, incorporated
by reference to Post-Effective Amendment No. 30 to
the Registration Statement, filed January 31, 1997.
6(e) - Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the Prime Money Market Mutual Fund,
incorporated by reference to Post-Effective
Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
6(f) - Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the Treasury Money Market Mutual Fund,
incorporated by reference to Post-Effective
Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
7(a) - Amended Distribution Agreement with Stephens Inc. on
behalf of the Funds, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
7(b) - Selling Agreement with Wells Fargo Bank, N.A. on
behalf of the Funds, incorporated by reference to
Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
8 - Not Applicable
9(a) - Custody Agreement with Wells Fargo Bank, N.A. on
behalf of the Aggressive Growth Fund, incorporated
by reference to Post-Effective Amendment No. 20 to
the Registration Statement, filed February 28, 1996.
C-3
<PAGE>
9(b) - Custody Agreement with Wells Fargo Bank, N.A. on
behalf of the California Tax-Free Bond Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement, filed
April 17, 1992.
9(c) - Custody Agreement with Wells Fargo Bank, N.A. on
behalf of the California Tax-Free Money Market
Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
9(d) - Custody Agreement with Wells Fargo Bank, N.A. on
behalf of the Ginnie Mae Fund, incorporated by
reference to Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.
9(e) - Custody Agreement with Wells Fargo Bank, N.A. on
behalf of the National Tax-Free, Prime Money Market
Mutual and Treasury Money Market Mutual Funds,
incorporated by reference to Post-Effective
Amendment No. 25 to the Registration Statement,
filed June 17, 1996.
9(f) - Custody Agreement with Wells Fargo Bank, N.A. on
behalf of the National Tax-Free Money Market Mutual
Fund, incorporated by reference to Post-Effective
Amendment No. 24 to the Registration Statement,
filed April 29, 1996.
9(g) - Custody Agreement with Wells Fargo Bank, N.A. on
behalf of the Small Cap Fund, incorporated by
reference to Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.
10(a)(i) - Amended Distribution Plan on behalf of Class A
shares of the California Tax-Free Bond Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
10(a)(ii) - Amended Distribution Plan on behalf of Class A
shares of the Ginnie Mae Fund, incorporated by
reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
10(a)(iii) - Distribution Plan on behalf of Class A shares of the
Aggressive Growth Fund, incorporated by reference to
Post-Effective Amendment No. 19 to the Registration
Statement, filed December 18, 1995.
10(a)(iv) - Distribution Plan on behalf of Class A shares of the
National Tax-Free Prime Money Market Mutual, Small
Cap and Treasury Money Market Mutual Funds,
incorporated by reference to Post-Effective
Amendment No. 32 to the Registration Statement,
filed May 30, 1997.
10(a)(v) - Distribution Plan on behalf of the California Tax-
Free Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.
C-4
<PAGE>
10(a)(vi) - Distribution Plan on behalf of Class C Shares of the
Aggressive Growth, California Tax-Free Bond, Index
Allocation, Ginnie Mae, National Tax-Free, Small Cap
and Variable Rate Government Funds, incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement, filed August 5, 1997.
10(b)(i) - Servicing Plan on behalf of Class A Shares of the
Aggressive Growth Fund, incorporated by reference to
Post-Effective Amendment No. 19 to the Registration
Statement, filed December 18, 1995.
10(b)(ii) - Servicing Plan on behalf of the Class A Shares of
the National Tax-Free, Prime Money Market Mutual,
Small Cap and Treasury Money Market Mutual Funds,
incorporated by reference to Post-Effective
Amendment No. 32 to the Registration Statement,
filed May 30, 1997.
10(b)(iii) - Servicing Plan on behalf of Administrative Class
shares of the Prime Money Market Mutual and Treasury
Money Market Mutual Funds, incorporated by reference
to Post-Effective Amendment No. 33 to the
Registration Statement, filed August 5, 1997.
10(b)(iv) - Servicing Plan on behalf of Class C shares of the
Aggressive Growth, California Tax-Free Bond, Index
Allocation, Ginnie Mae, National Tax-Free Bond,
Small Cap and Variable Rate Government Funds,
incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
10(b)(v) - Servicing Plan on behalf of Institutional Class
shares of the National Tax-Free Money Market Mutual
Fund, incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
10(c)(i) - Form of Shareholder Servicing Agreement on behalf of
the each Fund, incorporated by reference to Post-
Effective Amendment No. 33 to the Registration
Statement, filed August 5, 1997.
10(c)(ii) - Shareholder Servicing Agreement with Wells Fargo
Bank, N.A. on behalf of the California Tax-Free
Money Market Mutual Fund, incorporated by reference
to Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.
10(c)(iii) - Amended Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class A Shares of
the California Tax-Free Bond Fund, incorporated by
reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
10(c)(iv) - Amended Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class A Shares of
the Ginnie Mae Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
C-5
<PAGE>
10(d) - Amended Rule 18f-3 Multi-Class Plan, incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement, filed August 5, 1997.
11 - Opinion and Consent of Morrison & Foerster LLP,
filed herewith.
12 - See Item 17(3) of this Part C.
13(a) - Agency Agreement with Wells Fargo Bank, N.A. on
behalf of the Funds, incorporated by reference to
Post-Effective Amendment No. 32 to the Registration
Statement, filed May 30, 1997.
13(b)(i) - Administration Agreement with Wells Fargo Bank, N.A.
on behalf of the Funds, incorporated by reference to
Post-Effective Amendment No. 33 to the Registration
Statement, filed August 5, 1997.
13(b)(ii) - Co-Administration Agreement with Wells Fargo Bank,
N.A. and Stephens Inc. on behalf of the Funds,
incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
14 - Consent of Auditors -- KPMG Peat Marwick LLP, filed
herewith.
15 - Not Applicable
16 - Powers of Attorney for R. Greg Feltus, Jack S.
Euphrat, Thomas S. Goho, Joseph N. Hankin, W. Rodney
Hughes, Robert M. Joses and J. Tucker Morse,
incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
17(a) - Declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 of the Registrant,
filed herewith.
17(b)(i) - Form of Proxy Ballot, filed herewith.
17(b)(ii) - Form of Letter to Shareholders, filed herewith.
17(b)(iii) - Form of Notice of Special Meeting, filed herewith.
17(c)(i) - Prospectus for Class A shares of the Stagecoach
California Tax-Free Bond and National Tax-Free
Funds, incorporated by reference to Post-Effective
Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
17(c)(ii) - Prospectus for shares of the Stagecoach California
Tax-Free Money Market Mutual Fund and Class A shares
of the Treasury Money Market Mutual Fund,
incorporated by reference to Post-Effective
Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
C-6
<PAGE>
17(c)(iii) - Prospectus for Class A shares of the Stagecoach
Prime Money Market Mutual, incorporated by reference
to Post-Effective Amendment No. 30 to the
Registration Statement, filed January 31, 1997.
17(c)(iv) - Prospectus for Class A shares of the Stagecoach
Aggressive Growth and Small Cap Funds, incorporated
by reference to Post-Effective Amendment No. 30 to
the Registration Statement, January 31, 1997.
17(c)(v) - Prospectus for Class A shares of the Stagecoach
Ginnie Mae Fund, incorporated by reference to Post-
Effective Amendment No. 30 to the Registration
Statement, filed on January 31, 1997.
17(c)(vi) - Prospectus for Class C shares of the Stagecoach
California Tax-Free Bond and National Tax-Free
Funds, incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
17(c)(vii) - Prospectus for Class C shares of the Stagecoach
Aggressive Growth and Small Cap Funds, incorporated
by reference to Post-Effective Amendment No. 33 to
the Registration Statement, filed August 5, 1997.
17(c)(viii) - Prospectus for Class C shares of the Stagecoach
Ginnie Mae Fund, incorporated by reference to Post-
Effective Amendment No. 33 to the Registration
Statement, filed August 5, 1997.
17(c)(ix) - Prospectus for Administrative Class shares of the
Stagecoach Prime and Treasury Money Market Mutual
Funds, incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
17(c)(x) - Prospectus for Institutional Class shares of the
Stagecoach National Tax-Free Money Market Mutual
Fund, incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
17(c)(xi) - Statement of Additional Information for Class A
shares of the Stagecoach California Tax-Free Bond
Fund, National Tax-Free, Prime Money Market Mutual
and Treasury Money Market Mutual Funds, incorporated
by reference to Post-Effective Amendment No. 30 to
the Registration Statement, filed January 31, 1997.
17(c)(xii) - Statement of Additional Information for Class A
shares of the Stagecoach Aggressive Growth and Small
Cap Funds, incorporated by reference to Post-
Effective Amendment No. 30 to the Registration
Statement, filed January 31, 1997.
17(c)(xiii) - Statement of Additional Information for Class A
shares of the Stagecoach Ginnie Mae Fund,
incorporated by reference to Post-Effective
Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
C-7
<PAGE>
17(c)(xiv) - Statement of Additional Information for shares of
the Stagecoach California Tax-Free Money Market
Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 30 to the Registration
Statement, filed January 31, 1997.
17(c)(xv) - Statement of Additional Information for Class C
shares of the Stagecoach California Tax-Free Bond
and National Tax-Free Funds, incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement, filed August 5, 1997.
17(c)(xvi) - Statement of Additional Information for Class C
shares of the Stagecoach Aggressive Growth an Small
Cap Funds, incorporated by reference to Post-
Effective Amendment No. 33 to the Registration
Statement, filed August 5, 1997.
17(c)(xvii) - Statement of Additional Information for Class C
shares of the Stagecoach Ginnie Mae Fund,
incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
17(c)(xviii) - Statement of Additional Information for
Administrative Class shares of the Stagecoach Prime
and Treasury Money Market Mutual Funds, incorporated
by reference to Post-Effective Amendment No. 33 to
the Registration Statement, filed August 5, 1997.
17(c)(xix) - Statement of Additional Information for
Institutional Class shares of the Stagecoach
National Tax-Free Money Market Mutual Fund,
incorporated by reference to Post-Effective
Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
17(c)(xx) - Annual Reports for the fiscal period ended March 31,
1997 for the Stagecoach Aggressive Growth,
California Tax-Free Bond, California Tax-Free Money
Market Mutual, Ginnie Mae, National Tax-Free,
National Tax-Free Money Market Mutual, Prime Money
Market Mutual, Small Cap and Treasury Money Market
Mutual Funds, as filed on June 3, 1997 and June 4,
1997.
17(d)(i) - Prospectus for Class A and Class D shares of the
Overland Index Allocation, Small Cap Strategy and
Strategic Growth Funds, incorporated by reference to
Post-Effective Amendment No. 36 to the Overland
Registration Statement, filed April 30, 1997.
C-8
<PAGE>
17(d)(ii) - Prospectus for Class A and Class D shares of the
Overland Variable Rate Government Fund and shares of
the Short-Term Government-Corporate Income Fund and
Short-Term Municipal Income Funds, incorporated by
reference to Post-Effective Amendment No. 36 to the
Overland Registration Statement, filed April 30,
1997.
17(d)(iii) - Prospectus for Institutional Class shares of the
Overland Money Market Mutual and U.S. Treasury Money
Market Mutual Funds and shares of the National Tax-
Free Institutional Money Market Funds, incorporated
by reference to Post-Effective Amendment No. 36 to
the Overland Registration Statement, filed April 30,
1997.
17(d)(iv) - Prospectus for the Class A shares of the Overland
Money Market and U.S. Treasury Money Market Funds
and shares of the California Tax-Free Money Market
Mutual Funds, incorporated by reference to Post-
Effective Amendment No. 36 to the Overland
Registration Statement, filed April 30, 1997.
17(d)(v) - Prospectus for the shares of the Overland Sweep
Fund, incorporated by reference to Post-Effective
Amendment No. 36 to the Overland Registration
Statement, filed April 30, 1997.
17(d)(vi) - Prospectus for Class A and Class D shares of the
Overland California Tax-Free Bond, Municipal Income
and U. S. Government Income Funds, incorporated by
reference to Post-Effective Amendment No. 36 to the
Overland Registration Statement, filed April 30,
1997.
17(d)(vii) - Statement of Additional Information for the Overland
Index Allocation, U.S. Government Income and
California Tax-Free Bond Funds, incorporated by
reference to Post-Effective Amendment No. 36 to the
Overland Registration Statement, filed April 30,
1997.
17(d)(viii) - Statement of Additional Information for the Overland
California Tax-Free Money Market, Money Market and
U.S. Treasury Money Market Funds, incorporated by
reference to Post-Effective Amendment No. 36 to the
Overland Registration Statement, filed April 30,
1997.
17(d)(ix) - Statement of Additional Information for the Overland
Municipal Income Fund, incorporated by reference to
Post-Effective Amendment No. 36 to the Overland
Registration Statement, filed April 30, 1997.
17(d)(x) - Statement of Additional Information for the Overland
National Tax-Free Institutional Money Market Fund,
incorporated by reference to Post-Effective
Amendment No. 36 to the Overland Registration
Statement, filed April 30, 1997.
17(d)(xi) - Statement of Additional Information for the Overland
Sweep Fund, incorporated by reference to Post-
Effective Amendment No. 36 to the Overland
Registration Statement, filed April 30, 1997.
C-9
<PAGE>
17(d)(xii) - Statement of Additional Information for the Overland
Short-Term Government-Corporate Income and Short-
Term Municipal Income Funds, incorporated by
reference to Post-Effective Amendment No. 36 to the
Overland Registration Statement, filed April 30,
1997.
17(d)(xiii) - Statement of Additional Information for the Overland
Small Cap Strategy Fund, incorporated by reference
to Post-Effective Amendment No. 36 to the Overland
Registration Statement, filed April 30, 1997.
17(d)(xiv) - Statement of Additional Information for the Overland
Strategic Growth Fund, incorporated by reference to
Post-Effective Amendment No. 36 to the Overland
Registration Statement, filed April 30, 1997.
17(d)(xv) - Statement of Additional Information for the Overland
Variable Rate Government Fund, incorporated by
reference to Post-Effective Amendment No. 36 to the
Overland Registration Statement, filed April 30,
1997.
17(d)(xvi) - Annual Reports for the Overland California Tax-Free
Bond, California Tax-Free Money Market, Index
Allocation, Municipal Income, National Tax-Free
Institutional Money Market, Overland Sweep, Short-
Term Government-Corporate Income, Short-Term
Municipal Income, Small Cap Strategy, Strategic
Growth, U.S. Government Income, U.S. Treasury Money
Market and Variable Rate Government Funds, as filed
on March 7, 1997 and March 11, 1997.
Item 17. Undertakings.
------------
1) The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as
amended, the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them.
C-10
<PAGE>
3) The undersigned Registrant agrees to file, by post-effective amendment, an
opinion of counsel or a copy of an IRS ruling supporting the tax consequences of
the Reorganization within a reasonable time after receipt of such opinion or
ruling.
Exhibit 27.
27.1 Financial Data Schedule for the California Tax-Free Money
Market Mutual Fund for the fiscal period ended March 31, 1997,
incorporated by reference to the Form N-SAR, filed May 29,
1997.
27.2.1 Financial Data Schedule for Class A shares of the California
Tax-Free Bond Fund Aggressive Growth Fund for the fiscal period
ended March 31, 1997, incorporated by reference to the Form N-
SAR, filed May 29, 1997.
27.5.1 Financial Data Schedule for Class A shares of the Ginnie Mae
Fund for the fiscal period ended March 31, 1997, incorporated
by reference to the Form N-SAR, filed May 29, 1997.
27.13 Financial Data Schedule for the National Tax-Free Money Market
Mutual Fund for the fiscal period ended March 31, 1997,
incorporated by reference to the Form N-SAR, filed May 29,
1997.
27.14.1 Financial Data Schedule for Class A shares of the Aggressive
Growth Fund for the fiscal period ended March 31, 1997,
incorporated by reference to the Form N-SAR, filed May 29,
1997.
27.15.1 Financial Data Schedule for Class A shares of the Small Cap
Fund for the fiscal period ended March 31, 1997, incorporated
by reference to the Form N-SAR, filed May 29, 1997.
27.22.1 Financial Data Schedule for Class A shares of the National Tax-
Free Fund for the fiscal period ended March 31, 1997,
incorporated by reference to the Form N-SAR, filed May 29,
1997.
27.24.1 Financial Data Schedule for Class A shares of the Prime Money
Market Mutual Fund for the fiscal period ended March 31, 1997,
incorporated by reference to the Form N-SAR, filed May 29,
1997.
27.25.1 Financial Data Schedule for Class A shares of the Aggressive
Growth Fund for the fiscal period ended March 31, 1997,
incorporated by reference to the Form N-SAR, filed May 29,
1997.
C-11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form N-14 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Little Rock,
State of Arkansas on the 2nd day of September, 1997.
STAGECOACH FUNDS, INC.
By /s/Richard H. Blank, Jr.
------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-1A has been signed below by the following
persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
_________*_________________ Director, Chairman and President _____*_______
(R. Greg Feltus) (Principal Executive Officer)
/s/ Richard H. Blank, Jr. Secretary and Treasurer 9/2/97
--------------------------- -------------
(Richard H. Blank, Jr.) (Principal Financial Officer)
_________*_________________ Director _____*_______
(Jack S. Euphrat)
_________*_________________ Director _____*_______
(Thomas S. Goho)
_________*_________________ Director _____*_______
(Joseph N. Hankin)
_________*_________________ Director _____*_______
(W. Rodney Hughes)
_________*_________________ Director _____*_______
(Robert M. Joses)
_________*_________________ Director _____*_______
(J. Tucker Morse)
</TABLE>
*By: /s/Richard H. Blank, Jr.
--------------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
September 2, 1997
<PAGE>
STAGECOACH FUNDS, INC.
N-14 EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
EX-99.11 Opinion and Consent of Morrison & Foerster LLP
EX-99.14 Consent of Auditors
EX-99.17(a) Declaration pursuant to Rule 24f-2
EX-99.17(b)(i) Form of Proxy Ballot
EX-99.17(b)(ii) Form of Letter of Shareholders
EX-99.17(b)(iii) Notice of Special Meeting
<PAGE>
EX-99.11
[MORRISON & FOERSTER LLP LETTERHEAD]
September 3, 1997
Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Common Stock of
Stagecoach Funds, Inc.
-------------------------
Ladies/Gentlemen:
We refer to the Registration Statement on Form N-14 (the "Registration
Statement") of Stagecoach Funds, Inc. (the "Company") relating to the
registration of an indefinite number of shares of common stock, par value $.001
per share (the "Shares"), of certain Funds of the Company (the "Funds").
We have been requested by the Company to furnish this opinion as
Exhibit 11 to the Registration Statement.
We have examined documents relating to the organization of the Company
and the authorization and issuance of the Shares. We have also made such
inquiries of the Company and examined such questions of law as we have deemed
necessary for the purpose of rendering the opinion set forth herein. We have
assumed the genuineness of all signatures and the authenticity of all items
submitted to us as originals and the conformity with originals of all items
submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Shares by the Company, upon completion of such
corporate action as is deemed necessary or appropriate, will be duly and validly
authorized by all appropriate corporate action and, assuming delivery in
accordance with the description set forth in the Combined Proxy
Statement/Prospectus included in the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
<PAGE>
Stagecoach Funds, Inc.
September 3, 1997
Page Two
In addition, we hereby consent to the use of our name and to the
description of advice rendered by our firm under the headings "The Funds and
Management" in the Prospectuses and "Management" in the Statements of Additional
Information, which are incorporated by reference into this Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
<PAGE>
EX-99.14
Independent Auditors' Consent
-----------------------------
The Board of Directors and Shareholders
Stagecoach Funds, Inc.
The Board of Directors and Shareholders
Overload Express Funds, Inc.
We consent to the incorporation by reference in the Combined Proxy
Statement/Prospectus and in the statement of additional information of
Stagecoach Funds, Inc. and Overland Express Funds, Inc., constituting part of
this Registration Statement on Form N-14, of our reports dated May 9, 1997, on
the financial statements and financial highlights of Aggressive Growth Fund,
Arizona Tax-Free Fund, Balanced Fund, California Tax-Free Bond Fund, California
Tax-Free Income Fund, California Tax-Free Money Market Mutual Fund, Growth and
Income Fund, Intermediate Bond Fund, Money Market Mutual Fund, Corporate Stock
Fund, Diversified Income Fund, Equity Value Fund, Ginnie Mae Fund, Government
Money Market Mutual Fund, Growth and Income Fund, Intermediate Bond Fund, Money
Market Mutual Fund, National Tax-Free Fund, National Tax-Free Money Market
Mutual Fund, Oregon Tax-Free Fund, Prime Money Market Mutual Fund, Short-
Intermediate U.S. Government Income Fund, Small Cap Fund and Treasury Money
Market Mutual Fund (twenty-one of the funds comprising Stagecoach Funds, Inc.)
as of March 31, 1997, and for the periods indicated therein.
We also consent to the incorporation by reference in the Combined Proxy
Statement/Prospectus and in the statement of additional information of
Stagecoach Funds, Inc, and Overland Express Funds, Inc., constituting part of
this Registration Statement on Form N-14, of our reports dated February 14,
1997, on the financial statements and financial highlights of California Tax-
Free Bond Fund, California Tax-Free Money Market Fund, Index, Allocation Fund
(formerly Asset Allocation Fund), Money Market Fund, Municipal Income Fund,
National Tax-Free Institutional Money Market Fund, Overland Sweep Fund, Short-
Term Municipal Income Fund, Short-Term Government-Corporate Income Fund, Small
Cap Strategy Fund, Strategic Growth Fund, U.S. Government Income Fund, U.S.
Treasury Money Market Fund and Variable Rate Government Fund (comprising
Overland Express Funds, Inc.) as of December 31, 1996, and for the periods
indicated therein.
We also consent to the reference to our firm under the heading "Investment
Adviser and Other Service Providers" in the Combined Proxy Statement/Prospectus.
We also consent to the reference to our firm in the prospectus and statement of
additional information of each of the Aggressive Growth Fund, California
Tax-Free Bond Fund, California Tax-Free Money Market Mutual Fund, Ginnie Mae
Fund, National Tax-Free Fund, National Tax-Free Money Market Mutual Fund, Prime
Money Market Mutual Fund, Small Cap Fund and Treasury Money Market Mutual Fund
(each dated as of February 1, 1997), which have been incorporated by reference
in the Combined Proxy Statement/Prospectus and statement of additional
information.
We also consent to the reference to our firm in the prospectus and statement of
additional information of each of the California Tax-Free Bond Fund, California
Tax-Free Money Market Fund, Index Allocation Fund, Money Market Fund, Municipal
Income Fund, National Tax-Free Institutional Money Market Fund, Overland Sweep
Fund, Short-Term Municipal Income Fund, Short-Term Government-Corporate Income
Fund, Small Cap Strategy Fund, Strategic Growth Fund, U.S. Government Income
Fund, U.S. Treasury Money Market Fund and Variable Rate Government Fund (each
dated as of May 1, 1997), which have been incorporated by reference in the
Combined Proxy Statement/Prospectus and statement of additional information.
KPMG PEAT MARWICK LLP
San Francisco, California
September 3, 1997
<PAGE>
EXHIBIT 99.17(a)
U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
STAGECOACH FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, AR 72201
2. Name of each series or class of funds for which this notice is filed:
AGGRESSIVE GROWTH FUND CLASS A
AGGRESSIVE GROWTH FUND CLASS B
ARIZONA TAX-FREE FUND CLASS A
ARIZONA TAX-FREE FUND CLASS B
ARIZONA TAX-FREE FUND INSTITUTIONAL CLASS
ASSET ALLOCATION FUND CLASS A
ASSET ALLOCATION FUND CLASS B
BALANCED FUND CLASS A
BALANCED FUND CLASS B
BALANCED FUND INSTITUTIONAL CLASS
CALIFORNIA TAX-FREE BOND FUND CLASS A
CALIFORNIA TAX-FREE BOND FUND CLASS B
CALIFORNIA TAX-FREE BOND FUND INSTITUTIONAL CLASS
CALIFORNIA TAX-FREE INCOME FUND CLASS A
CALIFORNIA TAX-FREE INCOME FUND INSTITUTIONAL CLASS
CALIFORNIA TAX-FREE MONEY MARKET MUTUAL FUND
CORPORATE STOCK FUND
DIVERSIFIED INCOME FUND CLASS A
DIVERSIFIED INCOME FUND CLASS B
EQUITY VALUE FUND CLASS A
EQUITY VALUE FUND CLASS B
EQUITY VALUE FUND INSTITUTIONAL CLASS
GINNIE MAE FUND CLASS A
GINNIE MAE FUND CLASS B
GINNIE MAE FUND INSTITUTIONAL CLASS
GOVERNMENT MONEY MARKET MUTUAL FUND CLASS A
GROWTH AND INCOME FUND CLASS A
GROWTH AND INCOME FUND CLASS B
GROWTH AND INCOME FUND INSTITUTIONAL CLASS
INTERMEDIATE BOND FUND CLASS A
INTERMEDIATE BOND FUND CLASS B
INTERMEDIATE BOND FUND INSTITUTIONAL CLASS
<PAGE>
MONEY MARKET MUTUAL FUND CLASS A
MONEY MARKET MUTUAL FUND CLASS S
MONEY MARKET MUTUAL FUND INSTITUTIONAL CLASS
MONEY MARKET TRUST
NATIONAL TAX-FREE FUND CLASS A
NATIONAL TAX-FREE FUND CLASS B
NATIONAL TAX-FREE FUND INSTITUTIONAL CLASS
NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND
OREGON TAX-FREE FUND CLASS A
OREGON TAX-FREE FUND CLASS B
OREGON TAX-FREE INSTITUTIONAL CLASS
PRIME MONEY MARKET MUTUAL FUND CLASS A
PRIME MONEY MARKET MUTUAL FUND INSTITUTIONAL CLASS
PRIME MONEY MARKET MUTUAL FUND SERVICE CLASS
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND CLASS A
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND INSTITUTIONAL CLASS
SMALL CAP FUND CLASS A
SMALL CAP FUND CLASS B
SMALL CAP FUND INSTITUTIONAL CLASS
TREASURY MONEY MARKET MUTUAL FUND CLASS A
TREASURY MONEY MARKET MUTUAL FUND CLASS E
TREASURY MONEY MARKET MUTUAL FUND INSTITUTIONAL CLASS
TREASURY MONEY MARKET MUTUAL FUND SERVICE CLASS
U.S. GOVERNMENT ALLOCATION FUND CLASS A
U.S. GOVERNMENT ALLOCATION FUND CLASS B
3. Investment Company Act File Number: 811-6419
Securities Act File Number: 33-42927
4. Last day of fiscal year for which this notice is filed: 3/31/97
5. Check box if this notice is being filed more than 180days after the close
of issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration [_]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
2
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal year:
NUMBER OF SHARES SOLD: 11,480,584,481
SALES PRICE OF SECURITIES SOLD: $11,807,230,373
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
NUMBER OF SHARES SOLD: 11,480,584,481
SALES PRICE OF SECURITIES SOLD: $11,807,230,373
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
NUMBER OF SHARES REINVESTED: 137,086,500
SALES PRICE OF SECURITIES REINVESTED: $280,089,555
12. Calculation of registration fee:
<TABLE>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10) $ 11,807,230,373
(ii) Aggregate price of shares issued in connection with
dividends reinvestment plans (from item11, if applicable): + 280,089,555
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 11,430,057,172
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): +
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 (line(i), plus
line(ii), less line(iii), plus line(iv) $ 657,262,756
(vi) Multiplier prescribed by Section6(b) of the Securities
Act of 1933 or other applicable law or regulation
x 1/33 of 1%
(vii) Fee due line(i) or line(v) multiplied by line(vi): $ 199,170.53
</TABLE>
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section3a of the
Commission's Rules of Informal and Other Procedures
(17 CRF 202.3a) [X]
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository: 5/27/97
3
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated:
By (Signature and Title) /s/ ANN M. BONSTEEL
---------------
Assistant Secretary
Date: 5/28/97
4
<PAGE>
[LETTERHEAD OF MORRISON & FOERSTER LLP]
May 28, 1997
Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Stagecoach Funds, Inc.; Rule 24f-2 Notice
SEC File Nos. 33-42927; 811-6419
Ladies/Gentlemen:
Stagecoach Funds, Inc. (the "Company") has requested our opinion in
connection with the issuance of 11,617,670,981 shares, in the aggregate, of the
Company's funds (the "Funds"). We understand that a copy of this opinion will
be provided to the Securities and Exchange Commission pursuant to Rule 24f-
2(b)(1) under the Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the Company and
the authorization for registration and issuance of shares of each of the Funds
and, for Funds with more than one class of shares, each class of shares. The
opinion given below only relates to the laws of the State of Maryland, the state
of incorporation of the Company, and is subject to the condition that the
Company is in compliance with the provisions of any applicable laws, regulations
and permits of any state or foreign country in which any shares of each Fund or
class thereof are sold.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the above-referenced shares of each Fund has been duly and
validly authorized by all appropriate corporate action, and assuming delivery by
sale or in accord with the Company's dividend reinvestment plan in accordance
with the description set forth in the Funds' current prospectuses under the
Securities Act of 1933, the shares were legally issued and are fully paid and
nonassessable.
We consent to the submission of a copy of this opinion to the Securities
and Exchange Commission in connection with the filing of the Company's Rule 24f-
2 Notice
<PAGE>
[LETTERHEAD OF MORRISON & FOERSTER]
May 28,1997
Page Two
for the fiscal period ended March 31, 1997, as contemplated in Rule 24f-2(b)(1)
under the Investment Company Act of 1940, as amended.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
<PAGE>
EX-17(b)(i)
OVERLAND EXPRESS [FIXED INCOME FUND]
OVERLAND EXPRESS FUNDS, INC. SPECIAL MEETING OF SHAREHOLDERS
C/O OVERLAND EXPRESS NOVEMBER 20, 1997
SHAREHOLDER SERVICES
P.O. BOX 63084
SAN FRANCISCO, CA 94163 THE UNDERSIGNED HEREBY APPOINTS RICHARD H. BLANK,
JR., MICHAEL W. NOLTE AND ANN BONSTEEL (THE
"PROXIES"), AND EACH OF THEM, ATTORNEYS AND
PROXIES OF THE UNDERSIGNED, EACH WITH POWER OF
SUBSTITUTION AND RESUBSTITUTION, TO ATTEND, VOTE
AND ACT FOR THE UNDERSIGNED AT THE SPECIAL
MEETING OF SHAREHOLDERS (THE "MEETING") OF
[_________________________] OF OVERLAND EXPRESS
FUNDS, INC. ("OVERLAND") TO BE HELD AT THE
OFFICES OF STEPHENS INC., 111 CENTER STREET,
LITTLE ROCK ARKANSAS, 72211 AT 2:00 P.M. (CENTRAL
TIME) ON THURSDAY, NOVEMBER 20, 1997, AND AT ANY
ADJOURNMENT(S) THEREOF. THE PROXIES SHALL CAST
VOTES ACCORDING TO THE NUMBER OF SHARES OF THE
PORTFOLIO IDENTIFIED BELOW WHICH THE UNDERSIGNED
MAY BE ENTITLED TO VOTE WITH RESPECT TO THE
PROPOSALS SET FORTH BELOW, IN ACCORDANCE WITH THE
SPECIFICATION INDICATED, IF ANY, AND SHALL HAVE
ALL THE POWERS WHICH THE UNDERSIGNED WOULD
POSSESS IF PERSONALLY PRESENT. THE UNDERSIGNED
HEREBY REVOKES ANY PRIOR PROXY TO VOTE AT SUCH
MEETING, AND HEREBY RATIFIES AND CONFIRMS ALL
THAT SAID PROXIES, OR ANY OF THEM, MAY LAWFULLY
DO BY VIRTUE HEREOF OR THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF
THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
THE PORTFOLIO AND THE COMBINED PROXY
STATEMENT/PROSPECTUS, DATED OCTOBER 10, 1997.
THIS PROXY IS SOLICITED BY AND THESE PROPOSALS ARE PROPOSED BY THE BOARD OF
DIRECTORS OF OVERLAND, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF
BOTH PROPOSALS. FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING D.F. KING & CO.,
INC TOLL-FREE AT 1-800-659-6590 FROM 5 A.M. TO 6:00 P.M. [PACIFIC] TIME. YOU MAY
ALSO VOTE BY FAXING THE PROXY BALLOT TO ______________________ AT 1-___-___-____
OR BY MAILING IT IN THE ENCLOSED POSTAGE PAID ENVELOPE. PLEASE MAKE SURE YOU
MARK, SIGN AND DATE YOUR PROXY CARD. A CONFIRMATION OF YOUR TELEPHONE OR
TELEFACSIMILE VOTE WILL BE MAILED TO YOU.
THE PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTIONS TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
PLEASE SIGN BELOW EXACTLY AS YOUR NAME(S) APPEAR(S) HEREON. CORPORATE PROXIES
SHOULD BE SIGNED IN FULL CORPORATE NAME BY AN AUTHORIZED OFFICER. EACH JOINT
OWNER SHOULD SIGN PERSONALLY. FIDUCIARIES SHOULD GIVE FULL TITLES AS SUCH.
<TABLE>
<S> <C>
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X] KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
- ----------------------
VOTE ON PROPOSALS
- ----------------------
FOR AGN ABS 1. TO APPROVE THE AGREEMENT AND PLAN OF CONSOLIDATION ATTACHED TO THE COMBINED PROXY STATEMENT/PROSPECTUS
___ ___ ___ FOR THE MEETING PROVIDING FOR THE TRANSFER OF THE ASSETS AND LIABILITIES OF THE OVERLAND _____________
___ ___ ___ FUND TO THE _____________ FUND OF STAGECOACH FUNDS, INC. IN EXCHANGE FOR SHARES OF THE DESIGNATED
CLASSES OF THE STAGECOACH ______________ FUND.
___ ___ ___ 2. TO AUTHORIZE THE PROPER OFFICERS OF OVERLAND TO APPROVE A 0.25% INCREASE TO THE MAXIMUM LEVEL OF
___ ___ ___ DISTRIBUTION FEES PAYABLE UNDER THE RULE 12b-1 DISTRIBUTION PLAN FOR THE CLASS C SHARES OF THE
______________ FUND OF STAGECOACH FUNDS, INC. THE NEW MAXIMUM FEE PAYABLE WILL BE 0.75% OF THE AVERAGE
DAILY NET ASSETS OF THE CLASS C SHARES. IN THEIR DISCRETION, THE PROXIES, AND EACH OF THEM, ARE
AUTHORIZED TO VOTE UPON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT(S) THEREOF, INCLUDING
ANY ADJOURNMENT(S) NECESSARY TO OBTAIN REQUISITE QUORUMS AND/OR APPROVALS.
________________________________ _________________________________________ _______________________
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
</TABLE>
<PAGE>
EX-99.17(b)(ii)
________________________________________________________________________________
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS SOON AS POSSIBLE.
FOR YOUR CONVENIENCE, YOU MAY VOTE BY CALLING D.F. KING & CO., INC
TOLL-FREE AT 1-800-659-6590 FROM 8:00 A.M. TO
6:00 P.M. PACIFIC TIME. YOU MAY ALSO
VOTE BY FAXING YOUR PROXY BALLOT TO _______ AT 1-800-_________
A CONFIRMATION OF YOUR TELEPHONE OR TELEFACSIMILE
VOTE WILL BE MAILED TO YOU.
________________________________________________________________________________
OVERLAND EXPRESS FUNDS, INC.
525 Market Street
San Francisco, CA 94105
October 10, 1997
Dear Overland Shareholder:
On behalf of the Board of Directors of Overland Express Funds, Inc.
("Overland"), we are pleased to invite you to a special meeting of shareholders
on November 20, 1997 (the "Meeting"). The Meeting has been called to consider
the following two proposals, and to conduct such other business as may properly
come before the Meeting. FIRST, all shareholders will be asked to consider a
proposed consolidation of the 14 funds of Overland (the "Overland Portfolios")
into 14 corresponding funds of Stagecoach Funds, Inc. (the "Stagecoach Funds"),
which is another investment company advised by Wells Fargo Bank, N.A. (the
"Consolidation"). SECOND, Class D shareholders of the Overland California Tax-
Free Bond, Municipal Income and U.S. Government Income Funds will be asked to
consider a proposal to increase the maximum fee payable under the Rule 12b-1
Distribution Plan for the corresponding Stagecoach Fund. These proposals are
described below. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
---
BOTH OF THESE PROPOSALS.
PROPOSAL 1: THE CONSOLIDATION (ALL SHAREHOLDERS)
------------------------------------
In considering whether to approve the proposed Consolidation, you should
consider:
. SIMILAR OBJECTIVES AND POLICIES
The investment objective and policies of your new Stagecoach Fund
will, for the most part, be substantially similar to your current
Overland Portfolio's objectives and policies. In the case of the
Overland Municipal Income and U.S. Government Income Funds, and
in other limited cases, there are differences that you should
consider carefully. These
<PAGE>
differences are described in the Proxy Statement/Prospectus that
accompanies this letter.
. SIMILAR ACCESS ARRANGEMENTS
You will enjoy access to the Stagecoach Funds through
distribution, transaction and shareholder servicing arrangements
that are substantially similar to your current Overland
Portfolio's arrangements.
. SAME VALUE OF SHARES
The total dollar value of the Stagecoach Fund shares that you
receive in the Consolidation will be the same as the total dollar
value of the Overland Portfolio shares that you hold immediately
before the Consolidation. The Consolidation will not result in a
taxable gain or loss and will not trigger any shareholder
transaction costs or sales loads.
. OPERATING EXPENSE RATIOS
The annual fund operating expense ratio (after waivers) for your
Stagecoach Fund after the Consolidation will be equal to or less
than the annual fund operating expense ratio of your current
Overland Portfolio, except in the case of the Overland California
Tax-Free Money Market Fund and the Strategic Growth Fund, whose
shareholders will experience slight increases. Additional
information is contained in the Proxy Statement/Prospectus that
accompanies this letter under "Comparison of Total Expense
Ratios" and in Appendix III.
. POTENTIAL BENEFITS
Over time, the proposed Consolidation should benefit shareholders
by:
. facilitating investment management, administration and
marketing by combining the Overland Portfolios and the
Stagecoach Funds into a single mutual fund family with a
single brand entity;
. improving efficiency, including potentially achieving
economies of scale, greater portfolio diversification and
improved cash flows; and
. eliminating duplicative shareholder costs and market
overlap.
PROPOSAL 2: RULE 12B-1 FEE PROPOSAL (CLASS D SHAREHOLDERS OF INCOME
-------------------------------------------------------
PORTFOLIOS ONLY)
----------------
In considering the proposal to increase the maximum Rule 12b-1 Fee payable
by the Stagecoach Funds corresponding to the Overland California Tax-Free Bond,
Municipal Income and U.S. Government Income Funds, Class D shareholders of these
Overland Portfolios should consider:
<PAGE>
. POTENTIAL BENEFITS
The proposed fee increase should benefit Class D shareholders by:
. enhancing the prospects for the stability and long-term
viability of these Funds by ensuring that broker-dealers and
other selling agents have sufficient incentives to promote
their shares;
. facilitating the growth of the assets of these Funds,
reducing redemption rates and giving shareholders a
meaningful choice among classes, by better coordinating
distribution fee levels across retail classes; and
. achieving the benefits generally associated with higher
asset levels.
. TOTAL FUND EXPENSES
Although the maximum fee payable under the Rule 12b-1
Distribution Plan will increase, Wells Fargo Bank, N.A. and
Stephens Inc. have agreed to waive or reimburse various fees and
expenses through December 1998, so that the total level of fees
payable by Class C shareholders during such period will not be
higher than the level payable by Overland Class D shareholders.
. BOARD CONSIDERATIONS
In deciding to recommend the proposed increase in Rule 12b-1 Fees
to Class D Shareholders, the Boards of Directors of Overland and
Stagecoach Funds, Inc. considered, among other factors, the
competitive situation in the mutual fund industry. The Boards
considered the distribution fee levels paid by other unaffiliated
funds that have similar objectives and policies and are marketed
through similar distribution channels. The Boards concluded that
the proposed increase was appropriate to better ensure parity
with competing funds.
HOW TO VOTE
- -----------
The formal Notice of Special Meeting, a Proxy Statement/Prospectus and a
Proxy Ballot are enclosed. If you own shares in more than one Overland
Portfolio, more than one Proxy Ballot accompanies these proxy materials. Whether
or not you plan to attend the Special Meeting, you may vote by proxy in any of
three ways:
. BY MAIL
Mark, sign, date and return the enclosed Proxy Ballot in the
enclosed postage-paid envelope; or
. BY PHONE
Vote by calling D.F. King & Co., Inc toll-free at 1-800-659-6590
from 6:00 a.m. to 8:00 p.m. (Pacific time) (a confirmation of
your telephone vote will be mailed to you); or
<PAGE>
. BY FAX
Mark, sign, date and fax the enclosed Proxy Ballot to _______ at
1-800-_________ (a confirmation of your telefacsimile vote will
be mailed to you).
Please call or return your Proxy Ballot by mail or fax so that your vote
will be counted.
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT
YOU OWN. PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY, EITHER IN THE
ENCLOSED POSTAGE-PAID ENVELOPE, BY CALLING ________ TOLL-FREE AT 1-800-_________
OR BY TELEFACSIMILE AT 1-800-___________.
Each of these proposals and the reasons for unanimous recommendation by the
Boards of Directors of Overland and Stagecoach Funds, Inc. are discussed in
detail in the enclosed materials, which you should read carefully. If you have
any questions about either proposal, please do not hesitate to call ____________
toll free at 1-800-___-____.
Very truly yours,
Richard H. Blank, Jr.
President
<PAGE>
EX-99.17(b)(iii)
OVERLAND EXPRESS FUNDS, INC.
C/O OVERLAND EXPRESS SHAREHOLDER SERVICES
P.O. BOX 63084
SAN FRANCISCO, CA 94163
NOTICE OF SPECIAL SHAREHOLDERS MEETING
TO BE HELD ON NOVEMBER 20, 1997
TO OVERLAND EXPRESS FUNDS, INC. SHAREHOLDERS:
NOTICE IS GIVEN THAT a Special Meeting of the Shareholders of OVERLAND EXPRESS
FUNDS, INC. ("Overland") will be held at the offices of Stephens Inc.
("Stephens") on November 20, 1997, at 2:00 P.M. (Central Time) for the following
purposes:
ITEM 1. For all shareholders, a proposal to approve an Agreement and Plan
of Consolidation (the "Consolidation Agreement") providing for the transfer of
the assets and stated liabilities of each fund of Overland to a corresponding
fund of Stagecoach Funds, Inc. in exchange for shares of designated classes of
the corresponding Stagecoach fund.
ITEM 2. For Class D shareholders of the California Tax-Free Bond,
Municipal Income and U.S. Government Income Funds, a proposal to authorize the
proper officers of Overland to approve a 0.25% increase to the maximum level of
distribution fees payable under the Rule 12b-1 Distribution Plan for the Class C
shares of the corresponding Stagecoach Fund to 0.75% of the average daily net
assets of the Class C shares.
ITEM 3. For all shareholders, such other business as may properly come
before the Special Meeting or any adjournment(s).
The proposals are described in the attached Combined Proxy Statement/
Prospectus. OVERLAND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
IN FAVOR OF EACH OF THESE PROPOSALS.
Shareholders of record as of the close of business on October __, 1997, are
entitled to notice of, and to vote at, the Special Meeting or any adjournment(s)
thereof.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD, WHICH IS BEING SOLICITED BY THE
OVERLAND BOARD OF DIRECTORS. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE
MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY
SUBMITTING TO OVERLAND A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED
PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
Richard H. Blank, Jr.
Secretary
October 10, 1997
