STAGECOACH FUNDS INC /AK/, 485APOS, 1997-01-23

STAGECOACH FUNDS INC /AK/
485APOS, 1997-01-23

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<PAGE> 1
As filed with the Securities and Exchange Commission
on January 23, 1997
Registration No. 33-42927; 811-6419

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

[X]
Post-Effective Amendment No. 29

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 30 [X]

(Check appropriate box or boxes)

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

STAGECOACH FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
111 Center Street
Little Rock, Arkansas 72201
(Address of Principal Executive Offices, including Zip Code)

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

Registrant's Telephone Number, including Area Code: (800) 643-9691
Richard H. Blank, Jr.
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
(Name and Address of Agent for Service)
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W.
Washington, D.C. 20006

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

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

[X] 60 days after filing pursuant [ ] on _________ pursuant
to Rule 485(a)(1), or to Rule 485(a)(1)

[ ] 75 days after filing pursuant [ ] on ___________ pursuant
to Rule 485(a)(2), or to Rule 485(a)(2)
<PAGE> 2

If appropriate, check the following box:

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

The Registrant has registered an indefinite number of shares of its Common
Stock, $.001 par value, under the Securities Act of 1933, pursuant to Rule 24f-
2 under the Investment Company Act of 1940, as amended. The Rule 24f-2 Notice
for the fiscal period ending September 30, 1996, was filed with the Securities
and Exchange Commission on November 27, 1996.

<PAGE> 3
EXPLANATORY NOTE

This Post-Effective Amendment to the Registration Statement (the
"Amendment") of Stagecoach Funds, Inc. (the "Company") is being filed to
register Class E shares of the Company's Treasury Money Market Mutual Fund.

This Amendment does not affect the Registration Statement for any
other Class of the Treasury Money Market Mutual Fund or the Registration
Statement for the Company's Aggressive Growth, Arizona Tax-Free, Asset
Allocation, Balanced, California Tax-Free Bond, California Tax-Free Income,
California Tax-Free Money Market Mutual, California Tax-Free Money Market Trust,
Corporate Stock, Diversified Income, Equity Value, Ginnie Mae, Government Money
Market Mutual, Growth and Income, Intermediate Bond, Money Market Mutual, Money
Market Trust, National Tax-Free, National Tax-Free Money Market Mutual, Oregon
Tax-Free, Prime Money Market Mutual, Short-Intermediate U.S. Government Income,
Small Cap and U.S. Government Allocation Funds.
<PAGE> 4
Cross Reference Sheet

TREASURY MONEY MARKET MUTUAL FUND - CLASS E SHARES

Form N-1A Item Number

<TABLE>
<CAPTION>
Part A Prospectus Captions
- ------ -------------------
<S> <C>
1 Cover Page
2 Prospectus Summary; Summary of Fund Expenses
3 Not Applicable
4 The Fund and Management; Prospectus Appendix - Additional
Investment Policies
5 How the Fund Works; The Fund and Management; Management
and Servicing Fees
6 The Fund and Management; Investing in the Fund
7 Investing in the Fund; Dividend and Capital Gain Distributions; Taxes
8 Investing in the Fund
9 Not Applicable

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

10 Cover Page
11 Table of Contents
12 Introduction
13 Investment Restrictions; Additional Permitted Investment Activities;
SAI Appendix
14 Management
15 Management
16 Management; Servicing Plan; Fund Expenses
Independent Auditors
17 Portfolio Transactions
18 Capital Stock; Other
19 Determination of Net Asset Value
20 Federal Income Taxes
21 Distribution Plan
22 Performance Calculations
23 Financial Information

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

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

LOGO

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

PROSPECTUS
------------------------------

TREASURY MONEY MARKET MUTUAL FUND

CLASS E

MARCH 24, 1997

<PAGE> 6

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

DATED JANUARY 23, 1997

STAGECOACH FUNDS(R)

TREASURY MONEY MARKET MUTUAL FUND

CLASS E SHARES

Stagecoach Funds, Inc. (the "Company") is an open-end management investment
company. This Prospectus contains information about Class E shares offered by
one fund of the Stagecoach Family of Funds -- the TREASURY MONEY MARKET MUTUAL
FUND (the "Fund").

The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with current
income and stability of principal. The Fund's fundamental policy is to seek its
objective by investing its assets only in obligations issued or guaranteed by
the U.S. Treasury and in notes or other instruments collateralized or secured by
such obligations.

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

Please read this Prospectus before investing and retain it for future
reference. It is designed to provide you with important information and to help
you decide if the Fund's goals match your own. A Statement of Additional
Information ("SAI"), dated March 24, 1997, containing additional information
about the Fund has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. The SAI is
available without charge by writing to Stagecoach Funds, Inc., c/o Stagecoach
Shareholder Services, Wells Fargo Bank, N.A., P.O. Box 7066, San Francisco, CA
94120-7066 or by calling 1-800-260-5969.

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

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

WELLS FARGO BANK IS THE INVESTMENT ADVISER AND ADMINISTRATOR, AND PROVIDES THE
FUNDS WITH CERTAIN OTHER SERVICES FOR WHICH IT IS COMPENSATED. STEPHENS INC.
("STEPHENS"), WHICH IS NOT AFFILIATED WITH WELLS FARGO BANK, IS THE FUNDS'
SPONSOR, CO-ADMINISTRATOR AND DISTRIBUTOR.

PROSPECTUS DATED MARCH , 1997

<PAGE> 7

TABLE OF CONTENTS
-------

<TABLE>
<S> <C>
PROSPECTUS SUMMARY 1

SUMMARY OF FUND EXPENSES 3

HOW THE FUND WORKS 5

THE FUND AND MANAGEMENT 9

INVESTING IN THE FUND 10

DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS 14

MANAGEMENT AND SERVICING FEES 15

TAXES 19

PROSPECTUS APPENDIX -- ADDITIONAL
INVESTMENT POLICIES A-1
</TABLE>

PROSPECTUS
<PAGE> 8

PROSPECTUS SUMMARY

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

Q. WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A. The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with current
income and stability of principal. The Fund's fundamental policy is to seek
its objective by investing its assets only in obligations issued or
guaranteed by the U.S. Treasury and in notes and other instruments,
including repurchase agreements, collateralized or secured by such
obligations.

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

A. Investments in the Fund are not bank deposits or obligations of Wells Fargo
Bank and are not insured by the FDIC, nor are they insured or guaranteed
against loss of principal. Therefore, investors should be willing to accept
some risk with money invested in the Fund. Although the Fund seeks to
maintain a stable net asset value of $1.00 per share, there is no assurance
that it will be able to do so. The Fund may not achieve as high a level of
current income as other mutual funds that do not limit their investments to
the high credit quality instruments in which the Fund invests. As with all
mutual funds, there can be no assurance that the Fund will achieve its
investment objective. See "How the Fund Works -- Risk Factors" in this
Prospectus and "Additional Investment Activities" in the SAI for further
information about Fund Investments and related risks.

Q. WHO MANAGES MY INVESTMENTS?

A. Wells Fargo Bank, as the Fund's investment adviser, manages your investments.
Wells Fargo Bank also provides the Fund with administrative, transfer
agency, dividend disbursing agency, and custodial services. In addition,
Wells Fargo Bank is a shareholder servicing agent and selling agent for the
Fund. See "The Fund and Management" and "Management and Servicing Fees" for
further information.

Q. HOW DO I INVEST?

A. Qualified investors may invest by purchasing Class E shares of the Fund at
the net asset value per share without a sales charge ("NAV"). Qualified
investors include certain customers of affiliate, franchise or correspondent
banks of Wells Fargo & Company and other selected institutions
("Institutions"). Customers may include individuals, trusts, partnerships
and corporations. Purchases are effected through the

1 PROSPECTUS
<PAGE> 9

customer's account with the Institution under the terms of the customer's
account agreement with the Institution. Investors wishing to purchase a
Fund's Class E shares should contact their account representatives.
Investors are not subject to minimum initial or subsequent purchase amount
requirements. See "Investing in the Funds" for additional information.

Q. HOW WILL I RECEIVE DIVIDEND AND ANY CAPITAL GAIN DISTRIBUTIONS?

A. Dividends are declared daily and distributed monthly and any capital gains
are distributed at least annually. All distributions are automatically
reinvested in additional Class E shares of the Fund at NAV. Shareholders may
also elect to receive dividends in cash. See "Dividend and Capital Gain
Distributions" for additional information.

Q. HOW MAY I REDEEM SHARES?

A. You may redeem shares at NAV, without charge by the Company. Class E shares
held by an Institution on behalf of its customers must be redeemed under the
terms of the customer's account agreement with the Institution. Institutions
are responsible for transmitting redemption requests to the Company
crediting its customers' accounts. The Company reserves the right to impose
charges for wiring redemption proceeds. See "Investing in the
Fund -- Redemption of Class E Shares."

PROSPECTUS 2
<PAGE> 10

SUMMARY OF FUND EXPENSES

Class E Shares

SHAREHOLDER TRANSACTION EXPENSES

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

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

<TABLE>
<CAPTION>
TREASURY MONEY
MARKET MUTUAL FUND
<S> <C>
Management Fee (after waivers or reimbursements)(1)...... 0.12%
Rule 12b-1 Fee........................................... 0.25%
Other Expenses (after waivers or reimbursements)(2)...... 0.28%
TOTAL FUND OPERATING EXPENSES (after waivers or
reimbursements)(3)..................................... 0.65%
</TABLE>

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

(1) Management Fee (before waivers or reimbursements) would be 0.25%.

(2) Other Expenses (before waivers or reimbursements) would be 0.32%.

(3) Total Fund Operating Expenses (before waivers or reimbursements) would be
0.82%.

Note: The table does not reflect any charges that may be imposed by Wells Fargo
Bank or another Institution directly on certain customer accounts in
connection with an investment in the Fund.

3 PROSPECTUS
<PAGE> 11

EXAMPLE OF EXPENSES

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following
expenses on a $1,000 investment in the
Fund's Class E shares, assuming (A) a 5%
annual return and (B) redemption at the
end of each time period indicated: $7 $ 21 $36 $ 81
</TABLE>

EXPLANATION OF TABLES

The purpose of the foregoing tables is to help a shareholder understand the
various costs and expenses that an investor in the Fund will pay directly or
indirectly.

SHAREHOLDER TRANSACTION EXPENSES are charges incurred when a shareholder buys
or sells Fund shares. Class E shares are sold with no shareholder transaction
expenses imposed by the Company. However, the Company reserves the right to
impose a charge for wiring redemption proceeds.

ANNUAL FUND OPERATING EXPENSES are based on applicable contract amounts,
except as otherwise indicated. The amount shown under "Management Fee" reflects
the amount incurred by the Fund during the prior fiscal year restated to reflect
voluntary fee waivers and expense reimbursements expected to reduce expenses
during the current year. The amount shown under "Other Expenses" reflects
estimated amounts expected to be in effect during the current year. Wells Fargo
Bank and Stephens have each agreed to waive or reimburse all or a portion of
their respective fees charged to, or expenses paid by, the Fund to ensure that
the "Total Fund Operating Expenses" do not exceed, on an annual basis, 0.25% of
the Treasury Money Market Mutual Fund's average daily net assets through August
31, 1997. Any waivers or reimbursements will reduce the Fund's total expenses.
There can be no assurance that waivers or reimbursements will continue after
that time. For more complete descriptions of the various costs and expenses you
can expect to incur as an investor in the Fund, please see "Investing in the
Fund -- How to Buy Shares" and "Management and Servicing Fees."

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

PROSPECTUS 4
<PAGE> 12

HOW THE FUND WORKS

INVESTMENT OBJECTIVE AND POLICIES

Set forth below is a description of the investment objective and related
policies of the Fund. The Fund seeks to maintain a net asset value of $1.00 per
share. Its assets consist only of obligations with remaining maturities (as
defined by the SEC) of 397 days (13 months) or less at the date of acquisition,
and the dollar-weighted average maturity of the Fund's investments is 90 days or
less. There can be no assurance that the Fund's investment objective will be
achieved or that the Fund will be able to maintain a net asset value of $1.00
per share. A more complete description of the Fund's investments and investment
activities is contained in "Prospectus Appendix - Additional Investment
Policies" and the SAI.

The TREASURY MONEY MARKET MUTUAL FUND seeks to provide investors with current
income and stability of principal. The Fund's fundamental policy is to invest
only in obligations issued or guaranteed by the U.S. Treasury and in notes and
other instruments, including repurchase agreements, collateralized or secured by
such obligations.

The Fund's investment objective and fundamental policy may not be changed
without the vote of a majority of the outstanding shares of the Fund.

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

U.S. Treasury and U.S. Government Obligations. The Fund may invest only in
obligations issued or guaranteed by the U.S. Treasury such as bills, notes,
bonds and certificates of indebtedness, and in notes and repurchase agreements
collateralized or secured by such obligations. These obligations may also
include U.S. Treasury STRIPS (U.S. Treasury securities that have been separated
into their component parts of principal and interest payments and recorded as
such in the Federal Reserve book-entry record keeping system). U.S. Government
obligations in which the Fund may invest include securities issued or guaranteed
as to principal and interest by the U.S. Government and supported by the full
faith and credit of the U.S. Treasury. U.S. Treasury obligations differ mainly
in the length of their maturity. Treasury bills, the most frequently issued
marketable government securities, have a maturity of up to one year and are
issued on a

5 PROSPECTUS
<PAGE> 13

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

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

A more complete description of the Fund's investments and investment
activities is contained in "Prospectus Appendix -- Additional Investment
Policies" and in the SAI.

RISK FACTORS

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

The Fund, under the 1940 Act, must comply with certain investment criteria
designed to provide liquidity, reduce risk, and allow the Fund to maintain a
stable net asset value of $1.00 per share. The Fund's dollar-weighted average
portfolio maturity must not exceed 90 days. Any security that the Fund purchases
must have a remaining maturity of not more than 397 days. In addition, the Fund
purchases must present minimal credit risks and be of the highest quality (i.e.,
be rated in the top rating category by the requisite NRSROs or, if unrated,
determined to be of comparable quality to such rated

PROSPECTUS 6
<PAGE> 14

securities by Wells Fargo Bank, as the Fund's investment adviser, under
guidelines adopted by the Company's Board of Directors).

The portfolio debt instruments of the Fund are subject to credit and
interest-rate risk. Credit risk is the risk that issuers of the debt instruments
in which the Fund invests may default on the payment of principal and/or
interest. Interest-rate risk is the risk that increases in market interest rates
may adversely affect the value of the debt instruments in which the Fund invests
and hence the value of your investment in the Fund.

The Fund seeks to reduce risk by investing its assets in securities of various
issuers. As such, the Fund is considered to be diversified for purposes of the
1940 Act. In addition, the Fund emphasizes safety of principal and high credit
quality. In particular, the internal investment policies of Wells Fargo Bank,
the Fund's investment adviser, prohibit the purchase for the Fund of many types
of floating-rate derivative securities that are considered potentially volatile.
The following types of derivative securities ARE NOT permitted investments for
the Fund:

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

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

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

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

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

Additionally, the Fund may not invest in securities whose interest rate reset
provisions are tied to an index that materially lags short-term interest rates,
such as Cost of Funds Index floaters. The Fund may invest only in floating-rate
securities that bear interest at a rate that resets quarterly or more frequently
and which resets based on changes in standard money market rate indices such as
U.S. Treasury bills, London Interbank Offered Rate or LIBOR, the prime rate,
published commercial paper rates, federal funds rates, Public Securities
Associates floaters or JJ Kenney index floaters.

The Fund restricts its investment to U.S. Treasury obligations that meet all
of the standards described above. Obligations issued or guaranteed by the U.S.
Treasury have historically involved little risk of loss of principal if held to
maturity. However, due to fluctuations in interest rates, the market value of
such obligations may vary during the period a shareholder owns shares of the
Fund. It should be noted that neither the

7 PROSPECTUS
<PAGE> 15

United States, nor any agency or instrumentality thereof, has guaranteed,
sponsored or approved the Fund or its shares.

Generally, securities in which the Fund invests will not earn as high a yield
as securities of longer maturity and/or of lesser quality that are more subject
to market volatility. The Fund attempts to maintain the value of its shares at a
constant $1.00 per share, although there can be no assurance that the Fund will
always be able to do so. See "Prospectus Appendix -- Additional Investment
Policies" and the SAI for further information about investment policies and
risks.

PERFORMANCE

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

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

Average annual total return of Class E shares is based on the overall dollar
or percentage change of an investment in such shares and assumes the investment
is at NAV and all dividends and any capital-gain distributions attributable to a
class are also reinvested at NAV in shares of the class.

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

Additional performance information is contained in the SAI under "Performance
Calculations" and in the Annual Report, which are available upon request without
charge by calling the Company at 1-800-260-5969 or by writing the Company at the
address shown on the inside front cover of the Prospectus.

PROSPECTUS 8
<PAGE> 16

THE FUND AND MANAGEMENT

THE FUND

The Fund is a part of the Stagecoach Family of Funds. The Company was
organized as a Maryland corporation on September 9, 1991 and currently offers
shares of twenty-four other funds. Most of the Company's funds are authorized to
issue multiple classes of shares, one class generally subject to a front-end
sales charge and, in some cases, a class subject to a contingent-deferred sales
charge, that are offered to retail investors. Certain of the Company's funds
also are authorized to issue other classes of shares, which are sold primarily
to institutional investors at NAV. The Treasury Money Market Mutual Fund offers
four classes of shares: Class A, Service Class, Institutional Class and Class E.
Each class of shares represents an equal proportionate interest in a Fund with
other shares of the same class. Shareholders of each class bear their pro rata
portion of a Fund's operating expenses except for certain class-specific
expenses that are allocated to a particular class and, accordingly, may affect
performance. For information on another fund or a class of shares, please call
Stagecoach Shareholder Services at 1-800-260-5969 or write the Company at the
address shown on the inside front cover of the Prospectus.

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

MANAGEMENT

Wells Fargo Bank serves as the Fund's investment adviser, administrator,
custodian, transfer agent and dividend disbursing agent (the "Transfer Agent").
In addition, Wells Fargo Bank serves as a shareholder servicing agent and
selling agent of the Fund. Wells Fargo Bank, one of the largest banks in the
United States, was founded in 1852 and is the oldest bank in the western United
States. As of December 31, 1996 Wells Fargo Bank and its affiliates provided
investment advisory services for approximately $54 billion of assets of
individuals, trusts, estates and institutions. Wells Fargo Bank also serves as
investment adviser to other separately managed funds (or the master portfolio in
which a

9 PROSPECTUS
<PAGE> 17

fund may invest) of the Company, and as investment adviser or sub-adviser to
separately managed funds of five other registered, open-end, management
investment companies. Wells Fargo Bank, a wholly-owned subsidiary of Wells Fargo
& Company, is located at 420 Montgomery Street, San Francisco, California 94104.

Subsequent to its acquisition by Wells Fargo & Company on April 1, 1996, Wells
Fargo Investment Management, Inc. ("WFIM") (formerly, First Interstate Capital
Management, Inc.) served as investment adviser to the predecessor portfolio.
WFIM, a wholly-owned subsidiary of Wells Fargo Bank, has changed its name to
Wells Capital Management Incorporated and is located at 444 Market Street, San
Francisco, California 94105. Prior to March 18, 1994, the predecessor
portfolio's investment adviser was San Diego Financial Capital Management, Inc.,
which was acquired by First Interstate Bancorp through its merger with San Diego
Financial Corporation.

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

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

INVESTING IN THE FUND

Class E shares may be purchased on any day the Fund is open for business (a
"Business Day"). The Fund is open Monday through Friday and is closed on
weekends and federal bank holidays. On any day the trading markets for both U.S.
government securities and money market instruments close early, the Fund will
close early. On these days, the NAV calculation time and the purchase and
redemption cut-off times discussed below may be earlier than 12:00 Noon.

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

PROSPECTUS 10
<PAGE> 18

SHARE VALUE

The value of a share of each class is its NAV. Wells Fargo Bank calculates the
NAV of each class of the Fund as of 12:00 Noon and 1:00 p.m. (Pacific time) on
each Business Day. The NAV per share of each class of shares of the Fund is
computed by dividing the value of the Fund's assets allocable to a particular
class, less the liabilities charged to that class by the total number of
outstanding shares of that class. All expenses are accrued daily and taken into
account for the purpose of determining the NAV. As noted above, the Fund seeks
to maintain a constant $1.00 NAV share price, although there is no assurance
that it will be able to do so.

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

PURCHASE OF CLASS E SHARES

Class E shares of the Fund are sold at NAV (without a sales charge) on a
continuous basis primarily to certain customers ("Customers") of affiliate,
franchise or correspondent banks of Wells Fargo & Company and other selected
institutions (previously defined as Institutions). Customers may include
individuals, trusts, partnerships and corporations. Share purchases are effected
through a Customer's account at an Institution under the terms of the Customer's
account agreement with the Institution, and confirmations of share purchases and
redemptions are sent by the Funds to the Institution involved. Investors are not
subject to minimum initial or subsequent purchase amount requirements.

Institutions (or their nominees), acting on behalf of their Customers,
normally are the holders of record of Class E shares. Customers' beneficial
ownership of Institutional Class shares is reflected in the account statements
provided by Institutions to their Customers. The exercise of voting rights and
the delivery to Customers of shareholder communications from the Fund is
governed by the Customers' account agreements with an Institution. Investors
wishing to purchase Class E shares of the Fund should contact their account
representatives.

Class E shares of the Fund are sold at the NAV per share next determined after
a purchase order has become effective. Purchase orders placed by an Institution
must be received by the Company by 12:00 Noon (Pacific time) on any Business
Day. Payment for such shares may be made by Institutions in federal funds or
other funds immediately available to the custodian no later than 1:00 p.m.
(Pacific time) on that Business Day.

11 PROSPECTUS
<PAGE> 19

Institutions are responsible for transmitting orders for purchases by their
Customers and delivering required funds on a timely basis. If funds are not
received within the periods described above, the order will be canceled, notice
thereof will be given, and the Institution will be responsible for any loss to
the Fund or its shareholders.

Institutions may charge certain account fees depending on the type of account
the investor has established with the Institution. In addition, an Institution
may receive fees from the Fund with respect to the investments of its Customers
as described under "Management and Servicing Fees." Payment for Class E shares
of the Fund may, in the discretion of the investment adviser, be made in the
form of securities that are permissible investments for the Fund. For further
information see "Additional Purchase and Redemption Information" in the SAI.

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

WIRE INSTRUCTIONS DIRECT PURCHASES BY INSTITUTIONS

1. Complete an Account Application.

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

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

Attention: Stagecoach Funds (Treasury Money Market Mutual Fund, Class E
shares)

Account Name(s): Name(s) in which to be registered
Account Number: (if investing into an existing account)

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

Wells Fargo Bank, N.A.
Stagecoach Shareholder Services
P.O. Box 7066
San Francisco, California 94120-7066
Telefacsimile: 1-415-781-4082

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

PROSPECTUS 12
<PAGE> 20

STATEMENTS AND REPORTS

Institutions (or their nominees) typically send investors a confirmation or
statement of the account after every month in which there has been a transaction
that affects their share balance or the Fund account registration. Every
January, you will be provided a statement with tax information for the previous
year to assist you in tax return preparation. At least twice a year,
shareholders receive financial statements.

REDEMPTION OF CLASS E SHARES

Redemption requests are effected at the NAV per share next determined after
receipt of a redemption request in good order by the Company. Class E shares
held by an Institution on behalf of its Customers must be redeemed in accordance
with instructions and limitations pertaining to the Customer's accounts at the
Institution. Institutions are responsible for transmitting redemption requests
to the Company and crediting its Customers' accounts with the redemption
proceeds on a timely basis. The redemption proceeds for Class E shares of the
Fund normally are wired to the redeeming Institution the following Business Day
after receipt of the request by the Company. The Company reserves the right to
delay the wiring of redemption proceeds for up to seven days after it receives a
redemption order if, in the judgment of the investment adviser, an earlier
payment could adversely affect the Fund or unless the SEC permits a longer
period under extraordinary circumstances. Such extraordinary circumstances could
include a period during which an emergency exists as a result of which (a)
disposal by the Fund of securities owned by it is not reasonably practicable or
(b) it is not reasonably practicable for the Fund to fairly determine the value
of its net assets, or a period during which the SEC by order permits deferral of
redemptions for the protection of security holders of the Fund.

With respect to shareholders who do not have a relationship with an
Institution, shares of the Fund may be redeemed by writing or calling the Fund
directly at the address or phone number shown on the first page of the
Prospectus. When Class E shares are redeemed directly from the Fund, the Company
ordinarily send the proceeds by check to the shareholder at the address of
record on the next Business Day unless payment by wire is requested. The Company
may take up to seven days to make payment, although this will not be the
customary practice. Also, if the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than the customary weekend or
holiday closing or if an emergency condition as determined by the SEC merits
such action, the Fund may suspend redemptions or postpone payment dates.

To be accepted by the Fund, a letter requesting redemption must include: (i)
the Fund's name and account registration from which the Class E shares are being
redeemed; (ii) the account number; (iii) the amount to be redeemed; (iv) the
signatures of all registered owners; and (v) a signature guarantee by any
eligible guarantor institution. An "eligible guarantor institution" includes a
commercial bank that is an FDIC member,

13 PROSPECTUS
<PAGE> 21

a trust company, a member firm of a domestic stock exchange, a savings
association, or a credit union that is authorized by its charter to provide a
signature guarantee. Signature guarantees by notaries public are not acceptable.
Further documentation may be requested from corporations, administrators,
executors, personal representatives, trustees or custodians.

All redemptions of Class E shares of the Fund are made in cash, except that
the commitment to redeem Class E shares in cash extends only to redemption
requests made by each Fund shareholder during any 90-day period of up to the
lesser of $250,000 or 1% of the NAV of the Fund at the beginning of such period.
This commitment is irrevocable without the prior approval of the SEC. In the
case of redemption requests by shareholders in excess of such amounts, the Board
of Directors reserves the right to have the Fund make payment, in whole or in
part, in securities or other assets, in case of an emergency or any time a cash
distribution would impair the liquidity of the Fund to the detriment of the
existing shareholders. In this event, the securities would be valued in the same
manner as the securities of the Fund are valued. If the recipient were to sell
such securities, the investors would incur brokerage charges.

REDEMPTIONS BY TELEPHONE

Telephone exchange or redemption privileges authorize the Transfer Agent to
act on telephone instructions from any person representing himself or herself to
be the shareholder of record and reasonably believed by the Transfer Agent to be
genuine. The Company requires the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification, to confirm that
instructions are genuine and, if it does not follow such procedures, the Company
and the Transfer Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Company nor the Transfer Agent will be
liable for following telephone instructions reasonably believed to be genuine.

DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS

Dividends from net investment income of the Fund are declared daily payable to
Class E shareholders of record as of 12:00 p.m. (Pacific time). Class E
shareholders begin earning dividends on the Business Day the investment is
effected and continue to earn dividends through the day before the date that the
shares are redeemed. Dividends for a Saturday, Sunday or Holiday are declared
payable to shareholders of record as of the preceding Business Day. The Fund
declares and distributes any capital gains at least annually. Expenses, such as
state securities registration fees and transfer agent fees, that

PROSPECTUS 14
<PAGE> 22

are attributable to a particular class may affect the relative dividends and/or
capital-gain distributions of a class of shares.

Dividends declared in a month generally are distributed on the last Business
Day of the each month. Dividends and any capital-gain distributions are
automatically invested in additional whole and fractional shares unless the
shareholder has elected to receive distributions in cash.

MANAGEMENT AND SERVICING FEES

INVESTMENT ADVISER

Subject to the overall supervision of the Company's Board of Directors, Wells
Fargo Bank, as the Fund's investment adviser, provides investment guidance and
policy direction in connection with the management of the Fund's assets. Wells
Fargo Bank also furnishes the Board of Directors with periodic reports on the
Fund's investment strategies and performance. For these services, Wells Fargo
Bank is entitled to receive monthly investment advisory fees at the annual rate
of 0.25% of the average daily net assets of each Fund. From time to time, Wells
Fargo Bank may waive such fees in whole or in part. Any such waiver will reduce
the expenses of the Fund and, accordingly, have a favorable impact on the Fund's
performance. From time to time, the Fund, consistent with its investment
objective, policies and restrictions, may invest in securities of entities with
which Wells Fargo Bank has a lending relationship. For the fiscal year ended
September 30, 1996, the Treasury Money Market mutual Fund paid an advisory fee
at the annual rate of 0.13% of its average daily net assets. For periods prior
to September 6, 1996, this amount includes an advisory fee paid by the
predecessor portfolio to Wells Fargo Investment Management, Inc.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

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

INSTITUTIONS AND SHAREHOLDER SERVICING AGENTS

The Fund has entered into a Shareholder Servicing Agreement on behalf of Class
E shares with Wells Fargo Bank and may enter into similar agreements with other

15 PROSPECTUS
<PAGE> 23

Institutions ("Shareholder Servicing Agents"). Under such agreements,
Shareholder Servicing Agents (including Wells Fargo Bank) agree, as agents for
their customers, to provide shareholder administrative and liaison services with
respect to Fund shares, which include, without limitation, aggregating and
transmitting shareholders orders for purchases, exchanges and redemptions;
maintaining shareholder accounts and records; exchanges and redemptions; and
providing such other related services as the Company or a shareholder may
reasonably request. For these services, a Shareholder Servicing Agent is
entitled to receive a fee at the annual rate of up to 0.25% of the average daily
net assets attributable to the Class E shares owned of record or beneficially by
investors with whom the Shareholder Servicing Agent maintains a servicing
relationship. In no case shall payments exceed any maximum amount that may be
deemed applicable under applicable laws, regulations or rules, including the
Conduct Rules of the NASD ("NASD Rules").

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

ADMINISTRATOR AND CO-ADMINISTRATOR

Subject to the overall supervision of the Company's Board of Directors, Wells
Fargo Bank as administrator and Stephens as co-administrator, provide the Fund
with administrative services, including general supervision of the Fund's
operation, coordination of the other services provided to the Fund, compilation
of information for reports to the SEC and the state securities commissions,
preparation of proxy statements and shareholder reports, and general supervision
of data compilation in connection with preparing periodic reports to the
Company's Directors and officers. Wells Fargo Bank and Stephens also furnish
office space and certain facilities to conduct the Fund's business, and Stephens
compensates the Company's Directors and officers who are affiliated with
Stephens. For these administrative services, Wells Fargo Bank and Stephens are
entitled to receive a monthly fee at the annual rate of 0.04% and 0.02%,
respectively, of the Fund's average daily net assets. Wells Fargo Bank and
Stephens may delegate certain of their respective administrative duties to
sub-administrators.

Stephens previously provided substantially the same services as sole
administrator to the Fund. For the year ended September 30, 1996, the Treasury
Money Market Mutual Fund paid administrative fees at the annual rate of 0.09% of
the Fund's average daily net assets. For the period prior to September 6, 1996,
this includes amounts paid to The Dreyfus Corporation by the predecessor
portfolio.

PROSPECTUS 16
<PAGE> 24

SPONSOR AND DISTRIBUTOR

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

Stephens, as the principal underwriter of the Fund within the meaning of the
1940 Act, has entered into a Distribution Agreement with the Company under which
Stephens acts as agent for the Fund for the sale of its shares and may enter
into selling agreements with other agents ("Selling Agents") that wish to make
available shares of the Fund to their respective customers.

The Company also has adopted Distribution Plans under Rule 12b-1 (the
"Plans"). Under the Plans, and on behalf of the Class E shares of the Treasury
Money Market Mutual Fund, the Company may defray all or part of the actual cost
of preparing and printing prospectuses and other promotional materials and of
delivering prospectuses and those materials to prospective Class E shareholders
by paying on an annual basis up to 0.25% of the average daily net assets
attributable to its shares. Pursuant to the Plan for the Class E shares of the
Treasury Money Market Mutual Fund, Stephens is entitled to receive as
compensation for distribution-related services, a monthly fee at an annual rate
of up to 0.25% of the average daily net assets attributable to the Class E
shares. Distribution related services may include, among other services, costs
and expenses for advertisements, sales literature, direct mail or any other form
of advertising; expenses of sales employee or agents of the Distributor,
including salary, commissions, travel and related expenses; payments to
broker-dealers and financial institutions for services in connection with the
distribution of shares, including promotional incentives and fees calculated
with reference to the average daily net asset value of shares held by
shareholders that have a brokerage or other service relationship with the
broker-dealer or other institution receiving such fees; costs of printing
prospectuses and other materials to be given or sent to prospective investors;
and other similar services as the Directors determine to be reasonably
calculated to result in the sale of shares of each Fund. In addition, the Plan
contemplates that, to the extent any fees payable pursuant to a Shareholder
Servicing Agreement (discussed above) are deemed to be for distribution related
services, such payments are approved and payable pursuant to the Plan.

Under the Distribution Agreement, Stephens may enter into Selling Agreements
with Selling Agents that wish to make available shares of the Fund to their
respective customers. On behalf of the Class E shares, the Fund may participate
in joint distribution activities with any of the other funds of the Company, in
which event, expenses reimbursed out of the assets of the Fund may be
attributable, in part, to the distribution-

17 PROSPECTUS
<PAGE> 25

related activities of another fund of the Company. Generally, the expenses
attributable to joint distribution activities are allocated between the Fund and
the other funds of the Company in proportion to their relative net asset sizes,
although the Company's Board of Directors may allocate such expenses in any
other manner that it deems fair and equitable.

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

Financial institutions acting as Shareholder Servicing Agents or Selling
Agents, or in certain other capacities, may be required to register as dealers
pursuant to applicable state securities laws which may differ from federal law
and any interpretations expressed herein.

FUND EXPENSES

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

PROSPECTUS 18
<PAGE> 26

TAXES

Distributions from a Fund's net investment income and net short-term capital
gains, if any, are designated as dividend distributions and taxable to the
Fund's shareholders as ordinary income. Distributions from the Fund's net
long-term capital gains, if any, are designated as capital gain distributions
and taxable to the Fund's shareholders as long-term capital gains. In general,
your distributions will be taxable when paid, whether you take such
distributions in cash or have them automatically reinvested in additional Fund
shares. However, distributions declared in October, November, and December and
distributed by the following January will be taxable as if they were paid by
December 31.

Foreign shareholders may be subject to different tax treatment, including
withholding taxes. See "Federal Income Taxes -- Foreign Shareholders" in your
SAI. In certain circumstances, U.S. residents may also be subject to withholding
taxes. See "Federal Income Taxes -- Backup Withholding" in your SAI.

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

19 PROSPECTUS
<PAGE> 27

PROSPECTUS APPENDIX --
ADDITIONAL INVESTMENT POLICIES

FUND INVESTMENTS

The Treasury Money Market Mutual Fund may invest in the following:

(i) obligations issued or guaranteed by the U.S. Treasury such as bills,
notes, bonds and certificates of Indebtedness, and in notes and
repurchase agreements collateralized or secured by such obligations (see
below);

(ii) certain repurchase agreements ("repurchase agreements") (discussed
below);

(iii) certain floating- and variable-rate instruments ("variable-rate
instruments);

(iv) securities purchased on a "when-issued" basis and securities purchased
or sold on a "forward-commitment" basis or "delayed-settlement" basis"
(discussed below);

(v) certain securities issued by other investment companies.

U.S. Government Obligations

The Fund may invest in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government Obligations").
Payment of principal and interest on U.S. Government Obligations (i) may be
backed by the full faith and credit of the United States (as with U.S. Treasury
bills and GNMA certificates) or (ii) may be backed solely by the issuing or
guaranteeing agency or instrumentality itself (as with FNMA notes). In the
latter case investors must look principally to the agency or instrumentality
issuing or guaranteeing the obligation for ultimate repayment, which agency or
instrumentality may be privately owned. There can be no assurance that the U.S.
Government will provide financial support to its agencies or instrumentalities
where it is not obligated to do so. In addition, U.S. Government Obligations are
subject to fluctuations in market value due to fluctuations in market interest
rates. As a general matter, the value of debt instruments, including U.S.
Government Obligations, declines when market interest rates increase and rises
when market interest rates decrease. Certain types of U.S. Government
Obligations are subject to fluctuations in yield or value due to their structure
or contract terms.

Repurchase Agreements

The Fund may enter into repurchase transactions in which the seller of a
security to the Fund agrees to repurchase that security from the Fund at a
mutually agreed-upon time

A-1 PROSPECTUS
<PAGE> 28

and price. The period of maturity is usually quite short, often overnight or a
few days, although it may extend over a number of months. The Fund may enter
into repurchase agreements only with respect to securities that could otherwise
be purchased by the Fund, and all repurchase transactions must be
collateralized. The Fund may incur a loss on a repurchase transaction if the
seller defaults and the value of the underlying collateral declines or is
otherwise limited or if receipt of the security or collateral is delayed. The
Fund may participate in pooled repurchase agreement transactions with other
funds advised by Wells Fargo Bank. See "Additional Permitted Investment
Activities" in the SAI for additional information.

Floating- and Variable-Rate Instruments

The Fund may purchase debt instruments with interest rates that are
periodically adjusted at specified intervals or whenever a benchmark rate or
index changes. These adjustments generally limit the increase or decrease in the
amount of interest received on the debt instruments. The floating- and
variable-rate instruments that the Fund may purchase include certificates of
participation in such instruments. Floating- and variable-rate instruments are
subject to interest-rate risk and credit risk. See "Additional Permitted
Investment Activities" in the SAI for additional information.

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

The Fund may purchase securities on a "when-issued" basis and may purchase or
sell securities on a "forward-commitment" basis. The Fund may also purchase or
sell securities on a "delayed-settlement" basis. When-issued and
forward-commitment transactions, which involve a commitment by a Fund to
purchase or sell particular securities with payment and delivery taking place at
a future date (perhaps one or two months later), permit the Fund to lock in a
price or yield on a security it owns or intends to purchase, regardless of
future changes in interest rates. Delayed settlement describes settlement of a
securities transaction in the secondary market that will occur sometime in the
future. When-issued, forward-commitment and delayed-settlement transactions
involve the risk, however, that the yield or price obtained in a transaction may
be less favorable than the yield or price available in the market when the
securities delivery takes place. The Fund's forward commitments, when-issued
purchases and delayed settlements are not expected to exceed 25% of the value of
the Fund's total assets absent unusual market conditions. The Fund does not
intend to engage in these transactions for speculative purposes but only in
furtherance of its investment objectives.

Other Investment Companies

The Fund may invest up to 10% of its assets in shares of other open-end
investment companies that invest exclusively in the high-quality, short-term
money market

PROSPECTUS A-2
<PAGE> 29

instruments in which the Fund may invest. The Fund may only invest in shares of
other investment companies that are structured to seek an investment objective
that is similar to the Fund's investment objective. The investment companies can
be expected to charge management fees and other operating expenses that would be
in addition to those charged to a Fund; however, the Funds' adviser has
undertaken to waive its advisory fees with respect to that portion of the Fund's
assets so invested. The Fund may invest in shares of other open-end investment
companies up to the limits prescribed by the 1940 Act.

Illiquid Securities

The Fund may invest in securities not registered under the 1933 Act and other
securities subject to legal or other restrictions on resale. Because such
securities may be less liquid than other investments, they may be difficult to
sell promptly at an acceptable price. Delay or difficulty in selling securities
may result in a loss or be costly to the Fund.

INVESTMENT POLICIES AND RESTRICTIONS

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

Fundamental Investment Policies

As matters of fundamental policy, the Fund may: (i) borrow from banks up to
20% of the current value of its net assets only for temporary purposes in order
to meet redemptions, and these borrowings may be secured by the pledge of up to
10% of the current value of its net assets (but investments may not be purchased
by the Fund while any such outstanding borrowing in excess of 5% of its net
assets exists); and (ii) not invest more than 25% of its assets (i.e.,
concentrate) in any particular industry, excluding, U.S. Government obligations.

These investment restrictions are applied at the time investment securities
are purchased. As a matter of nonfundamental policy, the Fund may make loans of
portfolio securities or other assets, although the Fund does not intend to do so
during the current fiscal year.

A-3 PROSPECTUS
<PAGE> 30

Non-Fundamental Investment Policies

As a matter of nonfundamental policy, the Fund may not: (i) purchase
securities of any issuer (except for U.S. Government obligations, for certain
temporary purposes and for certain guarantees and unconditional puts) if as a
result more than 5% of the value of its total assets would be invested in the
securities of such issuer, except that the Fund may invest up to 25% of its
assets in the highest-rated obligations of any one issuer for a period of up to
three business days, or if the Fund would own more than 10% of the outstanding
voting securities of such issuer; and (ii) invest more than 10% of the current
value of its net assets in securities that are illiquid by virtue of the absence
of a readily available market or legal or contractual restrictions on resale or
that have maturities of more than seven days. With respect to item (i), it may
be possible that the Company would own more than 10% of the outstanding voting
securities of an issuer. For purposes of item (ii), repurchase agreements that
do not provide for payment to the Fund within seven days after notice are
subject to this 10% limit, unless the Company's Board of Directors or the Fund's
investment adviser, pursuant to guidelines adopted by the Board of Directors,
determines that a liquid trading market exists.

Illiquid securities shall not include (a) securities eligible for resale
pursuant to Rule 144A Securities Act of 1933 (the "1933 Act") Act that have been
determined to be liquid by the adviser, pursuant to guidelines established by
the Company's Board of Directors, and (b) commercial paper sold under Section
4(2) of the 1933 Act that (i) is not traded flat or in default as to interest or
principal and (ii) is rated in one of the two highest categories by at least two
NRSROs and the adviser, pursuant to guidelines established by the Company's
Board of Directors, has determined the commercial paper to be liquid; or (iii)
is rated in one of the two highest categories by one NRSRO and the adviser,
pursuant to guidelines established by the Company's Board of Directors, has
determined that the commercial paper is of equivalent quality and is liquid, if
by any reason thereof the value of its aggregate investment in such classes of
securities will exceed 10% of its total assets.

PROSPECTUS A-4
<PAGE> 31

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LOGO

P.O. Box 7066
San Francisco, CA 94120-7066

STAGECOACH MONEY MARKET MUTUAL FUNDS:
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
- are NOT FDIC insured
- are NOT deposits or obligations of Wells Fargo Bank
- are NOT guaranteed by Wells Fargo Bank
- involve investment risk, including possible loss of
principal
- seek to maintain a stable net asset value of $1.00 per LOGO
share, however, there can be no assurance that either
fund will meet this goal. Yields and returns will vary
with market conditions.
</TABLE>

LOGO

Printed on Recycled Paper SC (3/97)

<PAGE> 33

STAGECOACH FUNDS(R), INC.

Telephone: 1-800-222-8222

STATEMENT OF ADDITIONAL INFORMATION
Dated March 24, 1997

TREASURY MONEY MARKET MUTUAL FUND

CLASS E

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

Stagecoach Funds, Inc. (the "Company") is an open-end, series investment
company. This Statement of Additional Information ("SAI") contains additional
information about one class of shares, the Class E shares, offered in the
TREASURY MONEY MARKET MUTUAL FUND (the "Fund") of the Stagecoach Family of
Funds. The investment objective of the Fund is described in the prospectus
under "How the Fund Works -- Investment Objective and Policies."

This SAI is not a prospectus and should be read in conjunction with the
Fund's prospectus dated March 24, 1997. All terms used in this SAI that are
defined in the Fund's prospectus have the meanings assigned in the Fund's
prospectus. A copy of the prospectus for the Fund may be obtained without
charge by writing Stephens Inc., the Company's sponsor, administrator and
distributor, at 111 Center Street, Little Rock, Arkansas 72201 or calling the
Company's Transfer Agent at the telephone number indicated above.

----------------------------------
<PAGE> 34
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page

<S> <C>
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Additional Permitted Investment Activities . . . . . . . . . . . . . . . . . 4

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Servicing Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Performance Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . . . . 21

Additional Purchase and Redemption Information . . . . . . . . . . . . . . . 23

Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Fund Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>

i
<PAGE> 35
GENERAL

Stagecoach Funds, Inc. (the "Company" and, at times, "Stagecoach") is
an open-end management investment company offering shares in separately managed
investment portfolios. Prior to August 1, 1990, the Treasury Money Market
Mutual Fund was known as the Short-Term Government Fund and invested in
obligations issued or guaranteed by agencies and instrumentalities of the U.S.
Government in accordance with fundamental policies that were then effective for
the Fund. The Fund operated as a portfolio of Pacific American Fund through
October 1, 1994, when it was reorganized as the Pacific American U.S. Treasury
Portfolio, a portfolio of Pacifica Funds Trust. In July 1995, the Fund was
renamed the Pacifica Treasury Money Market Fund.

On April 25, 1996, the Agreement and Plan of Reorganization of
Pacifica with Stagecoach and the creation of the Fund as a new fund of
Stagecoach were approved by the Company's Board of Directors. On May 17, 1996,
the Agreement and Plan of Reorganization of Pacifica with the Company was
approved by Pacifica's Board of Trustees. The reorganization of Pacifica with
Stagecoach became effective on September 6, 1996 (the "Reorganization").

INVESTMENT RESTRICTIONS

The Fund is subject to the investment limitations enumerated below
which may be changed with respect to the Fund only by a vote of a majority of
the holders of the Fund's outstanding shares (see "Capital Stock" below).

The Treasury Money Market Mutual Fund may not:

1. Purchase common stocks or voting securities (including state,
municipal or industrial revenue bonds), except for securities of other
investment companies.

2. Borrow money or issue senior securities, except that the Fund may
borrow from banks or enter into reverse repurchase agreements for temporary
purposes in amounts up to one-third of the value of its total assets at the
time of such borrowing. The Fund will not purchase securities while its
borrowings (including reverse repurchase agreements) in excess of 5% of its
total assets are outstanding. As a matter of non-fundamental policy, the Fund
intends to limit its investments in reverse repurchase agreements to no more
than 20% of its total assets.

3. Mortgage, pledge, or hypothecate any assets, except in connection
with any such borrowing and in amounts not in excess of one-third of the value
of the Fund's total assets at the time of its borrowing. Securities held in
escrow or separate accounts in connection with the Fund's investment practices
are not deemed to be pledged for purposes of this investment restriction.

1
<PAGE> 36
4. Purchase securities on margin, except for delayed delivery or
when- issued transactions or such short-term credits as are necessary for the
clearance of transactions; or make short sales of securities or maintain a
short position.

5. Write put or call options.

6. Underwrite the securities of other issuers, except as the Fund may
be deemed to be an underwriter in connection with the purchase or sale of
portfolio instruments in accordance with its investment objective and portfolio
management policies.

7. Invest in companies for the purpose of exercising control.

8. Make loans, except that the Fund may purchase or hold debt
instruments in accordance with its investment objective and policies and may
enter into loans of portfolio securities and repurchase agreements.

9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation, acquisition of assets or
where otherwise permitted by the 1940 Act.

10. Lend its portfolio securities in excess of one-third of the value
of its total assets.

As a non-fundamental policy (which may be changed without shareholder
vote), any loans of portfolio securities will be made according to guidelines
established by the SEC and the Company's Board of Directors, and the Fund will
maintain collateral of the borrower equal at all times to at least the current
market value of the securities loaned.

11. Purchase the securities of any one issuer, other than Treasury
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, and repurchase agreements secured by such obligations, if
immediately after such purchase more than 5% of the value of the Fund's total
assets would be invested in such issuer, except that up to 25% of the value of
its total assets may be invested in any securities without regard to this 5%
limitation.

12. Purchase any securities that cause 25% or more of the value of
the Fund's total assets at the time of purchase to be invested in the
securities of one or more issuers conducting their principal business
activities in the same industry, provided that there is no limitation with
respect to (a) instruments that are issued or guaranteed by the United States,
any state, territory or possession of the United States, the District of
Columbia or any of their authorities, agencies, instrumentalities or political
subdivisions; and (b) repurchase agreements secured by the instruments
described in (a).

13. Purchase or sell real estate.

14. Purchase or sell commodity contracts, or invest in oil, gas or
mineral exploration or development programs.

2
<PAGE> 37
If a percentage limitation is satisfied at the time of investment, a
later increase or decrease in such percentage resulting from a change in the
value of the Fund's investments will not constitute a violation of such
limitation, except that any borrowing by the Fund that exceeds the fundamental
investment limitations stated above must be reduced to meet such limitations
within the period required by the 1940 Act (currently three days) and the Fund
will not at any time hold more than 15% of its net assets in illiquid
securities. Otherwise, the Fund may continue to hold a security even though it
causes the Fund to exceed a percentage limitation because of fluctuation in the
value of the Fund's assets.

In addition, in accordance with current SEC regulations, the Fund
intends, as a non-fundamental policy, to limit its respective investments in
the securities of any single issuer (other than securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities and repurchase
agreements collateralized by such securities) to not more than 5% of the value
of their respective total assets at the time of purchase, except for 25% of the
value of their respective total assets which may be invested in any one issuer
for a period of up to three business days.

The Company may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares in certain
states. Should the Company determine that such a commitment is no longer in the
best interests of the Fund and its shareholders, the Company reserves the right
to revoke the commitment by terminating the sale of Fund shares in the state
involved.

Pursuant to state securities regulations, the Treasury Money Market
Mutual Fund has undertaken the following non-fundamental investment limitation:
the Fund will not purchase warrants, valued at the lower of cost or market, in
excess of 5% of the value of its net assets (included within that amount, but
not to exceed 2% of the value of the Fund's net assets, may be warrants that
are not listed on the New York or American Stock Exchanges) except that
warrants acquired by the Fund at any time in units or attached to securities
are not subject to this limitation. Investors should note, however, that the
Treasury Money Market Mutual Fund currently does not intend to purchase any
warrants whatsoever, or to acquire any put option that may be sold, transferred
or assigned separately from the underlying security.

For purposes of determining industry classifications of issuers,
wholly-owned finance companies will be considered to be in the industries of
their parents if their activities are primarily related to financing the
activities of the parents, and utilities will be classified according to their
services (for example, gas, gas transmission, electric and gas, and electric
and telephone each will be considered a separate industry). In accordance with
the current views of the staff of the SEC and as a matter of nonfundamental
policy that may be changed without a vote of shareholders, the Fund will treat
all supranational organizations as a single industry and each foreign
government (and all of its agencies) as a separate industry.

3
<PAGE> 38

ADDITIONAL PERMITTED INVESTMENT ACTIVITIES

The prospectus discusses the investment objective of the Fund and the
policies to be employed to achieve that objective. This section contains
supplemental information concerning certain types of securities and other
instruments in which the Fund may invest, the investment policies and portfolio
strategies that the Fund may utilize, and certain risks attendant to such
investments, policies and strategies.

U.S. Government Obligations. The Fund may invest in various types of
U.S. Government obligations with remaining maturities of up to one year. U.S.
Government obligations include securities issued or guaranteed as to principal
and interest by the U.S. Government and supported by the full faith and credit
of the U.S. Treasury. U.S. Treasury obligations differ mainly in the length of
their maturity. Treasury bills, the most frequently issued marketable
government securities, have a maturity of up to one year and are issued on a
discount basis. U.S. Government obligations also include securities issued or
guaranteed by federal agencies or instrumentalities, including government-
sponsored enterprises. Some obligations of such agencies or instrumentalities
of the U.S. Government are supported by the full faith and credit of the United
States or U.S. Treasury guarantees; others, by the right of the issuer or
guarantor to borrow from the U.S. Treasury; still others by the discretionary
authority of the U.S. Government to purchase certain obligations of the agency
or instrumentality; and others, only by the credit of the agency or
instrumentality issuing the obligation. In the case of obligations not backed
by the full faith and credit of the United States, the investor must look
principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment, which agency or instrumentality may be
privately owned. There can be no assurance that the U.S. Government would
provide financial support to its agencies or instrumentalities (including
government-sponsored enterprises) where it is not obligated to do so. In
addition, U.S. Government obligations are subject to fluctuations in market
value due to fluctuations in market interest rates. As a general matter, the
value of debt instruments, including U.S. Government obligations, declines when
market interest rates increase and rises when market interest rates decrease.
Certain types of U.S. Government obligations are subject to fluctuations in
yield or value due to their structure or contract terms. The Fund may invest in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Examples of the types of U.S. Government obligations that
may be held by the Fund include U.S. Treasury bonds, notes and bills and the
obligations of Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land
Banks, the Federal Housing Administration, Farmers Home Administration, Export-
Import Bank of the United States, Small Business Administration, Government
National Mortgage Association, Federal National Mortgage Association, General
Services Administration, Student Loan Marketing Association, Central Bank for
Cooperatives, Federal Home Loan Mortgage corporation, Federal Intermediate
Credit Banks and Maritime Administration.

Repurchase Agreements. The Fund may enter into repurchase agreements
wherein the seller of a security to the Fund agrees to repurchase that security
from the Fund at a mutually agreed-upon time and price which involve the
acquisition by the Fund of an underlying debt instrument, subject to the
seller's obligation to repurchase, and the Fund's obligation to resell, the

4
<PAGE> 39
instrument at a fixed price usually not more than one week after its purchase.
The Fund's custodian has custody of, and holds in a segregated account,
securities acquired as collateral by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund. The Fund may enter into
repurchase agreements only with respect to securities of the type in which such
Fund may invest, including government securities and mortgage-related
securities, regardless of their remaining maturities, and requires that
additional securities be deposited with the custodian if the value of the
securities purchased should decrease below resale price. Wells Fargo Bank
monitors on an ongoing basis the value of the collateral to assure that it
always equals or exceeds the repurchase price. Certain costs may be incurred
by the Fund in connection with the sale of the underlying securities if the
seller does not repurchase them in accordance with the repurchase agreement.
In addition, if bankruptcy proceedings are commenced with respect to the seller
of the securities, disposition of the securities by the Fund may be delayed or
limited. While it does not presently appear possible to eliminate all risks
from these transactions (particularly the possibility of a decline in the
market value of the underlying securities, as well as delay and costs to the
Fund in connection with insolvency proceedings), it is the policy of the Fund
to limit repurchase agreements to selected creditworthy securities dealers or
domestic banks or other recognized financial institutions. The Fund considers
on an ongoing basis the creditworthiness of the institutions with which it
enters into repurchase agreements.

The Fund may engage in a repurchase agreement with respect to any
security in which it is authorized to invest, including U.S. Treasury STRIPS,
although the underlying security may mature in more than thirteen months.

Investment Company Securities. The Fund may invest in securities
issued by other open-end management investment companies which principally
invest in securities of the type in which the Fund invests. Under the 1940
Act, the Fund's investment in such securities currently is limited to, subject
to certain exceptions, (i) 3% of the total voting stock of any one investment
company, (ii) 5% of the Fund's net assets with respect to any one investment
company and (iii) 10% of the Fund's net assets in the aggregate. Investments
in the securities of other investment companies generally will involve
duplication of advisory fees and certain other expenses and the investment
adviser will waive its advisory fees for that portion of the Fund's assets so
invested, except when such purchase is part of a plan of merger, consolidation,
reorganization or acquisition.

Floating- and Variable-Rate Obligations. The Fund may purchase
floating- and variable-rate obligations as described in the prospectus. The
Fund may purchase floating- and variable-rate demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of thirteen months,
but which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding thirteen months. Variable-rate demand notes
include master demand notes which are obligations that permit the Fund to
invest fluctuating amounts, which may change daily without penalty, pursuant to
direct arrangements between the Fund, as lender, and the borrower. The
interest rates on these notes fluctuate from time to time. The issuer of such
obligations ordinarily has a corresponding right, after a given period, to
prepay in its discretion the outstanding principal amount of the obligations
plus accrued interest upon a

5
<PAGE> 40
specified number of days' notice to the holders of such obligations. The
interest rate on a floating-rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time such
rate is adjusted. The interest rate on a variable-rate demand obligation is
adjusted automatically at specified intervals. Frequently, such obligations
are secured by letters of credit or other credit support arrangements provided
by banks. Because these obligations are direct lending arrangements between
the lender and borrower, it is not contemplated that such instruments generally
will be traded, and there generally is no established secondary market for
these obligations, although they are redeemable at face value. Accordingly,
where these obligations are not secured by letters of credit or other credit
support arrangements, the Master Portfolio's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies and the Fund may
invest in obligations which are not so rated only if Wells Fargo Bank
determines that at the time of investment the obligations are of comparable
quality to the other obligations in which the Fund may invest. Wells Fargo
Bank, on behalf of the Fund, considers on an ongoing basis the creditworthiness
of the issuers of the floating- and variable-rate demand obligations in the
Fund's portfolio. The Fund will not invest more than 10% of the value of its
total net assets in floating- or variable-rate demand obligations whose demand
feature is not exercisable within seven days. Such obligations may be treated
as liquid, provided that an active secondary market exists.

Loans of Portfolio Securities. In accordance with the policies
described in the prospectus, the Fund may lend its portfolio securities to
brokers, dealers and financial institutions, provided: (1) the loan is secured
continuously by collateral consisting of U.S. Government securities or cash or
letters of credit maintained on a daily marked-to-market basis in an amount at
least equal to the current market value of the securities loaned; (2) the Fund
may at any time call the loan and obtain the return of the securities loaned
within five business days; (3) the Fund will receive any interest or dividends
paid on the loaned securities; and (4) the aggregate market value of securities
loaned will not at any time exceed 30% of the total assets of a particular
Fund. The Fund does not currently intend to lend its portfolio securities.

The Fund will earn income for lending its securities because cash
collateral pursuant to these loans will be invested in short-term money market
instruments. In connection with lending securities, the Fund may pay reasonable
finders, administrative and custodial fees. Loans of securities involve a risk
that the borrower may fail to return the securities or may fail to provide
additional collateral. When the Fund lends its securities, it continues to
receive interest or dividends on the securities loaned and may simultaneously
earn interest on the collateral received from the borrower or from the
investment of cash collateral in readily marketable, high-quality, short-term
obligations. Although voting rights, or rights to consent, attendant to
securities on loan pass to the borrower, such loans may be called at any time
and will be called so that the securities may be voted by the Fund if a
material event affecting the investment is to occur.

Forward Commitments, When-Issued Purchases and Delayed-Delivery
Transactions. The Fund may purchase securities on a when-issued or forward
commitment (sometimes called a delayed-delivery) basis, which means that the
price is fixed at the time of commitment, but delivery and payment ordinarily
take place a number of days after the date of the commitment to

6
<PAGE> 41
purchase. The Fund will make commitments to purchase such securities only with
the intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. The Fund will
not accrue income in respect of a security purchased on a forward commitment
basis prior to its stated delivery date.

Securities purchased on a when-issued or forward commitment basis and
certain other securities held in the Fund's investment portfolio are subject to
changes in value (both generally changing in the same way, i.e., appreciating
when interest rates decline and depreciating when interest rates rise) based
upon the public's perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Securities purchased on a
when-issued or forward commitment basis may expose the Fund to risk because
they may experience such fluctuations prior to their actual delivery.
Purchasing securities on a when-issued or forward commitment basis can involve
the additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction
itself. A segregated account of the Fund consisting of cash or U.S. Government
securities or other high quality liquid debt securities at least equal at all
times to the amount of the when-issued or forward commitments will be
established and maintained at the Fund's custodian bank. Purchasing securities
on a forward commitment basis when the Fund is fully or almost fully invested
may result in greater potential fluctuation in the value of the Fund's total
net assets and its net asset value per share. In addition, because the Fund
will set aside cash and other high quality liquid debt securities as described
above the liquidity of the Fund's investment portfolio may decrease as the
proportion of securities in the Fund's portfolio purchased on a when-issued or
forward commitment basis increases.

The value of the securities underlying a when-issued purchase or a
forward commitment to purchase securities, and any subsequent fluctuations in
their value, is taken into account when determining the Fund's net asset value
starting on the day the Fund agrees to purchase the securities. The Fund does
not earn interest on the securities it has committed to purchase until they are
paid for and delivered on the settlement date. When the Fund makes a forward
commitment to sell securities it owns, the proceeds to be received upon
settlement are included in the Fund's assets, and fluctuations in the value of
the underlying securities are not reflected in the Fund's net asset value as
long as the commitment remains in effect.

Nationally Recognized Statistical Ratings Organizations. The ratings
of Moody's Investors Service, Inc., Standard & Poor's Ratings Group, Division
of McGraw Hill, Duff & Phelps Credit Rating Co., Fitch Investors Service, Inc.
Thomson Bank Watch and IBCA Inc. represent their opinions as to the quality of
debt securities. It should be emphasized, however, that ratings are general and
not absolute standards of quality, and debt securities with the same maturity,
interest rate and rating may have different yields while debt securities of the
same maturity and interest rate with different ratings may have the same yield.
Subsequent to purchase by the Fund, an issue of debt securities may cease to be
rated or its rating may be reduced below the minimum rating required for
purchase by the Fund. The adviser will consider such an event in determining
whether the Fund involved should continue to hold the obligation.

7
<PAGE> 42
The payment of principal and interest on debt securities purchased by
the Funds depends upon the ability of the issuers to meet their obligations. An
issuer's obligations under its debt securities are subject to the provisions of
bankruptcy, insolvency, and other laws affecting the rights and remedies of
creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be
enacted by federal or state legislatures extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or, in the case of governmental entities, upon the ability
of such entities to levy taxes. The power or ability of an issuer to meet its
obligations for the payment of interest and principal of its debt securities
may be materially adversely affected by litigation or other conditions.
Further, it should also be, noted with respect to all municipal obligations
issued after August 15, 1986 (August 31, 1986 in the case of certain bonds),
the issuer must comply with certain rules formerly applicable only to
"industrial development bonds" which, if the issuer fails to observe them,
could cause interest on the municipal obligations to become taxable retroactive
to the date of issue.

MANAGEMENT

The following information supplements and should be read in
conjunction with the section in the prospectus entitled "The Fund and
Management." The principal occupations during the past five years of the
Directors and principal executive Officer of the Company are listed below. The
address of each, unless otherwise indicated, is 111 Center Street, Little Rock,
Arkansas 72201. Directors deemed to be "interested persons" of the Company
for purposes of the 1940 Act are indicated by an asterisk.

<TABLE>
<CAPTION>
Principal Occupations
Name, Age and Address Position During Past 5 Years
- --------------------- -------- ---------------------
<S> <C> <C>
Jack S. Euphrat, 74 Director Private Investor.
415 Walsh Road
Atherton, CA 94027.

*R. Greg Feltus, 45 Director, Senior Vice President
Chairman and of Stephens; Manager
President of Financial Services
Group; President of
Stephens
Insurance Services
Inc.; Senior Vice
President of Stephens
Sports Management
Inc.; and President of
Investor Brokerage
Insurance Inc.
</TABLE>

8
<PAGE> 43
<TABLE>
<S> <C>
Thomas S. Goho, 54 Director T.B. Rose Faculty
321 Beechcliff Court Fellow-Business,
Winston-Salem, NC 27104 Wake Forest University
Calloway School, of Business
and Accountancy; Associate
Professor of Finance of the
School of Business and
Accounting at Wake Forest
University since 1983.

Joseph N. Hankin, 55 Director President, Westchester
75 Grasslands Road Community College since
Valhalla, N.Y. 10595 1971; President of Hartford
(appointed as of Junior College from 1967 to
September 6, 1996) 1971; Adjunct Professor of
Columbia University Teachers
College since 1976.

*W. Rodney Hughes, 70 Director Private Investor.
31 Dellwood Court
San Rafael, CA 94901

Robert M. Joses, 78 Director Private Investor.
47 Dowitcher Way
San Rafael, CA 94901

*J. Tucker Morse, 52 Director Private Investor; Real Estate
10 Legrae Street Developer; Chairman
Charleston, SC 29401 of Renaissance Properties Ltd.;
President of Morse Investment
Corporation; and Co- Managing
Partner of Main Street
Ventures.
</TABLE>

9
<PAGE> 44
<TABLE>
<S> <C> <C>
Richard H. Blank, Jr., 40 Chief Associate of
Operating Financial Services
Officer, Group of Stephens;
Secretary and Director of Stephens
Treasurer Sports Management
Inc.; and Director of
Capo Inc.
</TABLE>

COMPENSATION TABLE

<TABLE>
<CAPTION>
Period Ended Period Ended
------------ -------------
December 31, 1995 September 30, 1996
------------------ ------------------
Aggregate Total Compensation Aggregate Total Compensation
Compensation from Registrant Compensation from Registrant
Name and Position from Registrant and Fund Complex from Registrant and Fund Complex
----------------- --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C>
Jack S. Euphrat $10,188 $39,750 $9,750 $29,250
Director

*R. Greg Feltus $-0- $-0- $-0- $-0-
Director

Thomas S. Goho $10,188 $39,750 $9,750 $29,250
Director

Joseph N. Hankin N/A N/A $-0- $-0-
Director

*Zoe Ann Hines $-0- $-0- $-0- $-0-
Director
(resigned as of
September 6, 1996)

*W. Rodney Hughes $9,438 $37,000 $8,250 $24,750
Director

Robert M. Joses $9,938 $39,000 $9,750 $29,250
Director

*J. Tucker Morse $8,313 $33,250 $8,250 $24,750
Director
</TABLE>

10
<PAGE> 45
Directors of the Company are compensated annually by the Company and
by all the registrants in each fund complex they serve as indicated above and
also are reimbursed for all out-of-pocket expenses relating to attendance at
board meetings. The Company, Overland Express Funds, Inc., Stagecoach Trust,
Life & Annuity Trust and Master Investment Trust are considered to be members
of the same fund complex as such term is defined in Form N-1A under the 1940
Act (the "Wells Fargo Fund Complex"). MasterWorks Funds Inc., Master
Investment Portfolio, and Managed Series Investment Trust together form a
separate fund complex (the "BGFA Fund Complex"). Each of the Directors and
Officers of the Company serves in the identical capacity as directors and
officers or as trustees and/or officers of each registered open-end management
investment company in both the Wells Fargo and BGFA Fund Complexes, except for
Joseph N. Hankin, who only serves the aforementioned members of the Wells
Fargo Fund Complex, and Zoe Ann Hines who, after September 6, 1996, only serves
the aforementioned members of the BGFA Fund Complex. The Directors are
compensated by other companies and trusts within the Fund complex for their
services as directors/trustees to such companies and trusts. Currently the
Directors do not receive any retirement benefits or deferred compensation from
the Company or any other member of each fund complex.

As of the date of this SAI, Directors and Officers of the Company as a
group beneficially owned less than 1% of the outstanding shares of the Company.

INVESTMENT ADVISER. The Fund is advised by Wells Fargo Bank pursuant
to an advisory contract for the Fund under which Wells Fargo Bank has agreed to
furnish investment guidance and policy direction in connection with the daily
portfolio management of the Fund. On behalf of the Fund, the Company's Board
of Directors approved the advisory contract with Wells Fargo Bank on April 25,
1996, for an initial two-year period. Pursuant to the advisory contract,
Wells Fargo Bank also has agreed to furnish to the Board of Directors periodic
reports on the investment strategy and performance of the Fund.

Wells Fargo Bank has agreed to provide to the Fund, among other
things, money market and fixed-income research, analysis and statistical and
economic data and information concerning interest-rate and security market
trends, portfolio composition, credit conditions and, average maturities of the
Fund. As compensation for its advisory services, Well Fargo Bank is entitled
to receive a monthly fee at the annual rate of 0.25% of the average daily value
of the Fund's net assets during the preceding month.

The advisory contract continues in effect for more than two years
provided the continuance is approved annually (i) by the holders of a majority
of the Fund's outstanding voting securities or (ii) by the Company's Board of
Directors and by a majority of the Directors of the Company who are not parties
to the advisory contract or "interested persons" (as defined in the 1940 Act)
of any such party. The advisory contract may be terminated on 60 days' written
notice by either party and will terminate automatically if assigned.

Prior to the Reorganization on September 6, 1996, Wells Fargo
Investment Management, Inc. ("WFIM") and its predecessor, First Interstate
Capital Management, Inc. ("FICM") served as

11
<PAGE> 46
adviser to the predecessor Pacifica portfolio. As of the date of the
Reorganization, Wells Fargo Bank became the adviser to the Fund. For the
fiscal year ended September 30, 1996 the Fund paid the advisory fees indicated
below and the indicated amounts were waived. These amounts include advisory
fees paid by the predecessor portfolios to FICM/WFIM prior to September 6,
1996.

Investment Advisory Fees
Fiscal Year Ended September 30, 1996
------------------------------------

<TABLE>
<CAPTION>
Fees Paid Fees Waived
--------- -----------
<S> <C>
$2,442,922 $2,073,426
</TABLE>

During the fiscal year ended September 30, 1995, the six-month period
ended September 30, 1994 and the fiscal years ended March 31, 1994 and 1993,
the advisory fees paid to the adviser by the predecessor portfolio of the
Treasury Money Market Mutual Fund were as follows:

Investment Advisory Fees Paid*
------------------------------
<TABLE>
<CAPTION>
Year Ended Period Ended Year Ended
Sept. 30, 1995 Sept. 30, 1994 May 31, 1994
-------------- -------------- ------------
<S> <C> <C>
$1,160,424 $454,029 $900,919
</TABLE>

*These amounts reflect voluntary fee waivers and expense reimbursements
by the adviser. Prior to October 1, 1994, all of these fees were, in turn,
paid by the adviser to its affiliates which served as sub-investment advisors
during the periods indicated.

ADMINISTRATOR AND CO-ADMINISTRATOR . The Company has retained Wells
Fargo Bank as Administrator and Stephens as Co-Administrator on behalf of the
Fund. The Administration Agreement between Wells Fargo Bank and the Fund, and
the Co-Administration Agreements among Wells Fargo, Stephens and the Fund,
state that Wells Fargo and Stephens shall provide as administrative services,
among other things: (i) general supervision of the operation of the Fund,
including coordination of the services performed by the Fund's investment
adviser, transfer agent, custodian, shareholder servicing agent(s), independent
public accountants and legal counsel, regulatory compliance, including the
compilation of information for documents such as reports to, and filings with,
the SEC and state securities commissions; and preparation of proxy statements
and shareholder reports for the Fund; and (ii) general supervision relative to
the compilation of data required for the preparation of periodic reports
distributed to the Company's officers and Board of Directors. Wells Fargo Bank
and Stephens also furnish office space and certain facilities required for
conducting the business of the Funds together with ordinary clerical and
bookkeeping services. Stephens pays the compensation of the Company's
Directors, officers and employees who are affiliated with Stephens. The
Administrator and Co-Administrator are entitled to receive a monthly fee of
0.04% and 0.02% respectively, of the average daily net assets of the Fund.

12
<PAGE> 47
From April 15, 1996 to September 6, 1996, the administrator of the
Pacifica predecessor portfolio (Furman Selz LLC) provided management and
administrative services necessary for the operation of the Fund, pursuant to an
Administrative Services Contract. For these services, the former administrator
was entitled to receive a fee, payable monthly, at the annual rate of 0.15% of
the average daily net assets of the predecessors of the Fund. The Treasury
Money Market Mutual Fund was administered prior to April 15, 1996 by the
Dreyfus Corporation at the annual rate of 0.10% of the Fund's average daily net
assets. The net amount paid (after waivers) for administrative services by the
Fund to Stephens who, as sole administrator to the Fund for the period begun
September 6, 1996 and ended September 30, 1996, was entitled to receive a fee,
payable monthly, at the annual rate of 0.05% of the Fund's average daily net
assets was $1,745,759. This amount also reflects the net administration fees
paid to the respective former administrator of the predecessor portfolio during
the period begun October 1, 1995 and ended September 5, 1996.

During the fiscal year ended September 30, 1995, the six-month
period ended September 30, 1994 and the fiscal year ended March 31, 1994 the
administration fees paid to the Dreyfus Corporation by the Treasury Money
Market Mutual Fund were as follows:

Administration Fees Paid

<TABLE>
<CAPTION>
Year Ended Period Ended Year Ended
Sept. 30, 1995 Sept. 30, 1994 Mar. 31, 1994
-------------- -------------- -------------
<S> <C> <C>
$921,886 $347,499 $690,137
</TABLE>

The Advisory Contract, Administration and Co-Administration Agreements
for the Fund provide that if, in any fiscal year, the total expenses of the
Fund incurred by, or allocated to, the Fund (excluding taxes, interest,
brokerage commissions and other portfolio transaction expenses, expenditures
that are capitalized in accordance with generally accepted accounting
principles, extraordinary expenses and amounts accrued or paid under the Plan
but including the fees provided for in the Advisory Contract, Administration
and Co-Administration Agreements) exceed the most restrictive expense
limitation applicable to the Fund imposed by the securities laws or regulations
of the states in which the Fund's shares are registered for sale, Wells Fargo
Bank and Stephens shall waive their fees proportionately under the Advisory
Contract, Administration and Co-Administration Agreements, respectively, for
the fiscal year to the extent of the excess or reimburse the excess, but only
to the extent of their respective fees. The Advisory Contract, Administration
and Co-Administration Agreements further provide that the Fund's total
expenses shall be reviewed monthly so that, to the extent the annualized
expenses for such month exceed the most restrictive applicable annual expense
limitation, the monthly fees under the contract and the agreement shall be
reduced as necessary. The most stringent applicable restriction limits these
expenses for any fiscal year to 2.50% of the first $30 million of the Fund's
average net assets, 2.00% of the next $70 million of average net assets, and
1.50% of the average net assets in excess of $100 million.

13
<PAGE> 48
SPONSOR AND DISTRIBUTOR. As discussed in each Fund's prospectus under
the heading "Management and Servicing Fees," Stephens serves as each Fund's
sponsor and distributor.

SHAREHOLDER SERVICING AGENT. As discussed in the Fund's prospectus
under the heading "Shareholder Servicing Agent," the Fund approved a Servicing
Plan and has entered into related shareholder servicing agreements with
financial institutions, including Wells Fargo Bank. For providing these
services, a Servicing Agent is entitled to a fee from the Fund, not to exceed
0.25%, on an annualized basis, of the average daily net assets of the class of
shares owned of record or beneficially by the customers of the Servicing Agent
during the period for which payment is being made. The Servicing Plan and
related shareholder servicing agreements were approved by the Company's Board of
Directors and provide that the Fund shall not be obligated to make any payments
under such Plan or related Agreements that exceed the maximum amounts payable
under Rule 2830 of the Conduct Rules of the National Association of Securities
Dealers, Inc. (NASD).

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT. Wells Fargo
Bank has been retained to act as custodian and transfer and dividend disbursing
agent for the Fund, pursuant to a Custody Agreement and an Agency Agreement
with the Company on behalf of the Fund. The custodian, among other things,
maintains a custody account or accounts in the name of the Fund, receives and
delivers all assets for the Fund upon purchase and upon sale or maturity,
collects and receives all income and other payments and distributions on
account of the assets of the Fund and pays all expenses of the Fund. For its
services as custodian, Wells Fargo Bank is entitled to receive fees as follows:
a net asset charge at the annual rate of 0.0167%, payable monthly, plus
specified transaction charges. Wells Fargo Bank also will provide portfolio
accounting services under the Custody Agreement as follows: a monthly base fee
of $2,000 plus a net asset fee at the annual rate of 0.070% of the first
$50,000,000 of the Fund's average daily net assets, 0.045% of the next
$50,000,000, and 0.020% of the average daily net assets in excess of
$100,000,000.

For its services as transfer and dividend disbursing agent for the
Class E shares of the Fund, Wells Fargo Bank is entitled to receive monthly
payments at the annual rate of 0.07% of the average daily net assets of the
Fund. Furman Selz acted as transfer agent for the predecessor portfolio.
Pacifica compensated Furman Selz for providing personnel and facilities to
perform transfer agency related services for Pacifica at a rate intended to
represent the cost of providing such services.

FICAL, located at 707 Wilshire Blvd., Los Angeles, California 90017,
acted as custodian of the predecessor portfolio of Pacifica, but played no
role in making decisions as to the purchase or sale of portfolio securities for
the predecessor portfolio. FICAL was entitled to receive a fee

14
<PAGE> 49
from Pacifica, computed daily and payable monthly, at the annual rate of 0.021%
of the first $5 billion in aggregate average daily net assets of the Fund;
0.0175% of the next $5 billion in aggregate average daily net assets of the
Fund; and 0.015% of the aggregate average daily net assets of the Fund in
excess of $10 billion.

For the fiscal year ended September 30, 1996, the Fund paid custody
fees (after waivers and reimbursements) of $252,183. For the period prior to
September 6, 1996, this amount includes fees paid by the Fund to FICAL.

UNDERWRITING COMMISSIONS. The Institutional Class of each Fund does
not charge any front-end sales loads or contingent deferred sales charges in
connection with the purchase and redemption of its shares, and therefore pays
no underwriting commissions to the Distributor.

DISTRIBUTION PLAN

Stephens Inc. (the "Distributor"), at 111 Center Street, Little Rock,
Arkansas 72201, serves as sponsor, administrator and distributor for the
Treasury Money Market Mutual Fund (the "Fund"). The following information
supplements and should be read in conjunction with the Prospectus for this
Fund's Class E shares under "Distribution Plan." As indicated in the Fund's
Prospectus, the Fund has adopted a distribution plan (a "Plan") under Section
12(b) of the 1940 Act and Rule 12b-1 thereunder (the "Rule") for its Class E
shares. The Plan was adopted by the Company's Board of Directors, including a
majority of the Directors who were not "interested persons" (as defined in the
1940 Act) of the Fund and who had no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan (the "Non-
Interested Directors").

Under the Plan and pursuant to the Distribution Agreement, the Fund
may pay the Distributor as compensation for distribution-related activities
and services provided and related expenses incurred, a monthly fee at an annual
rate up to 0.25% of the average daily net assets of the Fund attributable to
the Class E shares.

The actual fee payable to the Distributor is determined, within such
limits, from time to time by mutual agreement between the Company and the
Distributor and will not exceed the maximum sales charges payable by mutual
funds sold by members of the NASD under the Conduct Rules of the NASD. The
Distributor may enter into selling agreements with one or more selling agents
(which may include Wells Fargo Bank and its affiliates) 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 their customers. The Distributor may retain any portion of the total
distribution fee payable thereunder to compensate it for distribution-related
services provided by it or to reimburse it for other distribution-related
expenses.

Pursuant to Rule 12b-1, a distribution plan must be initially approved
(and reapproved annually thereafter) by the Board of Directors, including a
majority of the Non-Interested

15
<PAGE> 50
Directors of the Company. Agreements related to the Plans also must be
approved by such vote of the Directors and Non-Interested Directors. Selling
agreements will terminate automatically if assigned and may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
outstanding voting securities of the Class E shares of the Fund or by vote of a
majority of the Non-Interested Directors on not more than 60 days' written
notice. The Plan may not be amended to increase materially the amounts payable
thereunder without the approval of a majority of the outstanding voting
securities of the Class E shares of the Fund, and no material amendment to the
Plan may be made except by a majority of both the Directors of the Company and
the Non-Interested Directors.

The Plan requires the Company to provide the Directors, and the
Directors to review, at least quarterly, a written report of the amounts
expended (and purposes therefor) under such Plan. The Rule also requires that
the selection and nomination the Non-Interested Directors of the Company be
made by such non-interested directors.

Wells Fargo Bank, an interested person (as that term is defined in
Section 2(a)(19) of the 1940 Act) of the Company, acts as a selling agent for
the Fund's Class E shares pursuant to selling agreements with Stephens
authorized under the Plan. As a selling agent, Wells Fargo Bank has an
indirect financial interest in the operation of the Plan. The Board of
Directors has concluded that the Plan is reasonably likely to benefit the Fund
and its shareholders because the Plan authorizes the relationships with selling
agents, including Wells Fargo Bank, that have previously developed distribution
channels and relationships with the customers that the Class E shares of the
Fund are designed to serve. These relationships and distribution channels are
believed by the Board to provide potential for increased Fund assets and
ultimately corresponding economic efficiencies (i.e., lower per-share
transaction costs and fixed expenses) that are generated by increased assets
under management.

SERVICING PLAN

As indicated in the Fund's prospectus, the Company's Board of
Directors, on behalf of the Fund, adopted a Servicing Plan ("Servicing Plan")
and related Forms of Shareholder Servicing Agreements on January 16, 1997, with
respect to the Class E shares. The Board of Directors included a majority of
the Directors who were not "interested persons" (as defined in the Act) of the
Fund and who had no direct or indirect financial interest in the operation of
the Servicing Plan or in any agreement related to the Servicing Plan (the
"Servicing Plan Non-Interested Directors").

Under the Servicing Plan and pursuant to the shareholder servicing
agreements for the Class E shares, the Fund may pay one or more servicing
agents, as compensation for performing certain services, a fee at an annual
rate of up to 0.25% of the average daily net assets of the Fund's Class E
shares attributable to the servicing agent's customers. The actual fee payable
to servicing agents is determined, within such limits, from time to time by
mutual agreement between the Company and each servicing agent and will not
exceed the maximum service fees payable by mutual funds sold by members of the
NASD under the Conduct Rules of the NASD.

16
<PAGE> 51
The Servicing Plan continues in effect from year to year if such
continuance is approved by a majority vote of both the Directors of the Company
and the Servicing Plan Non-Interested Directors. Any form of servicing
agreement related to the Servicing Plan also must be approved by such vote of
the Directors and the Servicing Plan Non-Interested Directors. Servicing
agreements may be terminated at any time, without payment of any penalty, by
vote of a majority of the Servicing Plan Non-Interested Directors. No material
amendment to the Servicing Plans may be made except by a majority of both the
Directors of the Company and the Servicing Plan Non-Interested Directors.

Each Servicing Plan requires that the administrator shall provide to
the Directors, and the Directors shall review, at least quarterly, a written
report of the amounts expended (and purposes therefor) under the Servicing
Plan.

PERFORMANCE CALCULATIONS

The following information supplements and should be read in
conjunction with the sections in each prospectus entitled "Determination of Net
Asset Value" and "Performance Data."

TOTAL RETURN: The Fund may advertise certain total return information
for each Class of shares computed in the manner described in the prospectus. As
and to the extent required by the SEC, an average annual compound rate of return
("T") is computed by using the redeemable value at the end of a specified period
("ERV") of a hypothetical initial investment ("P") over a period of years ("n")
according to the following formula: P(1+T)n = ERV. In addition, as indicated
in each prospectus, each Fund also may, at times, calculate total return based
on net asset value per share (rather than the public offering price), in which
case the figures would not reflect the effect of any sales charges that would
have been paid by an investor, or based on the assumption that a sales charge
other than the maximum sales charge (reflecting a Volume Discount) was assessed,
provided that total return data derived pursuant to the calculation described
above also are presented.

17
<PAGE> 52
CUMULATIVE TOTAL RETURN: The Fund may advertise cumulative total
return for each Class. Cumulative total return of shares is computed on a per
share basis and assumes the reinvestment of dividends and distributions.
Cumulative total return of shares generally is expressed as a percentage rate
which is calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share at the beginning
of the period. Advertisements may include the percentage rate of total return of
shares or may include the value of a hypothetical investment in shares at the
end of the period which assumes the application of the percentage rate of total
return.

YIELD CALCULATIONS: The Fund may, from time to time, include its
yield, tax-equivalent yield (if applicable) and average annual total returns in
advertisements or reports to shareholders or prospective investors.

EFFECTIVE YIELD: Current yield for each Class of the Fund is based
on the change in the value of a hypothetical investment (exclusive of capital
changes) over a particular seven-day period, less a pro-rata share of the Fund's
expenses accrued over that period (the "base period"), and stated as a
percentage of the investment at the start of the base period (the "base period
return"). The base period return is then annualized by multiplying by 365/7,
with the resulting yield figure carried to at least the nearest hundredth of one
percent. "Effective yield" for the Fund assumes that all dividends received
during an annual period have been reinvested. Calculation of "effective yield"
begins with the same "base period return" used in the calculation of yield,
which is then annualized to reflect weekly compounding pursuant to the following
formula:

Effective Yield = [(Base Period Return +1)365/7]-1.

Quotations of yield and total return reflect only the performance of a
hypothetical investment in the Fund or class of shares during a particular time
period shown. Yield and total return vary based on changes in the market
conditions and the level of the Fund's expenses, and no reported performance
figure should be considered an indication of performance which may be expected
in the future.

In connection with communicating its yields or total return to current
or prospective shareholders, such figures may also be compared to the
performance of other mutual funds tracked by mutual fund rating services or to
unmanaged indices which may assume reinvestment of dividends but generally do
not reflect deductions for administrative and management costs.

From time to time and only to the extent the comparison is appropriate
for the Fund or its Class E shares, the Company may quote performance or price-
earning ratios in advertising and other types of literature as compared with
the performance of the Lehman Brothers Municipal Bond Index, 1-Year Treasury
Bill Rate, S&P Index, the Dow Jones Industrial Average, the Lehman Brothers 20+
Years Treasury Index, the Lehman Brothers 5-7 Year Treasury Index,
IBC/Donoghue's Money Fund Averages, Real Estate Investment Averages (as
reported by the National Association of Real Estate Investment Trusts), Gold
Investment Averages (provided by the World Gold Council), Bank Averages (which
is calculated from figures supplied by the U.S.

18
<PAGE> 53
League of Savings Institutions based on effective annual rates of interest on
both passbook and certificate accounts), average annualized certificate of
deposit rates (from the Federal Reserve G-13 Statistical Releases or the Bank
Rate Monitor), the Salomon One Year Treasury Benchmark Index, the Consumer
Price Index (as published by the U.S. Bureau of Labor Statistics), Ten Year
U.S. Government Bond Average, S&P's Corporate Bond Yield Averages, Schabacter
Investment Management Indices, Salomon Brothers High Grade Bond Index, Lehman
Brothers Long-Term High Quality Government/Corporate Bond Index, other managed
or unmanaged indices or performance data of bonds, stocks or government
securities (including data provided by Ibbotson Associates), or by other
services, companies, publications or persons who monitor mutual funds on
overall performance or other criteria. The S&P Index and the Dow Jones
Industrial Average are unmanaged indices of selected common stock prices.

The performance of the Fund or its Class E shares also may be compared
to the performance of other mutual funds having similar objectives. This
comparative performance could be expressed as a ranking prepared by Lipper
Analytical Services, Inc., CDA Investment Technologies, Inc., Bloomberg
Financial Markets or Morningstar, Inc., independent services that monitor the
performance of mutual funds. Any such comparisons may be useful to investors
who wish to compare the Fund's past performance with that of its competitors.
Of course, past performance cannot be a guarantee of future results. The
Company also may include, from time to time, a reference to certain marketing
approaches of the Distributor, including, for example, a reference to a
potential shareholder being contacted by a selected broker or dealer. General
mutual fund statistics provided by the Investment Company Institute may also be
used.

In addition, the Company also may use, in advertisements and other
types of literature, information and statements showing that bank savings
accounts offer a guaranteed return of principal and a fixed rate of interest,
but no opportunity for capital growth. The Company also may include in
advertising and other types of literature information and other data from
reports and studies prepared by the Tax Foundation, including information
regarding federal and state tax levels and the related "Tax Freedom Day."

The Company also may use the following information in advertisements
and other types of literature, only to the extent the information is
appropriate for the Class E shares of the Fund: (i) the Consumer Price Index
may be used to assess the real rate of return from an investment in the Fund's
Class E shares; (ii) other government statistics, including, but not limited
to, The Survey of Current Business, may be used to illustrate investment
attributes of the Fund or its Class E shares or the general economic, business,
investment, or financial environment in which the Fund operates; (iii) the
effect of tax-deferred compounding on the investment returns of the Fund or its
Class E shares, or on returns in general, may be illustrated by graphs, charts,
etc., where such graphs or charts would compare, at various points in time, the
return from an investment in the Fund or its Class E shares (or returns in
general) on a tax-deferred basis (assuming reinvestment of capital gains and
dividends and assuming one or more tax rates) with the return on a taxable
basis; and (iv) the sectors or industries in which the Fund invests may be
compared to relevant indices of stocks or surveys (e.g., S&P Industry Surveys)
to evaluate the historical performance of the Fund or the Class E shares or
current or potential value with respect to the particular industry or sector.

19
<PAGE> 54
The Company also may discuss in advertising and other types of
literature that the Fund has been assigned a rating by a nationally recognized
statistical rating organization ("NRSRO"), such as S&P or Moody's. Such rating
would assess the creditworthiness of the investments held by the Fund. The
assigned rating would not be a recommendation to purchase, sell or hold any
class of the Fund's shares since the rating would not comment on the market
price of the Fund's shares or the suitability of the Fund for a particular
investor. In addition, the assigned rating would be subject to change,
suspension or withdrawal as a result of changes in, or unavailability of,
information relating to the Fund or its investments. The Company may compare
the Fund's performance with other investments that are assigned ratings by
NRSROs. Any such comparisons may be useful to investors who wish to compare
the Fund's past performance with other rated investments.

From time to time the Company may reprint, reference or otherwise use
material from magazines, newsletters, newspapers and books including, but not
limited to the Wall Street Journal, Money Magazine, Barrons, Kiplingers,
Business Week, Fortune, Forbes, the San Francisco Chronicle, the San Jose
Mercury News, The New York Times, the Los Angeles Times, the Boston Globe, the
Washington Post, the Chicago Sun-Times, Investor Business Daily, Worth, Bank
Investor, American Banker, Smart Money, the 100 Best Mutual Funds (Adams
Publishing), Morningstar or Value Line.

The Company also may disclose in sales literature, the distribution
rate on the Class E shares of the Fund. Distribution rate, which may be
annualized, is the amount determined by dividing the dollar amount per share of
the most recent dividend by the most recent NAV or maximum offering price per
share as of a date specified in the sales literature. Distribution rate will
be accompanied by the standard 30-day yield as required by the SEC.

The Company also may disclose, in advertising statements and other
types of literature, information and statements that the Company's investment
adviser, Wells Fargo Bank, is listed in Nelson Publications' ("Nelson's") "Top
20" performance rankings as published in the 1994 edition of "America's Best
Money Managers." The Nelson survey ranks the performance of money managers in
over 30 asset/style categories and is based on analysis of performance
composites and surveys of institutional money managers.

The Company may also disclose in advertising and other types of sales
literature the assets and categories of assets under management by the
Company's investment adviser and the total amount of assets and mutual fund
assets managed by Wells Fargo Bank. As of December 31, 1996, Wells Fargo Bank
and its affiliates provided investment advisory services for approximately $54
billion of assets of individuals, trusts, estates and institutions and $20
billion of mutual fund assets.

The Company may disclose in advertising and other types of literature
that investors can open and maintain Sweep Accounts over the Internet or
through other electronic channels (collectively, "Electronic Channels"). Such
advertising and other literature may discuss the investment options available
to investors, including the types of accounts and any applicable fees.

20
<PAGE> 55
Such advertising and other literature may disclose that Wells Fargo Bank is the
first major bank to offer an on-line application for a mutual fund account that
can be filled out completely through Electronic Channels. Advertising and
other literature may disclose that Wells Fargo Bank may maintain Web sites,
pages or other information sites accessible through Electronic Channels (an
"Information Site") and may describe the contents and features of the
Information Site and instruct investors on how to access the Information Site
and open a Sweep Account. Advertising and other literature may also disclose
the procedures employed by Wells Fargo Bank to secure information provided by
investors, including disclosure and discussion of the tools and services for
accessing Electronic Channels. Such advertising or other literature may
include discussions of the advantages of establishing and maintaining a Sweep
Account through Electronic Channels and testimonials from Wells Fargo Bank
customers or employees and may also include descriptions of locations where
product demonstrations may occur. The Company may also disclose the ranking of
Wells Fargo Bank as one of the largest money managers in the United States.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should be read in
conjunction with the prospectus section under "Investing in the Fund." Net
asset value per share for the Fund is determined by the Fund's Custodian on
each Business Day of the Fund (Monday through Friday excluding federal bank
holidays) as of 12:00 Noon and 1:00 p.m. (Pacific time).

21
<PAGE> 56
The Fund's instruments are valued on the basis of amortized cost. This
technique involves valuing an instrument at its cost and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than
the price the Fund would receive if it sold the instrument. During periods of
declining interest rates, the daily yield on shares of the Fund computed as
described above may tend to be higher than a like computation made by the Fund
with identical investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its instruments. Thus, if the
use of amortized cost by a the Fund resulted in a lower aggregate portfolio
value on a particular day, a prospective investor in the Fund would be able to
obtain a somewhat higher yield than would result from investment in the Fund
utilizing solely market values and existing investors in the Fund would receive
less investment income. The converse would apply in a period of rising interest
rates.

The valuation of the Fund's instruments, based upon their amortized
cost and the concomitant maintenance by the Fund of a net asset value of $1.00,
is permitted in accordance with Rule 2a-7 under the Act, pursuant to which the
Fund must adhere to certain conditions. The Fund must maintain a dollar-
weighted average maturity of 90 days or less, purchase only instruments having
remaining maturities of 397 days (thirteen months) or less, and invest only in
securities that are determined to present minimal credit risks pursuant to
guidelines adopted by the Directors or the adviser under guidelines approved by
the Directors. Instruments having variable or floating interest rates or demand
features may be deemed to have remaining maturities as follows: (a) a
government security with a variable rate of interest readjusted no less
frequently than every thirteen months may be deemed to have a maturity equal to
the period remaining until the next readjustment of the interest rate; (b) an
instrument with a variable rate of interest, the principal amount of which is
scheduled on the face of the instrument to be paid in thirteen months or less,
may be deemed to have a maturity equal to the period remaining until the next
readjustment of the interest rate; (c) an instrument with a variable rate of
interest that is subject to a demand feature may be deemed to have a maturity
equal to the longer of the period remaining until the next readjustment of the
interest rate or the period remaining until the principal amount can be
recovered through demand; (d) an instrument with a floating rate of interest
that is subject to a demand feature may be deemed to have a maturity equal to
the period remaining until the principal amount can be recovered through
demand; and (e) a repurchase agreement may be deemed to have a maturity equal
to the period remaining until the date on which the repurchase of the
underlying securities is scheduled to occur or, where no date is specified but
the agreement is subject to demand, the notice period applicable to a demand
for the repurchase of the securities.

The Company's Board of Directors has established valuation procedures
designed to stabilize, to the extent reasonably possible, the Fund's price per
share as computed for the purpose of sales and redemptions. Such procedures
include the determination, at such intervals as the Directors deem appropriate,
of the extent to which the Fund's NAV as calculated by using available market
quotations deviates from $1.00 per share, such deviation may result in material
dilution or other unfair results to existing shareholders or investors. In the
event the Directors determine that such a material deviation exists, they have
agreed to take such corrective action as they regard as necessary and
appropriate, which may include selling portfolio instruments prior to

22
<PAGE> 57
maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends; redeeming shares in kind or without monetary
or other consideration; or establishing a net asset value per share by using
available market quotations. It is the intention of the Fund to maintain a per
share net asset value of $1.00, but there can be no assurance that the Fund
will do so.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Class E shares of the Fund may be purchased on any day the Fund is open
for business (a "Business Day"). The Fund is closed on weekends and federal
bank holidays. Currently, the Fund is closed on the following holidays: New
Year's Day, Presidents' Day, Martin Luther King's Birthday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and
Christmas Day (each, a "Holiday"). When any Holiday falls on a weekend, the
Fund is typically closed on the weekday immediately before or after such
Holiday.

Payment for shares may, in the discretion of the adviser, be made in
the form of securities that are permissible investments for the Fund as
described in the Prospectus. For further information about this form of
payment please contact Stephens. In connection with an in-kind securities
payment, the Fund will require, among other things, that the securities be
valued on the day of purchase in accordance with the pricing methods used by
the Fund and that the Fund receives satisfactory assurances that (i) it will
have good and marketable title to the securities received by it; (ii) that the
securities are in proper form for transfer to the Fund; and (iii) adequate
information will be provided concerning the basis and other matters relating to
the securities.

Under the 1940 Act, the Fund may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the
NYSE is closed (other than customary weekend and holiday closings, or during
which trading is restricted, or during which as determined by the SEC by rule
or regulation) an emergency exists as a result of which disposal or valuation
of portfolio securities is not reasonably practicable, or for such periods as
the SEC may permit.

The Company may suspend redemption rights or postpone redemption
payments for such periods as are permitted under the 1940 Act. The Company may
also redeem shares involuntarily or make payment for redemption in securities
or other property if it appears appropriate to do so in light of the Company's
responsibilities under the 1940 Act.

In addition, the Company may redeem shares involuntarily to reimburse
the Fund for any losses sustained by reason of the failure of a shareholders to
make full payment for shares purchased or to collect any charge relating to a
transaction effected for the benefit of a shareholder which is applicable to
shares of the Fund as provided from time to time in the Prospectus.

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<PAGE> 58
PORTFOLIO TRANSACTIONS

The Company has no obligation to deal with any dealer or group of
dealers in the execution of transactions in portfolio securities. Subject to
policies established by the Company's Board of Directors, Wells Fargo Bank is
responsible for the Fund's portfolio decisions and the placing of portfolio
transactions. In placing orders, it is the policy of the Company to obtain the
best results taking into account the dealer's general execution and operational
facilities, the type of transaction involved and other factors such as the
dealer's risk in positioning the securities involved. While Wells Fargo Bank
generally seeks reasonably competitive spreads or commissions, the Funds do not
necessarily pay the lowest spread or commission available.

Purchase and sale orders of the securities held by the Fund may be
combined with those of other accounts that Wells Fargo Bank manages, and for
which it has brokerage placement authority, in the interest of seeking the most
favorable overall net results. When Wells Fargo Bank determines that a
particular security should be bought or sold for the Fund and other accounts
managed by Wells Fargo Bank, Wells Fargo Bank undertakes to allocate those
transactions among the participants equitably.

Supplementary research information so received is in addition to, and
not in lieu of, services required to be performed by Wells Fargo Bank and does
not reduce the advisory fees payable by the Fund. The Board of Directors will
periodically review the commissions paid by the Fund to consider whether the
commissions paid over representative periods of time appear to be reasonable in
relation to the benefits inuring to the Fund. It is possible that certain of
the supplementary research or other services received will primarily benefit
one or more other investment companies or other accounts for which investment
discretion is exercised. Conversely, the Fund may be the primary beneficiary
of the research or services received as a result of portfolio transactions
effected for such other account or investment company.

Under Section 28(e) of the Securities Exchange Act of 1934, an adviser
shall not be "deemed to have acted unlawfully or to have breached its fiduciary
duty" solely because under certain circumstances it has caused the account to
pay a higher commission than the lowest available. To obtain the benefit of
Section 28(e), an adviser must make a good faith determination that the
commissions paid are "reasonable in relation to the value of the brokerage and
research services provided . . . viewed in terms of either that particular
transaction or its overall responsibilities with respect to the accounts as to
which it exercises investment discretion and that the services provided by a
broker provide an adviser with lawful and appropriate assistance in the
performance of its investment decision-making responsibilities." Accordingly,
the price to the Fund in any transaction may be less favorable than that
available from another broker/dealer if the difference is reasonably justified
by other aspects of the portfolio execution services offered.

Broker/dealers utilized by Wells Fargo Bank may furnish statistical,
research and other information or services which are deemed by Wells Fargo Bank
to be beneficial to the Fund's investment programs. Research services received
from brokers supplement Wells Fargo Bank's own research and may include the
following types of information: statistical and background information on
industry groups and individual companies; forecasts and interpretations with

24
<PAGE> 59
respect to U.S. and foreign economies, securities, markets, specific industry
groups and individual companies; information on political developments;
portfolio management strategies; performance information on securities and
information concerning prices of securities; and information supplied by
specialized services to Wells Fargo Bank and to the Company's Directors with
respect to the performance, investment activities and fees and expenses of
other mutual funds. Such information may be communicated electronically,
orally or in written form. Research services may also include the providing of
equipment used to communicate research information, the arranging of meetings
with management of companies and the providing of access to consultants who
supply research information.

The outside research assistance is useful to Wells Fargo Bank since
the brokers utilized by Wells Fargo Bank as a group tend to follow a broader
universe of securities and other matters than the staff of Wells Fargo Bank can
follow. In addition, this research provides Wells Fargo Bank with a diverse
perspective on financial markets. Research services which are provided to
Wells Fargo Bank by brokers are available for the benefit of all accounts
managed or advised by Wells Fargo Bank. It is the opinion of Wells Fargo Bank
that this material is beneficial in supplementing their research and analysis;
and, therefore, it may benefit the Fund by improving the quality of Wells Fargo
Bank's investment advice. The advisory fees paid by the Fund is not reduced
because Wells Fargo Bank receives such services.

Brokerage Commissions. Subject to the general supervision and
approval of the Board of Directors, the adviser makes decisions with respect to
and places orders for all purchases and sales of securities for the Treasury
Money Market Mutual Fund. Securities are generally purchased and sold either
directly from the issuer or from dealers who specialize in money market
instruments. Such purchases are usually effected as principal transactions and
therefore do not involve the payment of brokerage commissions.

No brokerage commissions have yet been paid by the Fund to an
affiliated broker.

Securities of Regular Broker/Dealers. The Fund may from time to time
purchase securities issued by their regular broker/dealers. As of September
30, 1996, the Fund, on behalf of all of its share classes, owned securities of
its "regular brokers or dealers" or their parents as defined in the Act, as
follows:

<TABLE>
<CAPTION>
Amount Regular Broker/Dealer
---------------------------------------------
<S> <C>
$225,975,000 Goldman Sachs & Co.
$230,000,000 HSBC Securities
$225,000,000 JP Morgan Securities
$230,000,000 Morgan Stanley
</TABLE>

Furman Selz, the administrator to the predecessor portfolio, did not
report in its N-SAR for the fiscal year ended September 30, 1995, that the Fund
held securities of its regular

25
<PAGE> 60
broker/dealers or of their parents that derive more than 15% of gross revenues
from securities-related activities.

Portfolio Turnover Rate. Changes may be made in the portfolios
consistent with the investment objectives and policies of the Fund whenever
such changes are believed to be in the best interests of the Fund and its
shareholders. The portfolio turnover rate is calculated by dividing the lesser
of purchases or sales of portfolio securities by the average monthly value of
the Fund's portfolio securities. For purposes of this calculation, portfolio
securities exclude all securities having a maturity when purchased of one year
or less.

FUND EXPENSES

Except for the expenses borne by Wells Fargo Bank and Stephens, the
Company bears all costs of its operations, including the compensation of its
Directors who are not affiliated with Stephens or Wells Fargo Bank or any of
their affiliates; advisory, shareholder servicing and administration fees;
payments pursuant to any Plan; interest charges; taxes; fees and expenses of
its independent accountants, legal counsel, transfer agent and dividend
disbursing agent; expenses of redeeming shares; expenses of preparing and
printing prospectuses (except the expense of printing and mailing prospectuses
used for promotional purposes, unless otherwise payable pursuant to a Plan),
shareholders' reports, notices, proxy statements and reports to regulatory
agencies; insurance premiums and certain expenses relating to insurance
coverage; trade association membership dues; brokerage and other expenses
connected with the execution of portfolio transactions; fees and expenses of
its custodian, including those for keeping books and accounts and calculating
the NAV per share of the Fund; expenses of shareholders' meetings; expenses
relating to the issuance, registration and qualification of the Fund's shares;
pricing services, and any extraordinary expenses. Expenses attributable to the
Fund are charged against the Fund assets. General expenses of the Company are
allocated among all of the funds of the Company, including the Fund, in a
manner proportionate to the net assets of the Fund, on a transactional basis,
or on such other basis as the Company's Board of Directors deems equitable.

TAXES

In General. The following information supplements and should be read
in conjunction with Prospectus sections entitled "Dividend and Capital Gain
Distributions" and "Taxes." The Prospectus of the Fund describes generally the
tax treatment of distributions by the Fund. This section of the SAI includes
additional information concerning federal income taxes.

The Company intends to qualify the Fund as a regulated investment
company under Subchapter M of the Code as long as such qualification is in the
best interest of the Fund's shareholders. The Fund will be treated as a
separate entity for tax purposes and thus the provisions of the Code applicable
to regulated investment companies will generally be applied to the Fund, rather
than to the Company as a whole. In addition, net capital gains, net investment
income, and operating expenses will be determined separately for the Fund.

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<PAGE> 61
Qualification as a regulated investment company under the Code
requires, among other things, that (a) the Fund derive at least 90% of its
annual gross income from interest, payments with respect to securities loans,
dividends and gains from the sale or other disposition of securities or options
thereon; (b) the Fund derive less than 30% of its gross income from gains from
the sale or other disposition of securities or options thereon held for less
than three months; and (c) the Fund diversify its holdings so that, at the end
of each quarter of the taxable year, (i) at least 50% of the market value of
the Fund's assets is represented by cash, government securities and other
securities limited in respect of any one issuer to an amount not greater than
5% of the Fund's assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in
the securities of any one issuer (other than U.S. Government obligations and
the securities of other regulated investment companies), or in two or more
issuers which the Fund controls and which are determined to be engaged in the
same or similar trades or businesses. As a regulated investment company, the
Fund will not be subject to federal income tax on its net investment income and
net capital gains distributed to its shareholders, provided that it distributes
to its shareholders at least 90% of its net investment income, including net
tax-exempt income, earned in each year. The Fund intends to pay out
substantially all of its net investment income and net realized capital gains
(if any) for each year.

A 4% nondeductible excise tax will be imposed on the Fund (other than
to the extent of the Fund's tax-exempt income) to the extent it does not meet
certain minimum distribution requirements by the end of each calendar year.
The Fund will either actually or be deemed to distribute all of its net
investment income and net capital gains by the end of each calendar year and,
thus, expects not to be subject to the excise tax.

Corporate shareholders of the Fund may be eligible for the dividends-
received deduction on dividends distributed out of the Fund's net investment
income attributable to dividends received from domestic corporations, which, if
received directly by the corporate shareholder, would qualify for such
deduction. In order to qualify for the dividends-received deduction, a
corporate shareholder must hold the Fund shares paying the dividends upon which
the deduction is based for at least 46 days.

Federal Income Tax Rates. As of the printing of this SAI, the maximum
individual marginal tax rate applicable to ordinary income is 39.60% (marginal
rates may be higher for some individuals due to phase out of exemptions and
elimination of deductions); the maximum individual marginal tax rate applicable
to net capital gains is 28.00%; the maximum corporate tax rate applicable to
ordinary income and net capital gains is 35.00% (except that to eliminate the
benefit of lower marginal corporate income tax rates, corporations which have
taxable income in excess of $100,000 for a taxable year will be required to pay
an additional amount of income tax of up to $11,750 and corporations which have
taxable income in excess of $15,000,000 for a taxable year will be required to
pay an additional amount of tax of up to $100,000). Naturally, the amount of
tax payable by an individual or corporation will be affected by a combination
of tax laws covering, for example, deductions, credits, deferrals, exemptions,
sources of income and other matters.

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<PAGE> 62
Capital Gain Distributions. To the extent that the Fund recognizes
long-term capital gains, such gains will be distributed at least annually and
these distributions will be taxable to shareholders as long-term capital gains,
regardless of how long a shareholder has held Fund shares. Such distributions
will be designated as capital gain distributions in a written notice mailed by
the Fund to the shareholders not later than 60 days after the close of the
Fund's taxable year.

Other Distributions. Although dividends will be declared daily based
on the Fund's daily earnings, for federal income tax purposes, the Fund's
earnings and profits will be determined at the end of each taxable year and
will be allocated pro rata over the entire year. For federal income tax
purposes, only amounts paid out of earnings and profits will qualify as
dividends. Thus, if during a taxable year the Fund's declared dividends (as
declared daily throughout the year) exceed the Fund's net income (as determined
at the end of the year), only that portion of the year's distributions which
equals the year's earnings and profits will be deemed to have constituted a
dividend. It is expected that the Fund's net income, on an annual basis, will
equal the dividends declared during the year.

Disposition of Fund Shares. If a shareholder receives a designated
capital gain distribution (to be treated by the shareholder as a long-term
capital gain) with respect to Fund shares which are held for six months or
less, then (unless otherwise disallowed) any loss on the sale or exchange of
the Fund shares will be treated as a long-term capital loss to the extent of
the designated capital gain distribution. In addition, any loss realized by a
shareholder upon the sale or redemption of Fund shares held less than six
months is disallowed to the extent of any exempt-interest dividends received
thereon by the shareholder. These rules shall not apply, however, to losses
incurred under a periodic redemption plan.

If a shareholder exchanges or otherwise disposes of Fund shares within
90 days of having acquired such shares and if, as a result of having acquired
those shares, the shareholder subsequently pays a reduced sales charge on a new
purchase of shares of the Fund or of a different regulated investment company,
the sales charge previously incurred acquiring the Fund's shares shall not be
taken into account (to the extent such previous sales charges do not exceed the
reduction in sales charges on the new purchase) for the purpose of determining
the amount of gain or loss on the disposition, but will be treated as having
been incurred in the acquisition of such other shares. Also, any loss realized
on a redemption or exchange of shares of the Fund will be disallowed to the
extent that substantially identical shares are reacquired within the 61-day
period beginning 30 days before and ending 30 days after the shares are
disposed of.

Taxation of Fund Investments. Gains or losses on sales of portfolio
securities by the Fund will generally be long-term capital gains or losses if
the securities have been held by it for more than one year, except in certain
cases such as where the Fund acquires a put or writes a call thereon. Gains
recognized on the disposition of a debt obligation (including tax-exempt
obligations purchased after April 30, 1993) purchased by the Fund at a market
discount (generally at a price less than its principal amount) will be treated
as ordinary income to the extent of the portion of market discount which
accrued during the period of time the Fund held the debt

28
<PAGE> 63
obligation. Other gains or losses on the sale of portfolio securities will be
short-term capital gains or losses.

If an option written by the Fund lapses or is terminated through a
closing transaction, such as a repurchase by the Fund of the option from its
holder, the Fund will realize a short-term capital gain or loss, depending on
whether the premium income is greater or less than the amount paid by the Fund
in the closing transaction. Some realized capital losses may be deferred if
they result from a position which is part of a "straddle," discussed below. If
securities are sold by the Fund pursuant to the exercise of a call option
written by it, the Fund will add the premium received to the sale price of the
securities delivered in determining the amount of gain or loss on the sale. If
securities are purchased by the Fund pursuant to the exercise of a put option
written by it, the Fund will subtract the premium received from its cost basis
in the securities purchased. The requirement that the Fund derive less than
30% of its gross income from gains from the sale of securities held for less
than three months may limit the Fund's ability to write options.

The amount of any gain or loss realized by the Fund on closing out a
futures contract will generally result in a realized capital gain or loss for
tax purposes. Futures contracts held at the end of each fiscal year will be
required to be "marked to market" for federal income tax purposes pursuant to
Section 1256 of the Code. In this regard, they will be deemed to have been
sold at market value. Sixty percent (60%) of any net gain or loss recognized
on these deemed sales and sixty percent (60%) of any net realized gain or loss
from any actual sales, generally will be treated as long-term capital gain or
loss, and the remaining forty percent (40%) will be treated as short-term
capital gain or loss. Transactions that qualify as designated hedges are
excepted from the "marked to market" and "60%/40%" rules. Currency
transactions may be subject to Section 988 of the Code, under which foreign
currency gains or losses would generally be computed separately and treated as
ordinary income or losses. The Fund will attempt to monitor Section 988
transactions to avoid an adverse tax impact.

Offsetting positions held by a regulated investment company involving
certain financial forward, futures or options contracts may be considered, for
tax purposes, to constitute "straddles." "Straddles" are defined to include
"offsetting positions" in actively traded personal property. The tax treatment
of "straddles" is governed by Section 1092 of the Code which, in certain
circumstances, overrides or modifies the provisions of Section 1256. If a
regulated investment company were treated as entering into "straddles" by
reason of its engaging in certain financial forward, futures or option
contracts, such straddles could be characterized as "mixed straddles" if the
futures, forwards, or options comprising a part of such straddles were governed
by Section 1256 of the Code. The regulated investment company may make one or
more elections with respect to "mixed straddles." Depending upon which
election is made, if any, the results with respect to the regulated investment
company may differ. Generally, to the extent the straddle rules apply to
positions established by the regulated investment company, losses realized by
the regulated investment company may be deferred to the extent of unrealized
gain in any offsetting positions. Moreover, as a result of the straddle and
the conversion transaction rules, short-term capital loss on straddle positions
may be recharacterized as long-term capital loss, and long-term capital gain
may be characterized as short-term capital gain or ordinary income.

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<PAGE> 64
Foreign Shareholders. Under the Code, distributions of net investment
income by the Fund to a nonresident alien individual, nonresident alien
fiduciary of a trust or estate, foreign corporation, or foreign partnership (a
"foreign shareholder") will be subject to U.S. withholding tax (at a rate of
30% or a lower treaty rate). Withholding will not apply if a dividend paid by
the Fund to a foreign shareholder is "effectively connected" with a U.S. trade
or business, in which case the reporting and withholding requirements
applicable to U.S. citizens, U.S. residents or domestic corporations will
apply. Distributions of net long-term capital gains are not subject to tax
withholding, but in the case of a foreign shareholder who is a nonresident
alien individual, such distributions ordinarily will be subject to U.S. income
tax at a rate of 30% if the individual is physically present in the U.S. for
more than 182 days during the taxable year.

Backup Withholding. The Company may be required to withhold, subject
to certain exemptions, at a rate of 31% ("backup withholding") on dividends,
capital gain distributions, and redemption proceeds (including redemptions in
kind and proceeds from exchanges) paid or credited to an individual Fund
shareholder, unless a shareholder certifies that the Taxpayer Identification
Number ("TIN") provided is correct and that the shareholder is not subject to
backup withholding, or the IRS notifies the Company that the shareholder's TIN
is incorrect or the shareholder is subject to backup withholding. Such tax
withheld does not constitute any additional tax imposed on the shareholder, and
may be claimed as a tax payment on the shareholder's federal income tax return.
An investor must provide a valid TIN upon opening or reopening an account.
Failure to furnish a valid TIN to the Company could subject the investor to
penalties imposed by the IRS.

Other Matters. Investors should be aware that the investments to be
made by the Fund may involve sophisticated tax rules that may result in income
or gain recognition by the Fund without corresponding current cash receipts.
Although the Fund will seek to avoid significant noncash income, such noncash
income could be recognized by the Fund, in which case the Fund may distribute
cash derived from other sources in order to meet the minimum distribution
requirements described above.

The foregoing discussion and the discussions in the Prospectus address
only some of the federal tax considerations generally affecting investments in
the Fund. Each investor is urged to consult his or her tax advisor regarding
specific questions as to federal, state or local taxes and foreign taxes.

CAPITAL STOCK

The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "The Fund and
Management."

The Fund is a member of the Stagecoach Family of Funds. The Company
was organized as a Maryland corporation on September 9, 1991 and currently
offers shares of 24 other funds.

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<PAGE> 65
The Fund offers four classes of shares, including the Class E shares.
Most of the Company's funds are authorized to issue multiple classes of
shares, one class generally subject to a front-end sales charge and, in some
cases, a class subject to a contingent-deferred sales charge, that are offered
to retail investors. Certain of the Company's funds also are authorized to
issue other classes of shares, which are sold primarily to institutional
investors. Each class of shares in the Fund represents an equal, proportionate
interest in the Fund with other shares of the same class. Shareholders of each
class bear their pro rata portion of the fund's operating expenses, except for
certain class-specific expenses (e.g., any state securities registration fees,
shareholder servicing fees or distribution fees that may be paid under Rule
12b-1) that are allocated to a particular class. Please contact Stagecoach
Shareholder Services at 1-800-222-8222 if you would like additional information
about other funds or classes of shares offered.

With respect to matters that affect one class of the Fund's shares but
not another, shareholders vote as a class; for example, the approval of a Plan.
Subject to the foregoing, on any matter submitted to a vote of shareholders,
all shares then entitled to vote are voted separately by series unless
otherwise required by the Act, in which case all shares are voted in the
aggregate. For example, a change in a series' fundamental investment policy
affects only one series and are voted upon only by shareholders of the series
and not by shareholders of the Company's other series. Additionally, approval
of an advisory contract is a matter to be determined separately by each series.
Approval by the shareholders of one series is effective as to that series
whether or not sufficient votes are received from the shareholders of the other
series to approve the proposal as to those series. As used in the prospectus
and in this SAI, the term "majority" when referring to approvals to be obtained
from shareholders of a class of the Fund, means the vote of the lesser of (i)
67% of the shares of such class of the Fund represented at a meeting if the
holders of more than 50% of the outstanding shares of such class of the Fund
are present in person or by proxy, or (ii) more than 50% of the outstanding
shares of such class of the Fund. The term "majority," when referring to the
approvals to be obtained from shareholders of the Company as a whole, means the
vote of the lesser of (i) 67% of the Company's shares represented at a meeting
if the holders of more than 50% of the Company's outstanding shares are present
in person or by proxy, or (ii) more than 50% of the Company's outstanding
shares. Shareholders are entitled to one vote for each full share held and
fractional votes for fractional shares held. The Company may dispense with an
annual meeting of shareholders in any year in which it is not required to elect
directors under the 1940 Act.

Each share of a class of the Fund represents an equal proportional
interest in the Fund with each other share in the same class and is entitled to
such dividends and distributions out of the income earned on the assets
belonging to the Fund as are declared in the discretion of the Directors. In
the event of the liquidation or dissolution of the Company, shareholders of the
Fund or class are entitled to receive the assets attributable to the Fund or
class that are available for distribution, and a distribution of any general
assets not attributable to a particular investment portfolio that are available
for distribution in such manner and on such basis as the Directors in their
sole discretion may determine.

Shares have no preemptive rights or subscription. All shares, when
issued for the consideration described in the prospectus, are fully paid and
non-assessable by the Company.

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<PAGE> 66

As of March __, 1997, Stephens, Inc., 111 Center Street, Little Rock,
Arkansas 72201 was a controlling person of the Class E shares of the Fund. It
is expected that upon commencement of the public offering of the Class E shares
Stephens will no longer be a controlling person and that no person will have
beneficial or record ownership of 5% or more of any class of the Fund or 5%
or more of the voting securities of the Fund as a whole.

For purposes of the 1940 Act, any person who owns directly or through
one or more controlled companies more than 25% of the voting securities of a
fund is presumed to "control" such fund. Accordingly, to the extent that a
shareholder identified in the foregoing table is defined as the beneficial
holder of more than 25% of a class (or Fund), or is identified as the holder of
record of more that 25% of a class (or Fund) and has voting and/or investment
powers, it may be presumed to control such class (or Fund).

OTHER INFORMATION

This Registration Statement, including the prospectus for the Fund,
the SAI and the exhibits filed therewith, may be examined at the office of the
SEC in Washington, D.C. Statements contained in a prospectus or the SAI as to
the contents of any contract or other document referred to herein or in the
prospectus are not necessarily complete, and, in each instance, reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.

INDEPENDENT AUDITORS

KPMG Peat Marwick LLP serves as the independent auditors for the
Company. KPMG Peat Marwick LLP provides audit services, tax return preparation
and assistance and consultation in connection with review of certain SEC
filings. KPMG Peat Marwick LLP's address is Three Embarcadero Center, San
Francisco, California 94111.

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<PAGE> 67

FINANCIAL INFORMATION

The portfolio of investments, audited financial statements and
independent auditors' report for the fiscal year ended September 30, 1996 are
hereby incorporated by reference to the Company's Annual Reports as filed with
the SEC on December 9, 1996. The Company's Annual Reports may be obtained by
calling 1-800-222-8222. The portfolio of investments, audited financial
statements and independent auditors' report are attached to all SAIs delivered
to current or prospective shareholders.

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<PAGE> 68
STAGECOACH FUNDS, INC.
SEC REGISTRATION NOS. 33-42927; 811-6419

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Not Applicable.

(b) Exhibits:

Exhibit
Number Description
------ -----------

1 - 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.

2 - By-Laws, incorporated by reference to the
Initial Registration Statement, filed September
30, 1991.

3 - Not Applicable

4 - Not Applicable

5(a)(i) - Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Asset Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

5(a)(ii) - Sub-Advisory Contract with BZW Barclays Global
Fund Advisors on behalf of the Asset Allocation
Fund, incorporated by reference to
Post-Effective Amendment No. 21 to the
Registration Statement, filed February 29,
1996.

5(b)(i) - Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the U.S. Government Allocation
Fund, incorporated by reference to
Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.

5(b)(ii) - Sub-Advisory Contract with BZW Barclays Global
Fund Advisors on behalf of the U.S. Government
Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 21 to the
Registration Statement, filed February 29,
1996.

5(c) - 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.
<PAGE> 69
5(d) - 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.

5(e) - 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.

5(f) - Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Growth and Income Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

5(g)(i) - Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Corporate Stock Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

5(g)(ii) - Sub-Advisory Contract with BZW Barclays Global
Fund Advisors on behalf of the Corporate Stock
Fund, incorporated by reference to
Post-Effective Amendment No. 21 to the
Registration Statement, filed February 29,
1996.

5(h) - Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Money Market Mutual Fund,
incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement,
filed May 1, 1992.

5(i) - Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the California Tax-Free Income
Fund, incorporated by reference to
Post-Effective Amendment No. 4 to the
Registration Statement, filed September 10,
1992.

5(j) - Advisory Contract with Wells Fargo Bank, N.A.
on behalf of the Diversified Income Fund,
incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement,
filed November 29, 1995.

5(k) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the Arizona Tax-Free
Fund, incorporated by reference to
Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

5(l) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the Balanced Fund,
incorporated by reference to Post-Effective
Amendment No. 25 to the Registration Statement,
filed June 17, 1996.

5(m) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the Equity Value Fund,
incorporated by reference to Post-Effective
Amendment No. 25 to the Registration Statement,
filed June 17, 1996.

5(n) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the Government Money
Market Mutual Fund, incorporated by reference
to Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

5(o) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the Intermediate Bond
Fund, incorporated by reference to
Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

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<PAGE> 70
5(p) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the Money Market Trust
Fund, incorporated by reference to
Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

5(q) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the National Tax-Free
Fund, incorporated by reference to
Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

5(r) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the Oregon Tax-Free
Fund, incorporated by reference to
Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

5(s) - Form of 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. 25 to the
Registration Statement, filed June 17, 1996.

5(t) - Form of 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. 25 to the
Registration Statement, filed June 17, 1996.

5(u) - Form of Advisory Contract with Wells Fargo
Bank, N.A. on behalf of the California Tax-
Free Money Market Trust, incorporated by
reference to Post-Effective Amendment No. 28 to
the Registration Statement, filed December 3,
1996.

6(a) - Amended Distribution Agreement with Stephens
Inc., incorporated by reference to Post-
Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.

6(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.

7 - Not Applicable

8(a) - Custody Agreement with Wells Fargo
Institutional Trust Company, N.A. on behalf of
the Asset Allocation Fund, incorporated by
reference to Post-Effective Amendment No. 2 to
the Registration Statement, filed April 17,
1992.

8(b) - Custody Agreement with Wells Fargo
Institutional Trust Company, N.A. on behalf of
the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

8(c) - Custody Agreement with Wells Fargo
Institutional Trust Company, N.A. on behalf of
the Corporate Stock Fund, incorporated by
reference to Post-Effective Amendment No. 2 to
the Registration Statement, filed April 17,
1992.

8(d) - 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.

C-3
<PAGE> 71
8(e) - 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.

8(f) - Custody Agreement with Wells Fargo Bank, N.A.
on behalf of the Growth and Income Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

8(g) - 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.

8(h) - Custody Agreement with Wells Fargo Bank, N.A.
on behalf of the Money Market Fund,
incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement,
filed May 1, 1992.

8(i) - Custody Agreement with Wells Fargo Bank, N.A.
on behalf of the California Tax-Free Income
Fund, incorporated by reference to
Post-Effective Amendment No. 17 to the
Registration Statement, filed November 29,
1995.

8(j) - Custody Agreement with Wells Fargo Bank, N.A.
on behalf of the Diversified Income Fund,
incorporated by reference to Post-Effective
Amendment No. 17 to the Registration Statement,
filed November 29, 1995.

8(k) - Custody Agreement with Wells Fargo Bank, N.A.
on behalf of the Short-Intermediate U.S.
Government Income Fund, incorporated by
reference to Post-Effective Amendment No. 8 to
the Registration Statement, filed February 10,
1994.

8(l) - 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.

8(m) - 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.

8(n) - Form of Custody Agreement with Wells Fargo Bank
on behalf of the Arizona Tax-Free, Balanced,
Equity Value, Government Money Market Mutual,
Intermediate Bond, Money Market Trust, National
Tax-Free, Oregon Tax-Free, Prime Money Market
Mutual and Treasury Money Market Mutual Funds,
incorporated by reference to Post-Effective
Amendment No. 25 to the Registration Statement,
filed June 17, 1996.

9(a)(i) - Administration Agreement with Stephens Inc. on
behalf of the Asset Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

9(a)(ii) - Administration Agreement with Stephens Inc. on
behalf of the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

C-4
<PAGE> 72
9(a)(iii) - Administration Agreement with Stephens Inc. 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(a)(iv) - Administration Agreement with Stephens Inc. 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(a)(v) - Administration Agreement with Stephens Inc. 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(a)(vi) - Administration Agreement with Stephens Inc. on
behalf of the Growth and Income Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

9(a)(vii) - Administration Agreement with Stephens Inc. on
behalf of the Corporate Stock Fund,
incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement,
filed April 17, 1992.

9(a)(viii) - Administration Agreement with Stephens Inc. on
behalf of the Money Market Mutual Fund,
incorporated by reference to Post-Effective
Amendment No. 3 to the Registration Statement,
filed May 1, 1992.

9(a)(ix) - Administration Agreement with Stephens Inc. on
behalf of the California Tax-Free Income Fund,
incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement,
filed September 10, 1992.

9(a)(x) - Administration Agreement with Stephens Inc. on
behalf of the Diversified Income Fund,
incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement,
filed September 10, 1992.

9(a)(xi) - Administration Agreement with Stephens Inc. on
behalf of the Short-Intermediate U.S.
Government Income Fund, incorporated by
reference to Post-Effective Amendment No. 8 to
the Registration Statement, filed February 10,
1994.

9(a)(xii) - Administration Agreement with Stephens Inc. on
behalf of the National Tax-Free Money Market
Mutual Fund, incorporated by reference to
Post-Effective Amendment No. 19 to the
Registration Statement, filed December 18,
1995.

9(a)(xiii) - Administration Agreement with Stephens Inc. on
behalf of the Aggressive Growth Fund,
incorporated by reference to Post-Effective
Amendment No. 19 to the Registration Statement,
filed December 18, 1995.

9(a)(xiv) - Form of Administration Agreement with Stephens
Inc. on behalf of the Arizona Tax-Free,
Balanced, Equity Value, Government Money Market
Mutual, Intermediate Bond, Money Market Trust,
National Tax-Free, Oregon Tax-Free, Prime Money
Market Mutual and Treasury Money Market Mutual
Funds, incorporated by reference to
Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

9(b)(i) - Agency 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.

C-5
<PAGE> 73
9(b)(ii) - Agency 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(b)(iii) - Form of Agency Agreement with Wells Fargo Bank,
N.A. on behalf of the Aggressive Growth Fund,
incorporated by reference to Post-Effective
Amendment No. 19 to the Registration Statement,
filed December 18, 1995.

9(b)(iv) - Form of Amended Agency Agreement with Wells
Fargo Bank, NA on behalf of the Arizona Tax-
Free, Balanced, Equity Value, Government Money
Market Mutual, Intermediate Bond, Money Market
Trust, National Tax-Free, Oregon Tax-Free,
Prime Money Market Mutual and Treasury Money
Market Mutual Funds, incorporated by reference
to Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

9(c)(i) - 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.

9(c)(ii) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Corporate
Stock Fund, incorporated by reference to
Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.

9(c)(iii) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Money Market
Mutual Fund, incorporated by reference to
Post-Effective Amendment No. 3 to the
Registration Statement, filed May 1, 1992.

9(c)(iv) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the California
Tax-Free Income Fund, incorporated by reference
to Post-Effective Amendment No. 17 to the
Registration Statement, filed November 29,
1995.

9(c)(v) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Short-
Intermediate U.S. Government Income Fund,
incorporated by reference to Post-Effective
Amendment No. 8 to the Registration Statement,
filed February 10, 1994.

9(c)(vi) - Shareholder Servicing 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(c)(vii) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class B
Shares of the Asset Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(c)(viii) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class B
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.

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<PAGE> 74
9(c)(ix) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class B
Shares of the Diversified Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(c)(x) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class B
Shares of the Ginnie Mae Fund, incorporated by
reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.

9(c)(xi) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class B
Shares of the Growth and Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(c)(xii) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class B
Shares of the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(c)(xiii) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class B
Shares of the Aggressive Growth Fund,
incorporated by reference to Post-Effective
Amendment No. 20 to the Registration Statement,
filed February 28, 1996.

9(c)(xiv) - Amended Shareholder Servicing Agreement with
Wells Fargo Bank, N.A. on behalf of the Class A
Shares of the Asset Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(c)(xv) - 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.

9(c)(xvi) - Amended Shareholder Servicing Agreement with
Wells Fargo Bank, N.A. on behalf of the Class A
Shares of the Diversified Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(c)(xvii) - 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.

9(c)(xviii) - Amended Shareholder Servicing Agreement with
Wells Fargo Bank, N.A. on behalf of the Class A
Shares of the Growth and Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(c)(xix) - Amended Shareholder Servicing Agreement with
Wells Fargo Bank, N.A. on behalf of the Class A
Shares of the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

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<PAGE> 75
9(c)(xx) - Shareholder Servicing Agreement with Wells
Fargo Bank, N.A. on behalf of the Class A
Shares of the Aggressive Growth Fund,
incorporated by reference to Post-Effective
Amendment No. 20 to the Registration Statement,
filed February 28, 1996.

9(d)(i) - Servicing Plan on behalf of the National
Tax-Free Money Market Mutual Fund, incorporated
by reference to Post-Effective Amendment No. 17
to the Registration Statement, filed November
29, 1995.

9(d)(ii) - Servicing Plan on behalf of the Class B Shares
of the Asset Allocation Fund, incorporated by
reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.

9(d)(iii) - Servicing Plan on behalf of the Class B 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.

9(d)(iv) - Servicing Plan on behalf of the Class B Shares
of the Diversified Income Fund, incorporated by
reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.

9(d)(v) - Servicing Plan on behalf of the Class B Shares
of the Ginnie Mae Fund, incorporated by
reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.

9(d)(vi) - Servicing Plan on behalf of the Class B Shares
of the Growth and Income Fund, incorporated by
reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.

9(d)(vii) - Servicing Plan on behalf of the Class B Shares
of the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

9(d)(viii) - Servicing Plan on behalf of the 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.

9(d)(ix) - Servicing Plan on behalf of the Class B Shares
of the Aggressive Growth Fund, incorporated by
reference to Post-Effective Amendment No. 19 to
the Registration Statement, filed December 18,
1995.

9(d)(x) - Servicing Plan and Form of Shareholder
Servicing Agreement on behalf of the Class A
Shares of the Arizona Tax-Free, Balanced,
Equity Value, Government Money Market Mutual,
Intermediate Bond, National Tax-Free, Oregon
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(d)(xi) - Servicing Plan and Form of Shareholder
Servicing Agreement on behalf of the Class B
Shares of the Arizona Tax-Free, Balanced,
Equity Value, Intermediate Bond, National Tax-
Free and Oregon Tax-Free Funds, incorporated by
reference to Post-Effective Amendment No. 25 to
the Registration Statement, filed June 17,
1996.

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9(d)(xii) - Servicing Plan and Form of Shareholder
Servicing Agreement on behalf of the
Institutional Class Shares of the Arizona
Tax-Free, Balanced, California Tax-Free Bond,
California Tax-Free Income, Equity Value,
Ginnie Mae, Growth and Income, Intermediate
Bond, Money Market Mutual, National Tax-Free,
Oregon Tax-Free, Prime Money Market Mutual,
Short-Intermediate Government and Treasury
Money Market Mutual Funds, incorporated by
reference to Post-Effective Amendment No. 25 to
the Registration Statement, filed June 17,
1996.

9(d)(xiii) - Servicing Plan and Form of Shareholder
Servicing Agreement on behalf of the Service
Class Shares of the 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(d)(xiv) - Servicing Plan and Form of Shareholder
Servicing Agreement on behalf of the Money
Market Trust and California Tax-Free Money
Market Trust, incorporated by reference to
Post-Effective Amendment No. 28 to the
Registration Statement, filed December 3, 1996.

9(d)(xv) - Servicing Plan and Form of Shareholder
Servicing Agreement on behalf of the Class E
Shares of the Treasury Money Market Mutual
Fund, filed herewith.

9(e) - Cross Indemnification Agreement, incorporated
by reference to Post-Effective Amendment No. 11
to the Registration Statement of Stagecoach
Inc., filed July 27, 1994.

10 - Opinion and Consent of Counsel, filed herewith.

11 - Not Applicable.

12 - Not Applicable

13 - Investment letter, incorporated by reference to
Item 24(b) of Pre-Effective Amendment No. 1 to
the Registration Statement, filed November 29,
1991.

14 - Not Applicable

15(a)(i) - 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.

15(a)(ii) - Distribution Plan on behalf of the Corporate
Stock Fund, incorporated by reference to
Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.

15(a)(iii) - Distribution Plan on behalf of the Money Market
Mutual Fund, incorporated by reference to
Post-Effective Amendment No. 3 to the
Registration Statement, filed May 1, 1992.

15(a)(iv) - Distribution Plan on behalf of the California
Tax-Free Income Fund, incorporated by reference
to Post-Effective Amendment No. 4 to the
Registration Statement, filed September 10,
1992.

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<PAGE> 77
15(a)(v) - Distribution Plan on behalf of the
Short-Intermediate U.S. Government Income Fund,
incorporated by reference to Post-Effective
Amendment No. 8 to the Registration Statement,
filed February 10, 1994.

15(a)(vi) - Distribution Plan on behalf of the National
Tax-Free Money Market Mutual Fund, incorporated
by reference to Post-Effective Amendment No. 17
to the Registration Statement, filed November
29, 1995.

15(a)(vii) - Distribution Plan on behalf of the California
Tax-Free Money Market Trust, incorporated by
reference to Post-Effective Amendment No. 28 to
the Registration Statement, filed December 3,
1996.

15(b)(i) - Distribution Plan on behalf of the Class B
Shares of the Asset Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

15(b)(ii) - Distribution Plan on behalf of the Class B
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.

15(b)(iii) - Distribution Plan on behalf of the Class B
Shares of the Diversified Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

15(b)(iv) - Distribution Plan on behalf of the Class B
Shares of the Ginnie Mae Fund, incorporated by
reference to Post-Effective Amendment No. 15 to
the Registration Statement, filed May 1, 1995.

15(b)(v) - Distribution Plan on behalf of the Class B
Shares of the Growth and Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

15(b)(vi) - Distribution Plan on behalf of the Class B
Shares of the U.S. Government Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

15(b)(vii) - Distribution Plan on behalf of the Class B
Shares of the Aggressive Growth Fund,
incorporated by reference to Post-Effective
Amendment No. 19 to the Registration Statement,
filed December 18, 1995.

15(b)(viii) - Distribution Plan on behalf of the Class B
Shares of the Arizona Tax-Free, Balanced,
Equity Value, Intermediate Bond, National
Tax-Free and Oregon Tax-Free Funds,
incorporated by reference to Post-Effective
Amendment No. 25 to the Registration Statement,
filed June 17, 1996.

15(c)(i) - Amended Distribution Plan on behalf of the
Class A Shares of the Asset Allocation Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

15(c)(ii) - Amended Distribution Plan 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.

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<PAGE> 78
15(c)(iii) - Amended Distribution Plan on behalf of the
Class A Shares of the Diversified Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

15(c)(iv) - Amended Distribution Plan 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.

15(c)(v) - Amended Distribution Plan on behalf of the
Class A Shares of the Growth and Income Fund,
incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement,
filed May 1, 1995.

15(c)(vi) - Amended Distribution Plan on behalf of the
Class A Shares of the U.S. Government
Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.

15(c)(vii) - Distribution Plan on behalf of the 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.

15(c)(viii) - Distribution Plan on behalf of the Class A
Shares of the Arizona Tax-Free, Balanced,
Equity Value, Government Money Market Mutual,
Intermediate Bond, National Tax-Free and Oregon
Tax-Free Funds, incorporated by reference to
Post-Effective Amendment No. 25 to the
Registration Statement, filed June 17, 1996.

15(d) - Distribution Plan on behalf of the Class E
Shares of the Treasury Money Market Mutual
Fund, filed herewith.

16(a) - Schedules for Computation of Performance Data,
incorporated by reference to Post-Effective
Amendment No. 2, filed April 17, 1992.

16(b) - Schedules for Computation of Performance Data,
incorporated by reference to Post-Effective
Amendment No. 15, filed May 1, 1995.

17 - Powers of Attorney, incorporated by reference
to Initial Registration Statement, filed
September 30, 1991.

18(a) - Rule 18f-3 Multi-Class Plan, incorporated by
reference to Post-Effective Amendment No. 14
to the Registration Statement, filed April 14,
1995.

18(b) - Amended Rule 18f-3 Multi-Class Plan,
incorporated by reference to Post-Effective
Amendment No. 19 to the Registration Statement,
filed December 18, 1995.

18(c) - Amended Rule 18f-3 Multi-Class Plan,
incorporated by reference to Post-Effective
Amendment No. 25 to the Registration Statement,
filed June 17, 1996.

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<PAGE> 79
Item 25. Persons Controlled by or under Common Control with Registrant

As of January 3, 1997, the Asset Allocation, Corporate Stock and
U.S. Government Allocation Funds each owned approximately 99% of the
outstanding beneficial interests of the Asset Allocation, Corporate Stock and
U.S. Government Allocation Master Portfolios, respectively, of Master
Investment Trust ("MIT"). As of January 3, 1997, the Aggressive Growth,
National Tax-Free Money Market Mutual and Small Cap Funds owned approximately
22%, 16% and 87% of the outstanding beneficial interests of the Capital
Appreciation, Tax-Free Money Market and Small Cap Master Portfolios,
respectively, of MIT. As such, each Fund could be considered a "controlling
person" (as such term is defined in the 1940 Act) of the corresponding Master
Portfolio.

Item 26. Number of Holders of Securities

As of December 1, 1996, the number of record holders of each
class of Securities of the Registrant was as follows:

<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
Class A* Class B Institutional Class
------- ------- -------------------
<S> <C> <C> <C>
Aggressive Growth Fund 1,155 1,435 N/A

Arizona Tax-Free Fund 335 2 9

Asset Allocation Fund 21,467 3,977 N/A

Balanced Fund 2,054 5 290

California Tax-Free Bond Fund 11,732 1,107 71

California Tax-Free Income Fund 4,342 N/A 8

California Tax-Free Money Market Mutual Fund 17,235 N/A N/A

Corporate Stock Fund 1,068 N/A N/A

Diversified Income Fund 11,962 1,386 N/A

Equity Value Fund 1,437 13 297

Ginnie Mae Fund 7,722 722 190

Government Money Market Mutual Fund 240 N/A N/A

Growth and Income Fund 12,793 1,258 40
</TABLE>

* For purposes of this chart, shares of single class Funds are included under
the designation "Class A"

C-12
<PAGE> 80
<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
Class A* Class B Institutional Class
------- ------- -------------------
<S> <C> <C> <C>
Intermediate Bond Fund 247 4 13

Money Market Mutual Fund 17,752 2** 11

Money Market Trust 12 N/A N/A

National Tax-Free Fund 176 1 9

National Tax-Free Money Market 11 N/A N/A
Mutual Fund

Oregon Tax-Free Fund 978 3 6

Prime Money Market Mutual 518 7*** 49

Short-Intermediate U.S. Government 6,686 N/A 146
Income Fund

Small Cap Fund 49 43 6

Treasury Money Market Mutual Fund 125 7*** 418

U.S. Government Allocation Fund 8,620 267 N/A
</TABLE>

**Designates the number of Class S recordholders.
***Designates the number of Service Class recordholders.

Item 27. Indemnification

The following paragraphs of Article VIII of the Registrant's
Articles of Incorporation provide:

(h) The Corporation shall indemnify (1) its Directors and
Officers, whether serving the Corporation or at its request any other
entity, to the full extent required or permitted by the General Laws of
the State of Maryland now or hereafter in force, including the advance of
expenses under the procedures and to the full extent permitted by law,
and (2) its other employees and agents to such extent as shall be
authorized by the Board of Directors or the Corporation's By-Laws and be
permitted by law. The foregoing rights of indemnification shall not be
exclusive of any other rights to which those seeking indemnification may
be entitled. The Board of Directors may take such action as is necessary
to carry out these indemnification provisions and is expressly empowered
to adopt, approve and amend from time to time such By-Laws, resolutions
or contracts implementing such provisions or such further indemnification
arrangements as may be permitted by law. No amendment of these

C-13
<PAGE> 81
Articles of Incorporation of the Corporation shall limit or eliminate the
right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal. Nothing contained
herein shall be construed to authorize the Corporation to indemnify any
Director or officer of the Corporation against any liability to the
Corporation or to any holders of securities of the Corporation to which
he is subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct
of his office. Any indemnification by the Corporation shall be
consistent with the requirements of law, including the 1940 Act.

(i) To the fullest extent permitted by Maryland
statutory and decisional law and the 1940 Act, as amended or interpreted,
no Director or officer of the Corporation shall be personally liable to
the Corporation or its stockholders for money damages; provided, however,
that nothing herein shall be construed to protect any Director or officer
of the Corporation against any liability to which such Director or
officer would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in
the conduct of his office. No amendment, modification or repeal of this
Article VIII shall adversely affect any right or protection of a Director
or officer that exists at the time of such amendment, modification or
repeal.

Item 28. Business and Other Connections of Investment Adviser.

Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned
subsidiary of Wells Fargo & Company, currently serves as investment adviser to
several of the Registrant's investment portfolios and to certain other
registered open-end management investment companies. Wells Fargo Bank's
business is that of a national banking association with respect to which it
conducts a variety of commercial banking and trust activities.

To the knowledge of Registrant, none of the directors or
executive officers of Wells Fargo Bank, except those set forth below, is or has
been at any time during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain executive officers also hold various positions with and engage in
business for Wells Fargo & Company. Set forth below are the names and principal
businesses of the directors and executive officers of Wells Fargo Bank who are
or during the past two fiscal years have been engaged in any other business,
profession, vocation or employment of a substantial nature for their own
account or in the capacity of director, officer, employee, partner or trustee.
All the directors of Wells Fargo Bank also serve as directors of Wells Fargo &
Company.

<TABLE>
<S> <C>
Name and Position Principal Business(es) and Address(es)
at Wells Fargo Bank During at Least the Last Two Fiscal Years
------------------- ------------------------------------------

H. Jesse Arnelle Senior Partner of Arnelle & Hastie
Director 455 Market Street
San Francisco, CA 94105
</TABLE>

C-14
<PAGE> 82
<TABLE>
<S> <C>

Director of FPL Group, Inc.
700 Universe Blvd.
P.O. Box 14000
North Palm Beach, FL 33408

William R. Breuner General Partner in Breuner Associates, Breuner Properties and
Director Breuner-Pavarnick Real Estate Developers. Retired Chairman of
the Board of Directors of John Breuner Co.
2300 Clayton Road, Suite 1570
Concord, CA 94520

Vice Chairman of the California State Railroad
Museum Foundation.
111 I Street
Old Sacramento, CA 95814

William S. Davila President and Director of The Vons Companies, Inc.
Director 618 Michillinda Avenue
Arcadia, CA 91007

Officer of Western Association of Food Chains
825 Colorado Blvd. #203
Los Angeles, CA 90041

Rayburn S. Dezember Director of CalMat Co.
Director 3200 San Fernando Road
Los Angeles, CA 90065

Director of Tejon Ranch Co.
P.O. Box 1000
Lebec, CA 93243

Director of Turner Casting Corp.
P.O. Box 1099
Cudahy, CA 90201

Director of The Bakersfield Californian
P.O. Box 440
1707 I Street
Bakersfield, CA 93302

Director of Kern County Economic Development Corp.
P.O. Box 1229
2700 M Street, Suite 225
Bakersfield, CA 93301

Chairman of the Board of Trustees of Whittier College
13406 East Philadelphia Avenue
P.O. Box 634
Whittier, CA 90608
</TABLE>

C-15
<PAGE> 83
<TABLE>
<S> <C>
Name and Position Principal Business(es) and Address(es)
at Wells Fargo Bank During at Least the Last Two Fiscal Years
------------------- ------------------------------------------

Paul Hazen Chairman of the Board of Directors of
Chairman of the Wells Fargo & Company
Board of Directors 420 Montgomery Street
San Francisco, CA 94105

Director of Pacific Telesis Group
130 Kearny Street
San Francisco, CA 94108

Director of Phelps Dodge Corp.
2600 North Central Avenue
Phoenix, AZ 85004

Director of Safeway Inc.
Fourth and Jackson Streets
Oakland, CA 94660

Robert K. Jaedicke Accounting Professor and Dean Emeritus of
Director Graduate School of Business, Stanford University
MBA Admissions Office
Stanford, CA 94305

Director of Homestake Mining Co.
650 California Street
San Francisco, CA 94108

Director of California Water Service Company
1720 North First Street
San Jose, CA 95112

Director of Boise Cascade Corp.
1111 West Jefferson Street
P.O. Box 50
Boise, ID 83728

Director of Enron Corp.
1400 Smith Street
Houston, TX 77002

Director of GenCorp, Inc.
175 Ghent Road
Fairlawn, OH 44333

Paul A. Miller Chairman of Executive Committee and Director of
Director Pacific Enterprises
633 West Fifth Street
Los Angeles, CA 90071

</TABLE>

C-16
<PAGE> 84
<TABLE>
<S> <C>
Trustee of Mutual Life Insurance Company of New York
1740 Broadway
New York, NY 10019

Director of Newhall Management Corporation
23823 Valencia Blvd.
Valencia, CA 91355

Trustee of University of Southern California
University Park TGF 200
665 Exposition Blvd.
Los Angeles, CA 90089

Ellen M. Newman President of Ellen Newman Associates
Director 323 Geary Street, Suite 507
San Francisco, CA 94102

Chair of Board of Trustees of
University of California at San Francisco Foundation
250 Executive Park Blvd., Suite 2000
San Francisco, CA 94143

Director of American Conservatory Theater
30 Grant Avenue
San Francisco, CA 94108

Director of California Chamber of Commerce
1201 K Street, 12th Floor
Sacramento, CA 95814

Philip J. Quigley Chairman, Chief Executive Officer and
Director Director of Pacific Telesis Group
130 Kearney Street, Rm. 3700
San Francisco, CA 94108

Director of Varian Associates
3050 Hansen Way
P.O. Box 10800
Palo Alto, CA 94303

Carl E. Reichardt Chairman and Chief Executive Officer of the
Director Board of Directors of Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94105

Director of Ford Motor Company
The American Road
Dearborn, MI 48121

Director of Hospital Corporation of America,
HCA-Hospital Corp. of America
One Park Plaza
Nashville, TN 37203

</TABLE>

C-17
<PAGE> 85
<TABLE>
<S> <C>
Director of Pacific Gas and Electric Company
77 Beale Street
San Francisco, CA 94105

Director of Newhall Management Corporation
23823 Valencia Blvd.
Valencia, CA 91355

Donald B. Rice President, Chief Operating Officer and Director of
Director Teledyne, Inc.
2049 Century Park East
Los Angeles, CA 90067

Director of Vulcan Materials Company
One Metroplex Drive
Birmingham, AL 35209

Retired Secretary of the Air Force

Susan G. Swenson President and Chief Executive Officer of Cellular One
Director 651 Gateway Blvd.
San Francisco, CA 94080

Chang-Lin Tien Chancellor of University of California at Berkeley
Director UC at Berkeley
Berkeley, CA 94720

John A. Young President, Director and Chief Executive Officer of
Director Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 94304

Director of Chevron Corporation
225 Bush Street
San Francisco, CA 94104

William F. Zuendt Director of 3Com Corp.
President 5400 Bayfront Plaza
P.O. Box 58145
Santa Clara, CA 95052

Director of MasterCard International
888 Seventh Avenue
New York, NY 10106

Trustee of Golden Gate University
536 Mission Street
San Francisco, CA 94163
</TABLE>

Prior to May 1, 1996, Barclays Global Fund Advisors ("BGFA"), a
wholly-owned subsidiary of Barclays Global Investors, N.A. ("BGI", formerly,
Wells Fargo Institutional Trust Company), served as the sub-adviser to the
Asset Allocation, Corporate Stock and U.S.

C-18
<PAGE> 86
Government Allocation Funds of the Company and to certain other open-end
management investment companies. As of May 1, 1996, BGFA no longer served as
sub-adviser to the Asset Allocation, Corporate Stock and U.S. Government
Allocation Funds. As of this date, BGFA served as sub-adviser to the
corresponding Asset Allocation, U.S. Government Allocation and Corporate Stock
Master Portfolios of Master Investment Trust, in which such funds invest
substantially all of their assets.

The directors and officers of BGFA consist primarily of persons
who during the past two years have been active in the investment management
business of the former sub-adviser to the Registrant, Wells Fargo Nikko
Investment Advisors ("WFNIA") and, in some cases, the service business of BGI.
With the exception of Irving Cohen, each of the directors and executive
officers of BGFA will also have substantial responsibilities as directors
and/or officers of BGI. To the knowledge of the Registrant, except as set
forth below, none of the directors or executive officers of BGFA is or has been
at any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature.

<TABLE>
<S> <C>
Name and Position Principal Business(es) During at
at BGFA Least the Last Two Fiscal Years
- --------------------- --------------------------------

Frederick L.A. Grauer Chairman and Director of WFNIA and WFITC
Chairman, Director 45 Fremont Street, San Francisco, CA 94105

Donald L. Luskin Chief Executive Officer of WFNIA's Defined Contribution Group
Vice Chairman & Director 45 Fremont Street, San Francisco, CA 94105

Irving Cohen Chief Financial Officer and Chief Operating Officer of Barclays Bank
Director PLC, New York Branch and Chief Operating Officer of Barclays Group, Inc.
(USA); previously, Chief Financial Officer of Barclays de
Zoete Wedd Securities Inc. (1994)
222 Broadway, New York, NY 10038

Andrea M. Zolberti Chief Financial Officer of WFNIA and WFITC
Chief Financial Officer 45 Fremont Street, San Francisco, CA 94105

Vincent J. Bencivenga Previously Vice President at State Street Bank & Trust Company
Chief Fiduciary Officer One Financial Center, Boston, MA 02111
</TABLE>

Prior to January 1, 1996 Wells Fargo Nikko Investment Advisors
("WFNIA") served as sub-adviser to the Asset Allocation, Corporate Stock and
U.S. Government Allocation Funds of the Company and as adviser or sub-adviser
to various other open-end management investment companies. For additional
information, see "The Funds and Management" in the Prospectus and "Management"
in the Statement of Additional Information of such Funds. For information as to
the business, profession, vocation or employment of a substantial nature of
each of the officers and management committees of WFNIA, reference is made to
WFNIA's Form ADV and Schedules A and D filed under the Investment Advisers Act
of 1940, File No. 801-36479, incorporated herein by reference.

C-19
<PAGE> 87
Item 29. Principal Underwriters.

(a) Stephens Inc., distributor for the Registrant, does not
presently act as investment adviser for any other registered investment
companies, but does act as principal underwriter for Overland Express Funds,
Inc., MasterWorks Funds, Inc. (formerly, Stagecoach Inc. and Stagecoach Trust;
Nations Funds, Inc., Nations Fund Portfolio, Inc. and Nations Institutional
Reserves, and is the exclusive placement agent for Master Investment Trust,
Managed Series Investment Trust, Life & Annuity Trust and Master Investment
Portfolio, all of which are registered open-end management investment
companies, and has acted as principal underwriter for the Liberty Term Trust,
Inc., Nations Government Income Term Trust 2003, Inc., and Nations Government
Income Term Trust 2004, Inc., and Managed Balanced Target Maturity Fund, Inc.,
which are closed-end management investment companies and Nations Fund Trust,
Nations Funds, Inc., Nations Fund Portfolios, Inc. and Nations Institutional
Reserves (formerly, The Capitol Mutual Funds), which are open-end management
investment companies.

(b) Information with respect to each director and officer of
the principal underwriter is incorporated by reference to Form ADV and Schedules
A and D filed by Stephens Inc. with the Securities and Exchange Commission
pursuant to the Investment Advisers Act of 1940 (file No. 501-15510).

Item 30. Location of Accounts and Records.

(a) The Registrant maintains accounts, books and other
documents required by Section 31(a) of the Investment Company Act of 1940 and
the rules thereunder (collectively, "Records") at the offices of Stephens Inc.,
111 Center Street, Little Rock, Arkansas 72201.

(b) Wells Fargo Bank maintains all Records relating to its
services as investment adviser, administrator and custodian and transfer and
dividend disbursing agent at 525 Market Street, San Francisco, California
94105.

(c) WFNIA and Wells Fargo Institutional Trust Company, N.A.
maintain all Records relating to their services as sub-adviser and custodian,
respectively, for the period prior to January 1, 1996, at 45 Fremont Street,
San Francisco, California 94105.

(d) BGFA and BGI maintain all Records relating to their
services as sub-adviser and custodian, respectively, for the period beginning
January 1, 1996 at 45 Fremont Street, San Francisco, California 94105.

(e) Stephens maintains all Records relating to its services as
sponsor, co-administrator and distributor at 111 Center Street, Little Rock,
Arkansas 72201.

C-20
<PAGE> 88
Item 31. Management Services.

Other than as set forth under the captions "The Funds and
Management" in the Prospectuses constituting Part A of this Registration
Statement and "Management" in the Statements of Additional Information
constituting Part B of this Registration Statement, the Registrant is not a
party to any management-related service contract.

Item 32. Undertakings.

(a) Not Applicable.

(b) Not Applicable.

(c) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the provisions set forth above in response to Item 27, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
such Act and is, therefore, 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 a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities 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 issue

(d) Not Applicable.

(e) Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of its most current
annual report to shareholders, upon request and without
charge.

C-21
<PAGE> 89
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Little Rock, State of
Arkansas as of the 23rd day of January, 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
Post-Effective Amendment to the 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
-------------------------------------------- (Principal Executive Officer) ----------------
(R. Greg Feltus)

/s/ RICHARD H. BLANK, JR Secretary and Treasurer January 23, 1997
-------------------------------------------- (Principal Financial Officer) ----------------
(Richard H. Blank, Jr.)

* Director ----------------
--------------------------------------------
(Jack S. Euphrat)

* Director ----------------
--------------------------------------------
(Thomas S. Goho)

* Director ----------------
--------------------------------------------
(Joseph N. Hankin)

* Director ----------------
--------------------------------------------
(W. Rodney Hughes)

* Director ----------------
--------------------------------------------
(Robert M. Joses)

* Director ----------------
--------------------------------------------
(J. Tucker Morse)

*By: /s/ RICHARD H. BLANK, JR.
--------------------------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
January 23, 1997
</TABLE>
<PAGE> 90
STAGECOACH FUNDS, INC.
FILE NOS. 33-42927; 811-6419

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
o EX-99.B9(d)(xv) o Servicing Plan and Form of Shareholder Servicing Agreement on
behalf of the Class E Shares of the Treasury Money Market
Mutual Fund, filed herewith.

o EX-99.B10 o Opinion and Consent of Counsel, filed herewith.

o EX-99.15(d) o Distribution Plan on behalf of the Class E Shares of the
Treasury Money Market Mutual Fund, filed herewith.
</TABLE>

<PAGE> 1
EXHIBIT 99.B9(d)(xv)

STAGECOACH FUNDS, INC.

SERVICING PLAN
CLASS E SHARES

Section 1. Each of the proper officers of Stagecoach Funds, Inc. (the
"Company") is authorized to execute and deliver, in the name and on behalf of
the Company, written agreements based substantially on the form attached hereto
as Exhibit A or any other form duly approved by the Company's Board of
Directors ("Agreements") with broker/dealers, banks and other financial
institutions that are dealers of record or holders of record or which have a
servicing relationship with the beneficial owners of Institutional Class shares
("Servicing Agents") of the Company's Treasury Money Market Mutual Fund.
Pursuant to such Agreements, Servicing Agents shall provide support services as
set forth therein to their clients who beneficially own Class E shares of the
Fund in consideration of a fee, computed monthly in the manner set forth in the
Fund's then current prospectus, at an annual rate of up to 0.25% of the average
daily net asset value of the Class E shares beneficially owned by or
attributable to such clients. The Company's distributor, administrator and
adviser and their respective affiliates are eligible to become Servicing Agents
and to receive fees under this Servicing Plan. All expenses incurred by the
Fund in connection with the Agreements and the implementation of this Servicing
Plan shall be borne entirely by the holders of the Class E shares of the Fund.

Section 2. The Company's administrator shall monitor the arrangements
pertaining to the Company's Agreements with Servicing Agents. The Company's
administrator shall not, however, be obligated by this Servicing Plan to
recommend, and the Company shall not be obligated to execute, any Agreement
with any qualifying Servicing Agents.

Section 3. So long as this Servicing Plan is in effect, the Company's
administrator shall provide to the Company's Board of Directors, and the
Directors shall review, at least quarterly, a written report of the amounts
expended pursuant to this Servicing Plan and the purposes for which such
expenditures were made.

Section 4. The Plan shall be effective on the date upon which it is
approved by "vote of a majority of the outstanding voting securities," as
defined in the Investment Company Act of 1940, as amended, and rules and
regulations thereunder, of Class E shares of the Fund and a majority of the
Directors of the Company, including a majority of the Qualified Directors,
pursuant to a vote cast in person at a meeting or meetings called for the
purpose of voting on the approval of the Plan, or on the date the Fund
commences operations, if such date is later.

Section 5. Unless sooner terminated, this Servicing Plan (and each
related agreement) shall continue in effect for a period of one year from its
date of approval and shall continue thereafter for successive annual periods,
provided that such Plan is not
<PAGE> 2
specifically terminated by a majority of the Board of Directors, including a
majority of the Directors who are not "interested persons," as defined in the
Investment Company Act of 1940, of the Company and have no direct or indirect
financial interest in the operation of this Servicing Plan or in any Agreement
related to this Servicing Plan (the "Disinterested Directors") cast in person
at a meeting called for the purpose of voting on such approval.

Section 6. This Servicing Plan may be amended at any time with
respect to the Fund by the Company's Board of Directors, provided that any
material amendment of the terms of this Servicing Plan (including a material
increase of the fee payable hereunder) shall become effective only upon the
approvals set forth in Section 5.

Section 7. This Servicing Plan is terminable at any time with respect
to the Fund by vote of a majority of the Disinterested Directors.

Section 8. While this Servicing Plan is in effect, the selection and
nomination of the Disinterested Directors shall be committed to the discretion
of such Disinterested Directors.

Section 9. 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 Article III, Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.

Section 10. The Company will preserve copies of this Servicing Plan,
Agreements, and any written reports regarding this Servicing Plan presented to
the Board of Directors for a period of not less than six years.

Dated: January 16, 1997

2
<PAGE> 3
FORM OF

SHAREHOLDER SERVICING AGREEMENT
(Class E shares)

THIS SHAREHOLDER SERVICING AGREEMENT ("Agreement"), dated as of
January 16, 1997, is made by and between Stagecoach Funds, Inc. ("Company"), a
Maryland corporation having its principal place of business at 111 Center
Street, Little Rock, Arkansas 72201, on behalf of the Treasury Money Market
Mutual Fund (the "Fund") and Wells Fargo Bank, N.A., as shareholder servicing
agent hereunder ("Shareholder Servicing Agent");

W I T N E S S E T H:

WHEREAS, Class E shares of common stock (.001 par value) of the
Fund (hereinafter "Class E shares") may be purchased or redeemed through a
broker/dealer or financial institution which has entered into a shareholder
servicing agreement with the Company on behalf of the Fund; and

WHEREAS, the Shareholder Servicing Agent wishes to facilitate
purchases and redemptions of Class E shares by its customers (the "Customers")
and wishes to act as the Customers' agent in performing certain administrative
functions in connection with transactions in shares from time to time for the
account of the Customers and to provide related services to the Customers in
connection with their investment in the Fund; and

WHEREAS, it is in the best interest of the Fund to make the
services of the Shareholder Servicing Agent available to the Customers who,
from time to time, become shareholders of the Fund;

NOW THEREFORE, the Company, on behalf of the Fund, and the
Shareholder Servicing Agent hereby agree as follows:

1. Appointment. The Shareholder Servicing Agent hereby agrees
to perform certain services for Customers as hereinafter set forth. The
Shareholder Servicing Agent's appointment hereunder is not exclusive, and the
Shareholder Servicing Agent shall not be entitled to notice of or a right to
consent to the execution of a shareholder servicing agreement with any other
person.

2. Services to Be Performed.

2.1 Types of Services. The Shareholder Servicing Agent
shall be responsible for performing shareholder account administrative and
liaison services, which shall include, without limitation:

(a) answering Customer inquiries regarding
account status and history, the manner in which purchases, exchanges and
redemptions of Class E shares may be effected;

(b) assisting Customers in designating and
changing dividend options, account designations and addresses;

1
<PAGE> 4
(d) assisting in aggregating and transmitting
purchase, redemption and exchange transactions;

(e) arranging for the wiring of money;

(f) transferring money in connection with
Customer orders to purchase or redeem shares;

(g) verify and guarantee Customer signatures in
connection with redemption and exchange orders and transfers and changes in
Customer accounts with a bank which is designated in the Fund Account
Application and which is approved by the Fund's Transfer Agent;

(h) furnishing (either separately or on an
integrated basis with other reports sent to a Customer by the Shareholder
Servicing Agent) monthly and year-end statements and confirmations of
purchases, redemptions and exchanges;

(i) furnishing, on behalf of the Class E shares
of the Fund, proxy statements, annual reports, updated prospectuses and other
communications to Customers;

(j) receiving, tabulating and sending to the
Fund, proxies executed by Customers; and

(k) providing such other related services, and
necessary personnel and facilities to provide all of the shareholder services
contemplated hereby, in each case, as the Company or a Customer may reasonably
request.

2.2 Standard of Services. All services to be rendered
by the Shareholder Servicing Agent hereunder shall be performed in a
professional, competent and timely manner. Any detailed operating standards
and procedures to be followed by the Shareholder Servicing Agent in performing
the services described above shall be determined from time to time by agreement
between the Shareholder Servicing Agent and the Company. The Company
acknowledges that the Shareholder Servicing Agent's ability to perform on a
timely basis certain of its obligations under this Agreement depends upon the
Fund's timely delivery of certain materials and/or information to the
Shareholder Servicing Agent. The Company agrees to use its best efforts to
provide, or cause to be provided, such materials to the Shareholder Servicing
Agent in a timely manner.

2.3 Investments through Distributor. The Company and
the Shareholder Servicing Agent hereby agree that all purchases of Class E
shares effected by the Shareholder Servicing Agent on behalf of its Customers
shall be effected by it through Stephens Inc. ("Distributor") in its capacity
as the Funds principal underwriter.

3. Fees.

3.1 Fees from the Fund. In consideration of the
services described in Section 2 hereof and the incurring of expenses in
connection therewith, the Shareholder Servicing Agent shall receive a fee to be
paid in arrears periodically or on a periodic basis to be agreed upon by the
Company and the Shareholder Servicing Agent from time to time (but in no event
less frequently than semi-annually) determined by a formula based upon the
number of accounts serviced by the Shareholder Servicing Agent

2
<PAGE> 5
during the period for which payment is being made, the level of assets or
activity in such accounts during such period, and/or the expenses incurred by
the Shareholder Servicing Agent. In no event will such fees exceed 0.25%, on
an annualized basis, of the average daily net assets of the Fund represented by
Class E shares owned of record by the Shareholder Servicing Agent on behalf of
the Customers during the period for which payment is being made. For purposes
of determining the fees payable to the Shareholder Servicing Agent hereunder,
the per-share value of the Class E shares of the Fund's net assets shall be
computed in the manner specified in the Fund's then-current prospectus.
Notwithstanding the foregoing, if applicable laws, regulations or rules impose
a maximum fee amount (a "cap") on the Class E shares of the Fund with respect
to shareholder servicing fees and/or fees for distribution-related services,
the amount payable hereunder shall be reduced to an amount which, when
considered in conjunction with the fees payable by the Fund for the Class E
shares' distribution-related activities, is the maximum amount payable to the
Shareholder Servicing Agent under applicable laws, regulations or rules.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to make any payments under this Agreement that exceed the maximum
amounts payable under Article III, Section 26 of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. The above fee constitutes
all fees to be paid to the Shareholder Servicing Agent by the Class E shares of
the Fund or the Company with respect to the shareholder services contemplated
hereby.

3.2 Fees from Customers. It is agreed that the
Shareholder Servicing Agent may impose certain conditions on Customers, subject
to the terms of the Fund's then-current prospectus, in addition to or different
from those imposed by the Fund, such as requiring a minimum initial investment
or the payment of additional fees directly by the Customer for additional
services offered by the Shareholder Servicing Agent to the Customer; provided,
however, that the Shareholder Servicing Agent may not charge customers any
direct fee which would constitute a "sales load" within the meaning of Section
2(a)(35) of the Investment Company Act of 1940, as amended (the "1940 Act").
The Shareholder Servicing Agent shall bill Customers directly for any such
additional fees. In the event the Shareholder Servicing Agent charges
Customers such additional fees, it shall notify the Company in advance and make
appropriate prior written disclosure (such disclosure to be in accordance with
all applicable laws) to Customers of any such additional fees charged directly
to the Customer. To the extent required by applicable rules and regulations of
the Securities and Exchange Commission, the Company shall make written
disclosure of the fees paid or to be paid by the Fund to the Shareholder
Servicing Agent pursuant to Section 3.1 of this Agreement. In no event shall
the Shareholder Servicing Agent have recourse or access, as Shareholder
Servicing Agent or otherwise, to the assets in the Customer's account, except
to the extent expressly authorized by law or by such Customer, or to any assets
of the Fund or the Company, for payment of any additional direct fees referred
to in this Section 3.2

4. Information Pertaining to the shares. The Shareholder
Servicing Agent and its officers, employees and agents are not authorized to
make any representations concerning the Company, the Fund or the Class E shares
to Customers or prospective Customers, excepting only accurate communication of
any information provided by or on behalf of any administrator of the Company or
the Fund or any distributor of the Class E shares or information contained in
the Fund's then-current prospectus. In furnishing such information regarding
the Company, the Fund or the Class E shares, the Shareholder Servicing Agent
shall act as agent for the Customer only and shall have no authority to act as
agent for the Company, the Fund or the Class E shares. Advance copies or
proofs of all materials which are proposed to be circulated or disseminated by
the Shareholder Servicing Agent to Customers or prospective Customers and which
identify or describe the Company, the Fund or the Class E shares shall be
provided to the Company at least 10 days prior to such circulation or
dissemination (unless the Company consents in writing to a shorter period), and
such materials shall not be circulated or disseminated or further circulated or
disseminated at

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<PAGE> 6
any time after the Company shall have given written notice to the Shareholder
Servicing Agent of any objection thereto.

Nothing in this Section 4 shall be construed to make the Company
liable for the use (as opposed to the accuracy) of any information about the
Company, the Fund or Class E shares which is disseminated by the Shareholder
Servicing Agent.

5. Use of the Shareholder Servicing Agent's Name. The Company
shall not use the name of the Shareholder Servicing Agent, or any of its
affiliates or subsidiaries, in any prospectus, sales literature or other
materials relating to the Company, the Fund or Class E shares in a manner not
approved by the Shareholder Servicing Agent prior thereto in writing; provided,
however, that the approval of the Shareholder Servicing Agent shall not be
required for any use of its name which merely refers in accurate and factual
terms to its appointment hereunder or which is required by the Securities and
Exchange Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided, further, that in no
event shall such approval be unreasonably withheld or delayed.

6. Use of the Name of the Fund or the Company. The
Shareholder Servicing Agent shall not use the name of the Fund, the Company or
Class E shares on any checks, bank drafts, bank statements or forms for other
than internal use in a manner not approved by the Company prior thereto in
writing; provided, however, that the approval of the Company shall not be
required for the use of the Company's name or the Fund's name in connection
with communications permitted by Section 4 hereof or (subject to Section 4, to
the extent the same may be applicable) for any use of the Company's name or the
Fund's name which merely identifies the Company or the Fund, as the case may be
in connection with the Shareholder Servicing Agent's role hereunder or which is
required by the Securities and Exchange Commission or any state securities
authority or any other appropriate regulatory, governmental or judicial
authority; provided, further, that in no event shall such approval be
unreasonably withheld or delayed.

7. Security. The Shareholder Servicing Agent represents and
warrants that to the best of its knowledge, the various procedures and systems
which it has implemented (including provision for twenty-four hours a day
restricted access) with regard to safeguarding from loss or damage attributable
to fire, theft or any other cause the Company's records and other data within
its possession or control and the Shareholder Servicing Agent's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as in its judgment are required for the secure performance of
its obligations hereunder. The parties shall review such systems and
procedures on a periodic basis, and the Company shall from time to time specify
the types of records and other data of the Company to be safeguarded in
accordance with this Section 7.

8. Compliance with Laws. The Shareholder Servicing Agent
shall comply with all applicable federal and state laws and regulations,
including securities laws. The Shareholder Servicing Agent represents and
warrants to the Company that the performance of all its obligations hereunder
will comply with all applicable laws and regulations, the provisions of its
charter documents and by-laws and all material contractual obligations binding
upon the Shareholder Servicing Agent. The Shareholder Servicing Agent
furthermore undertakes that it will promptly, after the Shareholder Servicing
Agent becomes so aware, inform the Company of any change in applicable laws or
regulations (or interpretations thereof) or in its charter or by-laws or
material contracts which would prevent or impair full performance of any of its
obligations hereunder.

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<PAGE> 7
9. Reports. To the extent requested by the Company from time
to time, but at least quarterly, the Shareholder Servicing Agent will provide
the Treasurer of the Company with a written report of the amounts expended by
the Shareholder Servicing Agent pursuant to this Agreement and the purposes for
which such expenditures were made. Such written reports shall be in a form
satisfactory to the Company and shall supply all information necessary for the
Company to discharge its responsibilities under applicable laws and
regulations. In addition, the Shareholder Servicing Agent shall have a duty to
furnish to the Company's Board of Directors such information as may reasonably
be necessary to an informed determination of whether this Agreement should be
implemented or continued pursuant to Section 16.

10. Record Keeping.

10.1 Section 31(a). The Shareholder Servicing Agent
shall maintain records in a form acceptable to the Company and in compliance
with applicable laws and the rules and regulations of the Securities and
Exchange Commission, including but not limited to the record-keeping
requirements of Section 31(a) of the 1940 Act and the rules thereunder, with
respect to the services contemplated by this Agreement. Such records shall be
deemed to be the property of the Company and will be made available, at the
Company's request, for inspection and use by the Company, representatives of
the Company and governmental authorities. The Shareholder Servicing Agent
agrees that, for so long as it retains any records hereunder, it will meet all
reporting requirements pursuant to the 1940 Act and applicable to the
Shareholder Servicing Agent with respect to such records.

10.2 Rules 17a-3 and 17a-4. The Shareholder Servicing
Agent shall maintain accurate and complete records with respect to services
performed by the Shareholder Servicing Agent in connection with the purchase
and redemption of Class E shares through the Distributor. Such records shall
be maintained in a form reasonably acceptable to the Company and in compliance
with the requirements of Rules 17a-3 and 17a-4 under the Securities Exchange
Act of 1934, as amended, pursuant to which any dealer of the Class E shares
must maintain certain records. All such records maintained by the Shareholder
Servicing Agent shall be the property of the Distributor and will be made
available for inspection and use by the Company or the Distributor upon the
request of either. The Shareholder Servicing Agent shall file with the
Securities and Exchange Commission and other appropriate governmental
authorities, and furnish to the Company and the Distributor copies of, all
reports and undertakings as may be reasonably requested by the Company or the
Distributor in order to comply with such rules. If so requested by the
Distributor, the Shareholder Servicing Agent shall confirm to the Distributor
its obligations under this Section 10.2 by a writing reasonably satisfactory to
the Distributor.

10.3 Identification, Etc. of Records. The Company shall
from time to time instruct the Shareholder Servicing Agent in writing as to,
and the Company and the Shareholder Servicing Agent shall periodically review,
the records to be maintained and the procedures to be followed by the
Shareholder Servicing Agent in complying with the foregoing Sections 10.1 and
10.2 and Section 8 to the extent it relates to record-keeping required under
federal securities laws and regulations. Notwithstanding the provisions of
Section 8, the Shareholder Servicing Agent shall be entitled to rely on such
instructions.

10.4 Transfer of Customer Data. In the event this
Agreement is terminated or a successor to the Shareholder Servicing Agent is
appointed, the Shareholder Servicing Agent shall, at the expense of the
Company, transfer to such successor as the Company may designate a certified
list of the beneficial owners of Class E shares of the Company serviced by the
Shareholder Servicing Agent (with name, address and tax identification or
Social Security number), a complete record of the account of each such
shareholder and the status thereof, and all other relevant books, records,
correspondence, and other data established or maintained by the Shareholder
Servicing Agent under this Agreement. In the event this

5
<PAGE> 8
Agreement is terminated, the Shareholder Servicing Agent will use its best
efforts to cooperate in the orderly transfer of such duties and
responsibilities to the successor, including assistance in the establishment of
books, records and other data by the successor.

10.5 Survival of Record-Keeping Obligations. The
record-keeping obligations imposed in this Section 10 shall survive the
termination of this Agreement for the shorter of a period of six years or that
minimum period required by applicable rules or regulations of the Securities
and Exchange Commission.

10.6 Obligations Pursuant to Agreement Only. Nothing in
this Section 10 shall be construed to mean that the Shareholder Servicing Agent
would, by virtue of its role hereunder, be required under applicable law to
maintain the records required to be maintained by it under this Section 10, but
it is understood that the Shareholder Servicing Agent has agreed to do so in
order to enable the Company and the Distributor to comply with laws and
regulations applicable to them.

10.7 Shareholder Servicing Agent's Rights to Copy
Records. Anything in this Section 10 to the contrary notwithstanding, except
to the extent otherwise prohibited by law, the Shareholder Servicing Agent
shall have the right to copy, maintain and use any records maintained by the
Shareholder Servicing Agent pursuant to this Section 10, except as otherwise
prohibited by Sections 4 and 6 hereof.

11. Force Majeure. The Shareholder Servicing Agent shall not
be liable or responsible for delays or errors by reason of circumstances beyond
its reasonable control, including, but not limited to, acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war, riots or
failure of communication systems or power supply.

12. Indemnification.

12.1 Indemnification of the Shareholder Servicing Agent.
The Company will indemnify and hold the Shareholder Servicing Agent harmless
from all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) from any claim, demand, action or suit
(collectively, "Claims") (a) arising in connection with misstatements or
omissions in the Funds' prospectus, actions or inactions by the Company or any
of its agents or contractors or the performance of the Shareholder Servicing
Agent's obligations hereunder and (b) not resulting from (i) the bad faith or
negligence of the Shareholder Servicing Agent, its officers, employees or
agents, or (ii) any breach of applicable law by the Shareholder Servicing
Agent, its officers, employees or agents, or (iii) any action of the
Shareholder Servicing Agent, its officers, employees or agents which exceeds
the legal authority of the Shareholder Servicing Agent or its authority
hereunder, or (iv) any error or omission of the Shareholder Servicing Agent,
its officers, employees or agents with respect to the purchase, redemption and
transfer of Customers' Class E shares or the Shareholder Servicing Agent's
verification or guarantee of any Customer signature. Notwithstanding anything
herein to the contrary, the Company will indemnify and hold the Shareholder
Servicing Agent harmless from any and all losses, claims, damages, liabilities
or expenses (including reasonable counsel fees and expenses) resulting from any
Claim as a result of its acting in accordance with any written instructions
reasonably believed by the Shareholder Servicing Agent to have been executed by
any person duly authorized by the Company, or as a result of acting in reliance
upon any instrument or stock certificate reasonably believed by the Shareholder
Servicing Agent to have been genuine and signed, countersigned or executed by a
person duly authorized by the Company, excepting only the gross negligence or
bad faith of the Shareholder Servicing Agent.

6
<PAGE> 9
In any case in which the Company may be asked to indemnify or hold
the Shareholder Servicing Agent harmless, the Company shall be advised of all
pertinent facts concerning the situation in question and the Shareholder
Servicing Agent shall use reasonable care to identify and notify the Company
promptly concerning any situation which presents or appears likely to present a
claim for indemnification against the Company. The Company shall have the
option to defend the Shareholder Servicing Agent against any Claim which may be
the subject of indemnification hereunder. In the event that the Company elects
to defend against such Claim, the defense shall be conducted by counsel chosen
by the Company and reasonably satisfactory to the Shareholder Servicing Agent.
The Shareholder Servicing Agent may retain additional counsel at its expense.
Except with the prior written consent of the Company, the Shareholder Servicing
Agent shall not confess any Claim or make any compromise in any case in which
the Company will be asked to indemnify the Shareholder Servicing Agent.

12.2 Indemnification of the Company. Without limiting
the rights of the Company under applicable law, the Shareholder Servicing Agent
will indemnify and hold the Company harmless from all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses) from
any Claim (a) resulting from (i) the bad faith or negligence of the Shareholder
Servicing Agent, its officers, employees or agents, or (ii) any breach of
applicable law by the Shareholder Servicing Agent, its officers, employees or
agents, or (iii) any action of the Shareholder Servicing Agent, its officers,
employees or agents which exceeds the legal authority of the Shareholder
Servicing Agent or its authority hereunder, or (iv) any error or omission of
the Shareholder Servicing Agent, its officers, employees or agents with respect
to the purchase, redemption and transfer of Customers' Class E shares or the
Shareholder Servicing Agent's verification or guarantee of any Customer
signature, and (b) not resulting from the Shareholder Servicing Agent's actions
in accordance with written instructions reasonably believed by the Shareholder
Servicing Agent to have been executed by any person duly authorized by the
Company, or in reliance upon any instrument or stock certificate reasonably
believed by the Shareholder Servicing Agent to have been genuine and signed,
countersigned or executed by a person duly authorized by the Company.

In any case in which the Shareholder Servicing Agent may be asked
to indemnify or hold the Company harmless, the Shareholder Servicing Agent
shall be advised of all pertinent facts concerning the situation in question
and the Company shall use reasonable care to identify and notify the
Shareholder Servicing Agent promptly concerning any situation which presents or
appears likely to present a claim for indemnification against the Shareholder
Servicing Agent. The Shareholder Servicing Agent shall have the option to
defend the Company against any Claim which may be the subject of
indemnification hereunder. In the event that the Shareholder Servicing Agent
elects to defend against such Claim, the defense shall be conducted by counsel
chosen by the Shareholder Servicing Agent and satisfactory to the Company. The
Company may retain additional counsel at its expense. Except with the prior
written consent of the Shareholder Servicing Agent, the Company shall not
confess any Claim or make any compromise in any case in which the Shareholder
Servicing Agent will be asked to indemnify the Company.

12.3 Survival of Indemnities. The indemnities granted
by the parties in this Section 12 shall survive the termination of this
Agreement.

13. Insurance. The Shareholder Servicing Agent shall maintain
reasonable insurance coverage against any and all liabilities which may arise
in connection with the performance of its duties hereunder.

14. Notices. All notices or other communications hereunder to
either party shall be in writing and shall be deemed sufficient if mailed to
such party at the address of such party set forth in the

7
<PAGE> 10
preamble of this Agreement or at such other address as such party may have
designated by written notice to the other.

15. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.

16. Implementation and Duration of Agreement. This Agreement
is effective upon the date first written below and shall continue in effect for
a period of more than one year from the date hereof so long as the Servicing
Plan and related form of agreement or this Agreement is not specifically
terminated by a vote of the Company's Board of Directors and of the Directors
who are not "interested persons" of the Company (as defined in the 1940 Act)
and have no direct or indirect financial interest in the operation of a Fund's
Class E Servicing Plan (the "Plan"), this Agreement, or any other agreement
related to such Plan, cast in person at a meeting called for the purpose of
voting on this Agreement.

17. Termination. This Agreement may be terminated by the
Company, without the payment of any penalty, at any time upon not more than 60
days' nor less than 30 days' notice, by a vote of a majority of the Board of
Directors of the Company who are not "interested persons" of the Company (as
defined in the 1940 Act) and have no direct or indirect financial interest in
the operation of the Plan, this Agreement or any other agreement related to
such Plan, including the Amended Distribution Agreement, or by "a vote of a
majority of the outstanding voting securities" (as defined in the 1940 Act) of
the Class E shares of a Fund. The Shareholder Servicing Agent may terminate
this Agreement upon not more than 60 days' nor less than 30 days' notice to the
Company. Either party may assign this Agreement provided that such party
obtain the prior written consent of the other party. Upon termination hereof,
the Fund shall pay such compensation as may be due the Shareholder Servicing
Agent as of the date of such termination.

18. Changes; Amendments. This Agreement may be supplemented or
amended only by written instrument signed by both parties, but may not be
amended to increase materially the maximum amount payable without approval of
"a vote of a majority of the outstanding voting securities" (as defined in the
1940 Act) of the Class E shares of the Fund, and all material amendments must
be approved in the manner described in Section 16.

19. Limitation of Liability. The Shareholder Servicing Agent
hereby agrees that obligations assumed by the Company pursuant to this
Agreement shall be limited in all cases to the Fund and its assets and that the
Shareholder Servicing Agent shall not seek satisfaction of any such obligations
from the Board of Directors or any individual Director of the Company or from
the assets of any other portfolio or series of the Company.

20. Subcontracting by Shareholder Servicing Agent. The
Shareholder Servicing Agent may, with the written approval of the Company (such
approval not to be unreasonably withheld or delayed), subcontract for the
performance of the Shareholder Servicing Agent's obligations hereunder with any
one or more persons, including but not limited to any one or more persons which
is an affiliate of the Shareholder Servicing Agent; provided, however, that the
Shareholder Servicing Agent shall be as fully responsible to the Company for
the acts and omissions of any subcontractor as it would be for its own acts or
omissions.

21. Authority to Vote. The Company hereby confirms that
nothing contained in the Articles of Incorporation of the Company would
preclude the Shareholder Servicing Agent, at any meeting of shareholders of the
Company or of the Fund, from voting any Class E shares held in accounts
serviced by the Shareholder Servicing Agent and which are otherwise not
represented in person or by proxy at the

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<PAGE> 11
meeting, proportionately in accordance with the votes cast by holders of all
Class E shares otherwise represented at the meeting in person or by proxy and
held in accounts serviced by the Shareholder Servicing Agent.

22. Compliance with Laws and Policies; Cooperation. The
Company hereby agrees that it will comply with all laws and regulations
applicable to the Fund's operations and the Shareholder Servicing Agent agrees
that it will comply with all laws and regulations applicable to providing the
services contemplated hereby.

22.1 Miscellaneous. This Agreement shall be construed
and enforced in accordance with and governed by the laws of the State of
California. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.

STAGECOACH FUNDS, INC. on behalf of
the Treasury Money Market Mutual Fund

By:
-----------------------------
Name: Richard H. Blank, Jr.
-----------------------------
Title: Chief Operating Officer,
----------------------------
Secretary and Treasurer
-----------------------

WELLS FARGO BANK, N.A.

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------

<PAGE> 1
EXHIBIT 99.B10

[MORRISON & FOERSTER LLP LETTERHEAD]

Writer's Direct Dial Number

January 23, 1997 (202) 887-1500

Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201

Re: Shares of Common Stock of
Stagecoach Funds, Inc.

Ladies/Gentlemen:

We refer to Post-Effective Amendment No. 29 and Amendment No. 30
to the Registration Statement on Form N-1A (SEC File Nos. 33-42927 and
811-6419) (the "Registration Statement") of Stagecoach Funds, Inc. (the
"Company") relating to the registration of an indefinite number of shares of
common stock of the Treasury Money Market Mutual Fund (Class E shares) of the
Company (collectively, the "Shares").

We have been requested by the Company to furnish this opinion as
Exhibit 10 to the Registration Statement.

We have examined documents relating to the organization of the
Company and its series and the authorization and issuance of shares of its
series. We have also verified with the Company's transfer agent the maximum
number of shares issued by the Company during fiscal year 1996.

Based upon and subject to the foregoing, we are of the opinion
that:

The issuance of the Shares by the Company has been duly and
validly authorized by all appropriate corporate action and, upon filing of
Articles Supplementary to the Company's Amended and Restated Articles of
Incorporation, and assuming delivery by sale or in accord with the Fund's
dividend reinvestment plan in accordance with the description set forth in the
Fund's current prospectus the Shares will be legally issued, fully paid and
nonassessable by the Company.

<PAGE> 2
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

In addition, we hereby consent to the use of our name and to the
reference to our firm under the caption "Legal Counsel" and the description of
advice rendered by our firm under the heading "Management and Servicing Fees"
in the Prospectus, which is included as part of the Registration Statement.

Very truly yours,

/s/ MORRISON & FOERSTER LLP

MORRISON & FOERSTER LLP

<PAGE> 1
EXHIBIT 99.B15(d)

DISTRIBUTION PLAN
(CLASS E 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 E shares of the
Treasury Money Market Mutual Fund (the "Fund") 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 the Fund and its Class E shareholders;

NOW THEREFORE, the 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 of up
to 0.25% of the Fund's average daily net assets attributable to the Class E
shares. 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 shall be effective on the date upon which it is
approved by "vote of a majority of the outstanding voting securities" (as
defined below) of Class E shares of the Fund and a majority of the Directors of
the Company, including a majority of the Qualified Directors, pursuant to a
vote cast in person at a meeting or meetings called for the purpose of voting
on the approval of the Plan.

Section 3. The Plan (and each related agreement) will continue in
effect for one year from its effective date, unless earlier terminated in
accordance with its terms, and will remain in effect from year to year
thereafter 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.

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<PAGE> 2
Section 4. 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 5. 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 E shares of the Fund.

Section 6. 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 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 E 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 7. 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
E 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 8. 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 9. 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 E 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 Article III, Section 26 of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.

Section 10. 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, being kept the first two years in an easily
accessible place.

2
<PAGE> 3
Section 11. 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: January 16, 1997