<PAGE>
COMBINED PROXY STATEMENT/PROSPECTUS
("PROXY/PROSPECTUS")
DATED OCTOBER 10, 1997
OVERLAND EXPRESS FUNDS, INC.
C/O OVERLAND EXPRESS SHAREHOLDER SERVICES
P.O. BOX 63084
SAN FRANCISCO, CA 94163
1-800-552-9612
STAGECOACH FUNDS, INC.
C/O STAGECOACH SHAREHOLDER SERVICES
WELLS FARGO BANK, N.A.
P.O. BOX 7066
SAN FRANCISCO, CA 94120-7066
1-800-222-8222
This Proxy/Prospectus is furnished in connection with the solicitation of
proxies by the Board of Directors of Overland Express Funds, Inc. ("Overland")
in connection with a Special Meeting of Shareholders to be held at 2:00 P.M.
Central Time on November 20, 1997 at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201. This Special Meeting and any
adjournment(s) are referred to as the "Meeting." The Meeting has been called to
consider the following two proposals, and to conduct such other business as may
come before the Meeting.
FIRST, shareholders of each Overland portfolio will be asked to approve a
proposed Agreement and Plan of Consolidation dated October 1, 1997 (the
"Consolidation Agreement") between Overland and Stagecoach Funds, Inc.
("Stagecoach"), another investment company advised by Wells Fargo Bank, N.A.
("Wells Fargo Bank"). The Consolidation Agreement provides for the transfer of
the assets and stated liabilities of the 14 Overland portfolios (the "Overland
Portfolios") to corresponding investment portfolios of Stagecoach (the
"Stagecoach Funds") in exchange for shares of equal value of designated classes
of the Stagecoach Funds (the "Consolidation"). As a result of the
Consolidation, shareholders of the Overland Portfolios will become shareholders
of the Stagecoach Funds.
SECOND, Class D shareholders of the Overland California Tax-Free Bond,
Municipal Income and U.S. Government Income Funds will be asked to authorize
the proper officers of Overland to approve an increase in the maximum fee
payable under the Rule 12b-1 Distribution Plan for the designated class of the
corresponding Stagecoach Fund.
This Proxy/Prospectus is Overland's Proxy Statement for the Special Meeting
of Shareholders and sets forth concisely the information that an Overland
shareholder should know before voting. It should be retained for future
reference. It is also Stagecoach's Prospectus for the shares of certain
Stagecoach Funds that are to be issued in the Consolidation. Additional
information is set forth in the Statement of Additional Information dated
October 10, 1997. Each of these documents is on file with the Securities and
Exchange Commission, and is available without charge by calling 1-800-572-7797
or writing Overland at the address above. The information contained in the
Statement of Additional Information is incorporated by reference into this
Proxy/Prospectus. This Proxy/Prospectus and the Statement of Additional
Information are sometimes referred to together as the "Voting Materials."
THE SECURITIES OF THE STAGECOACH FUNDS OFFERED HEREBY HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROXY/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY/PROSPECTUS AND IN THE
MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY OVERLAND, STAGECOACH OR THEIR RESPECTIVE SPONSORS AND
DISTRIBUTORS.
AN INVESTMENT IN A STAGECOACH MONEY MARKET FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE
STAGECOACH MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE.
SHARES OF OVERLAND AND STAGECOACH ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, WELLS FARGO BANK OR ANY OTHER BANK, AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL FUND SHARES INVOLVE CERTAIN
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE DISTRIBUTOR OF
OVERLAND AND STAGECOACH IS STEPHENS INC.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY................................................................ 4
I.About the Proposed Consolidation................................... 4
A.The Consolidation Agreement...................................... 4
B.Purpose of the Consolidation..................................... 4
C.Overview of Stagecoach and Overland.............................. 4
D.Risk Factors..................................................... 5
E.Federal Income Tax Consequences.................................. 6
F.Board Consideration.............................................. 6
II.About the Proposed Rule 12b-1 Fee Increase for Certain Stagecoach
Funds............................................................... 6
A.The Proposed Increase............................................ 6
B.Purpose of the Increase.......................................... 7
C.Board Consideration.............................................. 7
III.Voting Information............................................... 7
I.ABOUT THE PROPOSED CONSOLIDATION..................................... 8
Description of the Consolidation Agreement......................... 8
Overall Purpose of the Consolidation............................... 9
Organization of Overland and Stagecoach............................ 9
Capitalization of Each Portfolio and Fund.......................... 10
Comparison of Investment Objectives and Policies................... 12
Comparison of Total Expense Ratios................................. 13
Investment Adviser and Other Service Providers..................... 15
Shareholder Transactions and Services.............................. 17
Federal Income Tax Consequences.................................... 17
Board Consideration................................................ 18
Other Information.................................................. 18
II.ABOUT THE PROPOSED RULE 12B-1 FEE INCREASE.......................... 19
Description of the Fee Increase.................................... 19
Reasons for the Fee Increase....................................... 19
Board Consideration................................................ 19
III.INFORMATION RELATING TO VOTING MATTERS............................. 20
General Information................................................ 20
Shareholder Approval............................................... 21
Other Business..................................................... 22
IV.OTHER INFORMATION................................................... 23
How to Obtain Additional Information About Stagecoach and Overland. 23
Financial Statements............................................... 23
Miscellaneous...................................................... 23
Shareholder Inquiries.............................................. 23
APPENDICES I -- AGREEMENT AND PLAN OF CONSOLIDATION
II -- INVESTMENT OBJECTIVES AND SIGNIFICANT INVESTMENT POLICIES
III -- EXPENSE SUMMARIES
IV -- SHAREHOLDER TRANSACTIONS AND SERVICES
V -- LIST OF SHAREHOLDERS WITH 5%
OR GREATER OWNERSHIP
VI -- PROPOSED CLASS C RULE 12B-1 PLAN
</TABLE>
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SUMMARY
The following is a summary of certain information relating to the proposals
to be considered at the Meeting. More complete information about these
proposals is contained throughout the Voting Materials.
I. ABOUT THE PROPOSED CONSOLIDATION
A. THE CONSOLIDATION AGREEMENT. At a meeting held on July 23, 1997, the
Boards of Directors of Overland and Stagecoach approved a Consolidation
Agreement that provides for (i) the transfer of all of the assets and stated
liabilities of each of the 14 Overland Portfolios to Stagecoach in exchange for
shares of designated classes of the Stagecoach Funds that correspond to the
Overland Portfolios; and (ii) the distribution of these Stagecoach Fund shares
to shareholders of the Overland Portfolios in liquidation of the Overland
Portfolios. The Consolidation Agreement must be approved by a vote of the
shareholders of the Overland Portfolios. The Meeting of Overland's shareholders
to vote on the Consolidation Agreement and other matters is scheduled for
November 20, 1997.
Through the Consolidation, each shareholder of an Overland Portfolio will
become a shareholder of a corresponding Stagecoach Fund. Each Overland
shareholder will hold shares of the corresponding Stagecoach Fund equal in
value to the total value of the shares of the Overland Portfolio held by the
shareholder immediately before the Consolidation. The Consolidation is expected
to occur on or about December 12, 1997. A chart showing the classes of each
Overland Portfolio and the designated classes of the corresponding Stagecoach
Funds appears on page 8.
Certain of the Overland Portfolios pursue their investment objectives by
investing all of their assets in a master portfolio with the same investment
objectives and policies as the Overland Portfolio. Each master portfolio in
turn invests directly in a portfolio of securities. This is sometimes called a
"master-feeder structure." Certain of the Stagecoach Funds invest in the same
master portfolios as the Overland Portfolios and are part of the same master-
feeder structure. If the Consolidation Agreement is approved, the master-feeder
structure will be dissolved and each Stagecoach Fund will invest directly in a
portfolio of securities. The dissolution of the master-feeder structure, which
does not require shareholder approval, is expected to occur immediately after
the proposed Consolidation. For further information, see "About the Proposed
Consolidation."
B. PURPOSE OF THE CONSOLIDATION. The proposed Consolidation is intended to
benefit shareholders by (i) facilitating investment management, administration
and marketing by combining Overland and Stagecoach into a single mutual fund
family with a single brand identity; (ii) improving efficiency, including
potentially achieving economies of sale, greater portfolio diversification and
improved cash flows; and (iii) eliminating duplicative shareholder costs and
market overlap.
C. OVERVIEW OF STAGECOACH AND OVERLAND. Set forth below is a brief
description of certain key features of the Overland Portfolios and Stagecoach
Funds.
Investment Objectives and Policies. The investment objectives and significant
investment policies of each Overland Portfolio, except as set forth below, are
identical or substantially similar to the investment objectives and policies of
the corresponding Stagecoach Fund.
The investment objectives and policies of the Overland Municipal Income Fund
differ in certain respects from those of its corresponding Stagecoach Fund, the
National Tax-Free Fund. Although each Fund invests a very high percentage of
its assets in securities that pay interest that is exempt from federal income
taxes, the Municipal Income Fund normally invests at least 80% of its assets in
securities subject to the alternative minimum tax, while the National Tax-Free
Fund normally invests no more than 20% of its assets in such securities.
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The investment objectives and policies of the Overland U.S. Government Income
Fund differ in certain respects from the investment objectives and policies of
its corresponding Stagecoach Fund, the Ginnie Mae Fund. The U.S. Government
Income Fund invests primarily in obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities ("U.S. Government securities").
The Ginnie Mae Fund currently invests primarily in mortgage pass-through
securities guaranteed by the Government National Mortgage Association ("Ginnie
Mae securities"). Stagecoach's Board of Directors has approved a change to this
investment policy so that, upon completion of the Consolidation, the Ginnie Mae
Fund will no longer invest primarily in Ginnie Mae securities. Rather, the
Ginnie Mae Fund will invest principally in a broader range of mortgage pass-
through securities issued or guaranteed by the U.S. government, its agencies
and instrumentalities, consisting primarily of Ginnie Mae, Federal National
Mortgage Association and Federal Home Loan Mortgage Corporation securities, and
will change its name to the "U.S. Government Income Fund." In short, although
the investment policies of this Overland Portfolio and Stagecoach Fund will be
similar, the Stagecoach Fund will be required to maintain a higher percentage
of its assets in mortgage-related U.S. Government securities.
For additional information about the similarities and differences, if any,
between the investment objectives and significant investment policies of each
Overland Portfolio and Stagecoach Fund, see the section herein entitled
"Comparison of Investment Objectives and Policies" and Appendix II.
Operating Expenses and Service Providers. With one exception, the pro forma
total operating expense ratio of each Stagecoach Fund will be equal to or less
than the current expense ratio of the corresponding Overland Portfolio. The pro
forma total operating expense ratio will be slightly higher for the Stagecoach
California Tax-Free Money Market Mutual Fund than the current expense ratio for
the corresponding Overland California Tax-Free Money Market Fund. The current
and pro forma total operating expense ratios for each Overland Portfolio and
Stagecoach Fund are shown on page 15. A more detailed breakdown of the expense
ratios for each Portfolio and Fund is included in Appendix III.
The Overland Portfolios and Stagecoach Funds have identical investment
advisers, administrators, distributors, transfer agents and independent
auditors as discussed under "Investment Adviser and Other Service Providers."
Purchase, Redemption and Other Procedures. The purchase, redemption,
dividend, exchange and other policies and procedures of the Stagecoach Funds
and Overland Portfolios are substantially similar. The Class A shares of
certain Stagecoach Funds have a higher front-end sales charge than the
corresponding Overland Portfolios. If you hold shares of an Overland Portfolio
that are represented by a share certificate, the certificate must be
surrendered to Stagecoach for cancellation before the Stagecoach Fund shares
issued to you in the Consolidation may be exchanged, redeemed, transferred or
issued in certificated form. Information concerning these policies and
procedures is discussed further under "Shareholder Transactions and Services"
and in Appendix IV.
D. RISK FACTORS. Because of the similarities of the investment objectives and
policies of the Overland Portfolios and the corresponding Stagecoach Funds,
management believes that an investment in a Stagecoach Fund will generally
involve risks that are similar to those of the corresponding Overland
Portfolio. Some of these risks are common to all mutual fund investments, such
as the risk that the value of your investment may decrease or that the fund may
not achieve its investment objective. Other risks are those typically
associated with investing in funds that invest in the particular markets in
which these Portfolios and Funds invest.
For example, the stock investments of the Portfolios and Funds are subject to
equity market risk. Equity market risk is the possibility that common stock
prices will fluctuate or decline over short or even extended periods. The U.S.
stock market tends to be cyclical, with periods when stock prices generally
rise and periods when prices generally decline.
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Also, the debt instruments in which the Portfolios and Funds invest are
subject to credit and interest rate risk. Credit risk is the risk that issuers
of the debt instruments in which the Funds invest may default on the payment of
principal and/or interest. Interest-rate risk is the risk that increases in
market interest rates may adversely affect the value of the debt instruments in
which the Funds invest. The value of the debt instruments generally changes
inversely to market interest rates. Debt securities with longer maturities,
which tend to produce higher yields, are subject to potentially greater
increases and declines in value than obligations with shorter maturities.
Certain Portfolios and Funds may seek to achieve their investment objectives
through investments in securities of foreign issuers that involve risks not
typically associated with U.S. issuers; debt securities within the lowest
investment grade ratings category which have speculative characteristics; and
certain options, futures and currency swap strategies. The policy of Overland's
and Stagecoach's state tax-exempt Portfolios and Funds to invest primarily in
municipal obligations of a particular state, and the status of each such
portfolio as a non-diversified Portfolio or Fund, presents greater risks than
diversified Portfolios or Funds. The risks associated with these investments
are described in greater detail in the Prospectus and Statement of Additional
Information for each Portfolio and Fund.
Although the money market Portfolios and Funds offered by Overland and
Stagecoach seek to maintain a stable net asset value of $1.00 per share, there
is no assurance they will be able to do so. The price per share of the non-
money market Portfolios and Funds will fluctuate with changes in value of their
investments.
E. FEDERAL INCOME TAX CONSEQUENCES. In general, the Consolidation is not
expected to result in the recognition of a gain or loss for Federal income tax
purposes by the Overland Portfolios, the Stagecoach Funds or their respective
shareholders. See "Federal Income Tax Consequences" for additional information.
F. BOARD CONSIDERATION. In reviewing the proposed Consolidation, the Boards
of Overland and Stagecoach considered the potential impact of the Consolidation
on their respective shareholders. The Boards considered, among other things,
(i) the terms and conditions of the Consolidation Agreement, including those
provisions intended to avoid the dilution of shareholder interests; (ii) the
potential marketing and shareholder benefits obtained by having a combined
mutual fund complex with a single brand identity; (iii) the similarity of the
investment objectives and significant investment policies of the Portfolios and
the Funds; (iv) the historical investment performance of the Portfolios and the
Funds; (v) the historical and projected operating expenses of the Portfolios
and the Funds; and (vi) the prospects for long-term viability of the Portfolios
and Funds. See "About the Proposed Consolidation--Board Consideration."
Based upon their evaluation of these factors, and in light of their fiduciary
duties under federal and state law, the Boards of Directors of Overland and
Stagecoach, including all of the non-interested members of each Board, have
determined that the proposed Consolidation is in the best interests of the
shareholders of each Overland Portfolio and each Stagecoach Fund, respectively,
and that the interests of the shareholders of the respective Portfolios and
Funds will not be diluted as a result of the Consolidation. OVERLAND'S BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT OVERLAND SHAREHOLDERS VOTE FOR THE
CONSOLIDATION AGREEMENT.
II. ABOUT THE PROPOSED RULE 12B-1 FEE INCREASE FOR CERTAIN STAGECOACH FUNDS
A. THE PROPOSED INCREASE. Through the Consolidation, the Class D shareholders
of the Overland California Tax-Free Bond, Municipal Income and U.S. Government
Income Funds will receive Class C shares of the Stagecoach California Tax-Free
Bond, National Tax-Free and Ginnie Mae (to be renamed the U.S. Government
Income) Funds. Each of these Stagecoach Funds currently has in place a
Distribution Plan (the "Plan") under Rule 12b-1 under the Investment Company
Act of 1940 (the "1940 Act"). The Plan permits each of these Stagecoach Funds,
on behalf of the Class C shares, to compensate Stephens Inc. ("Stephens") for
providing distribution-related services (such as the preparation, printing and
distribution of sales literature and promotional materials) or reimburse
Stephens for distribution-related expenses. Currently, each of these Stagecoach
Funds is authorized to pay up to 0.50% of the average daily net assets
attributable to its Class C shares for distribution-related services.
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Class D shareholders of the California Tax-Free Bond, Municipal Income and
U.S. Government Income Funds are being asked to authorize the proper officers
of Overland to approve a twenty-five basis point (0.25%) increase to the
maximum level of distribution fees payable under the corresponding Stagecoach
Fund's Class C Rule 12b-1 Plan. The new maximum fee payable would be 0.75% of
the average daily net assets of the Class C shares.
B. PURPOSE OF THE INCREASE. The proposed increase is intended to enhance the
prospects for the long-term stability and viability of the Stagecoach
California Tax-Free Bond, National Tax-Free and Ginnie Mae (U.S. Government
Income) Funds by ensuring that broker-dealers and other selling agents have
sufficient incentives to promote the sale and retention of these shares. It is
believed that the increased incentives should facilitate the growth of these
Funds by bringing new assets into the Funds and reducing redemption rates.
Although the maximum fee payable by the Class C shares under the Rule 12b-1
Plans will increase, Wells Fargo Bank and Stephens have agreed to waive various
fees and expenses through December 1998, so that the level of total operating
expenses actually paid by the Overland Class D shareholders will not increase
during such period. A shareholder can vote to approve the Consolidation without
voting to approve an increase to the distribution fee payable under the Class C
Rule 12b-1 Plans.
C. BOARD CONSIDERATION. In considering an increase to the maximum
distribution fees payable under the Plans, the Overland and Stagecoach Boards
of Directors considered, among other things: (i) the costs and potential
benefits of the proposed increase; (ii) whether the fee increase could be
reasonably expected to assist in the marketing and retention of Class C shares;
and (iii) the advantages to each Fund and its shareholders that could
reasonably be expected to result from providing competitive distribution
pricing for the Class C shares. The Directors also recognized and considered
that possible benefits may be realized by the Funds' service providers,
including Wells Fargo Bank and Stephens, as a result of approvals of the
increased fee level under the adoption of each Plan. The Directors determined
that the ability to compensate broker-dealers and other selling agents at more
competitive levels for distribution-related activities is likely to result in
higher levels of sales and lower levels of redemptions of Stagecoach Fund
shares than would otherwise occur.
Based upon their evaluation of the information presented to them, the Board
of Directors of Overland and Stagecoach, including all non-interested
Directors, have determined that the proposed increase in the maximum amount
payable under the Class C Rule 12b-1 Plan is in the best interests of, and is
reasonably likely to benefit, the Class C shareholders and each Fund.
OVERLAND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CLASS D
SHAREHOLDERS OF THE OVERLAND CALIFORNIA TAX-FREE BOND, MUNICIPAL INCOME AND
U.S. GOVERNMENT INCOME FUNDS VOTE FOR THE PROPOSAL TO AUTHORIZE THE PROPER
OFFICERS OF OVERLAND TO APPROVE AN INCREASE IN THE MAXIMUM FEE PAYABLE UNDER
THE CLASS C RULE 12B-1 PLAN.
III. VOTING INFORMATION.
This Proxy/Prospectus is being furnished in connection with the solicitation
of proxies by Overland's Board of Directors for the Meeting. Only shareholders
of record at the close of business on September 30, 1997 will be entitled to
vote at the Meeting. Each whole or fractional share is entitled to a whole or
fractional vote. Shares represented by a properly executed proxy will be voted
in accordance with the instructions thereon or, if no specification is made,
the persons named as proxies will vote in favor of each proposal set forth in
the Notice of Meeting. Proxies may be revoked at any time before they are
exercised by attending the meeting and voting in person or by submitting to
Overland (i) a written notice of revocation or (ii) a subsequently executed
proxy. For additional information, including a description of the shareholder
votes required for approval of the proposals to be considered at the Meeting,
see "Information Relating to Voting Matters."
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I. ABOUT THE PROPOSED CONSOLIDATION
Important information about the Consolidation and the Consolidation Agreement
is summarized below. This summary is qualified by reference to the
Consolidation Agreement, a copy of which is attached as Appendix I.
DESCRIPTION OF THE CONSOLIDATION AGREEMENT. The Consolidation Agreement
provides that at the closing of the Consolidation (the "Closing") the assets
and stated liabilities of the Overland Portfolios will be transferred to
corresponding Stagecoach Funds in exchange for full and fractional shares of
designated classes of the Stagecoach Funds as shown below. Certain Overland
Portfolios will be reorganized with existing Stagecoach Funds, while others
will be reorganized with newly created Stagecoach Funds.
OVERLAND/STAGECOACH FUNDS CONSOLIDATION MAP
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS - EXISTING STAGECOACH FUNDS -
CLASSES EXISTING OR NEW CLASSES
------------------------ ---------------------------
<S> <C>
California Tax-Free California Tax-Free Bond--A and C
Bond--A and D
California Tax-Free California Tax-Free Money Market Mutual
Money Market
Money Market--A and Prime Money Market Mutual--A and Administrative
Institutional
Municipal Income--A and National Tax-Free--A and C
D
National Tax-Free National Tax-Free Money Market Mutual--Institutional
Institutional Money
Market
Small Cap Strategy--A Small Cap--A and C
and D
Strategic Growth--A and Aggressive (Strategic) Growth--A and C
D
U.S. Government Income-- Ginnie Mae (U.S. Government Income)--A and C
A and D
U.S. Treasury Money Treasury Money Market Mutual--A and Administrative
Market--A and
Institutional
<CAPTION>
OVERLAND EXPRESS FUNDS--
CLASSES NEW STAGECOACH FUNDS--CLASSES
------------------------ -----------------------------
<S> <C>
Index Allocation--A and Index Allocation--A and C
D
Overland Sweep Overland Express Sweep
Short-Term Government- Short-Term Government-Corporate Income
Corporate Income
Short-Term Municipal Short-Term Municipal Income
Income
Variable Rate Variable Rate Government--A and C
Government--A and D
</TABLE>
The shares issued by Stagecoach in the Consolidation will have an aggregate
value equal to the aggregate value of the shares of the respective Overland
Portfolios that are outstanding immediately before the Closing.
Immediately after the transfer of their assets and stated liabilities in
exchange for Stagecoach Fund shares, the Overland Portfolios will distribute
the shares of the Stagecoach Funds received in the Consolidation to their
shareholders in liquidation of the Overland Portfolios and in exchange for the
outstanding shares of the Overland Portfolios. Each shareholder owning shares
of a particular Overland Portfolio at the Closing will receive shares of the
designated class of the corresponding Stagecoach Fund (as specified in the
foregoing table) of equal value, and will receive any unpaid dividends or
distributions that were declared before the Closing on Overland Portfolio
shares. Stagecoach will establish an account for each former shareholder of the
Overland Portfolios reflecting the appropriate number of Stagecoach Fund shares
distributed to the shareholder. These accounts will be identical in all
material respects to the accounts currently maintained by Overland for each
shareholder. Share certificates will not be issued unless requested.
Upon completion of the Consolidation, all outstanding shares of the Overland
Portfolios will be canceled, and Overland will wind up its affairs, be
deregistered as an investment company under the 1940 Act and be dissolved under
Maryland law. The stock transfer books of the Overland Portfolios will be
permanently closed as of the close of business on the business day immediately
preceding the Closing. Exchange or redemption
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requests received thereafter will be deemed to be exchange or redemption
requests for shares of the Stagecoach Funds distributed to the former
shareholders of the Overland Portfolios. If any shares of the Overland
Portfolios are represented by an unsurrendered share certificate, the
certificate must be surrendered to Stagecoach before the Stagecoach Fund shares
issued to a shareholder in the Consolidation may be redeemed, exchanged,
transferred or issued in certificated form.
Each of the Overland Sweep, National Tax-Free Institutional Money Market,
Short-Term Government-Corporate Income, Short-Term Municipal Income, Small Cap
and Strategic Growth Funds pursues its investment objective by investing all of
its assets in a master portfolio with the same investment objective and
policies as the corresponding Overland Portfolio. Each master portfolio in turn
invests directly in a portfolio of securities. This type of structure is
sometimes called a "master-feeder structure." Certain of the Stagecoach Funds
corresponding to these Overland Portfolios invest in the same master portfolios
as the Overland Portfolios and may be considered part of the same master-feeder
structure. If the Consolidation Agreement is approved, the existing master-
feeder structure will be dissolved and each Stagecoach Fund will invest
directly in a portfolio of securities. The dissolution of the master-feeder
structure, which does not require shareholder approval, is expected to occur
immediately after the proposed Consolidation. The Stagecoach Funds that
correspond to the Overland Sweep, Short-Term Government-Corporate Income and
Short-Term Municipal Income Funds are new Funds that do not use the master-
feeder structure.
Wells Fargo Bank and Stephens have undertaken to bear any Consolidation
expenses incurred by the Overland Portfolios and Stagecoach Funds, including
the costs associated with the Meeting and the Voting Materials.
OVERALL PURPOSE OF THE CONSOLIDATION. The overall purpose of the
Consolidation is to facilitate investment management, administration and
marketing by combining the Overland Portfolios and the Stagecoach Funds into a
single mutual fund family with a single brand identity. Although some of these
benefits will accrue to the investment adviser, administrator and distributor
of the Funds, some will be passed through to shareholders. The benefits passed
through to shareholders are expected to include potential economies of scale
(for example, reductions in operating expense levels), greater portfolio
diversification and improved cash flows. Shareholders also will have more
convenient access to a larger mutual fund family that, after the Consolidation,
will include over 30 Funds.
ORGANIZATION OF OVERLAND AND STAGECOACH. Both Overland and Stagecoach are
registered as open-end management investment companies under the 1940 Act.
Currently, Overland offers 14 Portfolios. Immediately after the Consolidation,
Stagecoach expects to offer 32 separate Funds.
Overland and Stagecoach are each organized as Maryland Corporations, and each
is subject to the provisions of its respective Articles of Incorporation and
By-Laws. Shares of the Overland Portfolios and the Stagecoach Funds each have a
par value of $.001 per share. Shares of the Overland Portfolios and Stagecoach
Funds are entitled to one vote for each full share held and fractional votes
for fractional shares held, and will vote in the aggregate and not by portfolio
or class except as otherwise required by law or when class voting is permitted
by its Board of Directors. Each Overland Portfolio will vote separately to
approve the Consolidation Agreement. Shares of the Overland Portfolios and
Stagecoach Funds have no pre-emptive rights and have only such conversion and
exchange rights as the Board of Directors of Overland or the Board of Directors
of Stagecoach, respectively, may grant in their discretion. When issued for
payment as described in their respective prospectuses, Stagecoach Fund shares
and Overland Portfolio shares are fully paid and non-assessable.
Each share of a class of an Overland Portfolio or Stagecoach Fund represents
an equal proportionate interest in a particular Portfolio or Fund with other
shares of the same class. Each share is entitled to cash dividends and
distributions earned on such shares as may be declared in the discretion of the
Board of Directors. Shares of each class bear a pro rata portion of all
operating expenses paid by a Portfolio or Fund, except that certain expenses
relating to class-specific services (such as distribution and shareholder
servicing fees) may be allocated to a particular class.
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The Class D shares of Overland and the Class C shares of Stagecoach each are
subject to a contingent deferred sales charge if redeemed within one year and
have the same general distribution fee structure. In this respect, there are no
material differences between the Class D and Class C shares, and the Class D
shares are simply being "renamed" Class C shares.
Institutional Class shares of the Overland Money Market and U.S. Treasury
Money Market Funds will be reorganized into Administrative Class shares of the
Stagecoach Prime Money Market Mutual and Treasury Money Market Mutual Funds,
respectively. The single class shares of the National Tax-Free Institutional
Money Market Fund will be reorganized into the Institutional Class shares of
the Stagecoach National Tax-Free Money Market Mutual Fund. These classes of
shares are all available only to institutional and high net worth investors,
and do not have initial or contingent-deferred sales charges.
The Class A shares of both the Overland Portfolios and the Stagecoach Funds
are subject to front-end sales charges at the time of purchase. The front-end
sales charges vary among specific groupings of funds, and are described in
detail, along with a description of exchange privileges and other information
applicable to the Class A shares, in Appendix III.
CAPITALIZATION OF EACH PORTFOLIO AND FUND. The following table shows the
total net assets, number of shares outstanding and net asset value per share of
the Overland Portfolios and the Stagecoach Funds. This information is generally
referred to as the "capitalization" of each Portfolio or Fund. The term "pro
forma capitalization" simply means the capitalization of the combined Overland
and Stagecoach Funds as if the Consolidation had already occurred.
The table sets forth as of August 31, 1997 (i) the capitalization of each
Overland Portfolio; (ii) the capitalization of the corresponding Stagecoach
Fund; and (iii) the pro forma capitalization of each Stagecoach Fund adjusted
to give effect to the Consolidation. Five of the Overland Portfolios will be
reorganized into five new Stagecoach Funds that are being created in connection
with the Consolidation. These new Stagecoach "shell" Funds currently do not
have any assets and have no shares outstanding. For this reason, the pro forma
capitalization is the same as the capitalization of the corresponding Overland
Portfolios. The ongoing investment performance and daily share purchase and
redemption activity of each Portfolio and existing Fund affects capitalization.
Therefore, the capitalization of each Overland Portfolio and existing
Stagecoach Fund on the Closing Date is likely to vary from the capitalization
shown in the following table.
10
<PAGE>
TABLE I
PRO FORMA CAPITALIZATION TABLE AS OF AUGUST 31, 1997
<TABLE>
<CAPTION>
NET ASSET
OVERLAND PORTFOLIO INTO EXISTING SHARES VALUE
STAGECOACH FUND TOTAL NET ASSETS OUTSTANDING PER SHARE
- ------------------------------------- ---------------- ------------- ---------
<S> <C> <C> <C>
Overland Cal. Tax-Free Bond Class A $ 224,895,764 21,073,820 $ 10.67
Stagecoach Cal. Tax-Free Bond Class
A $ 282,645,594 25,473,380 $ 11.10
PRO FORMA CAL. TAX-FREE BOND CLASS A $ 507,541,358 45,730,827 $ 11.10
Overland Cal. Tax-Free Bond Class D $ 5,686,145 408,084 $ 13.93
PRO FORMA CAL. TAX-FREE BOND CLASS
C/1/ $ 5,686,145 502,618 $ 11.31
Overland Cal Tax-Free Money Market $ 393,638,932 393,702,012 $ 1.00
Stagecoach Cal Tax-Free Money
Market Mutual $1,463,146,880 1,463,336,656 $ 1.00
PRO FORMA CAL. TAX-FREE MONEY MARKET
MUTUAL $1,856,785,812 1,857,038,668 $ 1.00
Overland Money Market Class A $ 476,178,417 476,231,940 $ 1.00
Stagecoach Prime Money Market
Mutual Class A $ 197,209,963 197,295,327 $ 1.00
PRO FORMA PRIME MONEY MARKET MUTUAL
CLASS A $ 673,388,380 673,527,267 $ 1.00
Overland Money Market Institutional
Class $ 765,545,104 765,509,350 $ 1.00
PRO FORMA PRIME MONEY MARKET MUTUAL
ADMINISTRATIVE CLASS/2/ $ 765,545,104 765,509,350 $ 1.00
Overland Municipal Income Class A $ 39,555,151 3,630,431 $ 10.90
Stagecoach National Tax-Free Class
A $ 4,613,552 295,354 $ 15.62
PRO FORMA NATIONAL TAX-FREE CLASS A $ 44,168,703 2,827,693 $ 15.62
Overland Municipal Income Class D $ 8,432,269 571,501 $ 14.75
PRO FORMA NATIONAL TAX-FREE CLASS
C/1/ $ 8,432,269 818,412 $ 10.30
Overland National Tax-Free Inst.
Money Market $ 69,720,884 69,727,716 $ 1.00
PRO FORMA NATIONAL TAX-FREE MONEY
MARKET MUTUAL
INSTITUTIONAL CLASS/2/ $ 69,720,884 69,727,716 $ 1.00
Overland Small Cap Strategy Class A $ 3,222,132 279,612 $ 11.52
Stagecoach Small Cap Class A $ 6,959,001 274,131 $ 25.39
PRO FORMA SMALL CAP CLASS A $ 10,181,133 400,997 $ 25.39
Overland Small Cap Strategy Class D $ 2,183,461 190,826 $ 11.44
PRO FORMA SMALL CAP CLASS C/1/ $ 2,183,461 86,457 $ 25.25
Overland Strategic Growth Class A $ 131,504,790 6,362,725 $ 20.67
Stagecoach Aggressive Growth Class
A $ 41,071,296 1,974,295 $ 20.80
PRO FORMA AGGRESSIVE GROWTH CLASS A $ 172,576,086 8,297,253 $ 20.80
Overland Strategic Growth Class D $ 44,040,587 1,745,457 $ 25.23
PRO FORMA AGGRESSIVE GROWTH CLASS
C/1/ $ 44,040,587 1,732,411 $ 25.42
Overland U.S. Government Income
Class A $ 84,372,302 8,328,577 $ 10.13
Stagecoach Ginnie Mae Class A $ 124,458,649 11,588,211 $ 10.74
PRO FORMA GINNIE MAE CLASS A $ 208,830,951 19,443,750 $ 10.74
Overland U.S. Government Income
Class D $ 1,707,157 123,285 $ 13.85
PRO FORMA GINNIE MAE CLASS C/1/ $ 1,707,157 161,542 $ 10.57
Overland U.S. Treasury Money Market
Class A $ 368,567,191 368,556,464 $ 1.00
Stagecoach Treasury Money Market
Mutual Class A $ 66,296,320 66,315,549 $ 1.00
PRO FORMA TREASURY MONEY MARKET
MUTUAL CLASS A $ 434,863,511 434,872,013 $ 1.00
</TABLE>
11
<PAGE>
TABLE I
PRO FORMA CAPITALIZATION TABLE AS OF AUGUST 31, 1997
<TABLE>
<CAPTION>
NET ASSET
OVERLAND PORTFOLIO INTO EXISTING SHARES VALUE
STAGECOACH FUND TOTAL NET ASSETS OUTSTANDING PER SHARE
- -------------------------------------- ---------------- ------------- ---------
<S> <C> <C> <C>
Overland U.S. Treasury Money Market
Institutional Class $ 180,038,910 180,010,031 $1.00
PRO FORMA TREASURY MONEY MARKET MUTUAL
ADMINISTRATIVE CLASS/2/ $ 180,038,910 180,010,031 $1.00
<CAPTION>
OVERLAND PORTFOLIO INTO NEW STAGECOACH
FUND
- --------------------------------------
<S> <C> <C> <C>
Overland Index Allocation Class A 75,664,849 4,730,458 16.00
PRO FORMA INDEX ALLOCATION CLASS A/3/ 75,664,849 4,730,458 16.00
Overland Index Allocation Class D 37,456,312 1,885,235 19.87
PRO FORMA INDEX ALLOCATION CLASS C/3/ 37,456,312 1,885,235 19.87
Overland Sweep 2,276,465,927 2,227,039,384 1.00
PRO FORMA OVERLAND EXPRESS SWEEP/3/ 2,276,465,927 2,277,039,384 1.00
Overland Short-Term Government-
Corporate Income 9,263,367 1,861,997 4.97
PRO FORMA SHORT-TERM GOVERNMENT-
CORPORATE INCOME/3/ 9,263,367 1,861,997 4.97
Overland Short-Term Municipal Income 24,015,973 4,830,256 4.97
PRO FORMA SHORT-TERM MUNICIPAL
INCOME/3/ 24,015,973 4,830,256 4.97
Overland Variable Rate Government
Class A 310,567,949 33,602,658 9.24
PRO FORMA VARIABLE RATE GOVERNMENT
CLASS A/3/ 310,567,949 33,602,658 9.24
Overland Variable Rate Government
Class D 8,137,475 586,076 13.88
PRO FORMA VARIABLE RATE GOVERNMENT
CLASS C/3/ 8,137,475 586,076 13.88
</TABLE>
- --------
/1/ The total net assets and shares outstanding for the Class C shares of the
pro forma Stagecoach Fund are the same as the corresponding amounts for the
Overland Class D shares because the Class C shares will not be issued prior
to the closing of the Consolidation. The net asset value per share of the
pro forma Class C shares is based upon the net asset value per share of the
Stagecoach Fund's Class B shares. The total dollar value of the Stagecoach
Fund shares that you receive in the Consolidation will be the same as the
total dollar value of the Overland shares that you hold immediately before
the closing of Consolidation.
/2/ The total net assets and shares outstanding for the class of the pro forma
Stagecoach Fund are the same as the amounts for the corresponding class of
the Overland Portfolio because the shares of the Stagecoach Fund will not be
issued prior to the closing of the Consolidation.
/3/ The total net assets and shares outstanding for the shares of the pro forma
Stagecoach Fund are the same as the amounts for the corresponding class of
the Overland Portfolio because the shares of the Stagecoach Fund will not be
issued prior to the closing of the Consolidation.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES. The investment objectives
and policies of each Overland Portfolio, except as described below, are
identical or substantially similar to those of its corresponding Stagecoach
Fund.
The investment objectives and policies of the Overland Municipal Income Fund
differ in certain respects from those of its corresponding Stagecoach Fund,
the National Tax-Free Fund. Although each Fund invests a very high percentage
of its assets in securities that pay interest that is exempt from federal
income taxes, the Municipal Income Fund normally invests at least 80% of its
assets in securities subject to the alternative minimum tax ("AMT securities")
while the National Tax-Free Fund normally invests no more than 20% of its
assets in such securities.
AMT securities, including, in particular, mortgage revenue bonds, generally
pay a higher yield than similar non-AMT securities. Because the National Tax-
Free Fund invests a smaller portion of its portfolio in AMT securities than
the Municipal Income Fund, investors should expect the pre-expense yield on
their investment to be reduced. In addition, current market interest rates are
lower than they were when many of the Municipal Income Fund's securities were
issued. The repositioning of the Municipal Income Fund's portfolio is expected
to reduce pre-expense yields for this reason as well.
The investment objectives and policies of the Overland U.S. Government
Income Fund differ in certain respects from the investment objectives and
policies of its corresponding Stagecoach Fund, the Ginnie Mae Fund.
12
<PAGE>
The U.S. Government Income Fund invests primarily in U.S. government
securities. The Ginnie Mae Fund currently invests primarily in Ginnie Mae
securities. Stagecoach's Board of Directors has approved a change to this
investment policy so that, upon completion of the Consolidation, the Ginnie Mae
Fund will no longer invest primarily in Ginnie Mae securities. Rather, the
Ginnie Mae Fund will invest principally in a broader range of mortgage pass-
through securities issued or guaranteed by the U.S. government, its agencies
and instrumentalities, consisting primarily of Ginnie Mae, Federal National
Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corporation
("FHLMC") securities, and will change its name to the "U.S. Government Income
Fund." In short, although the investment policies of this Overland Portfolio
and Stagecoach Fund will be similar, the Stagecoach Fund will be required to
maintain a higher percentage of its assets in mortgage-related U.S. Government
securities.
Mortgage-related U.S. Government securities tend to be more sensitive to
interest rate fluctuations, due in part to the effects of prepayments and
prepayment assumptions, than certain non-mortgage-related U.S. Government
securities. In addition, although Ginnie Mae securities are backed by the full
faith and credit of the United States, FNMA and FHLMC securities are only
supported by the credit of the issuing government-sponsored enterprise. The
Overland Fund currently invests, and the Stagecoach Fund will invest, a
significant portion of their assets in securities that are not backed by the
full faith and credit of the United States.
The investment objectives and policies of the Overland Sweep, Short-Term
Government-Corporate Income, Short-Term Municipal Income, Index Allocation and
Variable Rate Government Funds are substantially identical to the investment
objectives and policies of the corresponding Stagecoach "shell" Funds that are
being created in connection with the Consolidation; except for changes relating
to the dissolution of the master-feeder structure for the first three of these
Portfolios. The investment objectives and policies of the National Tax-Free
Institutional Money Market, Small Cap Strategy and Strategic Growth Funds are
identical to the investment objectives and policies of the corresponding
Stagecoach Funds because prior to the Consolidation these Overland Portfolios
and Stagecoach Funds were part of the same master-feeder structure and invested
their assets in the same Master Portfolio. Upon completion of the Consolidation
the Stagecoach Aggressive Growth Fund will change its name to the "Strategic
Growth Fund."
Additional information about the Portfolios' and Funds' investment objectives
and policies is contained in Appendix II hereto and in the prospectus and
statement of additional information for each Portfolio and Fund. To obtain a
prospectus or statement of additional information call 1-800-572-7797 or see
"How to Obtain Additional Information About Stagecoach and Overland" below.
COMPARISON OF TOTAL EXPENSE RATIOS. As with all mutual funds, each class of
the Overland Portfolios and Stagecoach Funds incurs various costs and expenses
in connection with its daily activities. The total of these costs and expenses
is the "total expense ratio" and is expressed as a percentage of the average
daily net assets of each class. With one exception, the total expense ratio of
each Stagecoach Fund after giving effect to the Consolidation (sometimes called
the "pro forma total expense ratio") will be equal to or less than the current
total expense ratio of the corresponding Overland Portfolio. The pro forma
total expense ratio will be 0.02% higher for the Stagecoach California Tax-Free
Money Market Mutual Fund than the current total operating expense ratio for the
corresponding Overland California Tax-Free Money Market Fund.
In several instances, the individual itemized expense amounts that make up
the Fund's total expense ratio differ from those that make up the corresponding
Portfolio's total expense ratio. For example, the Stagecoach Overland Express
Sweep Fund will pay a higher investment advisory fee, but a lower Rule 12b-1
distribution fee, than the corresponding Overland Portfolio. The total expense
ratio of the Stagecoach Overland Express Sweep Fund, however, will be the same
immediately after the Consolidation as that of the corresponding Overland
Portfolio immediately before the Consolidation. Also, the maximum distribution
fee payable by the Class A shares of certain Overland Portfolios is higher than
the maximum distribution fee payable by Class A shares of the corresponding
Stagecoach Fund.
In addition, in some instances, different rates of fee waivers and expense
reimbursements will apply. In these situations, the maximum contractual or plan
fee rates payable by a Stagecoach Fund may be more or less,
13
<PAGE>
in the aggregate, than the maximum rates payable by the corresponding Overland
Portfolio. As noted above, however, with only one exception, the pro forma
total operating expense ratio of each Stagecoach Fund (which measures the
amounts actually being paid after waivers and reimbursements) immediately after
the Consolidation will be equal to or less than the ratio of the corresponding
Overland Portfolio.
A more detailed breakdown of the expense ratios for each Portfolio and Fund,
including information about fee waivers and expense reimbursements, is included
in Appendix III.
The following table shows (i) the current total expense ratio for each Class
of the Overland Portfolios, after fee waivers and reimbursements, and (ii) the
pro forma total expense ratio of the corresponding Stagecoach Funds, based upon
the fee arrangements, including waivers and reimbursements, that will be in
place upon consummation of the Consolidation. All fee rates are annualized and
are expressed as a percentage of average daily net assets. Detailed expense
information for each Overland Portfolio and Stagecoach Fund is included in
Appendix III.
14
<PAGE>
TOTAL EXPENSE INFORMATION
<TABLE>
<CAPTION>
CURRENT OVERLAND COMBINED STAGECOACH
FUND TOTAL EXPENSE FUND PRO FORMA
NAME OF RATIO TOTAL EXPENSE RATIO
OVERLAND PORTFOLIO (AFTER WAIVERS) (AFTER WAIVERS)
------------------ ------------------------------------------
<S> <C> <C> <C> <C>
Overland California Tax-Free Bond Fund. Class A 0.74% Class A 0.74%
Class D 1.46% Class C 1.44%
Overland California Tax-Free Money
Market Fund........................... Single 0.63% Single 0.65%
Class Class
Overland Index Allocation Fund......... Class A 1.31% Class A 1.31%
Class D 2.05% Class C 2.05%
Overland Money Market Fund............. Class A 0.65% Class A 0.65%
Inst. Class 0.40% Admin Class 0.40%
Overland Municipal Income Fund......... Class A 0.80% Class A 0.80%
Class D 1.40% Class C 1.40%
Overland National Tax-Free
Institutional Money
Market Fund........................... Single 0.30% Single 0.30%
Class Class
Overland Sweep Fund.................... Single 1.24% Single 1.24%
Class Class
Overland Short-Term Government
Corporate Income Fund................. Single 0.40% Single 0.40%
Class Class
Overland Short-Term Municipal Income
Fund.................................. Single 0.40% Single 0.40%
Class Class
Overland Small Cap Strategy Fund....... Class A 1.35% Class A 1.35%
Class D 2.10% Class C 2.10%
Overland Strategic Growth Fund......... Class A 1.28% Class A 1.28%
Class D 2.00% Class C 2.00%
Overland U.S. Government Income Fund... Class A 0.89% Class A 0.88%
Class D 1.62% Class C 1.58%
Overland U.S. Treasury Money Market
Fund.................................. Class A 0.65% Class A 0.65%
Inst Class 0.40% Admin Class 0.40%
Overland Variable Rate Government Fund. Class A 0.78% Class A 0.78%
Class D 1.28% Class C 1.28%
</TABLE>
INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS. Overland and Stagecoach have
the same service providers. Upon completion of the Consolidation, these service
providers will continue to serve the Stagecoach Funds in the capacities
indicated in the following chart.
SERVICE PROVIDERS FOR THE
OVERLAND PORTFOLIOS AND STAGECOACH FUNDS
<TABLE>
<S> <C>
Investment Adviser Wells Fargo Bank
Sub-Adviser (Overland Index Barclays Global Fund Advisors
Allocation
and Stagecoach Asset
Allocation only)
Distributor Stephens Inc.
Administrator Wells Fargo Bank
Co-Administrator Stephens Inc.
Custodian Wells Fargo Bank, Barclays Global Fund
Advisors
Fund Accountant Wells Fargo Bank
Transfer Agent Wells Fargo Bank
Independent Auditors KPMG Peat Marwick LLP
</TABLE>
15
<PAGE>
Investment Advisor and Advisory Fees. As investment adviser to Overland and
Stagecoach, Wells Fargo Bank, subject to the supervision of the Boards of
Directors, provides investment guidance and policy direction in connection with
the daily portfolio management of each Overland Portfolio and Stagecoach Fund.
The National Tax-Free Institutional Money Market, Overland Sweep, Short-Term
Government-Corporate Income, Short-Term Municipal Income, Strategic Growth and
Small Cap Strategy Funds of Overland, and the Aggressive Growth, National Tax-
Free Money Market Mutual, and Small Cap Funds of Stagecoach are "feeder" funds
of master portfolios of Master Investment Trust. As such, Wells Fargo Bank
currently is investment adviser to the master portfolios, in which such Funds
invest all their assets and does not provide investment advice directly to
these Funds. Upon completion of the Consolidation, the master-feeder structure
will be dissolved and Wells Fargo Bank will be the direct investment adviser to
all of the Stagecoach Funds.
The advisory fees currently charged to the Overland Portfolios are identical
to the advisory fees applicable to the corresponding Stagecoach Funds, except
for the Overland California Tax-Free Money Market Fund, whose fee is five basis
points (0.05%) lower than the corresponding Stagecoach Fund, and the Overland
Sweep Fund whose fee is twenty basis points (0.20%) lower than the
corresponding Stagecoach Fund. The advisory fee rates for all of the Overland
Portfolios and Stagecoach Funds, as well as the fee rates for certain other
services described below, are listed in the detailed summaries of expense
information in Appendix III.
Wells Fargo Bank, a national bank, is one of the largest banks in the United
States. Wells Fargo Bank was founded in 1852 and is the oldest bank in the
western United States. As of June 30, 1997, various divisions and affiliates of
Wells Fargo Bank provided investment advisory services for approximately $57
billion of assets of individuals, trusts, estates and institutions. Wells Fargo
Bank is a wholly-owned subsidiary of Wells Fargo & Company, a publicly-held
bank holding company.
Distribution, Administration and Shareholder Servicing Arrangements. Each
Overland Portfolio and Stagecoach Fund has adopted a Distribution Plan pursuant
to Rule 12b-1 under the 1940 Act. The Distribution Plans, and the related
Distribution Agreements, permit each Fund to pay Stephens for distribution-
related services or expenses, such as the printing and preparation of
prospectuses and other materials and the compensation of selling agents. For
purposes of the following discussion the single class shares of certain
Overland and Stagecoach Funds, unless otherwise indicated, are referred to as
"Class A shares."
The maximum amount payable by the Class A shares of the Overland Portfolios
is the same as the maximum amount payable by the Class A shares of each
corresponding Stagecoach Fund, except as described below. The maximum
distribution fee payable by the Class A shares of the Overland Money Market,
Municipal Income, Overland Sweep, Small Cap Strategy, Strategic Growth and U.S.
Treasury Money Market Funds is higher than the maximum amount payable by the
Class A shares of the corresponding Stagecoach Fund.
The maximum amount payable by the Class D shares of the Overland Portfolios
is the same as the maximum amount payable by the Class C shares of each
corresponding Stagecoach Fund. However, Class D shareholders of the Overland
California Tax-Free Bond, Municipal Income and U.S. Government Income Funds are
being asked to approve a twenty-five basis point (0.25%) increase to the
maximum distribution fee payable by the Class C shares of the corresponding
Stagecoach Funds. For additional information, see Appendix III.
The Portfolios and Funds receive administration services from Wells Fargo
Bank, as Administrator, and Stephens, as Co-administrator. The administration
services provided to the Portfolios and Funds include, among other things,
general supervision of each Portfolio's and Fund's operation, coordination of
other services, compilation of information for reports to the SEC and the state
securities commissions, preparation of proxy statements and shareholder
reports, and general supervision of data compilation in connection with
preparing periodic reports to Directors and officers. For these administration
services, Wells Fargo Bank and Stephens are entitled to receive monthly fees at
the annual rates of 0.04% and 0.02%, respectively, of each Portfolio's and
Fund's average daily net assets.
Certain classes of the Portfolios and Funds have entered into shareholder
servicing agreements with Wells Fargo Bank and may enter into similar
agreements with other institutions ("Shareholder Servicing Agents").
16
<PAGE>
Under such agreements, Shareholder Servicing Agents (including Wells Fargo
Bank) agree, as agents for their customers, to provide shareholder
administrative and liaison services with respect to Portfolio and Fund shares,
which include, without limitation, aggregating and transmitting shareholder
orders for purchases, exchanges and redemptions; maintaining shareholder
accounts and records; and providing such other related services as the Company
or a shareholder may reasonably request. For these services, a Shareholder
Servicing Agent is entitled to receive a fee at an annual percentage of the
average daily net assets attributable to a class of shares owned of record or
beneficially by investors with whom the Shareholder Servicing Agent maintains a
servicing relationship.
The Shareholder Servicing Plans for the Class D shares of the Overland
Portfolios and for the Class C shares of the corresponding Stagecoach Funds
each provide for a fee at the annual rate of up to 0.25% of the average daily
net assets attributable to these classes of shares. The Class A shares of the
Overland Portfolios do not have Shareholder Servicing Plans in place; however,
the Class A shares of the corresponding Stagecoach Funds each have Shareholder
Servicing Plans authorizing an asset-based fee of up to 0.25%, except for the
California Tax-Free Bond, California Tax-Free Money Market Mutual and Ginnie
Mae (U.S. Government Income) Funds, which have authorized a fee of up to 0.30%.
The Institutional shares of the Overland Money Market and U.S. Treasury Money
Market Funds do not currently pay shareholder servicing fees, but the
Administrative class shares of the corresponding Stagecoach Funds are
authorized to pay shareholder servicing fees of up to 0.15%. The Class A shares
of the Overland Index Allocation, Short-Term Government-Corporate Income,
Short-Term Municipal Income, Small Cap, Strategic Growth and Variable Rate
Government Funds have in place a Shareholder Administrative Servicing Plan
authorizing an asset based fee of up to 0.25%. This plan provides for many of
the same services covered by the Shareholder Servicing Plan for the Class D
shares. Class A shareholders will not be assessed fees under an Administrative
Servicing Plan and Distribution Plan at the same time. The corresponding
Stagecoach Funds, except the Small Cap and Aggressive (Strategic) Growth Funds,
have an Administrative Servicing Plan in place.
For additional information, see Appendix III.
SHAREHOLDER TRANSACTIONS AND SERVICES. The respective purchase, redemption,
exchange, dividend and other policies and procedures of the Overland Portfolios
and the corresponding Stagecoach Funds are substantially similar. More detailed
information about these policies and procedures is set forth in Appendix IV.
However, there are certain differences. For example, as shown in Appendix IV,
the front-end sales charges applicable to new purchases of Class A shares of
the Stagecoach Funds are in some cases different than the front-end sales
charges applicable to new purchases of Class A Shares of the Overland
Portfolios.
FEDERAL INCOME TAX CONSEQUENCES. Consummation of the Consolidation with
respect to each Overland Portfolio is subject to the condition that Overland
and Stagecoach receive an opinion from Morrison & Foerster LLP. The opinion
will generally state that for Federal income tax purposes: (i) the transfer of
all of the assets and stated liabilities of each Overland Portfolio to its
corresponding Stagecoach Fund in exchange for shares of the Stagecoach Fund and
the distribution of these Stagecoach shares to shareholders of the Overland
Portfolio, as described in the Consolidation Agreement, will constitute a
"reorganization" within the meaning of Section 368(a)(1)(C), (D) or (F) of the
Internal Revenue Code of 1986, as amended (the "Code") and each Overland
Portfolio and its corresponding Stagecoach Fund will be a "party to a
reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain
or loss will be recognized by the Overland Portfolios as a result of these
transactions; (iii) no gain or loss will be recognized by the Stagecoach Funds
as a result of these transactions; (iv) no gain or loss will be recognized by
the shareholders of each Overland Portfolio on the distribution to them of
shares of the corresponding Stagecoach Funds in exchange for their shares of
the Overland Portfolios; (v) the basis of Stagecoach Fund shares received by a
shareholder of an Overland Portfolio will be the same as the basis of the
shareholder's Overland Portfolio shares immediately before the Consolidation;
(vi) the basis to each Stagecoach Fund of the assets of the corresponding
Overland Portfolio received pursuant to these transactions will be the same as
the basis of the assets in the hands of the Overland Portfolio immediately
before the Consolidation; (vii) a shareholder's holding period for Stagecoach
Fund shares will be determined by including the period for which the
shareholder held the Overland Portfolio shares exchanged therefor, provided the
shareholder held the Overland Portfolio shares as a capital asset; (viii) each
Stagecoach Fund's holding period
17
<PAGE>
with respect to the assets received in the Consolidation will include the
period for which the assets were held by the corresponding Overland Portfolio;
and (ix) each Stagecoach Fund will succeed to the tax attributes of the
corresponding Overland Portfolios described in Section 381(c) of the Code,
subject to conditions and limitations set forth in the Code.
Stagecoach and Overland have not sought, and will not seek, a private ruling
from the Internal Revenue Service ("IRS") on the tax consequences of the
Consolidation. The opinion of counsel is not binding on the IRS and does not
preclude the IRS from adopting a contrary position. Shareholders may wish to
consult their own tax advisers concerning the potential tax consequences to
them, including state, local and foreign income tax consequences, of the
Consolidation.
BOARD CONSIDERATION. The Boards of Directors of Overland and Stagecoach
unanimously voted to approve the Consolidation Agreement at a joint meeting
held on July 23, 1997. In reviewing the proposed Consolidation, the Boards of
Overland and Stagecoach considered the potential impact of the Consolidation on
their respective shareholders. The Boards considered, among other things, (i)
the terms and conditions of the Consolidation Agreement, including those
intended to avoid the dilution of shareholder interests; (ii) the potential
marketing and shareholder benefits obtained by having a combined mutual fund
complex with a single brand identity; (iii) the similarity of the investment
objectives and significant policies and restrictions of the Portfolios and the
Funds; (iv) the historical investment performance of the Portfolios and the
Funds; (v) the historical and projected investment advisory fee rates and
operating expenses of the Portfolios and the Funds; (vi) the identity of the
organizations that provide investment advisory and certain other services to
the Funds, and the terms on which these services are provided; and (vii) the
prospects for long-term viability of the Portfolios and Funds.
Based upon their evaluation of these factors, and in light of their fiduciary
duties under federal and state law, the Boards of Directors of Overland and
Stagecoach, including all of the non-interested members of each Board, have
determined that the proposed Consolidation is in the best interests of the
shareholders of each Overland Portfolio and each Stagecoach Fund, respectively,
and that the interests of the shareholders of the respective Portfolios and
Funds will not be diluted as a result of the Consolidation. OVERLAND'S BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT OVERLAND SHAREHOLDERS VOTE FOR THE
CONSOLIDATION AGREEMENT.
OTHER INFORMATION. As discussed above, the new Stagecoach Funds corresponding
to Overland's Index Allocation, Variable Rate Government, Short-Term Municipal
Income, Short-Term Government-Corporate Income and Sweep Funds are currently
being created for the purpose of effecting the Consolidation of these five
Portfolios and continuing their current operations.
The fundamental policies (changeable only by shareholder vote) of these five
Overland Portfolios might be deemed to prevent these Overland Portfolios from
taking the actions necessary to effectuate the Consolidation as described in
this Proxy/Prospectus. In general, these policies prohibit each of these
Overland Portfolios from gaining control or purchasing more than a stated
percentage of another company, including, potentially, the Stagecoach Funds in
connection with the Consolidation. At the Closing, these Overland Portfolios
will receive substantially all of the outstanding shares of the corresponding
new Stagecoach Funds and immediately distribute such shares to their
shareholders in liquidation of their holdings. For the period of time, if any,
that these Overland Portfolios hold such shares, they might be deemed to
control such Funds. By approving the Consolidation Agreement, shareholders of
these Overland Portfolios will be deemed to have waived the application of
these policies to the extent necessary to effect the Consolidation.
The Consolidation may be abandoned at any time before the Closing upon the
mutual consent of both Overland and Stagecoach. At any time before or (to the
extent permitted by law) after approval of the agreement by the shareholders of
Overland (i) the parties may, by written agreement authorized by their
respective Boards of Directors and with or without the approval of their
shareholders, amend any of the provisions of the Consolidation Agreement and
(ii) either party may waive any default by the other party or the failure to
satisfy any of the conditions to its obligations (the waiver to be in writing
and authorized by the Board of Directors of the waiving party with or without
the approval of such party's shareholders).
18
<PAGE>
II. ABOUT THE PROPOSED RULE 12B-1 FEE INCREASE
FOR CERTAIN STAGECOACH FUNDS
DESCRIPTION OF THE FEE INCREASE. Class D shareholders of the Overland
California Tax-Free Bond, Municipal Income and U.S. Government Income Funds
will receive Class C shares of the Stagecoach California Tax-Free Bond,
National Tax-Free and Ginnie Mae (U.S. Government Income) Funds upon completion
of the Consolidation. The Class C shares of each such Stagecoach Fund currently
have in place a Distribution Plan under Rule 12b-1 under the 1940 Act. The Plan
currently permits each Fund to pay up to 0.50% of the average daily net assets
attributable to Class C shares as compensation or reimbursement for
distribution-related services and expenses. Distribution-related services and
expenses are services and expenses primarily intended to result in the sale of
Class C shares. Payments under the Plan may be used by Stephens to compensate
broker-dealers and other selling agents. Payments also may be used by Stephens
to cover the costs of preparing, printing and distributing prospectuses and
advertising materials relating to the Class C shares and to cover certain
related expenses. Currently, the Class D shares of the Overland California Tax-
Free Bond, Municipal Income and U.S. Government Income Funds have in place a
Rule 12b-1 Plan that is identical, in all material respects, to the existing
Plan for the Class C shares.
At the Meeting, the Class D shareholders of these Overland Funds will be
asked to authorize the proper officers of Overland to approve a twenty-five
basis point (0.25%) increase to the maximum amount payable under the Plan for
each Fund. If approved, the maximum amount payable under each Plan would be
0.75% of the average daily net assets attributable to the Class C shares of
each Fund. Although the maximum fee payable under the plans would increase,
Wells Fargo Bank and Stephens have agreed to waive or reimburse various fees
and expenses through December 1998, so that the total level of fees actually
paid by Class D shareholders will not increase during this period. A
shareholder may vote to approve the Consolidation without voting to approve an
increase to the maximum amount payable under the Class C Plan.
REASONS FOR THE FEE INCREASE. The proposed increase is intended to enhance
the prospects for the stability and long-term viability of these Stagecoach
Funds by providing the broker-dealers and other selling agents who are
primarily responsible for the distribution of the Funds' shares with sufficient
incentives to promote the sale and retention of these shares. It is believed
that the incentives should facilitate the growth of these Funds by bringing new
assets into the Funds and reducing redemption rates. The fee increase also is
intended to ensure that shareholders have a meaningful choice among classes by
better coordinating distribution fee levels across retail classes.
BOARD CONSIDERATION. In determining whether to increase the fee levels
authorized by the Plan, the Board of Directors considered, among other things:
(i) the costs and potential benefits of the proposed increase to Class C
shareholders; (ii) whether the fee increase could be expected to assist in the
marketing of Class C shares; and (iii) the advantages to each Fund and its
shareholders that could reasonably be expected to result from providing
competitive distribution pricing for the Class C shares. The Directors
determined that the ability to compensate broker-dealers and other selling
agents at competitive levels for distribution-related activities is likely to
result in higher levels of sales and lower levels of redemptions of Stagecoach
Fund shares than would otherwise occur. This in turn should help each Fund
achieve net increased cash flows and an increase in its asset size.
The Directors also considered that possible benefits may be realized by
service providers to the Funds, including Wells Fargo Bank and Stephens, as a
result of the approval of the increased fee level under the Plan. In this
regard, if Fund assets grow more rapidly as a result of the implementation of
the Plan, the total dollar amount of investment advisory, administration,
shareholder servicing, custody fees and other fees payable by the Funds to
Wells Fargo Bank and the total dollar amount of distribution and co-
administration fees payable by the Funds to Stephens is likely to increase.
Based upon their evaluation of the information available to them, the Board
of Directors of Overland and Stagecoach, including all non-interested
Directors, have determined that the proposed increase in the maximum amount
payable under the Class C Rule 12b-1 Plan is in the best interests of, and is
reasonably likely to benefit, the Class C shareholders of each Fund.
19
<PAGE>
The Overland Class D share Distribution Plans were last reviewed and
reapproved by the Overland Board of Directors on February 27, 1997. For the
fiscal year ended December 31, 1996, each such Funds' Class D shares paid fees
of 0.50% of their average daily net assets to Stephens, as the Fund's
Distributor, pursuant to such Distribution Plans. The California Tax-Free Bond
Fund paid distribution fees of $33,376; the Municipal Income Fund paid fees of
$55,160; and the U.S. Government Income Fund paid fees of $11,986. The
Distribution Plan for the corresponding Stagecoach Class C shares was approved
by the Stagecoach Board of Directors on July 23, 1997. To date, no distribution
fees have been incurred or paid pursuant to the Plan.
The Plan may be terminated with respect to a class by vote of a majority of
the Directors who have no direct or indirect interest in the Plan or in the
related Distribution Agreement or by vote of a majority of the outstanding
shares of such class. Any change in the Plan that would materially increase the
distribution cost to a class requires approval by the shareholders of such
class; otherwise, the Plan may be amended by the Directors, including a
majority of the non-interested Directors, as described above.
OVERLAND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CLASS D
SHAREHOLDERS OF THE OVERLAND CALIFORNIA TAX-FREE BOND, MUNICIPAL INCOME AND
U.S. GOVERNMENT INCOME FUNDS VOTE FOR THE PROPOSAL TO AUTHORIZE THE PROPER
OFFICERS OF OVERLAND TO APPROVE THE INCREASE IN THE MAXIMUM FEE PAYABLE UNDER
THE CLASS C RULE 12B-1 PLAN.
III. INFORMATION RELATING TO VOTING MATTERS
GENERAL INFORMATION. The Proxy/Prospectus is being furnished in connection
with the solicitation of proxies for the Meeting by the Board of Directors of
Overland. It is expected that the solicitation of proxies will be primarily by
mail. Officers and agents of Overland and Stagecoach also may solicit proxies
by telephone, telegraph or personal interview. In this connection, Overland has
retained D. F. King & Co., Inc. to assist in the solicitation of proxies with
the Consolidation. The cost of retaining D.F. King & Co., Inc. which is
estimated to be $18,000, will be paid by Wells Fargo Bank and/or Stephens. Any
shareholder giving a proxy may revoke it at any time before it is exercised (i)
by submitting to Overland a written notice of revocation, (ii) by submitting to
Overland a subsequently executed proxy or by attending the Meeting and voting
in person.
Only shareholders of record at the close of business on September 30, 1997,
will be entitled to vote at the Meeting. On that date, the following number of
Overland shares were outstanding and entitled to be voted.
<TABLE>
<CAPTION>
NAME OF PORTFOLIO
AND CLASS SHARES ENTITLED TO VOTE
----------------- -----------------------
<S> <C>
California Tax-Free Bond Fund--
Class A shares 20,916,584
Class D shares 411,356
California Tax-Free Money Market Fund--
Single Class shares 414,235,969
Index Allocation Fund--
Class A shares 4,754,239
Class D shares 1,958,570
Money Market Fund--
Class A shares 453,047,085
Institutional Class shares 813,210,138
Municipal Income Fund--
Class A shares 3,611,462
Class D shares 547,495
National Tax-Free Institutional Money Market Fund--
Single Class shares 82,853,098
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
NAME OF PORTFOLIO
AND CLASS SHARES ENTITLED TO VOTE
----------------- -----------------------
<S> <C>
Overland Sweep Fund--
Single Class shares 2,343,557,943
Short-Term Govt.-Corp. Income Fund--
Single Class shares 1,978,701
Short-Term Municipal Income Fund--
Single Class shares 4,282,917
Small Cap Strategy Fund--
Class A shares 276,963
Class D shares 208,300
Strategic Growth Fund--
Class A shares 5,461,815
Class D shares 1,715,842
U.S. Government Income Fund--
Class A shares 9,392,684
Class D shares 118,416
U.S. Treasury Money Market Fund--
Class A shares 323,578,068
Institutional Class shares 200,785,894
Variable Rate Government Fund--
Class A shares 30,666,040
Class D shares 596,544
</TABLE>
Each whole and fractional share is entitled to a whole or fractional vote.
If the accompanying proxy is executed and returned in time for the Meeting,
the shares covered thereby will be voted in accordance with the proxy on all
matters that may properly come before the Meeting.
Significant Shareholders. Appendix V shows the name, address and share
ownership of each person known to Overland to have beneficial or record
ownership of 5% or more of the outstanding shares of a class or Portfolio as of
August 31, 1997. Appendix V also shows the name, address and share ownership of
each person known to Stagecoach to have beneficial of record ownership of 5% or
more of the outstanding shares of a class or Fund as of August 31, 1997. Any
person who owns directly or indirectly more than 25% of the outstanding voting
securities of a Portfolio, Fund or class is presumed by the 1940 Act to
"control" such Portfolio, Fund or class and may be able to significantly
influence the outcome of any shareholder vote. As of August 31, 1997, the
officers and Directors of Overland as a group owned less than 1% of the
outstanding shares of any of the Portfolios. As of August 31, 1997, the
officers and Directors of Stagecoach as a group owned less than 1% of the
outstanding shares of any of the Funds.
SHAREHOLDER APPROVALS. The Consolidation Agreement is being submitted for
approval at the Meeting by the shareholders of each Overland Portfolio. The
vote of the shareholders of the Stagecoach Funds is not being solicited, since
their approval or consent is not necessary to approve the Consolidation. The
increase to the maximum fee payable under the Rule 12b-1 Distribution Plan for
the Class C shares of certain Stagecoach Funds is being submitted to the Class
D shareholders of the Overland California Tax-Free Bond, Municipal Income and
U.S. Government Income Funds only.
The Consolidation Agreement must be approved with respect to each Portfolio
by a majority of the outstanding shares of such Portfolio. The increase to the
maximum fee payable under the Rule 12b-1 Plan for the Class C shares must be
approved by a majority of the outstanding shares of the Class D shares of the
corresponding Overland California Tax-Free Bond, Municipal Income or U.S.
Government Income Funds. With respect to the vote on the Rule 12b-1 Plan, the
term "majority of the outstanding shares" of a class of shares means the lesser
of (i) 67% of the shares of the class present at the Meeting if the holders of
more than 50% of the outstanding shares of such class are present or (ii) more
than 50% of the outstanding shares of the particular class.
21
<PAGE>
The Consolidation Agreement provides that in the event the Consolidation
Agreement is approved with respect to some but not all of the Overland
Portfolios, the Board of Directors of Overland may, in the exercise of its
reasonable business judgment, either abandon the Consolidation Agreement with
respect to all of the Overland Portfolios or direct that the Consolidation be
consummated with respect to some Portfolios but not others.
Quorum. In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present at the Meeting but sufficient votes to approve a
proposal are not received with respect one or more of the Overland Portfolios,
the persons named as proxies may propose one or more adjournment(s) of the
Meeting to permit further solicitation of proxies. Any such adjournment(s) will
require the affirmative vote of a majority of those shares affected by the
adjournment(s) that are represented at the Meeting in person or by proxy. If a
quorum is present, the persons named as proxies will vote those proxies which
they are entitled to vote FOR the proposals in favor of such adjournment(s),
and will vote those proxies required to be voted AGAINST the proposals against
any adjournment(s). If sufficient votes have been received for approval of a
proposal, a shareholder vote may be taken with respect to one or more Overland
Portfolios (but not the other Overland Portfolios) on some or all matters
before any such adjournment(s).
A quorum is constituted with respect to Overland or an Overland Portfolio or
share class by the presence in person or by proxy of the holders of more than
33% of the outstanding shares of Overland, or the portfolio or class entitled
to vote at the Meeting. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions will be treated as shares
that are present at the Meeting but which have not been voted. Abstentions,
therefore, will have the effect of a "no" vote for purposes of obtaining the
requisite approvals. Broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter with respect to which the brokers or nominees do not have discretionary
power) will not be treated as shares that are present at the Meeting and,
accordingly, could make it more difficult to obtain the requisite approvals.
Annual Meetings. Overland does not presently intend to hold an annual meeting
of shareholders for the election of Directors or other business, unless and
until such time as less than a majority of the Directors holding office have
been elected by the shareholders, at which time the Directors then in office
will call a shareholders' meeting for the election of Directors. Under certain
circumstances, however, shareholders have the right to call a meeting of
shareholders to consider the removal of one or more Directors and such meetings
will be called when requested by the holders of record of 10% or more of the
outstanding shares of common stock of Overland. To the extent required by law,
Overland will assist in shareholder communications in such matters.
OTHER BUSINESS. Overland's Board of Directors knows of no other business to
be brought before the Meeting. However, if any other matters come before the
Meeting, it is the intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.
22
<PAGE>
IV. OTHER INFORMATION
HOW TO OBTAIN ADDITIONAL INFORMATION ABOUT STAGECOACH AND
OVERLAND. Additional information about each Stagecoach Fund is included in the
most recent prospectus and statement of additional information for each Fund.
You may obtain a prospectus or statement of additional information without
charge by calling 1-800-572-7797 or by writing Stagecoach at Stagecoach Funds,
Inc., c/o Stagecoach Shareholder Services, Wells Fargo Bank, N.A., P. O. Box
7066, San Francisco, CA 94120-7066. Additional information about the Overland
Portfolios is included in the prospectus and statement of additional
information dated May 1, 1997 for each Portfolio. You may obtain a prospectus
or statement of additional information without charge by calling 1-800-572-7797
or by writing to Overland Express Funds, Inc., c/o Overland Express Shareholder
Services, P.O. Box 63084, San Francisco, California 94105.
For shareholders of the Overland Portfolios that will be reorganized into the
Stagecoach Aggressive (Strategic) Growth, California Tax-Free Bond, California
Tax-Free Money Market Mutual, Ginnie Mae (U.S. Government Income), National
Tax-Free, National Tax-Free Money Market Mutual, Prime Money Market Mutual,
Small Cap or Treasury Money Market Mutual Funds, this Proxy/Prospectus is
accompanied by (i) the current prospectus dated February 1, 1997 or October 6,
1997 for the corresponding Stagecoach Funds and (ii) the Annual Report dated
March 31, 1997 for the corresponding Stagecoach Funds. For shareholders of the
Overland Portfolios that will be reorganized into new Stagecoach Funds,
prospectuses and annual reports for the Stagecoach Index Allocation, Overland
Express Sweep, Short-Term Government-Corporate Income, Short-Term Municipal
Income and Variable Rate Government Funds do not accompany this
Proxy/Prospectus because these Stagecoach Funds are being created to continue
the operations of the corresponding Overland Portfolio and will not commence
operations until the consolidation is completed.
Reports and other information filed by Stagecoach and Overland can be
inspected and copied at the Public Reference Facilities maintained by the
Securities Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, these materials can be inspected and copied at the
Securities and Exchange Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
also can be obtained from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates.
The information contained in (i) the Stagecoach prospectuses and annual
reports, (ii) the Overland prospectuses and (iii) the Overland Annual Reports
dated December 31, 1996 and the Overland Semi-Annual Reports dated June 30,
1996 are incorporated by reference into this Proxy/Prospectus.
FINANCIAL STATEMENTS. The financial statements, financial highlights and the
independent auditors report thereon for the Stagecoach Funds for the six-month
period ended March 31, 1997, are incorporated by reference into the Statement
of Additional Information related to this Proxy/Prospectus. The Financial
Highlights included therein are incorporated by reference into this
Proxy/Prospectus.
The financial statements, financial highlights and the independent auditors
report thereon for the Overland Portfolios for the year ended December 31,
1996, are incorporated by reference into the Statement of Additional
Information related to this Proxy/Prospectus. The unaudited financial
statements and financial highlights for the Overland Portfolios for the six-
month period ended June 30, 1997 are incorporated by reference into the
Statement of Additional Information relating to this Proxy/Prospectus. The
Financial Highlights included therein are incorporated by reference into this
Proxy/Prospectus.
MISCELLANEOUS.
Information included in these Voting Materials concerning Stagecoach was
provided by Stagecoach. Information included in these Voting Materials
concerning Overland was provided by Overland.
SHAREHOLDER INQUIRIES. For additional information call 1-800-572-7797 or
write to Overland Express Funds, Inc. at the address on the cover page of this
Proxy/Prospectus.
23
<PAGE>
* * *
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED TO
MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
OVERLAND WILL FURNISH WITHOUT CHARGE, COPIES OF ITS DECEMBER 31, 1996 ANNUAL
REPORTS AND JUNE 30, 1997 SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST
BY CALLING 1-800-572-7797 OR BY WRITING TO OVERLAND AT P.O. BOX 63084, SAN
FRANCISCO, CA 94163.
24
<PAGE>
APPENDIX I
AGREEMENT AND PLAN OF
CONSOLIDATION
BY AND BETWEEN
OVERLAND EXPRESS FUNDS, INC.
AND
STAGECOACH FUNDS, INC.
DATED: AS OF OCTOBER 1, 1997
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
- ------- ----
<S> <C>
1. Conveyance of Assets of Overland Funds................................. 3
2. Liquidation of Overland Funds.......................................... 6
3. Valuation Time......................................................... 7
4. Certain Representations, Warranties and Agreements of Overland......... 7
5. Certain Representations, Warranties and Agreements of Stagecoach....... 9
6. Shareholder Action..................................................... 11
7. Regulatory Filings..................................................... 11
8. Effective Time of the Consolidation.................................... 11
9. Stagecoach Conditions.................................................. 11
10. Overland Conditions.................................................... 14
11. Further Assurances..................................................... 16
12. Survival of Representations and Warranties............................. 16
13. Termination of Agreement............................................... 16
14. Amendment and Waiver................................................... 16
15. Governing Law.......................................................... 17
16. Successors and Assigns................................................. 17
17. Beneficiaries.......................................................... 17
18. Brokerage Fees and Expenses............................................ 17
19. Notices................................................................ 17
20. Expenses............................................................... 18
21. Announcements.......................................................... 18
22. Entire Agreement....................................................... 18
23. Counterparts........................................................... 18
</TABLE>
2
<PAGE>
This AGREEMENT AND PLAN OF CONSOLIDATION (the "Agreement") is made as of this
1st day of October, 1997 by and between Overland Express Funds, Inc.
("Overland"), a Maryland corporation consisting of 14 operating series, namely:
the Strategic Growth, California Tax-Free Bond, California Tax-Free Money
Market, U.S. Government Income, Money Market, Municipal Income, National Tax-
Free Institutional Money Market, Small Cap Strategy, U.S. Treasury Money
Market, Index Allocation, Short-Term Government-Corporate Income, Short-Term
Municipal Income, Variable Rate Government and Overland Sweep Funds (the
"Overland Funds") and Stagecoach Funds, Inc. ("Stagecoach"), a Maryland
corporation consisting of multiple series including, among others, the
Aggressive (Strategic) Growth, California Tax-Free Bond, California Tax-Free
Money Market Mutual, Ginnie Mae (U.S. Government Income), Prime Money Market
Mutual, National Tax-Free, National Tax-Free Money Market Mutual, Small Cap,
Treasury Money Market Mutual, Index Allocation, Short-Term Government-Corporate
Income, Short-Term Municipal Income, Variable Rate Government and Overland
Express Sweep Funds (the "Stagecoach Funds").
WHEREAS, each of Overland and Stagecoach is an open-end management investment
company registered with the Securities and Exchange Commission (the "SEC")
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the parties desire that the assets and stated liabilities of each
Overland Fund be conveyed to and be acquired and assumed by, the Stagecoach
Fund corresponding thereto, as stated herein, in exchange for shares of
specified classes of the corresponding Stagecoach Fund which shall thereafter
promptly be distributed by Overland to the shareholders of the corresponding
classes of the Overland Fund in connection with its liquidation as described in
this Agreement (the "Consolidation");
WHEREAS, the parties intend that the following Stagecoach Funds--Index
Allocation, Short-Term Government-Corporate Income, Short-Term Municipal
Income, Variable Rate Government and Overland Express Sweep Funds--shall each
have nominal assets and liabilities before the Consolidation and shall continue
the investment operations of the corresponding Overland Funds thereafter;
WHEREAS, Stagecoach also maintains additional series that are not parties to
the Consolidation;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and subject to the terms and conditions hereof, the
parties hereto, intending to be legally bound, agree as follows:
1. Conveyance of Assets of Overland Funds. (a) At the Effective Time of the
Consolidation, as defined in Section 8, all assets of every kind, and all
interests, rights, privileges and powers of each of the Overland Funds, subject
to all stated liabilities of such Funds, as defined in subsection 1(b) (such
assets subject to such liabilities are herein referred to as the "Fund
Assets"), shall be transferred and conveyed by each Overland Fund to the
corresponding Stagecoach Fund (as set forth below) and shall be accepted and
assumed by such Stagecoach Fund as more particularly set forth in this
Agreement, such that at and after the Effective Time of the Consolidation: (i)
all assets of the Overland Funds shall become and be the assets of the
respective corresponding Stagecoach Fund; and (ii) all stated liabilities of
the Overland Funds shall attach to the respective corresponding Stagecoach Fund
as aforesaid and may thenceforth be enforced against the respective Stagecoach
Fund to the same extent as if incurred by them.
(b) Without limiting the generality of the foregoing, it is understood that
Fund Assets shall include all property and assets of any nature whatsoever,
including, without limitation, all cash, cash equivalents, securities, claims
(whether absolute or contingent, known or unknown, accrued or unaccrued) and
receivables (including dividend and interest receivables) owned by each
Overland Fund, and any deferred or prepaid expenses shown as an asset on each
Overland Fund's books, at the Effective Time of the Consolidation, and all
goodwill, all other intangible property and all books and records belonging to
the Overland Funds. Notwithstanding anything herein to the contrary, Stagecoach
shall not be deemed to have assumed any liability of Overland, whether absolute
or contingent, known or unknown, accrued or unaccrued, that is not a "stated
liability" of a Fund. As used throughout this Agreement, the "stated
liabilities" of an Overland Fund shall mean all liabilities and
3
<PAGE>
obligations disclosed on an unaudited statement of assets and liabilities of
the Overland Fund prepared by or on behalf of Overland as of the Effective Time
of the Consolidation, in accordance with generally accepted accounting
principles consistently applied from the prior audit period.
(c) In particular, Fund Assets of each Overland Fund shall be transferred and
conveyed to the corresponding Stagecoach Fund, as set forth on the following
page.
4
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
OVERLAND FUND CORRESPONDING STAGECOACH FUND
------------- -----------------------------
<S> <C>
Overland Small Cap Strategy Fund Stagecoach Small Cap Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland Strategic Growth Fund Stagecoach Aggressive (Strategic) Growth Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland California Tax-Free Bond Stagecoach California Tax-Free Bond Fund
Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland Municipal Income Fund Stagecoach National Tax-Free Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland U.S. Government Income Stagecoach Ginnie Mae (U.S. Government Income) Fund
Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland California Tax-Free Stagecoach California Tax-Free Money Market Mutual Fund
Money Market Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland Money Market Fund Stagecoach Prime Money Market Mutual Fund
Class A Shares Class A Shares
Institutional Class Shares Administrative Class Shares
Overland National Tax-Free Stagecoach National Tax-Free Money Market
Institutional
Money Market Fund Mutual Fund--Institutional Class Shares
Overland U.S. Treasury Money Stagecoach Treasury Money Market Mutual Fund
Market Fund
Class A Shares Class A Shares
Institutional Class Shares Administrative Class Shares
Overland Index Allocation Fund Stagecoach Index Allocation Fund*
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland Short-Term Government- Stagecoach Short-Term Government-Corporate Income Fund*
Corporate Income Fund
Overland Short-Term Municipal Stagecoach Short-Term Municipal Income Fund*
Income Fund
Overland Variable Rate Government Stagecoach Variable Rate Government Fund*
Fund
Class A Shares Class A Shares
Class D Shares Class C Shares
Overland Sweep Fund Overland Express Sweep Fund*
</TABLE>
- --------
* These Stagecoach Funds shall be new series with nominal assets and
liabilities prior to the Effective Time of the Consolidation.
5
<PAGE>
(d) In exchange for the transfer of the Fund Assets, each Stagecoach Fund
shall simultaneously issue to each corresponding Overland Fund at the Effective
Time of the Consolidation full and fractional shares of Common Stock in the
Stagecoach Fund of the classes set forth in Schedule A having an aggregate net
asset value equal to the net asset value of the Fund Assets so conveyed, all
determined and adjusted as provided in this Section 1. In particular, each
Stagecoach Fund shall deliver to the corresponding Overland Fund the number of
shares of each of its share classes set forth in Schedule A, including
fractional shares, determined by dividing the value of the Fund Assets of the
corresponding Overland Fund that are so conveyed and are attributable to each
of the Stagecoach Fund's respective share classes set forth in Schedule A,
computed in the manner and as of the time and date set forth in this Section,
by the net asset value of one Stagecoach Fund share of the particular share
class that is to be delivered with respect thereto, computed in the manner and
as of the time and date set forth in this Section.
(e) The net asset value of shares to be delivered by the Stagecoach Funds,
and the net asset value of the Fund Assets to be conveyed by the Overland
Funds, shall, in each case, be determined as of the Valuation Time specified in
Section 3. The net asset value of shares of the Stagecoach Funds shall be
computed in the manner set forth in the Stagecoach Funds' then current
prospectuses under the Securities Act of 1933, as amended (the "1933 Act"). The
net asset value of the Fund Assets to be transferred by the Overland Funds
shall be computed by Overland and shall be subject to adjustment by the amount,
if any, agreed to by Stagecoach and the respective Overland Funds. In
determining the value of the securities transferred by the Overland Funds to
the Stagecoach Funds, except as provided in Subsection 1(f), each security
shall be priced in accordance with the pricing policies and procedures of
Stagecoach as described in its then current prospectuses. For such purposes,
price quotations and the security characteristics relating to establishing such
quotations shall be determined by Overland, provided that such determination
shall be subject to the approval of Stagecoach. Overland and Stagecoach agree
to use all commercially reasonable efforts to resolve any material pricing
differences between the prices of portfolio securities determined in accordance
with the pricing policies and procedures of Overland and those determined in
accordance with the pricing policies and procedures of Stagecoach prior to the
Valuation Time.
(f) It is understood and agreed that the net asset value of the Fund Assets
of the California Tax-Free Market Fund, Money Market Fund, National Tax Free
Institutional Money Market Fund, U.S. Treasury Money Market Fund and Overland
Sweep Fund (each a "Reorganized Money Market Fund") and the value of shares of
the corresponding Stagecoach Funds shall be based on the amortized cost
valuation procedures that have been adopted by the Board of Directors of
Overland; provided that if the difference between the per share net asset
values of a Reorganized Money Market Fund and its corresponding Stagecoach Fund
equals or exceeds $.0025 at the Valuation Time, as computed by using market
values in accordance with the policies and procedures established by Stagecoach
(or as otherwise mutually determined by the Board of Directors of Overland and
the Board of Directors of Stagecoach), either party shall have the right to
postpone the Valuation Time and the Effective Time of the Consolidation with
respect to such Reorganized Money Market Fund until such time as the per share
difference is less than $.0025.
2. Liquidation of Overland Funds. At the Effective Time of the Consolidation,
each of the Overland Funds shall make a liquidating distribution to its
shareholders as follows. Shareholders of record of each Overland Fund shall be
credited with full and fractional shares of the class of common stock that is
issued by the corresponding Stagecoach Fund in connection with the
Consolidation with respect to the shares that are held of record by the
shareholder. In addition, each shareholder of record of an Overland Fund shall
have the right to receive any unpaid dividends or other distributions which
were declared before the Effective Time of the Consolidation with respect to
the shares of such Overland Fund that are held by the shareholder at the
Effective Time of the Consolidation. In accordance with instructions it
receives from Overland, Stagecoach shall record on its books the ownership of
the respective Stagecoach Fund shares by the shareholders of record of the
Overland Funds (the "Transferor Record Holders"). All of the issued and
outstanding shares of the Overland Funds at the Effective Time of the
Consolidation shall be redeemed and canceled on the books of Overland at such
time. After the Effective Time of the Consolidation, Overland shall wind up the
affairs of the Overland Funds and shall file any final regulatory reports,
including but not limited to any Form N-SAR and Rule 24f-2
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filings with respect to the Overland Funds and an application pursuant to
Section 8(f) of the 1940 Act for an order declaring that Overland has ceased to
be investment company, and also shall take all other steps as are necessary and
proper to effect the termination or declassification of the Overland Funds in
accordance with the laws of the State of Maryland and other applicable
requirements.
3. Valuation Time. Subject to the provisions of Subsection (1)(f), the
Valuation Time for each of the Overland Funds and the Stagecoach Funds, shall
be a mutually agreed upon time on December 12, 1997, or such earlier or later
date as may be mutually agreed by the parties, as set forth in a writing signed
by the parties' duly authorized officers.
4. Certain Representations, Warranties and Agreements of Overland. Overland,
on behalf of itself and, where appropriate, the Overland Funds, represents and
warrants to, and agrees with, Stagecoach as follows, such representations,
warranties and agreements being made on behalf of each Overland Fund on a
several (and not joint, or joint and several) basis:
(a) It is a Maryland corporation duly created pursuant to its Amended and
Restated Articles of Incorporation for the purpose of acting as a
management investment company under the 1940 Act, and is validly existing
under the laws of the State of Maryland. It is registered as an open-end
management investment company under the 1940 Act, and its registration with
the SEC as an investment company is in full force and effect.
(b) It has the power to own all of its properties and assets and, subject
to the approvals of shareholders referred to in Section 6, to carry out and
consummate the transactions contemplated herein, and has all necessary
federal, state and local authorizations to carry on its business as now
being conducted and, except as stated in Section 4(j), below, to consummate
the transactions contemplated by this Agreement.
(c) This Agreement has been duly authorized, executed and delivered by
it, and represents a valid and binding contract, enforceable in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization arrangement, moratorium, and other similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles. The execution and delivery of this Agreement does not,
and, subject to the approval of shareholders referred to in Section 6, the
consummation of the transactions contemplated by this Agreement will not,
violate Overland's Amended and Restated Articles of Incorporation or By-
Laws or any agreement or arrangement to which it is a party or by which it
is bound.
(d) It has elected to qualify and has qualified as a regulated investment
company under Part I of Subchapter M of Subtitle A, Chapter 1, of the
Internal Revenue Code of 1986, as amended (the "Code"), as of and since its
first taxable year; has been a regulated investment company under such Part
of the Code at all times since the end of its first taxable year when it so
qualified; and qualifies and shall continue to qualify as a regulated
investment company for its taxable year ending upon its liquidation.
(e) The audited financial statements for its fiscal year ended December
31, 1996 and the unaudited financial statements for its six-month period
ended June 30, 1997 (copies of which have been previously furnished to
Stagecoach) present fairly the financial position of the Overland Funds as
of such date and the results of their operations and changes in their net
assets for the periods indicated, in conformity with generally accepted
accounting principles applied on a consistent basis subject to year-end
adjustments. To the best of Overland's knowledge, there are no liabilities
of a material amount of any Overland Fund, whether accrued, absolute,
contingent or otherwise existing, other than: (i) as of June 30, 1997,
liabilities disclosed or provided for in the unaudited financial statements
for the period ended June 30, 1997 and liabilities incurred in the ordinary
course of business or in connection with the Consolidation subsequent to
June 30, 1997 and (ii) as of the Valuation Time, liabilities disclosed or
provided for in the statement of assets and liabilities of each Overland
Fund that is delivered to Stagecoach pursuant to Section 9(b) of this
Agreement and liabilities incurred in the ordinary course of business or in
connection with the Consolidation subsequent to the Valuation Time.
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(f) It has valued, and will continue to value, its portfolio securities
and other assets in accordance with applicable legal and regulatory
requirements.
(g) There are no material legal, administrative or other proceedings
pending or, to its knowledge, threatened, against it or the Overland Funds
which could result in liability on the part of Overland or the Overland
Funds and Overland knows of no facts that might form the basis of a legal,
administrative or other proceeding which, if adversely determined, would
materially and adversely affect any Overland Fund's financial condition or
the conduct of its business and Overland is not a party to or subject to
the provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects, or is reasonably
likely to materially and adversely affect, its business or its ability to
consummate the transactions contemplated herein.
(h) At the Effective Time of the Consolidation, all federal and other tax
returns and reports of each Overland Fund required by law to have been
filed by such time shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for
the payment thereof and, to the best of Overland's knowledge, no such
return or report shall be currently under audit and no assessment shall
have been asserted with respect to such returns or reports.
(i) Subject to the approvals of shareholders referred to in Section 6, at
both the Valuation Time and the Effective Time of the Consolidation, it
shall have full right, power and authority to sell, assign, transfer and
deliver the Fund Assets and, upon delivery and payment for the Fund Assets
as contemplated herein, the Stagecoach Funds shall acquire good and
marketable title thereto, subject to no restrictions on the ownership or
transfer thereof (except as imposed by federal or state securities laws and
except for any custodian liens or transfer tax liens arising in connection
with the transfer of the Fund Assets pursuant to this Agreement).
(j) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by it of the
transactions contemplated by this Agreement, except such as may be required
under the 1933 Act, the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the 1940 Act, the rules and regulations under those Acts, or
state securities laws, all of which shall have been received prior to the
Effective Time of the Consolidation, except for such consents, approvals,
authorizations or orders as may be required subsequent to the Effective
Time of the Consolidation.
(k) Insofar as the following relate to it, (i) the registration statement
filed by Stagecoach on Form N-14 relating to the shares of the Stagecoach
Funds that will be registered with the SEC pursuant to this Agreement,
which shall include or incorporate by reference the proxy statement of the
Overland Funds and prospectuses of the Stagecoach Funds with respect to the
transactions contemplated by this Agreement, and any supplement or
amendment thereto or to the documents contained or incorporated therein by
reference (the "N-14 Registration Statement"), and (ii) the proxy materials
of Overland included in the N-14 Registration Statement and filed with the
SEC pursuant to Section 14(a) of the 1934 Act and Section 20(a) of the 1940
Act with respect to the transactions contemplated by this Agreement, and
any supplement or amendment thereto or the documents appended thereto (the
"Consolidation Proxy Materials"), from their effective and clearance dates
with the SEC, through the time of the shareholders meeting referred to in
Section 6 and at the Effective Time of the Consolidation: (i) shall comply
in all material respects with the provisions of the 1933 Act, 1934 Act and
the 1940 Act, the rules and regulations thereunder, and state securities
laws, and (ii) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, that the
representations and warranties made by it in this subsection shall not
apply to statements in or omissions from the N-14 Registration Statement or
the Consolidation Proxy Materials made in reliance upon and in conformity
with information furnished by or on behalf of Stagecoach for use therein as
provided in Section 7. For these purposes, information shall be considered
to have been provided "on behalf" of Stagecoach if furnished by its
investment adviser, administrator, custodian or transfer agent, acting in
their capacity as such.
(l) All of the issued and outstanding shares of each of the Overland
Funds have been validly issued and are fully paid and non-assessable, and
were offered for sale and sold in conformity with the registration
requirements of all applicable federal and state securities laws.
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(m) It shall not sell or otherwise dispose of any shares of the
Stagecoach Funds to be received in the transactions contemplated herein,
except in distribution to its shareholders as contemplated herein.
(n) It shall operate its business in the ordinary course between the date
hereof and the Effective Time of the Consolidation, except that Overland's
officers may take all appropriate action necessary in order for Stagecoach
to receive the opinion provided for in Subsection 9(g). It is understood
that such ordinary course of business will include the declaration and
payment of customary dividends and distributions and any other dividends
and distributions deemed advisable.
(o) Any reporting responsibility of an Overland Fund is and shall remain
the responsibility of the Overland Fund for all periods before and
including the Effective Time of the Consolidation and such later date on
which the Overland Fund is terminated.
(p) There are no material contracts outstanding with respect to the
Overland Funds that have not been disclosed in Overland's current
registration statement and which under applicable law are required to be
stated therein.
(q) Each Overland Fund shall provide a list of all portfolio securities
held by it to Stagecoach at least fifteen days before the Effective Time of
the Consolidation and shall immediately notify Stagecoach's investment
adviser of any portfolio security thereafter acquired or sold by the
Overland Fund. Upon notice by Stagecoach, each Overland Fund shall
immediately sell any portfolio security that Stagecoach identifies as
impermissible under the investment policies, objectives and limitations of
the corresponding Stagecoach Fund.
5. Certain Representations, Warranties and Agreements of
Stagecoach. Stagecoach, on behalf of itself and, where appropriate the
Stagecoach Funds, represents and warrants to, and agrees with, Overland as
follows, such representations, warranties and agreements being made on behalf
of each Stagecoach Fund on a several (and not joint, or joint and several)
basis:
(a) It is a Maryland corporation duly created pursuant to its Amended and
Restated Articles of Incorporation for the purpose of acting as a
management investment company under the 1940 Act, and is validly existing
under the laws of the State of Maryland. It is registered as an open-end
management investment company under the 1940 Act, and its registration with
the SEC as an investment company is in full force and effect.
(b) It has the power to own all of its properties and assets and, subject
to the approvals of shareholders referred to in Section 6, to carry out and
consummate the transactions contemplated herein, and has all necessary
federal, state and local authorizations to carry on its business as now
being conducted and, except as stated in Section 4(j), below, to consummate
the transactions contemplated by this Agreement.
(c) This Agreement has been duly authorized, executed and delivered by
it, and represents a valid and binding contract, enforceable in accordance
with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, arrangement, moratorium and other similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles. The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated by this Agreement
will not, violate Stagecoach's Amended and Restated Articles of
Incorporation or By-Laws or any agreement or arrangement to which it is a
party or by which it is bound.
(d) It intends to qualify as a regulated investment company under Part I
of Subchapter M of the Code, and with respect to each Stagecoach Fund that
has conducted operations prior to the Effective Time of the Consolidation,
has elected to qualify and has qualified as a regulated investment company
under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, as of
and since its first taxable year; has been a regulated investment company
under such Part of the Code at all times since the end of its first taxable
year when it so qualified; and qualifies and shall continue to qualify as a
regulated investment company for its current taxable year.
(e) The audited financial statements for its fiscal year ended March 31,
1997, copies of which have been previously furnished to Overland, present
fairly the financial position of the Stagecoach Funds as of
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such date and the results of their operations for the periods indicated, in
conformity with generally accepted accounting principles applied on a
consistent basis.
(f) It has valued, and will continue to value, its portfolio securities
and other assets in accordance with applicable legal requirements.
(g) There are no material contracts outstanding with respect to the
Stagecoach Funds that have not been disclosed in Stagecoach's current
registration statement and which under applicable law are required to be
disclosed therein.
(h) At the Effective Time of the Consolidation, all federal and other tax
returns and reports of each Stagecoach Fund required by law to have been
filed by such time shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provisions shall have been made for
the payment thereof and, to the best knowledge of each Stagecoach Fund, no
such return or report shall be currently under audit and no assessment
shall have been asserted with respect to such returns or reports.
(i) There are no material legal, administrative or other proceedings
pending or, to its knowledge threatened, against it or the Stagecoach Funds
which could result in liability on the part of Stagecoach or the Stagecoach
Funds and Stagecoach knows of no facts that might form the basis of a
legal, administrative or other proceeding which, if adversely determined,
would materially and adversely affect any Stagecoach Fund's financial
condition or the conduct of its business and Stagecoach is not a party to
or subject to the provisions of any order, decree or judgment of any court
or governmental body that materially and adversely affects, or is
reasonably likely to materially and adversely affect, its business or its
ability to consummate the transactions contemplated herein.
(j) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by Stagecoach of
the transactions contemplated by this Agreement, except such as may be
required under the 1933 Act, the 1934 Act, the 1940 Act, the rules and
regulations under those Acts, or state securities laws, all of which shall
have been received prior to the Effective Time of the Consolidation, except
for such consents, approvals, authorizations or orders as may be required
subsequent to the Effective Time of the Consolidation.
(k) The N-14 Registration Statement and the Consolidation Proxy
Materials, from their effective and clearance dates with the SEC, through
the time of the shareholders meeting referred to in Section 6 and at the
Effective Time of the Consolidation, insofar as they relate to Stagecoach
(i) shall comply in all material respects with the provisions of the 1933
Act, 1934 Act and the 1940 Act, the rules and regulations thereunder, and
state securities laws, and (ii) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements made therein not misleading;
provided, that the representations and warranties in this subsection shall
not apply to statements in or omissions from the N-14 Registration
Statement or the Consolidation Proxy Materials made in reliance upon and in
conformity with information furnished by or on behalf of Overland for use
therein as provided in Section 7. For those purposes, information shall be
considered to have been provided "on behalf" of Overland if furnished by
its investment adviser, administrator, custodian or transfer agent, acting
in their capacity as such.
(l) The shares of the Stagecoach Funds to be issued and delivered to the
Overland Funds for the account of the shareholders of the Overland Funds,
pursuant to the terms hereof, shall have been duly authorized as of the
Effective Time of the Consolidation and, when so issued and delivered,
shall be duly and validly issued, fully paid and non-assessable, and no
shareholder of Stagecoach shall have any preemptive right of subscription
or purchase in respect thereto.
(m) All of the issued and outstanding shares of each of the Stagecoach
Funds have been validly issued and are fully paid and non-assessable, and
were offered for sale and sold in conformity with the registration
requirements of all applicable federal and state securities laws.
(n) It shall operate its business in the ordinary course between the date
hereof and the Effective Time of the Consolidation. It is understood that
such ordinary course of business will include the declaration and
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payment of customary dividends and distributions and any other dividends
and distributions deemed advisable.
6. Shareholder Action. As soon as practicable after the effective date of the
N-14 Registration Statement and SEC clearance of the proxy solicitation
materials referred to in Section 7, but in any event prior to the Effective
Time of the Consolidation and as a condition thereto, the Board of Directors of
Overland shall call, and Overland shall hold, a meeting of the shareholders of
all of its series for the purpose of considering and voting upon:
(a) approval of this Agreement and the transactions contemplated hereby;
and
(b) such other matters as may be determined by the Board of Directors of
Overland and the Board of Directors of Stagecoach.
7. Regulatory Filings. Stagecoach shall file a post-effective amendment (the
"N-1A Post-Effective Amendment") to its registration statement on Form N-1A
(File Nos. 33-42927; 811-6419) with the SEC, and the appropriate state
securities commissions, as promptly as practicable so that all Stagecoach Funds
and their shares are registered under the 1933 Act, the 1940 Act and applicable
state securities laws. In addition, Stagecoach shall file an N-14 Registration
Statement, which shall include the Consolidation Proxy Materials of Overland,
with the SEC, and with the appropriate state securities commissions, relating
to the matters described in Section 6 as promptly as practicable. Stagecoach
and Overland have cooperated and shall continue to cooperate with each other,
and have furnished and shall continue to furnish each other with the
information relating to itself that is required by the 1933 Act, the 1934 Act,
the 1940 Act, the rules and regulations under each of those Acts and state
securities laws, to be included in the N-1A Post-Effective Amendment, the N-14
Registration Statement and the Consolidation Proxy Materials.
8. Effective Time of the Consolidation. Delivery of the Fund Assets and the
shares of the Stagecoach Funds to be issued pursuant to Section 1 and the
liquidation of the Overland Funds pursuant to Section 2 shall occur on the day
following the Valuation Time, whether or not such day is a business day, or on
such other date, and at such place and time and date, as may be agreed to by
each of the parties. The date and time at which such actions are taken, or
deemed to be taken, are referred to herein as the "Effective Time of the
Consolidation." To the extent any Fund Assets are, for any reason, not
transferred at the Effective Time of the Consolidation, Overland shall cause
such Fund Assets to be transferred in accordance with this Agreement at the
earliest practicable date thereafter.
9. Stagecoach Conditions. The obligations of Stagecoach hereunder shall be
subject to the following conditions precedent:
(a) This Agreement and the transactions contemplated by this Agreement
shall have been approved by the Board of Directors of Overland and by the
shareholders of the Overland Funds in the manner required by law and this
Agreement.
(b) Overland shall have delivered to Stagecoach a statement of assets and
liabilities of each Overland Fund, together with a list of the portfolio
securities of the Overland Fund showing the tax costs of such securities by
lot and the holding periods of such securities, as of the Valuation Time,
certified by the Treasurer or Assistant Treasurer of Overland as having
been prepared in accordance with generally accepted accounting principles
consistently applied.
(c) Overland shall have duly executed and delivered to Stagecoach such
bills of sale, assignments, certificates and other instruments of transfer
("Transfer Documents") as Stagecoach may deem necessary or desirable to
transfer all of each Overland Fund's right, title and interest in and to
the Stagecoach Fund Assets. Such Fund Assets shall be accompanied by all
necessary state stock transfer stamps or cash for the appropriate purchase
price therefor.
(d) All representations and warranties of Overland made in this Agreement
shall be true and correct in all material respects as if made at and as of
the Valuation Time and the Effective Time of the Consolidation.
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(e) Overland shall have delivered to Stagecoach a certificate executed in
its name by its President or Vice President and its Treasurer or Assistant
Treasurer, in a form reasonably satisfactory to Stagecoach and dated as of
the Effective Time of the Consolidation, to the effect that the
representations and warranties of the Overland Funds made in this Agreement
are true and correct at and as of the Effective Time of the Consolidation,
except as they may be affected by the transactions contemplated by this
Agreement.
(f) Stagecoach shall have received an opinion of Morrison & Foerster LLP,
counsel to Overland, in a form reasonably satisfactory to Stagecoach and
dated the Effective Time of the Consolidation, substantially to the effect
that (i) Overland is a Maryland corporation duly established and validly
existing under the laws of the State of Maryland; (ii) this Agreement and
the Transfer Documents have been duly authorized, executed and delivered by
Overland and represent legal, valid and binding contracts, enforceable in
accordance with their terms, subject to the effect of bankruptcy,
insolvency, moratorium, fraudulent conveyance and similar laws relating to
or affecting creditors' rights generally and court decisions with respect
thereto, and such counsel shall express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity; (iii) the execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated by this Agreement will not,
violate the Amended and Restated Articles of Incorporation or By-Laws of
Overland or any material contract known to such counsel to which Overland
is a party or by which it is bound; (iv) the only Overland shareholder
approvals required with respect to the consummation of the transactions
contemplated by this Agreement are the approval of a majority of the
shareholders of each Overland Fund voting separately on a portfolio-by-
portfolio basis; and (v) no consent, approval, authorization or order of
any court or governmental authority is required for the consummation by
Overland of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the
rules and regulations under those Acts and such as may be required under
the state securities laws or such as may be required subsequent to the
Effective Time of the Consolidation. Such opinion may rely on the opinion
of other counsel to the extent set forth in such opinion, provided such
other counsel is reasonably acceptable to Stagecoach.
(g) Stagecoach shall have received an opinion of Morrison & Foerster LLP
addressed to Stagecoach and Overland in a form reasonably satisfactory to
them, and dated the Effective Time of the Consolidation, substantially to
the effect that: on the basis of facts, representations, and assumptions
set forth in such opinion: (i) the transfer by each Overland Fund of all of
its Fund Assets to (and the assumption of its liabilities) by the
corresponding Stagecoach Fund solely in exchange for shares of the
corresponding Stagecoach Fund and the distribution of such shares to the
shareholders of the Overland Fund will constitute a "reorganization,"
within the meaning of Section 368(a) of the Code, and the Overland Fund and
the corresponding Stagecoach Fund will each be a "party to a
reorganization," within the meaning of Section 368(b) of the Code; (ii) no
gain or loss will be recognized by each Overland Fund upon the transfer of
its Fund Assets to (and the assumption of its liabilities by) the
corresponding Stagecoach Fund solely in exchange for the shares of the
corresponding Stagecoach Fund; (iii) no gain or loss will be recognized by
each Stagecoach Fund upon its receipt of the Fund Assets from (and the
assumption of the liabilities of) the corresponding Overland Fund solely in
exchange for the shares of the Stagecoach Fund; (iv) the basis of the Fund
Assets received by each Stagecoach Fund pursuant to the Consolidation will
be the same as the basis of those assets in the hands of the corresponding
Overland Fund immediately prior to the Consolidation; (v) the holding
period of each Overland Fund's Fund Assets in the hands of the
corresponding Stagecoach Fund will include the period for which such assets
have been held by the Overland Fund; (vi) no gain or loss will be
recognized by each Overland Fund on the distribution to its shareholders of
the shares of the corresponding Stagecoach Fund received by the Overland
Fund in the Consolidation; (vii) no gain or loss will be recognized by the
shareholders of each Overland Fund upon their receipt of the shares of the
corresponding Stagecoach Fund in exchange for such shareholders' shares of
the Overland Fund; (viii) the basis of the shares of the Stagecoach Fund
received by the shareholders of the corresponding Overland Fund will be the
same as the basis of the Overland Fund shares surrendered by such
shareholders pursuant to the Consolidation; (ix) the holding period for the
shares of the Stagecoach Fund received by the shareholders of the
corresponding Overland Fund will include the period during which
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such shareholders held the Overland Fund shares surrendered therefor,
provided that such Overland Fund shares are held as a capital asset in the
hands of the Overland Fund shareholders on the date of the exchange; (x)
each Stagecoach Fund will succeed to and take into account the tax
attributes described in Section 381(c) of the Code of the corresponding
Overland Fund as of the Effective Time of the Reorganization, subject to
the conditions and limitations specified in the Code. In rendering such
opinion, Morrison & Foerster LLP may require and, to the extent they deem
necessary and appropriate, may rely upon representations made in
certificates of the Stagecoach Funds and Overland Funds, their affiliates
and principal shareholders.
(h) The Fund Assets to be transferred to a Stagecoach Fund under this
Agreement shall include no assets which such Stagecoach Fund may not
properly acquire pursuant to its investment limitations or objectives or
may not otherwise lawfully acquire.
(i) The N-1A Post-Effective Amendment and the N-14 Registration Statement
shall have become effective under the 1933 Act and no stop order suspending
such effectiveness shall have been instituted or, to the knowledge of
Stagecoach, contemplated by the SEC and the parties shall have received all
permits and other authorizations necessary under state securities laws to
consummate the transactions contemplated by this Agreement.
(j) Stagecoach shall have received (i) a memorandum addressed to
Stagecoach and Overland, in a form reasonably satisfactory to them,
prepared by Stephens or another person approved by the parties concerning
the registration of shares to be issued by Stagecoach pursuant to this
Agreement under applicable state securities laws or the exemption from
registration under such laws, and (ii) assurance reasonably satisfactory to
it that all permits and other authorizations necessary under state
securities laws to consummate the transactions contemplated by this
Agreement have been obtained.
(k) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain
or prohibit or obtain damages or other relief in connection with this
Agreement or the transactions contemplated herein.
(l) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to
enjoin consummation of the transactions contemplated by this Agreement
under Section 25(c) of the 1940 Act.
(m) Prior to the Valuation Time, each Overland Fund shall have declared a
dividend or dividends, with a record date and ex-dividend date prior to the
Valuation Time, which, together with all previous dividends, shall have the
effect of distributing to its shareholders all of its net investment
company taxable income, if any, for the taxable periods or years ending on
or before December 31, 1996 and for the taxable periods or years ending on
or before the Effective Time of the Consolidation (computed without regard
to any deduction for dividends paid), and all of its net capital gain, if
any, realized in taxable periods or years ending on or before December 31,
1996, and in the taxable periods or years ending on or before the Effective
Time of Consolidation.
(n) Overland shall have performed and complied in all material respects
with each of its agreements and covenants required by this Agreement to be
performed or complied with by it prior to or at the Valuation Time and the
Effective Time of the Consolidation.
(o) Stagecoach shall have been furnished at the Effective Time of the
Consolidation with a certificate signed by an appropriate officer of
Stephens dated as of such date as to the following matters:
(i) All statistical and research data, clerical, accounting and
bookkeeping records, periodic reports to the SEC and any state
securities agencies, tax returns and other tax filings, shareholder
lists and other material shareholder data, complaint files and all
other information, books, records and documents maintained by Stephens
(or any affiliate of Stephens) and belonging to the Overland Funds,
including those required to be maintained by Section 31(a) of the 1940
Act and Rules 31a-1 to 31a-3 thereunder, have been delivered to
Stagecoach.
(ii) All agreements, and all written or unwritten arrangements and
understandings, between Stephens (or any affiliate of Stephens) and any
of the Overland Funds have terminated before or at the Effective Time
of the Consolidation and Stephens (and its affiliates) have no claim
for any further compensation or payment of any kind under such
agreements, arrangements, or understandings.
13
<PAGE>
(p) Stagecoach shall have received a letter from KPMG Peat Marwick LLP
addressed to Stagecoach and Overland in form reasonably satisfactory to
them, and dated the Effective Time of the Consolidation, to the effect
that, on the basis of limited procedures agreed to by Stagecoach and
Overland and described in such letter (but not an examination in accordance
with generally accepted auditing standards), the information relating to
the Overland Funds appearing in the N-14 Registration Statement and the
Consolidation Proxy Materials that is expressed in dollars or percentages
of dollars (with the exception of performance comparisons) has been
obtained from the accounting records of the Overland Funds or from
schedules prepared by officers of Overland having responsibility for
financial and reporting matters and such information is in agreement with
such records, schedules or computations made therefrom.
(q) Stagecoach shall have received a letter from KPMG Peat Marwick LLP
addressed to Stagecoach and Overland in form reasonably satisfactory to
them, and dated the Effective Time of the Consolidation, to the effect that
on the basis of limited procedures agreed to by Stagecoach and Overland and
described in such letter (but not an examination in accordance with
generally accepted auditing standards): (i) nothing came to their attention
that caused them to believe that the unaudited pro forma financial
statements included in the N-14 Registration Statement do not comply as to
form in all material respects with the applicable accounting requirements
of rule 11-02 Regulation S-X or that the pro forma adjustments have not
properly been applied to the historical amounts in the compilation of those
amounts, (ii) the data used in the calculation of the current and pro forma
expense ratios of the Stagecoach Funds appearing in the N-14 Registration
Statement and Consolidation Proxy Materials agree with underlying
accounting records of the Stagecoach Fund or to written estimates provided
by officers of Stagecoach having responsibility for financial and reporting
matters and were found to be mathematically correct, and (iii) the
calculation of the net value of the Fund Assets and the net asset value of
the Stagecoach Fund shares, in each case as of the Valuation Time, was
determined in accordance with the pricing policies and procedures of
Stagecoach as described in its then current prospectuses.
10. Overland Conditions. The obligations of Overland hereunder shall be
subject to the following conditions precedent:
(a) This Agreement shall have been adopted and the transactions
contemplated by this Agreement (which shall not be deemed, for these
purposes, to include the matter described in Section 6(a)) shall have been
approved by the Board of Directors of Stagecoach and by a majority of the
shareholders of the Overland Funds voting in the aggregate and of each
Overland Fund voting separately on a portfolio-by-portfolio basis.
(b) All representations and warranties of Stagecoach made in this
Agreement shall be true and correct in all material respects as if made at
and as of the Valuation Time and the Effective Time of the Consolidation.
(c) Stagecoach shall have delivered to Overland a certificate executed in
its name by its President or Vice President and its Treasurer or Assistant
Treasurer, in a form reasonably satisfactory to Overland and dated as of
the Effective Time of the Consolidation, to the effect that the
representations and warranties of the Stagecoach Funds made in this
Agreement are true and correct at and as of the Effective Time of the
Consolidation, except as they may be affected by the transactions
contemplated by this Agreement and that, to its best knowledge, the Fund
Assets to be transferred to a Stagecoach Fund under this Agreement as set
forth in Subsection 9(b) include only assets which such Stagecoach Fund may
properly acquire under its investment policies, limitations and objectives
and may otherwise be lawfully acquired by such Stagecoach Fund.
(d) Overland shall have received an opinion of Morrison & Foerster LLP in
form reasonably satisfactory to Overland and dated the Effective Time of
the Consolidation, substantially to the effect that (i) Stagecoach is a
Maryland corporation duly established and validly existing under the laws
of the State of Maryland; (ii) the shares of the Stagecoach Funds to be
delivered to the Overland Funds as provided for by this Agreement are duly
authorized and upon delivery will be validly issued, fully paid and non-
assessable by Stagecoach; (iii) this Agreement has been duly authorized,
executed and delivered by
14
<PAGE>
Stagecoach, and represents a legal, valid and binding contract, enforceable
in accordance with its terms, subject to the effect of bankruptcy,
insolvency, moratorium, fraudulent conveyance and similar laws relating to
or affecting creditors' rights generally and court decisions with respect
thereto, and such counsel shall express no opinion with respect to the
application of equitable principles in any proceeding whether at law or in
equity; (iv) the execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated by this Agreement will not,
violate the Amended and Restated Articles of Incorporation or By-Laws of
Stagecoach or any material contract known to such counsel to which
Stagecoach is a party or by which it is bound; and (v) no consent,
approval, authorization or order of any court or governmental authority is
required for the consummation by Stagecoach of the transactions
contemplated by this Agreement, except such as have been obtained under the
1933 Act, the 1934 Act, the 1940 Act, the rules and regulations under those
Acts and such as may be required by state securities laws or such as may be
required subsequent to the Effective Time of the Consolidation. Such
opinion may rely on the opinion of other counsel to the extent set forth in
such opinion, provided such other counsel is reasonably acceptable to
Overland.
(e) Overland shall have received an opinion of Morrison & Foerster LLP
addressed to Stagecoach and Overland in a form reasonably satisfactory to
them, and dated the Effective Time of Consolidation, with respect to the
matters specified in Subsections 9(g) and (h).
(f) Overland shall have received (i) a memorandum addressed to Stagecoach
and Overland, in a form reasonably satisfactory to them, prepared by
Stephens or another person approved by the parties concerning the
registration of shares to be issued by Stagecoach pursuant to this
Agreement under applicable state securities laws or the exemption from
registration under such laws, and (ii) assurance reasonably satisfactory to
it that all permits and other authorizations necessary under state
securities laws to consummate the transactions contemplated by this
Agreement have been obtained.
(g) The N-1A Post-Effective Amendment and the N-14 Registration Statement
shall have become effective under the 1933 Act and no stop order suspending
the effectiveness shall have been instituted, or to the knowledge of
Stagecoach, contemplated by the SEC and the parties shall have received all
permits and other authorizations necessary under state securities laws to
consummate the transactions contemplated herein.
(h) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency in which it is sought to restrain
or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
(i) The SEC shall not have issued any unfavorable advisory report under
Section 25(b) of the 1940 Act nor instituted any proceeding seeking to
enjoin consummation of the transactions contemplated by this Agreement
under Section 25(c) of the 1940 Act.
(j) Stagecoach shall have performed and complied in all material respects
with each of its agreements and covenants required by this Agreement to be
performed or complied with by it prior to or at the Valuation Time and the
Effective Time of the Consolidation.
(k) Overland shall have received from Stagecoach a duly executed
instrument whereby each Stagecoach Fund assumes all of the Liabilities of
its corresponding Overland Fund.
(l) All agreements, and all written or unwritten arrangements and
understandings, between Stephens (or any affiliate of Stephens) and any of
the Overland Funds shall have terminated before or at the Effective Time of
the Consolidation.
(m) Overland shall have received a letter from KPMG Peat Marwick LLP
addressed to Overland and Stagecoach in form reasonably satisfactory to it,
and dated the Effective Time of the Consolidation, to the effect that, on
the basis of limited procedures agreed to by Stagecoach and Overland and
described in such letter (but not an examination in accordance with
generally accepted auditing standards), the information relating to the
Overland Funds appearing in the N-14 Registration Statement and the
Consolidation Proxy Materials that is expressed in dollars or percentages
of dollars (with the exception of performance comparisons) has been
obtained from the accounting records of the Overland Funds or from
schedules
15
<PAGE>
prepared by officers of Overland having responsibility for financial and
reporting matters and such information is in agreement with such records,
schedules or computations made therefrom.
(n) Overland shall have received a letter from KPMG Peat Marwick LLP
addressed to Stagecoach and Overland in form reasonably satisfactory to
them, and dated the Effective Time of the Consolidation, to the effect that
on the basis of limited procedures as agreed to by Stagecoach and Overland
and described in such letter (but not an examination in accordance with
generally accepted auditing standards) (i) nothing came to their attention
that caused them to believe that the unaudited pro forma financial
statements included in the N-14 Registration Statement do not comply as to
form in all material respects with the applicable accounting requirements
of rule 11-02 Regulation S-X or that the pro forma adjustments have not
properly been applied to the historical amounts in the compilation of those
amounts, (ii) the data used in the calculation of the current and pro forma
expense ratios of the Stagecoach Funds appearing in the N-14 Registration
Statement and Consolidation Proxy Materials agree with underlying
accounting records of the Stagecoach Fund or to written estimates provided
by officers of Stagecoach having responsibility for financial and reporting
matters and were found to be mathematically correct, and (iii) the
calculation of the net value of the Fund Assets and the net asset value of
the Stagecoach Fund shares, in each case as of the Valuation Time, was
determined in accordance with the pricing policies and procedures of
Stagecoach as described in its then current prospectuses.
11. Further Assurances. Subject to the terms and conditions herein provided,
each of the parties hereto shall use its best efforts to take, or cause to be
taken, such action, to execute and deliver, or cause to be executed and
delivered, such additional documents and instruments and to do, or cause to be
done, all things necessary, proper or advisable under the provisions of this
Agreement and under applicable law to consummate and make effective the
transactions contemplated by this Agreement, including without limitation,
delivering and/or causing to be delivered to the other party hereto each of the
items required under this Agreement as a condition to such party's obligations
hereunder. In addition, Overland shall deliver or cause to be delivered to
Stagecoach, each account, book, record or other document of the Overland Funds
required to be maintained by Section 31(a) of the 1940 Act and Rules 31a-1 to
31a-3 thereunder (regardless of whose possession they are in).
12. Survival of Representations and Warranties. The representations and
warranties of the parties set forth in this Agreement shall survive the
delivery of the Fund Assets to the Stagecoach Funds and the issuance of the
shares of the Stagecoach Funds at the Effective Time of the Consolidation.
13. Termination of Agreement. This Agreement may be terminated by a party at
or, in the case of Subsection 13(c), below, at any time prior to, the Effective
Time of the Consolidation by a vote of a majority of its Board of Directors as
provided below:
(a) By Stagecoach if the conditions set forth in Section 9 are not
satisfied as specified in said Section;
(b) By Overland if the conditions set forth in Section 10 are not
satisfied as specified in said Section; and
(c) By mutual consent of both parties.
14. Amendment and Waiver. At any time prior to or (to the fullest extent
permitted by law) after approval of this Agreement by the shareholders of
Overland (a) the parties hereto may, by written agreement authorized by their
respective Boards of Directors and with or without the further approval of
their shareholders, amend any of the provisions of this Agreement, and (b)
either party may waive any breach by the other party or the failure to satisfy
any of the conditions to its obligations (such waiver to be in writing and
authorized by the Board of Directors of the waiving party with or without the
approval of such party's shareholders). Without limiting the foregoing, in the
event shareholder approval of the matters specified in Section 6 is obtained
with respect to certain Overland Funds but not with respect to the other
Overland Funds, with the result that the transactions contemplated by this
Agreement may be consummated with respect to some but not all the Overland
Funds, the Board of Directors of Stagecoach and the Board of Directors of
Overland may, in the exercise of their reasonable business judgment, either
abandon this Agreement with respect to all of the Overland Funds or direct that
the Consolidation and other transactions described herein be consummated to the
degree the Boards deem advisable.
16
<PAGE>
15. Governing Law. This Agreement and the transactions contemplated hereby
shall be governed, construed and enforced in accordance with the laws of the
State of Maryland.
16. Successors and Assigns. This Agreement shall be binding upon the
respective successors and permitted assigns of the parties hereto. This
Agreement and the rights, obligations and liabilities hereunder may not be
assigned by either party without the consent of the other party.
17. Beneficiaries. Nothing contained in this Agreement shall be deemed to
create rights in persons not parties hereto, other than the successors and
permitted assigns of the parties.
18. Brokerage Fees and Expenses. Stagecoach and Overland each represents and
warrants to the other that there are no brokers or finders entitled to receive
any payments in connection with the transactions provided for herein.
19. Notices. All notices required or permitted herein shall be in writing and
shall be deemed to be properly given when delivered personally or by
telefacsimile to the party entitled to receive the notice or when sent by
certified or registered mail, postage prepaid, or delivered to an
internationally recognized overnight courier service, in each case properly
addressed to the party entitled to receive such notice at the address or
telefax number stated below or to such other address or telefax number as may
hereafter be furnished in writing by notice similarly given by one party to the
other party hereto:
If to Stagecoach:
Stagecoach Funds, Inc.
Corporate Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
With copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
Telefax Number: (202) 887-0763
If to Overland:
Overland Express Funds, Inc.
Corporate Secretary
c/o Stephens Inc.
111 Center Street
Little Rock, Arkansas 72201
With copies to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
Telefax Number: (202) 887-0763
17
<PAGE>
20. Expenses. Each party shall be responsible for the payment of all expenses
incurred by such party in connection with this Agreement and the transactions
contemplated hereby.
21. Announcements. Any announcement or similar publicity with respect to this
Agreement or the transactions contemplated herein shall be made only at such
time and in such manner as the parties shall agree; provided that nothing
herein shall prevent either party upon notice to the other party from making
such public announcements as such party's counsel may consider advisable in
order to satisfy the party's legal and contractual obligations in such regard.
22. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties hereto and supersedes any and all prior
agreements, arrangements and understandings relating to matters provided for
herein.
23. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers designated below as of the date
first written above.
OVERLAND EXPRESS FUNDS, INC.
<TABLE>
<CAPTION>
ATTEST:
<S> <C>
/s/ Richard H. Blank Jr. By: /s/ R. Greg Feltus
- ------------------------------------- ---------------------------------
Richard H. Blank Jr. R. Greg Feltus
Chief Operating Officer, President
Secretary and Treasurer
<CAPTION>
STAGECOACH FUNDS, INC.
ATTEST:
<S> <C>
/s/ Richard H. Blank Jr. By: /s/ R. Greg Feltus
- ------------------------------------- ---------------------------------
Richard H. Blank Jr. R. Greg Feltus
Chief Operating Officer, President
Secretary and Treasurer
</TABLE>
18
<PAGE>
APPENDIX II
INVESTMENT OBJECTIVES AND SIGNIFICANT
INVESTMENT POLICIES OF THE OVERLAND PORTFOLIOS AND
THE CORRESPONDING STAGECOACH FUNDS
This Appendix sets forth the investment objectives, and highlights
significant investment policies, of the nine Overland Portfolios that are being
consolidated into the corresponding existing Stagecoach Funds. The investment
objective for each Portfolio and Fund is stated in italics. The five new
Stagecoach Funds that are being created in connection with the Consolidation
will have investment objectives and policies that are substantially identical
to those of their corresponding Overland Portfolios (the Index Allocation,
Overland Sweep, Short-Term Government-Corporate Income, Short-Term Municipal
Income and Variable Rate Government Funds) and are therefore not discussed in
this Appendix. References to the "Funds" in the Comments sections of this
Appendix refer to the Portfolio and/or the corresponding Fund.
The information here summarizes only some of the investment policies and
limitations of each Portfolio and Fund. Under certain circumstances, the
investment policies and limitations of each Fund and Portfolio may be changed
by the Board of Directors. Additional information about the investment
objectives and policies of the Overland Portfolios and their corresponding
Stagecoach Funds is included in their most recent prospectuses and statements
of additional information. The prospectus for your Stagecoach Fund is included
in the materials provided to you. You may obtain the prospectus and statement
of additional information for each Overland Portfolio and Stagecoach Fund by
calling 1-800-572-7797.
I. MONEY MARKET FUNDS
A. OVERLAND MONEY MARKET FUND AND STAGECOACH PRIME MONEY MARKET MUTUAL FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The Money Market Fund seeks to provide The Prime Money Market Mutual Fund seeks to
investors with a high level of current provide investors with maximized current
income, while preserving capital and income to the extent consistent with
liquidity, by investing in high-quality, preservation of capital and and maintenance
short-term securities. of liquidity.
</TABLE>
Comments. The Funds pursue their objectives by investing in high quality
short-term money market instruments and U.S. dollar denominated securities with
remaining maturities not exceeding 397 days (13 months), determined in
accordance with Rule 2a-7 under the Investment Company Act of 1940 (the "1940
Act"). The dollar-weighted average maturity of each Fund's investments is 90
days or less. The Funds seek to maintain a constant net asset value of $1.00
per share.
The Funds may not borrow money or issue senior securities, except that the
Funds may borrow from banks (or with regard to the Stagecoach Fund, enter into
reverse repurchase agreements) under certain circumstances. The Overland Money
Market Fund may borrow up to 10% of the current value of its net assets,
whereas the Stagecoach Prime Money Market Mutual Fund may borrow up to 20% of
the current value of its net assets.
B. OVERLAND U.S. TREASURY MONEY MARKET FUND AND STAGECOACH TREASURY MONEY
MARKET MUTUAL FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The U.S. Treasury Money Market Fund seeks The Treasury Money Market Mutual Fund seeks
to provide investors with a high level of to provide investors with current income
current income, while preserving capital and stability of principal.
and liquidity, by investing in short-term
U.S. Treasury bonds, notes and bills.
</TABLE>
1
<PAGE>
Comments. The Funds invest exclusively in obligations issued or guaranteed by
the U.S. Treasury, such as U.S. Treasury bonds, notes and bills ("U.S. Treasury
obligations"), and in certificates of indebtedness and other instruments,
including repurchase agreements, fully collateralized by U.S. Treasury
obligations. The dollar-weighted average maturity of each Fund's investments is
90 days or less. The Funds seek to maintain a constant net asset value of $1.00
per share.
The Funds may not borrow money or issue senior securities, except that the
Funds may borrow from banks (or with regard to the Stagecoach Fund, enter into
reverse repurchase agreements) under certain circumstances. The Overland U.S.
Treasury Money Market Fund may borrow up to 10% of the current value of its net
assets, whereas the Stagecoach Treasury Money Market Mutual Fund may borrow up
to 20% of the current value of its net assets.
C. OVERLAND CALIFORNIA TAX-FREE MONEY MARKET FUND AND STAGECOACH CALIFORNIA
TAX-FREE MONEY MARKET MUTUAL FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The California Tax-Free Money Market Fund The California Tax-Free Money Market Mutual
seeks to provide investors with a high Fund seeks to obtain a high level of income
level of current income exempt from federal exempt from federal income tax and
income taxes, a portion of which is also California personal income tax, while
exempt from California personal income preserving capital and liquidity, by
taxes, while preserving capital and investing in high-quality, short-term U.S.
liquidity, by investing in high-quality dollar denominated money market
instruments, principally municipal instruments, primarily municipal
securities. obligations.
</TABLE>
Comments. In pursuing its investment objective, each Fund invests in
securities with remaining maturities not exceeding 397 days (13 months),
determined in accordance with Rule 2a-7 under the 1940 Act. The dollar-weighted
average maturity of each Fund's investments is 90 days or less. The Funds seek
to maintain a constant net asset value of $1.00 per share. As used in their
statements of investment objectives, the terms "municipal securities' and
"municipal obligations' are synonymous. The Funds invest primarily in municipal
securities issued by or on behalf of the State of California, its cities,
municipalities and other public authorities and also may invest in obligations
issued by other jurisdictions (such as the U.S. Virgin Islands, Guam and Puerto
Rico), that pay interest that is exempt from federal income taxes and
California personal income taxes. Under normal market conditions, at least 65%
of each Fund's total assets will consist of securities, the interest on which
is exempt from both federal income taxes and California personal income taxes.
At the close of each quarter of the Overland Portfolio's taxable year at least
50% of its total assets will consist of such securities as a matter of
fundamental policy. Each Fund invests at least 80% of its net assets in
municipal securities that pay interest that is exempt from both federal income
tax and the federal alternative minimum tax ("AMT"), or in other open-end tax-
free money market funds with a similar fundamental policy.
Each Fund may invest a substantial portion of its assets in California
municipal obligations that are related in such a way that an economic, business
or political development or change affecting one such obligation would also
affect the other obligations. Because the Funds may concentrate in securities
issued by California, its agencies and municipalities, events in California are
more likely to affect their investments.
Each Fund may elect to invest temporarily up to 20% of the current value of
its net assets in cash reserves, high-quality taxable money market instruments
and high-quality municipal obligations, including cash reserves, U.S.
Government obligations, obligations of domestic banks, commercial paper, and
repurchase agreements, the income from which may or may not be exempt from
federal income taxes. Some portion of the income received by Fund shareholders
may be subject to federal income taxes and California personal income taxes.
Each Fund is a non-diversified portfolio, which means that its assets may be
invested in fewer issuers than a diversified
2
<PAGE>
portfolio and therefore the value of its assets may be subject to greater
impact by events affecting one of its investments.
D. OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND AND STAGECOACH
NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The National Tax-Free Institutional Money The National Tax-Free Money Market Mutual
Market Fund seeks to provide investors with Fund seeks to provide investors with a high
a high level of income exempt from federal level of income exempt from federal income
income tax, while preserving capital and tax, while preserving capital and
liquidity. liquidity.
</TABLE>
Comments. The Funds are both feeder funds in the Tax-Free Money Market Master
Portfolio of Master Investment Trust, and have identical investment objectives
and policies. The dollar-weighted average maturity of each Fund's investments
is 90 days or less. The Funds seek to maintain a constant net asset value of
$1.00 per share. The Funds seek to achieve their objective by investing all of
their assets in the Tax-Free Money Market Master Portfolio, which has the same
investment objective as the Funds. The Master Portfolio invests in high-
quality, U.S. dollar denominated money market instruments, primarily, municipal
obligations, with remaining maturities not exceeding 13 months. After the
proposed Consolidation, the Stagecoach Fund will withdraw its investment in the
Master Portfolio and instead will invest directly in a portfolio of securities.
The Stagecoach Fund will retain Wells Fargo Bank, the investment adviser to the
Master Portfolio, to manage its assets directly, in substantially the same
manner as Wells Fargo Bank currently manages the Master Portfolio's assets and
for the same advisory fee level.
II. FIXED INCOME FUNDS
A. OVERLAND U.S. GOVERNMENT INCOME FUND AND STAGECOACH GINNIE MAE FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The U.S. Government Income Fund primarily The Ginnie Mae Fund seeks to provide
seeks to provide investors with current investors with a long-term total rate of
income, while preserving capital, by return through preserving capital and
investing in a portfolio consisting of earning high interest income by investing
securities issued or guaranteed by the U.S. principally in a portfolio of U.S.
Government, its agencies and Government mortgage pass-through
instrumentalities ("U.S. Government securities, consisting primarily of
Obligations"). securities issued by the Government
National Mortgage Association ("GNMA"),
Federal National Mortgage Association
("FNMA") and Federal Home Loan Mortgage
Corporation ("FHLMC").
</TABLE>
Comments. The Overland Portfolio invests at least 65% of its assets in U.S.
Government Obligations, which may include government-backed mortgage pass-
through securities ("Pass-Through Securities"). The Stagecoach Fund currently
invests at least 65% of its assets in GNMA securities. If the Consolidation is
approved, the Ginnie Mae Fund will change its investment policies so that it
will no longer be required to invest 65% of its assets in GNMA securities.
Instead, the Ginnie Mae Fund will invest at least 65% of its assets in Pass-
Through Securities, including GNMA securities.
3
<PAGE>
Each Fund may invest to the same extent in repurchase agreements, fixed time
deposits, when-issued securities, and highly-rated money market instruments or
unrated instruments of comparable quality for temporary purposes. Each Fund may
engage in securities lending.
The Ginnie Mae Fund may borrow up to 20%, whereas the U.S. Government Income
Fund may borrow only up to 10%, of the current value of its net assets for
temporary purposes in order to meet redemptions. As a matter of non-fundamental
policy, the U.S. Government Income Fund may enter into interest rate futures
contracts and may write call options and purchase call and put options on
interest rate futures contracts, provided that those transactions are "covered"
by segregated liquid assets, and may invest in warrants, whereas the Ginnie Mae
Fund currently does not use these investment strategies.
III. TAX-FREE AND TAX-ADVANTAGED FUNDS
A. OVERLAND AND STAGECOACH CALIFORNIA TAX-FREE BOND FUNDS
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The California Tax-Free Bond Fund seeks to The California Tax-Free Bond Fund seeks to
provide investors with a high level of provide investors with a high level of
income exempt from federal income taxes and income exempt from federal income taxes and
from California personal income taxes, California personal income taxes, while
while preserving capital, by investing in preserving capital, by investing in medium-
medium- to long-term, investment-grade to long-term, investment grade municipal
municipal securities. securities.
</TABLE>
Comments. Under normal market conditions, the Funds invest at least 80% of
their net assets in municipal securities, the interest on which is exempt from
both federal income taxes and the federal alternative minimum tax ("AMT"), and
they invest at least 65% of their net assets in municipal obligations exempt
from California personal income tax. Under normal market conditions, each Fund
invests substantially all of its assets in securities issued by the State of
California and its cities, municipalities and other public authorities and also
may invest in obligations issued by other jurisdictions (such as the U.S.
Virgin Islands, Guam and Puerto Rico), that pay interest that is exempt from
California personal income tax.
Municipal obligations acquired by both of the Funds must be rated in one of
the three highest investment-grade categories (or in the fourth highest
category when acceptable obligations with higher ratings are unavailable) at
the time of purchase, or unrated but determined to be of comparable quality by
Wells Fargo Bank. Each Fund may invest a substantial portion of its assets in
California municipal obligations that are related in such a way that an
economic, business or political development or change affecting one such
obligation would also affect the other obligations. Because the Funds may
concentrate in securities issued by California, its agencies and
municipalities, events in California are likely to affect their investments.
Each Fund may elect to invest temporarily up to 20% of the current value of
its net assets in cash reserves or in taxable securities in which the Fund may
invest, or in instruments the interest on which is exempt from federal income
taxes, but is not exempt from California personal income taxes. Each Fund may
make loans of its portfolio securities.
4
<PAGE>
B. OVERLAND MUNICIPAL INCOME FUND AND STAGECOACH NATIONAL TAX-FREE FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The Municipal Income Fund seeks to provide The National Tax-Free Fund seeks to provide
investors with a high level of income, investors with income exempt from federal
consistent with the preservation of income tax.
capital, by investing primarily in a
diversified portfolio of high quality,
medium-to long-term municipal securities
issued by or on behalf of states,
territories and possessions or
commonwealths and of the United States and
District of Columbia or their political
sub-divisions, authorities, agencies and
instrumentalities, the income of which is
exempt from federal income tax, but may be
subject to the AMT.
</TABLE>
Comments. Under normal market conditions, the Funds invest at least 80% of
their assets in securities the interest on which is exempt from federal income
tax. Although the Municipal Income Fund and National Tax-Free Fund each invests
a significant portion of its assets in securities that pay interest that is
exempt from federal income taxes, the Municipal Income Fund generally invests
at least 80% of its assets in securities that may be subject to the AMT, and
the National Tax-Free Fund generally invests no more than 20% of its assets in
such securities. These securities include private activity bonds (such as
mortgage revenue bonds and pollution control bonds).
Neither Fund has any restrictions as to the minimum or maximum maturity of
any individual security held by it or as to the weighted average maturity of
its portfolio.
Each Fund may from time to time invest a portion of its assets on a temporary
basis in short-term taxable money market instruments, in securities issued by
other investment companies that invest in taxable or tax-exempt money market
instruments and in U.S. Government obligations. In addition, each Fund may hold
uninvested cash reserves pending investment, during temporary defensive
periods, or if, in the opinion of the investment adviser, suitable tax-exempt
obligations are unavailable.
Shareholder approval is required to change the investment objective of the
Municipal Income Fund, but not that of the National Tax-Free Fund.
IV. EQUITY FUNDS
A. OVERLAND SMALL CAP STRATEGY FUND AND STAGECOACH SMALL CAP FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The Small Cap Strategy Fund seeks above- The Small Cap Fund seeks above-average
average long-term capital appreciation in long-term capital appreciation in order to
order to provide investors with a rate of provide investors with a rate of total
total return exceeding that of the Russell return exceeding that of the Russell 2000
2000 Index (before fees and expenses) over Index (before fees and expenses) over a
a time horizon of three to five years. time horizon of three to five years.
</TABLE>
Comments. The Funds are both feeder funds in the Small Cap Master Portfolio
of Master Investment Trust, and have identical investment objectives and
policies. The Funds seek to achieve their objectives by investing all of their
assets in the Small Cap Master Portfolio, which has the same investment
objective as the
5
<PAGE>
Funds. The Master Portfolio invests in growth-oriented common stocks with
market capitalizations between $50 million and $1 billion. After the proposed
Consolidation, the Stagecoach Fund will withdraw its investment in the Master
Portfolio and instead will invest directly in a portfolio of securities. The
Stagecoach Fund will retain Wells Fargo Bank, the investment adviser to the
Master Portfolio, to manage its assets directly, in substantially the same
manner as Wells Fargo Bank currently manages the Master Portfolio's assets and
for the same advisory fee level.
B. OVERLAND STRATEGIC GROWTH FUND AND STAGECOACH AGGRESSIVE GROWTH FUND
Investment Objectives
<TABLE>
<CAPTION>
OVERLAND EXPRESS FUNDS, INC. STAGECOACH FUNDS, INC.
---------------------------- ----------------------
<S> <C>
The Strategic Growth Fund seeks to provide The Aggressive Growth Fund seeks to provide
investors with an above-average level of investors with an above-average level of
capital appreciation. capital appreciation.
</TABLE>
Comments. The Funds are feeder funds in the Capital Appreciation Master
Portfolio of Master Investment Trust, and have identical investment objectives
and policies. The Funds seek to achieve their investment objective by investing
all of their assets in the Capital Appreciation Master Portfolio, which has the
same investment objective as the Funds. The Master Portfolio invests in a
broadly diversified portfolio of equity securities of companies expected to
have better-than-average prospects for appreciation. After the proposed
Consolidation, the Stagecoach Fund will withdraw its investment in the Master
Portfolio and instead will invest directly in a portfolio of securities. The
Stagecoach Fund will retain Wells Fargo Bank, the investment adviser to the
Master Portfolio, to manage its assets directly, in substantially the same
manner as Wells Fargo Bank currently manages the Master Portfolio's assets and
for the same advisory fee level.
6
<PAGE>
APPENDIX III
EXPENSE SUMMARIES OF THE OVERLAND PORTFOLIOS
AND THE CORRESPONDING STAGECOACH FUNDS
The following tables (a) compare the current fees and expenses for the
Overland Portfolios and the corresponding existing Stagecoach Funds and (b)
show the estimated fees and expenses for the corresponding Stagecoach Funds on
a pro forma basis after giving effect to the Consolidation. The purpose of the
tables is to assist shareholders in understanding the various costs and
expenses that investors in the Funds will pay directly or indirectly. The Class
A shares of the Overland Index Allocation, Municipal Income, Short-Term
Government Corporate Income, Short-Term Municipal Income, Small Cap Strategy,
Strategic Growth and Variable Rate Government Funds are subject to a either a
0.25% Rule 12b-1 fee or a 0.25% Administrative Servicing Fee. In no case will
shareholders be assessed both 12b-1 and Administrative Servicing Fees and Total
Fund Operating Expenses for such Class A shares will not be greater than the
amounts shown in the following tables because of the combination of such fees.
The tables do not reflect any charges that may be imposed by institutions
directly on their customer accounts in connection with investments in the
portfolios.
1
<PAGE>
OVERLAND CALIFORNIA TAX-FREE BOND FUND CLASS A SHARES
STAGECOACH CALIFORNIA TAX-FREE BOND FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
CALIFORNIA CALIFORNIA
TAX-FREE TAX-FREE
BOND BOND PRO FORMA
---------- ---------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).......... 4.50% 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends.. None None None
Maximum Sales Charge on Redemptions........... None None None
Redemption Fees............................... None None None
Exchange Fees................................. None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees............................... 0.50% 0.50% 0.50%
Rule 12b-1 Fees............................... 0.00% 0.05% 0.05%
Other Expenses (after waivers or reimburse-
ments)/1/.................................... 0.24% 0.13% 0.19%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/2/.......... 0.74% 0.68% 0.74%
==== ==== ====
</TABLE>
- --------
1 Other Expenses (before waivers or reimbursements) would be 0.32% for the
Overland Fund, 0.52% for the Stagecoach Fund and 0.53% for the Pro Forma
Fund.
2 Total Fund Operating Expenses (before waivers or reimbursements) would be
0.82% for the Overland Fund, 1.07% for the Stagecoach Fund and 1.08% for the
Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
CALIFORNIA CALIFORNIA
TAX-FREE TAX-FREE
BOND BOND PRO FORMA
---------- ---------- ---------
<S> <C> <C> <C>
1 year....................................... $ 52 $ 52 $ 52
3 years...................................... 68 66 68
5 years...................................... 84 81 84
10 years..................................... 133 126 133
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
2
<PAGE>
OVERLAND CALIFORNIA TAX-FREE BOND FUND CLASS D SHARES
STAGECOACH CALIFORNIA TAX-FREE BOND FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
CALIFORNIA CALIFORNIA
TAX-FREE TAX-FREE BOND
BOND PRO FORMA
---------- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).................. None None
Maximum Sales Charge on Reinvested Dividends.......... None None
Maximum Sales Charge on Redemptions
Redemption during year 1............................. 1.00% 1.00%
Redemption after year 1.............................. 0.00% 0.00%
Redemption Fees....................................... None None
Exchange Fees......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees....................................... 0.50% 0.50%
Rule 12b-1 Fees....................................... 0.50% 0.50%/1/
Other Expenses (after waivers or reimbursements)/2/... 0.46% 0.44%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/.................. 1.46% 1.44%
==== ====
</TABLE>
- --------
1 If the Rule 12b-1 proposal is approved, the maximum Rule 12b-1 Fees payable
by the Stagecoach Fund would be 0.75%.
2 Other Expenses (before waivers or reimbursements) would be 0.59% for the
Overland Fund and 0.53% for the Stagecoach Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.59% for the Overland Fund. Total Fund Operating Expenses (before waivers
or reimbursements) for the Stagecoach Fund would be 1.53% if the Rule 12b-1
proposal is not approved, and 1.78% if the proposal is approved.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in shares of a
Fund, assuming a 5% gross annual return and at the end of each time period
indicated:
<TABLE>
<CAPTION>
REDEMPTION NO REDEMPTION
------------------------ ------------------------
OVERLAND STAGECOACH OVERLAND STAGECOACH
CALIFORNIA CALIFORNIA CALIFORNIA CALIFORNIA
TAX-FREE TAX-FREE BOND TAX-FREE TAX-FREE BOND
BOND PRO FORMA BOND PRO FORMA
---------- ------------- ---------- -------------
<S> <C> <C> <C> <C>
1 year..................... $ 25 $ 25 $ 15 $ 15
3 years.................... 46 46 46 46
5 years.................... 80 79 80 79
10 years................... 175 172 175 172
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
3
<PAGE>
OVERLAND CALIFORNIA TAX-FREE MONEY MARKET FUND
STAGECOACH CALIFORNIA TAX-FREE MONEY MARKET MUTUAL FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND CALIFORNIA
CALIFORNIA TAX-FREE
TAX-FREE MONEY
MONEY MARKET
MARKET MUTUAL PRO FORMA
---------- ---------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).......... None None None
Maximum Sales Charge on Reinvested Dividends.. None None None
Maximum Sales Charge on Redemptions........... None None None
Redemption Fees............................... None None None
Exchange Fees................................. None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees............................... 0.45% 0.50% 0.50%
Rule 12b-1 Fees............................... 0.00% 0.03% 0.05%
Other Expenses (after waivers or reimburse-
ments)/1/.................................... 0.18% 0.12% 0.10%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/2/.......... 0.63% 0.65% 0.65%
==== ==== ====
</TABLE>
- --------
1 Other Expenses would be 0.49% for the Stagecoach Fund and 0.47% for the Pro
Forma Fund.
2 Total Fund Operating Expenses would be 1.02% for the Stagecoach Fund and the
Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND CALIFORNIA
CALIFORNIA TAX-FREE
TAX-FREE MONEY
MONEY MARKET
MARKET MUTUAL PRO FORMA
---------- ---------- ---------
<S> <C> <C> <C>
1 year....................................... $ 6 $ 7 $ 7
3 years...................................... 20 21 21
5 years...................................... 35 36 36
10 years..................................... 79 81 81
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
4
<PAGE>
OVERLAND INDEX ALLOCATION CLASS A SHARES
STAGECOACH INDEX ALLOCATION CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)..................... 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends............. None None
Maximum Sales Charge on Redemptions...................... None None
Redemption Fees.......................................... None None
Exchange Fees............................................ None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees.......................................... 0.70% 0.70%
Rule 12b-1 Fees.......................................... 0.25% 0.25%
Other Expenses (after waivers or reimbursements)/1/...... 0.36% 0.36%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/2/..................... 1.31% 1.31%
==== ====
</TABLE>
- --------
1 Other Expenses (before waivers or reimbursements) would be 0.49% for the
Overland Fund and the Stagecoach Fund.
2 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.44% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ----------
<S> <C> <C>
1 year................................................. $ 58 $ 58
3 years................................................ 85 85
5 years................................................ 114 114
10 years............................................... 196 196
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
5
<PAGE>
OVERLAND INDEX ALLOCATION CLASS D SHARES
STAGECOACH INDEX ALLOCATION CLASS C SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)..................... None None
Maximum Sales Charge on Reinvested Dividends............. None None
Maximum Sales Charge on Redemptions
Redemption during year 1................................ 1.00% 1.00%
Redemption after year 1................................. 0.00% 0.00%
Redemption Fees.......................................... None None
Exchange Fees............................................ None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees.......................................... 0.70% 0.70%
Rule 12b-1 Fees.......................................... 0.75% 0.75%
Other Expenses (after waivers or reimbursements)/1/...... 0.60% 0.60%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/2/..................... 2.05% 2.05%
==== ====
</TABLE>
- --------
1 Other Expenses (before waivers or reimbursements) would be 0.75% for the
Overland Fund and 0.75% for the Stagecoach Fund.
2 Total Fund Operating Expenses (before waivers or reimbursements) would be
2.20% for the Overland Fund and 2.20% for the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in shares of a
Fund, assuming a 5% gross annual return and at the end of each time period
indicated:
<TABLE>
<CAPTION>
REDEMPTION NO REDEMPTION
--------------------- ---------------------
STAGECOACH STAGECOACH
OVERLAND INDEX OVERLAND INDEX
INDEX ALLOCATION INDEX ALLOCATION
ALLOCATION PRO FORMA ALLOCATION PRO FORMA
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1 year........................... $ 31 $ 31 $ 21 $ 21
3 years.......................... 64 64 64 64
5 years.......................... 110 110 110 110
10 years......................... 238 238 238 238
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
6
<PAGE>
OVERLAND MONEY MARKET FUND CLASS A SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
MONEY PRIME MONEY
MARKET MARKET MUTUAL PRO FORMA
-------- ------------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)......... None None None
Maximum Sales Charge on Reinvested Dividends. None None None
Maximum Sales Charge on Redemptions.......... None None None
Redemption Fees.............................. None None None
Exchange Fees................................ None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/1/................................... 0.25% 0.12% 0.12%
Rule 12b-1 Fees.............................. 0.25% 0.05% 0.05%
Other Expenses (after waivers or reimburse-
ments)/2/................................... 0.15% 0.38% 0.48%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/......... 0.65% 0.55% 0.65%
==== ==== ====
</TABLE>
- --------
1 Management Fee (before waivers or reimbursements) would be 0.25% for the
Stagecoach and the Pro Forma Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.16% for the
Overland Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
0.66% for the Overland Fund, 0.68% for the Stagecoach Fund and 0.78% for the
Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
MONEY PRIME MONEY
MARKET MARKET MUTUAL PRO FORMA
-------- ------------- ---------
<S> <C> <C> <C>
1 year...................................... $ 7 $ 6 $ 7
3 years..................................... 21 18 21
5 years..................................... 36 31 36
10 years.................................... 81 69 81
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
7
<PAGE>
OVERLAND MONEY MARKET FUND INSTITUTIONAL CLASS SHARES
STAGECOACH PRIME MONEY MARKET MUTUAL FUND ADMINISTRATIVE CLASS SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND PRIME MONEY
MONEY MARKET MUTUAL
MARKET PRO FORMA
-------- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).................... None None
Maximum Sales Charge on Reinvested Dividends............ None None
Maximum Sales Charge on Redemptions..................... None None
Redemption Fees......................................... None None
Exchange Fees........................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/.... 0.25% 0.12%
Rule 12b-1 Fees......................................... None None
Other Expenses (after waivers or reimbursements)/2/..... 0.15% 0.28%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/.................... 0.40% 0.40%
==== ====
</TABLE>
- --------
1 Management Fee (before waivers or reimbursements) would be 0.25% for the
Stagecoach Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.16% for the
Overland Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
0.41% for the Overland Fund and 0.53% for the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND PRIME MONEY
MONEY MARKET MUTUAL
MARKET PRO FORMA
-------- -------------
<S> <C> <C>
1 year................................................ $ 4 $ 4
3 years............................................... 13 13
5 years............................................... 22 22
10 years.............................................. 51 51
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
8
<PAGE>
OVERLAND MUNICIPAL INCOME FUND CLASS A SHARES
STAGECOACH NATIONAL TAX-FREE FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
MUNICIPAL NATIONAL
INCOME TAX-FREE PRO FORMA
--------- ---------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)........... 3.00% 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends... None None None
Maximum Sales Charge on Redemptions............ None None None
Redemption Fees................................ None None None
Exchange Fees.................................. None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/1/..................................... 0.33% 0.00% 0.50%
Rule 12b-1 Fees................................ 0.15% 0.00% 0.05%
Other Expenses (after waivers or reimburse-
ments)/2/..................................... 0.32% 0.35% 0.25%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/........... 0.80% 0.35% 0.80%
==== ==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.50% for the
Overland Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.60% for the
Overland Fund and the Stagecoach Fund, and 0.71% for the Pro Forma Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.25% for the Overland Fund, 1.10% for the Stagecoach Fund and 1.26% for the
Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
MUNICIPAL NATIONAL
INCOME TAX-FREE PRO FORMA
--------- ---------- ---------
<S> <C> <C> <C>
1 year........................................ $ 38 $ 48 $ 53
3 years....................................... 55 56 69
5 years....................................... 73 64 87
10 years...................................... 126 87 140
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
9
<PAGE>
OVERLAND MUNICIPAL INCOME FUND CLASS D SHARES
STAGECOACH NATIONAL TAX-FREE FUND CLASS C SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND NATIONAL
MUNICIPAL TAX-FREE
INCOME PRO FORMA
--------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)..................... None None
Maximum Sales Charge on Reinvested Dividends............. None None
Maximum Sales Charge on Redemptions
Redemption during year 1................................ 1.00% 1.00%
Redemption after year 1................................. 0.00% 0.00%
Redemption Fees.......................................... None None
Exchange Fees............................................ None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/..... 0.33% 0.50%
Rule 12b-1 Fees.......................................... 0.50% 0.50%/2/
Other Expenses (after waivers or reimbursements)/3/...... 0.57% 0.40%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/4/..................... 1.40% 1.40%
==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.50% for the
Overland Fund.
2 If the Rule 12b-1 proposal is approved, the maximum Rule 12b-1 Fees payable
by the Stagecoach Fund would be 0.75%.
3 Other Expenses (before waivers or reimbursements) would be 0.92% for the
Overland Fund and 0.71% for the Stagecoach Fund.
4 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.92% for the Overland Fund. Total Fund Operating Expenses (before waivers
or reimbursements) for the Stagecoach Fund would be 1.71% if the Rule 12b-1
proposal is not approved and 1.96% if the proposal is approved.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in shares of a
Fund, assuming a 5% gross annual return and at the end of each time period
indicated:
<TABLE>
<CAPTION>
REDEMPTION NO REDEMPTION
-------------------- --------------------
STAGECOACH STAGECOACH
OVERLAND NATIONAL OVERLAND NATIONAL
MUNICIPAL TAX-FREE MUNICIPAL TAX-FREE
INCOME PRO FORMA INCOME PRO FORMA
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
1 year............................. $ 24 $ 24 $ 14 $ 14
3 years............................ 44 44 44 44
5 years............................ 77 77 77 77
10 years........................... 168 168 168 168
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
10
<PAGE>
OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND
STAGECOACH NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND-- INSTITUTIONAL CLASS
SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
NATIONAL NATIONAL
TAX-FREE TAX-FREE
INSTITUTIONAL MONEY
MONEY MARKET MUTUAL
MARKET/1/ PRO FORMA
------------- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).............. None None
Maximum Sales Charge on Reinvested Dividends...... None None
Maximum Sales Charge on Redemptions............... None None
Redemption Fees................................... None None
Exchange Fees..................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/2/........................................ 0.19% 0.19%
Rule 12b-1 Fees................................... None None
Other Expenses (after waivers or reimburse-
ments)/3/........................................ 0.11% 0.11%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/4/.............. 0.30% 0.30%
==== ====
</TABLE>
- --------
1 Includes expenses charged to the Fund and Master Portfolio.
2 Management Fees (before waivers or reimbursements) would be 0.30% for the
Overland Fund and the Stagecoach Fund.
3 Other Expenses (before waivers or reimbursements) would be 0.21% for the
Overland Fund and 0.47% for the Stagecoach Fund.
4 Total Fund Operating Expenses (before waivers or reimbursements) would be
0.51% for the Overland Fund and 0.77% for the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
NATIONAL NATIONAL
TAX-FREE TAX-FREE
INSTITUTIONAL MONEY
MONEY MARKET MUTUAL
MARKET PRO FORMA
------------- -------------
<S> <C> <C>
1 year........................................... $ 3 $ 3
3 years.......................................... 10 10
5 years.......................................... 17 17
10 years......................................... 38 38
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
11
<PAGE>
OVERLAND SWEEP FUND
STAGECOACH OVERLAND EXPRESS SWEEP FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SWEEP FUND
SWEEP FUND/1/ PRO FORMA
------------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).................. None None
Maximum Sales Charge on Reinvested Dividends.......... None None
Maximum Sales Charge on Redemptions................... None None
Redemption Fees....................................... None None
Exchange Fees......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees....................................... 0.25% 0.45%
Rule 12b-1 Fees....................................... 0.55% 0.30%
Other Expenses (after waivers or reimbursements)/2/... 0.44% 0.49%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/.................. 1.24% 1.24%
==== ====
</TABLE>
- --------
1 Includes expenses charged to the Fund and Master Portfolio.
2Other Expenses (before waivers or reimbursements) would be 0.46% for the
Overland Fund.
3Total Fund Operating Expenses (before waivers or reimbursements) would be
1.26% for the Overland Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SWEEP FUND
SWEEP FUND PRO FORMA
---------- ----------
<S> <C> <C>
1 year................................................. $ 13 $ 13
3 years................................................ 39 39
5 years................................................ 68 68
10 years............................................... 150 150
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
12
<PAGE>
OVERLAND SHORT-TERM GOVERNMENT-CORPORATE INCOME FUND
STAGECOACH SHORT-TERM GOVERNMENT-CORPORATE INCOME FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM GOVERNMENT-
GOVERNMENT- CORPORATE
CORPORATE INCOME FUND
INCOME FUND/1/ PRO FORMA
-------------- -----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)........... 3.00% 3.00%
Maximum Sales Charge on Reinvested Dividends... None None
Maximum Sales Charge on Redemptions............ None None
Redemption Fees................................ None None
Exchange Fees.................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/2/..................................... 0.00% 0.00%
Rule 12b-1 Fees................................ 0.25% 0.25%
Other Expenses (after waivers or reimburse-
ments)/3/..................................... 0.15% 0.15%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/4/........... 0.40% 0.40%
==== ====
</TABLE>
- --------
1 Includes expenses charged to the Fund and Master Portfolio.
2 Management Fees (before waivers or reimbursements) would be 0.50% for the
Overland Fund and the Stagecoach Fund.
3 Other Expenses (before waivers or reimbursements) would be 1.10% for the
Overland Fund and the Stagecoach Fund.
4 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.85% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM GOVERNMENT-
GOVERNMENT- CORPORATE
CORPORATE INCOME FUND
INCOME FUND PRO FORMA
----------- -----------
<S> <C> <C>
1 year............................................... $34 $34
3 years.............................................. 42 42
5 years.............................................. 52 52
10 years............................................. 79 79
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
13
<PAGE>
OVERLAND SHORT-TERM MUNICIPAL INCOME FUND
STAGECOACH SHORT-TERM MUNICIPAL INCOME FUND
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM MUNICIPAL
MUNICIPAL INCOME FUND
INCOME FUND/1/ PRO FORMA
-------------- -----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)............... 3.00% 3.00%
Maximum Sales Charge on Reinvested Dividends....... None None
Maximum Sales Charge on Redemptions................ None None
Redemption Fees.................................... None None
Exchange Fees...................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/2/......................................... 0.00% 0.00%
Rule 12b-1 Fees.................................... 0.25% 0.25%
Other Expenses (after waivers or reimburse-
ments)/3/......................................... 0.15% 0.15%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/4/............... 0.40% 0.40%
==== ====
</TABLE>
- --------
1 Includes expenses charged to the Fund and Master Portfolio.
2 Management Fees (before waivers or reimbursements) would be 0.50% for the
Overland Fund and the Stagecoach Fund.
3 Other Expenses (before waivers or reimbursements) would be 0.68% for the
Overland Fund and the Stagecoach Fund.
4 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.43% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND SHORT-TERM
SHORT-TERM MUNICIPAL
MUNICIPAL INCOME FUND
INCOME FUND PRO FORMA
----------- -----------
<S> <C> <C>
1 year............................................... $34 $34
3 years.............................................. 42 42
5 years.............................................. 52 52
10 years............................................. 79 79
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
14
<PAGE>
OVERLAND SMALL CAP STRATEGY FUND CLASS A SHARES
STAGECOACH SMALL CAP FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND
SMALL CAP STAGECOACH
STRATEGY/1/ SMALL CAP/1/ PRO FORMA
----------- ------------ ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)....... 4.50% 5.25% 5.25%
Maximum Sales Charge on Reinvested Divi-
dends..................................... None None None
Maximum Sales Charge on Redemptions........ None None None
Redemption Fees............................ None None None
Exchange Fees.............................. None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees............................ 0.60% 0.60% 0.60%
Rule 12b-1 Fees............................ 0.25% 0.10% 0.10%
Other Expenses (after waivers or reimburse-
ments)/2/................................. 0.50% 0.40% 0.65%
---- ---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/....... 1.35% 1.10% 1.35%
==== ==== ====
</TABLE>
- --------
1 Includes expenses charged to the Fund and Master Portfolio.
2 Other Expenses (before waivers or reimbursements) would be 4.72% for the
Overland Fund, 1.00% for the Stagecoach Fund and 1.44% for the Pro Forma
Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
5.57% for the Overland Fund, 1.70% for the Stagecoach Fund and 2.14% for the
Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND
SMALL CAP STAGECOACH
STRATEGY SMALL CAP PRO FORMA
--------- ---------- ---------
<S> <C> <C> <C>
1 year........................................ $ 58 $ 63 $ 66
3 years....................................... 86 86 93
5 years....................................... 116 110 123
10 years...................................... 200 179 206
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
15
<PAGE>
OVERLAND SMALL CAP STRATEGY FUND CLASS D SHARES
STAGECOACH SMALL CAP FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
SMALL CAP SMALL CAP
STRATEGY/1/ PRO FORMA
----------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).................... None None
Maximum Sales Charge on Reinvested Dividends............ None None
Maximum Sales Charge on Redemptions
Redemption during year 1............................... 1.00% 1.00%
Redemption after year 1................................ 0.00% 0.00%
Redemption Fees......................................... None None
Exchange Fees........................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees......................................... 0.60% 0.60%
Rule 12b-1 Fees......................................... 0.75% 0.75%
Other Expenses (after waivers or reimbursements)/2/..... 0.75% 0.75%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/.................... 2.10% 2.10%
==== ====
</TABLE>
- --------
1 Includes expenses charged to the Fund and Master Portfolio.
2 Other Expenses (before waivers or reimbursements) would be 4.95% for the
Overland Fund and 1.54% for the Pro Forma Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
6.30% for the Overland Fund and 2.89% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in shares of a
Fund, assuming a 5% gross annual return and at the end of each time period
indicated:
<TABLE>
<CAPTION>
REDEMPTION NO REDEMPTION
-------------------- --------------------
OVERLAND STAGECOACH OVERLAND STAGECOACH
SMALL CAP SMALL CAP SMALL CAP SMALL CAP
STRATEGY PRO FORMA STRATEGY PRO FORMA
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
1 year............................. $ 31 $ 31 $ 21 $ 21
3 years............................ 66 66 66 66
5 years............................ 113 113 113 113
10 years........................... 243 243 243 243
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
16
<PAGE>
OVERLAND STRATEGIC GROWTH FUND CLASS A SHARES
STAGECOACH AGGRESSIVE GROWTH FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
STRATEGIC AGGRESSIVE
GROWTH/1/ GROWTH/1/ PRO FORMA
--------- ---------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)........... 4.50% 5.25% 5.25%
Maximum Sales Charge on Reinvested Dividends... None None None
Maximum Sales Charge on Redemptions............ None None None
Redemption Fees................................ None None None
Exchange Fees.................................. None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees................................ 0.50% 0.50% 0.50%
Rule 12b-1 Fees................................ 0.25% 0.10% 0.10%
Other Expenses (after waivers or reimburse-
ments)/2/..................................... 0.53% 0.79% 0.68%
---- ---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/........... 1.28% 1.39% 1.28%
==== ==== ====
</TABLE>
- --------
1 Includes expenses charged to the Fund and Master Portfolio.
2 Other Expenses (before waivers or reimbursements) would be 1.00% for the
Stagecoach Fund and 0.70% for the Pro Forma Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.60% for the Stagecoach Fund and 1.30% for the Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
STRATEGIC AGGRESSIVE
GROWTH GROWTH PRO FORMA
--------- ---------- ---------
<S> <C> <C> <C>
1 year........................................ $ 57 $ 66 $ 65
3 years....................................... 84 94 92
5 years....................................... 112 125 120
10 years...................................... 193 211 201
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
17
<PAGE>
OVERLAND STRATEGIC GROWTH FUND CLASS D SHARES
STAGECOACH AGGRESSIVE GROWTH FUND CLASS C SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND AGGRESSIVE
STRATEGIC GROWTH
GROWTH PRO FORMA
--------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)...................... None None
Maximum Sales Charge on Reinvested Dividends.............. None None
Maximum Sales Charge on Redemptions
Redemption during year 1................................. 1.00% 1.00%
Redemption after year 1.................................. 0.00% 0.00%
Redemption Fees........................................... None None
Exchange Fee.............................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees........................................... 0.50% 0.50%
Rule 12b-1 Fees........................................... 0.75% 0.75%
Other Expenses (after waivers or reimbursements).......... 0.75% 0.75%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)......................... 2.00% 2.00%
==== ====
</TABLE>
EXAMPLE:
You would pay the following expenses on a $1,000 investment in shares of a
Fund, assuming a 5% gross annual return and at the end of each time period
indicated:
<TABLE>
<CAPTION>
REDEMPTION NO REDEMPTION
-------------------- --------------------
STAGECOACH STAGECOACH
OVERLAND AGGRESSIVE OVERLAND AGGRESSIVE
STRATEGIC GROWTH PRO STRATEGIC GROWTH PRO
GROWTH FORMA GROWTH FORMA
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
1 year............................. $ 31 $ 31 $ 21 $ 21
3 years............................ 63 63 63 63
5 years............................ 108 108 108 108
10 years........................... 233 233 233 233
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
18
<PAGE>
OVERLAND U.S. GOVERNMENT INCOME FUND CLASS A SHARES
STAGECOACH GINNIE MAE (U.S. GOVERNMENT INCOME) FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND
U.S. GOV. STAGECOACH
INCOME GINNIE MAE PRO FORMA
--------- ---------- ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)........... 4.50% 4.50% 4.50%
Maximum Sales Charge on Reinvested Dividends... None None None
Maximum Sales Charge on Redemptions............ None None None
Redemption Fees................................ None None None
Exchange Fees.................................. None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/1/..................................... 0.39% 0.50% 0.50%
Rule 12b-1 Fees................................ 0.00% 0.05% 0.05%
Other Expenses (after waivers or reimburse-
ments)/2/..................................... 0.50% 0.27% 0.33%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/........... 0.89% 0.82% 0.88%
==== ==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.50% for the
Overland Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.74% for the
Overland Fund, 0.64% for the Stagecoach Fund and 0.65% for the Pro Forma
Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.24% for the Overland Fund, 1.19% for the Stagecoach Fund and 1.20% for the
Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND
U.S. GOV. STAGECOACH
INCOME GINNIE MAE PRO FORMA
--------- ---------- ---------
<S> <C> <C> <C>
1 year........................................ $ 54 $ 53 $ 54
3 years....................................... 72 70 72
5 years....................................... 92 88 92
10 years...................................... 150 142 149
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
19
<PAGE>
OVERLAND U.S. GOVERNMENT INCOME FUND CLASS D SHARES
STAGECOACH GINNIE MAE (U.S. GOVERNMENT INCOME) FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. GOV. GINNIE MAE
INCOME PRO FORMA
--------- ----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)..................... None None
Maximum Sales Charge on Reinvested Dividends............. None None
Maximum Sales Charge on Redemptions
Redemption during year 1................................. 1.00% 1.00%
Redemption after year 1.................................. 0.00% 0.00%
Redemption Fees.......................................... None None
Exchange Fees............................................ None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/..... 0.39% 0.50%
Rule 12b-1 Fees.......................................... 0.50% 0.50%/2/
Other Expenses (after waivers or reimbursements)/3/...... 0.73% 0.58%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/4/..................... 1.62% 1.58%
==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.50% for the
Overland Fund.
2 If the Rule 12b-1 proposal is approved, the maximum Rule 12b-1 Fees payable
by the Stagecoach Fund would be 0.75%.
3 Other Expenses (before waivers or reimbursements) would be 2.39% for the
Overland Fund and 0.65% for the Stagecoach Fund.
4 Total Fund Operating Expenses (before waivers or reimbursements) would be
3.39% for the Overland Fund. Total Fund Operating Expenses (before waivers
or reimbursements) for the Stagecoach Fund would be 1.65% if the Rule 12b-1
proposal is not approved and 1.90% if the proposal is approved.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in shares of a
Fund, assuming a 5% gross annual return and at the end of each time period
indicated:
<TABLE>
<CAPTION>
REDEMPTION NO REDEMPTION
-------------------- --------------------
OVERLAND STAGECOACH OVERLAND STAGECOACH
U.S. GOV. GINNIE MAE U.S. GOV. GINNIE MAE
INCOME PRO FORMA INCOME PRO FORMA
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
1 year............................. $ 26 $ 26 $ 16 $ 16
3 years............................ 51 50 51 50
5 years............................ 88 86 88 86
10 years........................... 192 188 192 188
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
20
<PAGE>
OVERLAND U.S. TREASURY MONEY MARKET FUND CLASS A SHARES
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND CLASS A SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. TREASURY TREASURY
MONEY MONEY MARKET
MARKET MUTUAL PRO FORMA
------------- ------------ ---------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)..... None None None
Maximum Sales Charge on Reinvested Divi-
dends................................... None None None
Maximum Sales Charge on Redemptions......
Redemption Fees.......................... None None None
Exchange Fees............................ None None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reim-
bursements)/1/.......................... 0.25% 0.12% 0.12%
Rule 12b-1 Fees.......................... 0.25% 0.05% 0.05%
Other Expenses (after waivers or reim-
bursements)/2/.......................... 0.15% 0.38% 0.48%
---- ---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/..... 0.65% 0.55% 0.65%
==== ==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.25% for the
Stagecoach Fund and the Pro Forma Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.21% for the
Overland Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
0.71% for the Overland Fund, 0.68% for the Stagecoach Fund and 0.78% for the
Pro Forma Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. TREASURY TREASURY
MONEY MONEY MARKET
MARKET MUTUAL PRO FORMA
------------- ------------ ---------
<S> <C> <C> <C>
1 year.................................. $ 7 $ 6 $ 7
3 years................................. 21 18 21
5 years................................. 36 31 36
10 years................................ 81 69 81
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
21
<PAGE>
OVERLAND U.S. TREASURY MONEY MARKET FUND INSTITUTIONAL CLASS SHARES
STAGECOACH TREASURY MONEY MARKET MUTUAL FUND ADMINISTRATIVE CLASS SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. TREASURY
TREASURY MONEY MARKET
MONEY MUTUAL
MARKET PRO FORMA
-------- ------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)................... None None
Maximum Sales Charge on Reinvested Dividends........... None None
Maximum Sales Charge on Redemptions
Redemption Fees........................................ None None
Exchange Fees.......................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimbursements)/1/... 0.25% 0.12%
Rule 12b-1 Fees........................................ 0.00% 0.00%
Other Expenses (after waivers or reimbursements)....... 0.15%/2/ 0.28%
---- ----
TOTAL FUND OPERATING EXPENSES
(after waivers or reimbursements)/3/................... 0.40% 0.40%
==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.25% for the
Stagecoach Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.20% for the
Overland Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
0.45% for the Overland Fund and 0.53% for the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
U.S. TREASURY
TREASURY MONEY MARKET
MONEY MUTUAL
MARKET PRO FORMA
-------- ------------
<S> <C> <C>
1 year................................................. $ 4 $ 4
3 years................................................ 13 13
5 years................................................ 22 22
10 years............................................... 51 51
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
22
<PAGE>
OVERLAND VARIABLE RATE GOVERNMENT FUND CLASS A SHARES
STAGECOACH VARIABLE RATE GOVERNMENT FUND CLASS A SHARES
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND VARIABLE RATE
VARIABLE RATE GOVERNMENT
GOVERNMENT FUND
FUND PRO FORMA
------------- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price).......... 3.00% 3.00%
Maximum Sales Charge on Reinvested Dividends.. None None
Maximum Sales Charge on Redemptions........... None None
Redemption Fees............................... None None
Exchange Fees................................. None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/1/.................................... 0.40% 0.40%
Rule 12b-1 Fees............................... 0.25% 0.25%
Other Expenses (after waivers or reimburse-
ments)/2/.................................... 0.13% 0.13%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/.......... 0.78% 0.78%
==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.50% for each
Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.23% for the
Overland Fund and the Stagecoach Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
0.98% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in Class A
shares, assuming (1) 5% gross annual return and (2) redemption at the end of
each time period:
<TABLE>
<CAPTION>
STAGECOACH
OVERLAND VARIABLE RATE
VARIABLE RATE GOVERNMENT
GOVERNMENT FUND
FUND PRO FORMA
------------- -------------
<S> <C> <C>
1 year........................................... $ 38 $ 38
3 years.......................................... 54 54
5 years.......................................... 72 72
10 years......................................... 124 124
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
23
<PAGE>
OVERLAND VARIABLE RATE GOVERNMENT FUND CLASS D SHARES
STAGECOACH VARIABLE RATE GOVERNMENT FUND CLASS C SHARES
<TABLE>
<CAPTION>
OVERLAND STAGECOACH
VARIABLE RATE VARIABLE RATE
GOVERNMENT GOVERNMENT FUND
FUND PRO FORMA
------------- ---------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge on Purchases
(as a percentage of offering price)............ None None
Maximum Sales Charge on Reinvested Dividends.... None None
Maximum Sales Charge on Redemptions.............
Redemption during year 1....................... 1.00% 1.00%
Redemption after year 1........................ 0.00% 0.00%
Redemption Fees................................. None None
Exchange Fees................................... None None
ANNUAL FUND OPERATING EXPENSES:
(as a percentage of average net assets)
Management Fees (after waivers or reimburse-
ments)/1/...................................... 0.40% 0.40%
Rule 12b-1 Fees................................. 0.50% 0.50%
Other Expenses (after waivers or reimburse-
ments)/2/...................................... 0.38% 0.38%
---- ----
Total Fund Operating Expenses
(after waivers or reimbursements)/3/............ 1.28% 1.28%
==== ====
</TABLE>
- --------
1 Management Fees (before waivers or reimbursements) would be 0.50% for the
Overland Fund and the Stagecoach Fund.
2 Other Expenses (before waivers or reimbursements) would be 0.67% for the
Overland Fund and the Stagecoach Fund.
3 Total Fund Operating Expenses (before waivers or reimbursements) would be
1.67% for the Overland Fund and the Stagecoach Fund.
EXAMPLE:
You would pay the following expenses on a $1,000 investment in shares of a
Fund, assuming a 5% gross annual return and at the end of each time period
indicated:
<TABLE>
<CAPTION>
REDEMPTION NO REDEMPTION
-------------------- --------------------
STAGECOACH STAGECOACH
OVERLAND VARIABLE OVERLAND VARIABLE
VARIABLE RATE GOV. VARIABLE RATE GOV.
RATE GOV. PRO FORMA RATE GOV. PRO FORMA
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
1 year............................. $ 23 $ 23 $ 13 $ 13
3 years............................ 41 41 41 41
5 years............................ 70 70 70 70
10 years........................... 155 155 155 155
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES
WHICH MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS
HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
ANNUAL RETURN; ACTUAL RETURN MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
24
<PAGE>
APPENDIX IV
SHAREHOLDER TRANSACTIONS AND SERVICES OF THE OVERLAND PORTFOLIOS
AND THE CORRESPONDING STAGECOACH FUNDS
This Appendix reviews and compares important information about the purchase
and redemption policies (such as front-end sales charges, minimum balances and
contingent-deferred sales charges) applicable to each Overland Portfolio and
its corresponding Stagecoach Fund. This Appendix also reviews and compares
important information about dividend and distribution options and exchange
privileges available to each Overland Portfolio and its corresponding
Stagecoach Fund.
This Appendix is qualified in its entirety by the more detailed information
included in the prospectuses for the Overland Portfolios and Stagecoach Funds
which are incorporated by reference into this Proxy/Prospectus. Shares of each
single class Portfolio and Fund (except for Overland Sweep) are referred to
herein as "Class A shares."
I. CLASS A SHARES (NON-MONEY MARKET FUNDS)
A. SALES CHARGES AND EXEMPTIONS. Front-end sales charges for Class A shares
of all Overland Funds are identical to the front-end sales charges for Class A
shares of the corresponding Stagecoach Funds, except as follows:
. The Overland Small Cap Strategy Fund is subject to a sales charge of
4.50%, while the corresponding Stagecoach Small Cap Fund is subject to a
sales charge of 5.25%.
. The Overland Strategic Growth Fund is subject to a sales charge of
4.50%, while the corresponding Stagecoach Aggressive (Strategic) Growth
Fund is subject to a sales charge of 5.25%.
. The Overland Municipal Income Fund is subject to a sales charge of
3.00%, while the corresponding Stagecoach National Tax-Free Fund is
subject to a sales charge of 4.50%.
The Overland Portfolios and Stagecoach Funds offer reductions in front-end
sales charges based upon the dollar amount of shares purchased. Currently,
reductions generally are available to Overland shareholders who purchase or
commit to purchasing $100,000 or more of Class A shares. The discount generally
is available to Stagecoach shareholders who purchase or commit to purchase
$50,000 or more in Class A shares.
B. PURCHASE AND REDEMPTION PROCEDURES. Shares of the Overland Portfolios and
Stagecoach Funds may be purchased and redeemed through substantially similar
methods. The minimum initial and subsequent purchase amounts for Overland and
Stagecoach shares are the same, as are the general procedures for automatic
purchase and redemption programs.
C. DIVIDEND AND DISTRIBUTION OPTIONS. Both Overland and Stagecoach allow
shareholders to receive dividends and capital gain distributions by check or to
reinvest dividends and capital gain distributions in shares of the same Fund or
in an approved bank account. Stagecoach also allows investors to reinvest
dividend and capital gain distributions in shares of another Fund in the
Stagecoach Family of Funds; Overland does not permit such reinvestment.
D. SHARE EXCHANGES. The share exchange privileges available to Class A
shareholders of the Overland Portfolios and Stagecoach Funds are essentially
the same.
II. CLASS D SHARES AND CLASS C SHARES
A. SALES CHARGES AND EXEMPTIONS. The Overland Class D shares and the
Stagecoach Class C shares are subject to the same contingent deferred sales
charges and exemptions.
1
<PAGE>
Class D shares of the Overland Funds and Class C shares of the Stagecoach
Funds that are redeemed within one year of receipt of a purchase order for such
shares are subject to a contingent-deferred sales charge equal to 1.00% of the
dollar amount equal to the lesser of NAV at the time of purchase or NAV of such
shares at the time of redemption.
B. PURCHASE AND REDEMPTION PROCEDURES. Shares of the Overland Portfolios and
Stagecoach Funds may be purchased and redeemed through substantially similar
methods. The minimum initial and subsequent purchase amounts for Overland and
Stagecoach shares are the same, as are the general procedures for automatic
purchase and redemption programs.
C. DIVIDEND AND DISTRIBUTION OPTIONS. Both Overland and Stagecoach allow
shareholders to receive dividends and capital gain distributions by check or to
reinvest dividends and capital gain distributions in shares of the same Fund or
in an approved bank account. Stagecoach also allows investors to reinvest
dividend and capital gain distributions in shares of another Fund in the
Stagecoach Family of Funds; Overland does not permit such reinvestment.
D. SHARE EXCHANGES. The share exchange privileges available to Overland Class
D shareholders and Stagecoach Class C shareholders are essentially the same.
Class D shares of an Overland Fund may be exchanged for Class D shares of any
other Overland Fund or for Class A shares of the Overland Money Market Fund.
Class C shares of a Stagecoach Fund may be exchanged for Class C shares of any
other Stagecoach Fund or for Class A shares of a Stagecoach Money Market Mutual
Fund.
III. OVERLAND AND STAGECOACH MONEY MARKET FUNDS CLASS A SHARES
A. SALES CHARGES AND EXEMPTIONS. There are no front-end or contingent-
deferred sales charges on Class A shares of the Overland and Stagecoach Money
Market Funds.
B. PURCHASE AND REDEMPTION PROCEDURES. Class A shares of the Overland
Portfolios and Stagecoach Funds may be purchased and redeemed through
substantially similar methods. The minimum initial investment amount on Class A
shares of the Overland Money Market Funds is $1,000. The minimum initial
investment amount on Class A shares of the Stagecoach Money Market Mutual Funds
is $2,500. The subsequent purchase amounts for Overland and Stagecoach shares
are the same, as are the procedures for automatic purchase and redemption
programs.
C. DIVIDEND AND DISTRIBUTION OPTIONS. The dividend and distribution options
applicable to Class A shares of the Overland and Stagecoach Money Market Funds
are identical.
D. SHARE EXCHANGES The share exchange privileges available to Class A
shareholders of the Overland and Stagecoach Money Market Funds are the same,
except as follows. Class A shares of an Overland Money Market Fund may be
exchanged for shares of another Overland Money Market Fund or for Class A
shares of any other Overland Fund. Class A shares of a Stagecoach Money Market
Mutual Fund may be exchanged for Class A shares of any other Stagecoach Money
Market Mutual Fund or for Class A or Class B shares of another Stagecoach Fund.
IV. OVERLAND MONEY MARKET FUND INSTITUTIONAL CLASS SHARES (MONEY MARKET AND
U.S. TREASURY MONEY MARKET FUNDS)
CORRESPONDING STAGECOACH MONEY MARKET MUTUAL FUNDS ADMINISTRATIVE CLASS
SHARES (Prime Money Market Mutual and Treasury Money Market Mutual Funds)
A. SALES CHARGES AND EXEMPTIONS. There are no front-end or contingent-
deferred sales charges on Institutional Class shares of the Overland Money
Market and U.S. Treasury Money Market Funds or on Administrative Class shares
of the Stagecoach Prime Money Market Mutual and Treasury Money Market Mutual
Funds.
2
<PAGE>
B. PURCHASE AND REDEMPTION PROCEDURES. Shares of the Overland Portfolios and
Stagecoach Funds may be purchased and redeemed through substantially similar
methods; and the minimum initial and subsequent purchase amounts are the same.
C. DIVIDEND AND DISTRIBUTION OPTIONS. The dividend and distribution options
applicable to the Administrative and Institutional Class shares are identical.
D. SHARE EXCHANGES. The share exchange privileges available to Institutional
and Administrative Class shareholders are substantially the same, except as
follows. Institutional Class shares of an Overland Money Market Fund may be
exchanged for Institutional Class shares of another Overland Money Market Fund
or for Class A shares of any other Overland Fund. Administrative Class shares
of a Stagecoach Money Market Mutual Fund may be exchanged for Administrative
Class shares of another Stagecoach Fund or for Institutional Class shares of a
Stagecoach Fund, other than the Money Market Mutual Fund.
V. OVERLAND NATIONAL TAX-FREE INSTITUTIONAL MONEY MARKET FUND AND STAGECOACH
NATIONAL TAX-FREE MONEY MARKET MUTUAL FUND INSTITUTIONAL CLASS SHARES
A. SALES CHARGES AND EXEMPTIONS. There are no front-end or contingent-
deferred sales charges on shares of the Overland or Stagecoach Fund.
B. PURCHASE AND REDEMPTION PROCEDURES. Shares of the Overland Portfolio and
Stagecoach Fund may be purchased through substantially similar methods; and the
minimum and subsequent purchase amounts are the same.
C. DIVIDEND AND DISTRIBUTION OPTIONS. The dividend and distribution options
applicable to the Overland Portfolio and Stagecoach Fund are identical.
D. SHARE EXCHANGES. The share exchange privileges available to shareholders
of the Overland Portfolio and Institutional Class shareholders of the
Stagecoach Fund are substantially the same, except as follows. Shares of the
Overland National Tax-Free Institutional Money Market Fund may be exchanged for
Institutional Class shares of another Overland Money Market Fund or for Class A
shares of another Overland Fund. Institutional Class of the Stagecoach National
Tax-Free Money Market Mutual Fund may be exchanged for Institutional Class
shares of any other Stagecoach Fund. Institutional Class shares of the
Stagecoach Fund may also be exchanged for Class A shares of a Stagecoach Fund
in connection with the distribution of assets held in a qualified trust, agency
or custodial account maintained with the trust department of a Wells Fargo Bank
or another bank, trust company or thrift institution.
VI. OVERLAND SWEEP FUND AND CORRESPONDING OVERLAND EXPRESS SWEEP FUND
A. SALES CHARGES AND EXEMPTIONS. There are no front-end or contingent-
deferred sales charges on shares of the Overland Portfolio or the Stagecoach
Fund.
B. PURCHASE AND REDEMPTION PROCEDURES. The purchase and redemption procedures
of the Overland Portfolio and the Stagecoach Fund are the same.
C. DIVIDEND AND DISTRIBUTION OPTIONS. The dividend and distribution options
applicable to the Overland Portfolio and Stagecoach Fund are the same.
D. SHARE EXCHANGES. Share exchange privileges are not available to either
the Overland Portfolio or the Stagecoach Fund.
3
<PAGE>
VII. DIVIDENDS AND DISTRIBUTIONS
All Overland Portfolios and Stagecoach Funds distribute their net capital
gains to shareholders at least annually. The following table shows the
Portfolios' and Funds' policies concerning the declaration and payment of
dividends from net investment income.
A. DIVIDENDS DECLARED DAILY/PAID MONTHLY
<TABLE>
<CAPTION>
OVERLAND FUND STAGECOACH FUND
------------- ---------------
<S> <C>
California Tax-Free Bond Fund California Tax-Free Bond Fund
California Tax-Free Money Market Fund California Tax-Free Money Market Mutual Fund
Money Market Fund Prime Money Market Mutual Fund
Municipal Income Fund National Tax-Free Fund
National Tax-Free Inst. Money Market Fund National Tax-Free Money Market Mutual Fund
Overland Sweep Fund Stagecoach Overland Express Sweep Fund
Short-Term Government-Corporate Income Fund Short-Term Government-Corporate Income Fund
Short-Term Municipal Income Fund Short-Term Municipal Income Fund
U.S. Treasury Money Market Fund Treasury Money Market Mutual Fund
U.S. Government Income Fund Ginnie Mae (U.S. Government Income) Fund
</TABLE>
B. DIVIDENDS DECLARED QUARTERLY/PAID QUARTERLY
<TABLE>
<CAPTION>
OVERLAND FUND STAGECOACH FUND
------------- ---------------
<S> <C>
Index Allocation Fund Index Allocation Fund
</TABLE>
C. DIVIDENDS DECLARED AND PAID AT LEAST ANNUALLY
<TABLE>
<CAPTION>
OVERLAND FUND STAGECOACH FUND
------------- ---------------
<S> <C>
Small Cap Strategy Fund Small Cap Fund
Strategic Growth Fund Aggressive (Strategic) Growth Fund
</TABLE>
4
<PAGE>
APPENDIX V
LIST OF SHAREHOLDERS WITH 5% OR GREATER OWNERSHIP AS OF AUGUST 31, 1997
I. Overland
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST-
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
California Tax-Free Bond Frederick Edward Class D Record Holder 5.23% .10% .003%
Fund Burket & Jennie D.
Burket
#46 Aquavista Way
San Francisco, CA
94131
Stephens Inc. for Class D Record Holder 19.90% .38% .012%
Exclusive Benefit of
Customers
P.O. Box 34127
Little Rock, AR 72203
Merrill Lynch Pierce Class D Record Holder 38.74% .74% .024%
Fenner & Smith, Inc.
for Exclusive Benefit
of Customers
Attn: Fund Admin.
4800 Deer Lake East
3rd Floor
Jacksonville, FL
32246
California Tax-Free Omnibus Account #2 Single Class Record Holder 29.65% 29.65% 6.274%
Money Market Fund Stephens Inc.
111 Center Street
Little Rock, AR 72201
Wells Fargo Quality Single Class Record Holder 59.46% 59.46% 12.583%
Control
525 Market St.
MAC 0103-174
San Francisco, CA
94163
Index Allocation Fund Stephens Inc. for the Class A Record Holder 9.65% 6.92% 6.92%
Exclusive Benefit of
Customers
P.O. Box 34127
Little Rock, AR 72203
Merrill Lynch Pierce Class A Record Holder 10.67% 7.66% 7.66%
Fenner & Smith, Inc.
for Exclusive Benefit
of Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL
32246
Index Allocation Fund Merrill Lynch Pierce Class D Record Holder 35.65% 10.06% 10.06%
Fenner & Smith, Inc.
for Exclusive Benefit
of Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL
32246
Stephens Inc. Class D Record Holder 6.62% 1.87% 1.87%
For Exclusive Benft.
Of Cust.
P.O. Box 34127
Little Rock, AR 72203
Money Market Fund Wells Fargo Quality Class A Record Holder 53.88% 53.84% 10.092%
Control
525 Market Street
MAC 0103-174
San Francisco, CA
94163
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST-
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Money Market Fund Omnibus Account #2 Class A Record Holder 32.29% 32.27% 6.049%
Stephens Inc.
111 Center Street
Little Rock, AR 72201
Omnibus Account #3 Class A Record Holder 11.79% 11.78% 2.208%
c/o Stephens Inc.
P.O. Box 3507
Little Rock, AR 72203
Municipal Income Fund Merrill Lynch Pierce Class A Record Holder 11.82% 10.21% 7.263%
Fenner & Smith, Inc.
for the sole benefit
of its Customers
Attn: Fund Admin.
4800 Deer Lake Drive
East Jacksonville, FL
32246
Stephens Inc. for the Class A Record Holder 10.69% 9.24% 6.573%
exclusive benefit of
its Customers
P.O. Box 34127
Little Rock, AR 72203
Municipal Income Fund Merrill Lynch Pierce Class D Record Holder 42.58% 5.79% 8.454%
Fenner & Smith, Inc.
for the sole benefit
of its customers
Attn: Fund Admin.
4800 Deer Lake Drive
East Jacksonville, FL
32246
NFSC FBO Dr. L. Sirna Class D Record Holder 7.04% .96% 1.398%
2228 Jwedish Dr. Apr.
16
Clearwater, FL 34623
National Tax-Free Inst. Wells Fargo Quality Single Class 95.16% 95.16% 95.16%
Money Market Fund Control Record Holder
525 Market Street
MAC 0103-174
San Francisco, CA
94163
Short-Term Government Virg & Co Single Class 22.96% 22.96% 22.96%
Corporate Income Fund c/o Wells Fargo Bank Record Holder
Mutual Funds A-88-4
P.O. Box 9800
Calabasas, CA 91302
Hep & Co. Single Class 49.53% 49.53% 49.53%
c/o Wells Fargo Bank Record Holder
P.O. Box 9800
Calabasas, CA 91302
Kimball Medical Single Class 19.97% 19.97% 19.97%
Center Record Holder
600 River Avenue
Lakewood, NJ 08701
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST-
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Short-Term Municipal Hep & Co. Single Class 45.45% 45.45% 45.45%
Income Fund c/o Wells Fargo Bank Record Holder
P.O. Box 9800
Calabasas, CA 91302
Herman & Raymond Single Class 23.00% 23.00% 23.00%
Christensen Record Holder
801 American Street
San Carlos, CA 94070
JJ & W Single Class 14.93% 14.93% 14.93%
P.O. Box 5807 Record Holder
Redwood City, CA
94063
Small Cap Strategy Fund Stephens Inc. for Class A Record 23.25% 13.72% 1.121%
Exclusive Benefit of Holder
Customers
P.O. Box 34127
Little Rock, AR 72203
Merrill Lytnch Pierce Class A Record 32.73% 19.32% 1.578%
Fenner & Smith, Inc. Holder
for Exclusive Benefit
of Customers
Attn: Fund Admin.
4800 Deer Lake East
3rd Fl.
Jacksonville, FL
32246
Small Cap Strategy Fund Stephens Inc. for Class D Record 11.21% 4.59% .374%
Exclusive Benefit of Holder
Customers
P.O. Box 34127
Little Rock, AR 72203
Merrill Lynch Pierce Class D Record 30.44% 12.47% 1.017%
Fenner & Smith, Inc. Holder
for Exclusive Benefit
of Customers
Attn: Fund Admin.
4800 Deer Lake East
3rd Fl. Jacksonville,
FL 32246
Painewebber for the Class D Record 12.30% 5.04% .411%
benefit of Joseph P. Holder
Kiernan
28 Stony Corners
Avon, CT 06001
Strategic Growth Fund Wells Fargo Bank FEBO Class A Record 42.41% 32.81% 24.509%
Customers Holder
P.O. Box 7066
San Francisco, CA
94120
Merrill Lynch Pierce Class A Record 13.08% 10.12% 7.559%
Fenner & Smith, Inc. Holder
for Exclusive
Benefit of Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL
32246
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST-
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Strategic Growth Fund Merrill Lynch Pierce Class D Record 38.73% 8.76% 6.537%
Fenner & Smith, Inc. Holder
for Exclusive Benefit
of Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL
32246
J.C. Bradford & Co. Class D Record 6.99% 1.58% 1.179%
Cust. FBO Holder
DCIP Limited Partners
I
330 Commerce St.
Nashville, TN 37201-
1899
U.S. Government Income Wells Fargo Bank Class A Record 70.72% 69.71% 24.883%
Fund Portfolio Advisor Holder
P.O. Box 7066
San Francisco, CA
94163
Virg & Co. Class A Record 12.83% 12.64% 4.513%
C/O Wells Fargo Bank Holder
Mutual Fund A-88-4
P.O. Box 9800
Calabasas, CA 91302
U.S. Government Income MLPF&S for the sole Class D Record 42.93% .61% .304%
Fund Benefit Holder
of Its Customers
Attention Fund
Administration
4800 Deer Lake Dr.
E., 3rd Fl
Jacksonville, FL
32246
Sisters of St. Class D Record 13.96% .20% .099%
Francis Holder
Attn. Sister Virginia
Spiegal
609 South Convent Rd
Aston, PA 19014
U.S. Treasury Money Omnibus Account Class A Record 21.24% 14.27% 3.458%
Market Fund Stephens Inc. Holder
111 Center Street
Little Rock, AR 72201
Wells Fargo Bank Fund Class A Record 49.65% 33.35% 8.084%
Account 525 Market Holder
Street
MAC 0103-174
San Francisco, CA
94163
WFB Wholesale Sweep Class A Record 27.87% 18.73% 4.538%
155 Fifth Street Holder
MAC 0106-066
San Francisco, CA
94163
U.S. Treasury Money Wells Fargo Bank Institutional 24.80% 8.14% 1.973%
Market Fund Agent for Orlandi Class Record
201 Third Street11th Holder
Floor
San Francisco, CA
94163
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST--
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Wells Fargo Bank Institutional 5.67% 1.86% .451%
Agent for Interink Class Record
Computer Science Holder
201 Third Street11th
Floor
San Francisco, CA
94163
Johnny Rockets Institutional 5.67% 1.86% .451%
15635 Alton Pkwy Class Record
Suite 350 Holder
Irvine, CA 92618
Variable Rate San Bernardina County Class A 30.16% 29.85% 29.85%
Governmental Fund 172 West 3rd Street, Record Holder
1st Floor
San Bernardina, CA
92415
APCO Employees Credit Class A 10.43% 10.32% 10.32%
Union 1608 7th Avenue Record Holder
Birmingham, AL 35203
Variable Rate Merrill Lynch Pierce Class D 29.20% .30% .30%
Governmental Fund Fenner & Smith, Inc. Record Holder
for the sole benefit
of its Customers
Attn: Fund Admin.
4800 Deer Lake East
Jacksonville, FL
32246
City of Waterville Class D 11.59% .12% .12%
P.O. Box 9 Record Holder
Waterville, MN 56096
Firstar Trust Co Class D 5.33% 0.06% 0.06%
Agent Record Holder
Firstar Bank of
Minnesota
Hendricks Community
Hospital Reserve Fund
P.O. Box 1787
Milwaukee, WI 53201
City of Mountain Lake Class D 10.84% .11% .11%
City Hall Record Holder
Mountain Lake, MN
56159
</TABLE>
For purposes of the 1940 Act, any person who owns directly or though one or
more controlled companies more than 25 percent of the voting securities of a
Fund or class is presumed to "control" such Fund or class.
5
<PAGE>
II. Stagecoach
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST--
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Cal Tax-Free Money Wells Fargo Bank Single Class 87.63% 87.63% 69.089%
Market Mutual Fund. P.O. Box 7066 Record Holder
San Francisco, CA
94120
Cal Tax-Free Bond Dim & Co. Institutional 85.20% 17.08% 1.237%
Attn: MF Dept. A88-4 Class Record
P.O. Box 9800 Holder
Calabasas, CA 91372
Hep & Co. Institutional 5.30% 1.06% .077%
Attn: MF Dept. A88-4 Class Record
P.O. Box 9800 Holder
Calabasas, CA 91372
Small Cap Fund Wells Fargo Bank Institutional 87.57% 69.53% 63.856%
420 Montgomery St. Class Record
San Francisco, CA Holder
94104
Small Cap Fund Wells Fargo Bank Class A 53.56% 6.10% 5.605%
P.O. Box 63015 Record Holder
San Francisco, CA
94163
State Street Bank and Class A 14.60% 1.66% 1.520%
Trust Record Holder
as Trustee for
Various Plans Two
Heritage Drive
Quincy, MA 02171
Aggressive Growth Fund Wells Fargo Bank Class A 58.56% 41.31% 10.463%
P.O. Box 63015 Record Holder
San Francisco, CA
94163
Virg & Co. Class A 5.91% 4.17% 1.056%
C/O Wells Fargo Bank Record Holder
P.O. Box 9800
Mac 9139-027
Calabasas, CA 91372
National Tax-Free Fund Bryne Family Trust #2 Class A 7.89% 3.04% .567%
9011 West Little York Record Holder
Houston, TX 77040
National Tax-Free Fund Stephens Inc. Class B 20.31% .81% .151%
111 Center Street Record Holder
Little Rock, AR 72201
Stephens Inc. Class B 19.54% .78% .145%
111 Center Street Record Holder
Little Rock, AR 72201
Stephens Inc. Class B 6.66% .26% .049%
111 Center Street Record Holder
Little Rock, AR 72201
Stephens Inc. Class B 13.09% .52% .097%
111 Center Street Record Holder
Little Rock, AR 72201
Stephens Inc. Class B 7.04% .28% .052%
111 Center Street Record Holder
Little Rock, AR 72201
Stephens Inc. Class B 9.51% .38% .070%
111 Center Street Record Holder
Little Rock, AR 72201
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST--
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Stephens Inc. Class B 15.68% .62% .116%
111 Center Street Record Holder
Little Rock, AR 72201
National Tax-Free Fund Virg & Co. Institutional 68.21% 39.26% 7.333%
Attn: MF Dept. A88-4 Class Record
P.O. Box 9800 Holder
Calabasas, CA 91372
Hep & Co. Institutional 30.53% 17.57% 3.282%
Attn: MF Dept. A-88-4 Class Record
P.O. Box 9800 Holder
Calabasas, CA 91372
Ginnie Mae Fund Wells Fargo Bank Class A 33.43% 27.10% 17.376%
P.O. Box 63015 Record Holder
San Francisco, CA
94163
Ginnie Mae Fund Stephen Inc. Institutional 5.90% .19% .125%
111 Center Street Class Record
Little Rock, AR 72201 Holder
Virg & Co. Institutional 34.46% 1.14% .728%
Attn: MF Dept. A88-4 Class Record
P.O. Box 9800 Holder
Calabasas, CA 91372
Hep & Co. Institutional 9.71% .32% .205%
Attn: MF Dept. A88-4 Class Record
P.O. Box 9800 Holder
MAC 9139-027
Calabasas, CA 91372
Prime Money Market Virg & Co. Class A Record 88.27% 13.41% 6.856%
Mutual Fund Attn: MF Dept. A88-4 Holder
P.O. Box 8900
Calabasas, CA 91372
Hare & Co. Class A Record 7.98% 1.21% .620%
Bank of New York Holder
One Wall Street, 2nd
Floor
Attn: Stif/Master
Note
New York, NY 10286
Prime Money Market Virg & Co. Institutional 59.64% 25.28% 12.925%
Mutual Fund Attn: MF Dept. A88-4 Class Record
P.O. Box 8900 Holder
Calabasas, CA 91372
First Interstate Bank International 8.17% 3.46% 1.771%
of Class
Oregon NA Record Holder
Attn: Investment
Sweep
1300 SW Fifth Avenue
Portland, OR 97201
CMT Partners Institutional 5.83% 2.47% 1.263%
651 Gateway Blvd. Class
Suite Record Holder
1500
S. San Francisco, CA
94080
Nucleonics Institutional 5.02% 2.13% 1.088%
Development Co. Class
Attn: Ian Rule Record Holder
5314 N . Irwindale
Ave.
Irwindale, CA 91706
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
CLASS AND
AMOUNT OF PERCENTAGE
SHARES OWNED OF FUND
NAME AND AND TYPE OF PERCENTAGE PERCENTAGE POST--
PORTFOLIO ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
--------- -------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Dailey Petoleum Institutional 5.72% 2.42% 1.239%
Service Corp. P.O. Class Record
Box 1863 Holder
Conroe, TX 77305
Prime Money Market Virg & Co. Service Class 99.46% 42.19% 21.572%
Mutual Fund Attn: MF Dept. A88-4 Record Holder
P.O. Box 8900
Calabasas, CA 91372
National Tax-Free Money Wells Fargo Bank Class A Record 81.78% 81.78% 35.806%
Market Mutual Fund P.O. Box 7066 Holder
San Francisco, CA
94120
Treasury Money Market Virg & Co. Class A Record 80.69% 3.12% 2.366%
Mutual Fund Attn: MF Dept. A88-4 Holder
P.O. Box 8900
Calabasas, CA 91372
Treasury Money Market Virg & Co. Institutional 51.35% 15.22% 11.534%
Mutual Fund Attn: MF Dept. A88-4 Class Record
P.O. Box 8900 Holder
Calabasas, CA 91372
Metabolex Inc. Institutional 5.67% 1.68% 1.273%
3876 Bay Center Place Class Record
Hayward, CA 94545 Holder
Dailey Petroleum Institutional 6.19% 1.84% 1.391%
Service Corp. P.O. Class Record
Box 1863 Holder
Conroe, TX 77305
First Interstate Bank Institutional 27.54% 8.16% 6.186%
of Class Record
Oregon, N.A. Holder
Attn: Investment
Sweep
1300 S. W. Fifth Ave.
Portland, OR 97201-
5688
Treasury Money Market Virg & Co. Service Class 92.53% 20.16% 15.276%
Mutual Fund Attn: MF Dept. A88-4 Record Holder
P.O. Box 8900
Calabasas, CA 91372
Wells Fargo Bank Service Class 7.47% 1.63% 1.234%
FBO Choicemaster Record Holder
Attn: Mutual Funds
P.O.Box 9800
Calabasas, CA 91372
Treasury Money Market Hare & Co. Class E Record 100.00% 44.69% 33.859%
Mutual Fund Bank of New York Holder
One Wall Stgreet, 2nd
Fl
Attn: Stif/Master
Note
New York, NY 10286
</TABLE>
For purposes of the 1940 Act, any person who owns directly or though one or
more controlled companies more than 25 percent of the voting securities of a
Fund or class is presumed to "control" such Fund or class.
8
<PAGE>
APPENDIX VI
STAGECOACH FUNDS, INC.
DISTRIBUTION PLAN
CLASS C SHARES
WHEREAS, Stagecoach Funds, Inc. ("Company") is an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended ("Act"); and
WHEREAS, the Company desires to adopt a Distribution Plan ("Plan") pursuant
to Rule 12b-1 under the Act on behalf of the Class C Shares of each Fund listed
on the attached Appendix A as it may be amended from time to time (each, a
"Fund" and, collectively, the "Funds") and the Board of Directors, including a
majority of the Qualified Directors (as defined below), has determined that
there is a reasonable likelihood that adoption of the Plan will benefit each
Fund and its Class C shareholders;
NOW THEREFORE, each Fund hereby adopts the Plan in accordance with Rule 12b-1
under the Act on the following terms and conditions:
SECTION 1. Pursuant to the Plan, the Company may pay to Stephens Inc.
("Distributor"), as compensation for distribution-related services provided, or
reimbursement for distribution-related expenses incurred, a monthly fee at
annual rates as set forth on Appendix A. The actual fee payable to the
Distributor shall, within such limit, be determined from time to time by mutual
agreement between the Company and the Distributor. The Distributor may enter
into selling agreements with one or more selling agents under which such agents
may receive compensation for distribution-related services from the
Distributor, including, but not limited to, commissions or other payments to
such agents based on the average daily net assets of Fund shares attributable
to them. The Distributor may retain any portion of the total distribution fee
payable hereunder to compensate it for distribution-related services provided
by it or to reimburse it for other distribution-related expenses.
SECTION 2. The Plan (and each related agreement) will, unless earlier
terminated in accordance with its terms, remain in effect from year to year
after the first anniversary of its effectiveness if such continuance is
specifically approved at least annually by vote of a majority of both (a) the
Directors of the Company and (b) the Qualified Directors, cast in person at a
meeting (or meetings) called for the purpose of voting on such approval.
SECTION 3. The Company shall provide to the Company's Board of Directors and
the Directors shall review, at least quarterly, a written report of the amounts
expended by the Company under the Plan and each related agreement and the
purposes for which such expenditures were made.
SECTION 4. The Plan may be terminated at any time by vote of a majority of
the Qualified Directors or by vote of a majority of the outstanding voting
securities of Class C Shares of the Fund.
SECTION 5. All agreements related to the Plan shall be in writing and shall
be approved by vote of a majority of both (a) the Directors of the Company and
(b) the Qualified Directors, cast in person at a meeting called for the purpose
of voting on such approval. Any agreement related to the Plan shall provide:
A. That such agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Qualified Directors or by vote of
a majority of the outstanding voting securities of Class C Shares of the
Fund, on not more than 60 days' written notice to any other party to the
agreement; and
B. That such agreement shall terminate automatically in the event of its
"assignment" (as defined below).
SECTION 6. The Plan may not be amended to increase materially the amount that
may be expended by the Fund pursuant to the Plan without the approval by a vote
of a majority of the outstanding voting securities of
1
<PAGE>
Class C Shares of the Fund, and no material amendment to the Plan shall be made
unless approved by vote of a majority of both (a) the Directors of the Company
and (b) the Qualified Directors, cast in person at a meeting (or meetings)
called for the purpose of voting on such approval.
SECTION 7. While the Plan is in effect, the selection and nomination of each
Director who is not an "interested person" (as defined below) of the Company
shall be committed to the discretion of the Directors who are not interested
persons.
SECTION 8. To the extent any payments made by the Fund pursuant to a
Servicing Agreement are deemed to be payments for the financing of any activity
primarily intended to result in the sale of Class C Shares within the context
of Rule 12b-1 under the Act, such payments shall be deemed to have been
approved pursuant to this Plan. Notwithstanding anything herein to the
contrary, the Fund shall not be obligated to make any payments under this Plan
that exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of
the National Association of Securities Dealers, Inc.
SECTION 9. The Company shall preserve copies of the Plan, each related
agreement and each report made pursuant to Section 4 hereof, for a period of
not less than six years from the date of the Plan, such agreement or such
report, as the case may be, the first two years in an easily accessible place.
SECTION 10. As used in the Plan, (a) the terms "assignment," "interested
person" and "vote of a majority of the outstanding voting securities" shall
have the respective meanings specified in the Act and the rules and regulations
thereunder, subject to such exemption as may be granted by the Securities and
Exchange Commission and (b) the term "Qualified Directors" shall mean the
Directors of the Company who are not interested persons of the Company and have
no direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan.
Dated: July 23, 1997
2
<PAGE>
APPENDIX A
<TABLE>
<CAPTION>
FUND NAME CURRENT FEE * PROPOSED FEE *
--------- ------------- --------------
<S> <C> <C>
California Tax-Free Bond Fund...................... 0.50% 0.75%
Ginnie Mae (U.S. Government Income) Fund........... 0.50% 0.75%
National Tax-Free Fund............................. 0.50% 0.75%
</TABLE>
- --------
* Expressed as a percentage of average daily net assets of the Class C shares.
Approved by the Board of Directors: July 23, 1997
3
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
DATED OCTOBER 10, 1997
OVERLAND EXPRESS FUNDS, INC.
c/o Overland Express Shareholder Services
P.O. Box 63084
San Francisco, CA 94163
1-800-552-9612
STAGECOACH FUNDS, INC.
c/o Stagecoach Shareholder Services
Wells Fargo Bank, N.A.
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-222-8222
NOVEMBER 20, 1997 SPECIAL MEETING OF
SHAREHOLDERS OF OVERLAND EXPRESS FUNDS, INC.
This Statement of Additional Information sets forth certain additional
information about Overland and Stagecoach. This Statement of Additional
Information is not a prospectus but should be read in conjunction with the
Proxy/Prospectus, also dated October 10, 1997, for the Special Meeting of
Shareholders of Overland Express Funds, Inc. to be held on November 20, 1997.
Copies of the Proxy/Prospectus may be obtained at no charge by calling 1-800-
552-9612 or writing Overland at the address above.
Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in the Proxy/Prospectus.
The Proxy/Prospectus and this Statement of Additional Information are sometimes
referred to together as the "Voting Materials."
INCORPORATION OF DOCUMENTS BY REFERENCE
IN THIS STATEMENT OF ADDITIONAL INFORMATION
Further information about the Overland Portfolios and Stagecoach Funds is
contained in other documents previously filed with the SEC. These documents are
incorporated herein by reference to the statements of additional information
listed below.
1
<PAGE>
STAGECOACH
----------
Further information about Class A shares of the Stagecoach Aggressive
Growth and Small Cap Funds is contained in and incorporated by reference to the
statement of additional information for the Class A shares of such Funds dated
February 1, 1997. Further information about Class A shares of the Stagecoach
Ginnie Mae Fund is contained in and incorporated by reference to the statement
of additional information for the Class A shares of such Fund dated February 1,
1997. Further information about Class A shares of the Stagecoach California
Tax-Free Bond, National Tax-Free, Prime Money Market Mutual and Treasury Money
Market Mutual Funds is contained in and incorporated by reference to the
statement of additional information for the Class A shares of such Funds dated
February 1, 1997. Further information about shares of the Stagecoach California
Tax-Free Money Market Mutual Fund is contained in and incorporated by reference
to the statement of additional information for shares of such Fund dated
February 1, 1997.
Further information about Class C shares of the Stagecoach Small Cap Fund
is contained in and incorporated by reference to the statement of additional
information for the Class C shares of such Fund dated October 6, 1997. Further
information about Class C shares of the Stagecoach Aggressive Growth Fund is
contained in and incorporated by reference to the statement of additional
information for the Class C shares of such Fund dated October 6, 1997. Further
information about Class C shares of the Stagecoach Ginnie Mae Fund is contained
in and incorporated by reference to the statement of additional information for
the Class C shares of such Fund dated October 6, 1997. Further information
about Class C shares of the Stagecoach California Tax-Free Bond and National
Tax-Free Funds is contained in and incorporated by reference to the statement of
additional information for the Class C shares of such Funds dated October 6,
1997.
Further information about Administrative Class shares of the Stagecoach
Prime Money Market Mutual and Treasury Money Market Mutual Funds is contained in
and incorporated by reference to the statement of additional information for the
Administrative Class shares of such Funds dated October 6, 1997.
Further information about Institutional Class shares of the Stagecoach
National Tax-Free Money Market Mutual Fund is contained in and incorporated by
reference to the statement of additional information for the Institutional Class
shares of such Fund dated October 6, 1997.
Information contained in said statements of additional information under
"Additional Permitted Investment Activities," "Management" (as to Directors and
Officers, investment adviser, administrators, distributor and shareholder
servicing agents), "Portfolio Transactions," "Performance Calculations" and
"Capital Stock" is generally applicable with regard to the New Stagecoach Funds.
The audited financial statements, financial highlights and related
independent auditors' report for the Stagecoach Small Cap, Aggressive Growth,
California Tax-Free Bond, National Tax-Free, Ginnie Mae, California Tax-Free
Money Market Mutual, Prime Money Market Mutual, National
2
<PAGE>
Tax-Free Money Market Mutual, Arizona Tax-Free, Asset Allocation, Balanced,
California Tax-Free Income, Corporate Stock, Diversified Income, Equity Value,
Government Money Market Mutual, Growth and Income, Intermediate Bond, Money
Market Mutual, Money Market Trust, Oregon Tax-Free, Short-Intermediate U.S.
Government Income, U.S. Government Allocation and Treasury Money Market Mutual
Funds contained in the Annual Reports for the fiscal period ended March 31, 1997
are hereby incorporated by reference to the Stagecoach Annual Reports filed with
the SEC on June 4, 1997 pursuant to Rule 30b2-1 of the 1940 Act. No other
parts of the Annual Report are incorporated herein by reference.
OVERLAND
--------
Further information about Class A and Class D shares of the Overland
California Tax-Free Bond, Index Allocation and U.S. Government Income Funds is
incorporated by reference to the statement of additional information for the
Class A and Class D shares of such Funds dated May 1, 1997. Further information
about Class A and Class D shares of the Overland Municipal Income Fund is
incorporated by reference to the statement of additional information for the
Class A and Class D shares of such Fund dated May 1, 1997. Further information
about Class A and Class D shares of the Overland Small Cap Strategy Fund is
contained in and incorporated by reference to the statement of additional
information for the Class A and Class D shares of such Fund dated May 1, 1997.
Further information about Class A and Class D shares of the Overland Strategic
Growth Fund is contained in and incorporated by reference to the statement of
additional information for the Class A and Class D shares of such Fund dated May
1, 1997. Further information about Class A and Class D shares of the Overland
Variable Rate Government Fund is contained in and incorporated by reference to
the statement of additional information for the Class A and Class D share of
such Fund dated May 1, 1997.
Further information about Class A and Institutional Class shares of the
Overland Money Market and U.S. Treasury Money Market Funds, and about the single
class shares of the Overland California Tax-Free Money Market Fund, is contained
in and incorporated by reference to the statement of additional information for
the Class A, Institutional Class and single class shares of such Funds dated May
1, 1997. Further information about shares of the Overland National Tax-Free
Institutional Money Market Fund is contained in and incorporated by reference to
the statement of additional information for shares of such Fund dated May 1,
1997.
Further information about shares of the Overland Sweep Fund is contained in
and incorporated by reference to the statement of additional information for
shares of such Fund dated May 1, 1997. Further information about shares of the
Overland Short-Term Government-Corporate Income and Short-Term Municipal Income
Fund is contained in and incorporated by reference to the statement of
additional information for shares of such Funds dated May 1, 1997.
The audited financial statements, financial highlights and related
independent auditors' report for the Overland Small Cap Strategy, Strategic
Growth, California Tax-Free Bond, Municipal Income, U.S. Government Income,
California Tax-Free Money Market, Money Market, National Tax-Free Institutional
Money Market, U.S. Treasury Money Market, Index Allocation, Short-Term
Government-Corporate Income, Short-Term Municipal Income, Variable Rate
Government and Overland Sweep Funds contained in the Annual Reports for the
period ended December 31, 1996 are hereby incorporated by reference to the
Overland Annual Reports filed with the SEC on March 11, 1997 pursuant to Rule
30b2-1 of the 1940 Act. No other parts of the Annual Reports are incorporated
herein by reference.
3
<PAGE>
The unaudited financial statements and financial highlights for the
Overland Small Cap Strategy, Strategic Growth, California Tax-Free Bond,
Municipal Income, U.S. Government Income, California Tax-Free Money Market,
Money Market, National Tax-Free Institutional Money Market, U.S. Treasury Money
Market, Index Allocation, Short-Term Government-Corporate Income, Short-Term
Municipal Income, Variable Rate Government and Overland Sweep Funds contained in
the Semi-Annual Reports for the period ended June 30, 1997 are hereby
incorporated by reference to the Overland Semi-Annual Reports filed with the SEC
on or about September 3, 1997 pursuant to Rule 30b1-1 of the 1940 Act. No other
parts of the Semi-Annual Reports are incorporated herein by reference.
4
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information...................................................... 6
Table I -- Portfolios and Corresponding Funds....................... 6
Exhibit I -- Pro Forma Financial Statements.............................. I-1
</TABLE>
5
<PAGE>
GENERAL INFORMATION
ABOUT THE PROPOSED CONSOLIDATION.
--------------------------------
The shareholders of Overland are being asked to approve the Consolidation
Agreement between Overland and Stagecoach and the transactions contemplated
thereby. The Consolidation Agreement is subject to a number of conditions with
respect to each Overland Fund, including shareholder approval. The Consolidation
Agreement contemplates that all of the assets and stated liabilities of the
Overland Portfolios will be transferred to corresponding Stagecoach Funds in
exchange for full and fractional shares of the corresponding Stagecoach Funds as
shown in the following table.
TABLE I
PORTFOLIOS AND CORRESPONDING FUNDS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
OVERLAND CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ------------------------
-------------------------------------------------------------------------------------------
<S> <C>
Small Cap Strategy Fund -- Small Cap Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Small Cap Strategy Fund -- Small Cap Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Strategic Growth Fund -- Aggressive Growth Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Strategic Growth Fund -- Aggressive Growth Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
California Tax-Free Bond Fund -- California Tax-Free Bond Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
California Tax-Free Bond Fund -- California Tax-Free Bond Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Municipal Income Fund -- National Tax-Free Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Municipal Income Fund -- National Tax-Free Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
U.S. Government Income Fund -- Ginnie Mae (U.S. Government Income) Fund
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
U.S. Government Income Fund -- Ginnie Mae (U.S. Government Income) Fund
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
OVERLAND CORRESPONDING STAGECOACH
PORTFOLIO/SHARE CLASS FUND/SHARE CLASS
--------------------- ------------------------
-------------------------------------------------------------------------------------------
<S> <C>
-------------------------------------------------------------------------------------------
California Tax-Free Money Market California Tax-Free Money Market Mutual
Fund
-------------------------------------------------------------------------------------------
Money Market Fund -- Prime Money Market Mutual Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Money Market Fund -- Prime Money Market Mutual Fund --
Institutional Shares Administrative Class Shares
-------------------------------------------------------------------------------------------
National Tax-Free Institutional Money National Tax-Free Money Market Mutual Fund
Market Fund -- -- Institutional Class Shares
-------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund -- Treasury Money Market Mutual Fund --
Institutional Shares Administrative Class Shares
-------------------------------------------------------------------------------------------
Index Allocation Fund -- Index Allocation Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Index Allocation Fund -- Index Allocation Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Short-Term Government-Corporate Income Short-Term Government-Corporate Income
Fund Fund
-------------------------------------------------------------------------------------------
Short-Term Municipal Income Fund Short-Term Municipal Income Fund
-------------------------------------------------------------------------------------------
Variable Rate Government Fund -- Variable Rate Government Fund --
Class A Shares Class A Shares
-------------------------------------------------------------------------------------------
Variable Rate Government Fund Variable Rate Government Fund --
Class D Shares Class C Shares
-------------------------------------------------------------------------------------------
Overland Sweep Fund Stagecoach Overland Express Sweep Fund
-------------------------------------------------------------------------------------------
</TABLE>
The shares issued by Stagecoach will have an aggregate value equal to the
aggregate value of the shares of the respective Overland Portfolios that are
outstanding immediately before the Closing.
After the transfer of their assets and liabilities in exchange for
Stagecoach Fund shares, the Overland Portfolios will distribute the shares of
the Stagecoach Funds to their shareholders in liquidation of the Overland
Portfolios. Each shareholder owning shares of a particular Overland Portfolio
at the Closing will receive shares of the designated class of the corresponding
7
<PAGE>
Stagecoach Fund (as specified in the foregoing table) of equal value, and will
receive any unpaid dividends or distributions that were declared before the
Closing on shares of Overland Portfolios.
Stagecoach will establish an account for each former shareholder of the
Overland Portfolios reflecting the appropriate number of Stagecoach Fund shares
distributed to the shareholder. These accounts will be substantially identical
to the accounts currently maintained by Overland for each shareholder. Upon
completion of the Consolidation, Overland will wind up its affairs, and be
deregistered as an investment company under the 1940 Act.
For further information about the Consolidation, see the Proxy/Prospectus.
ABOUT THE PROPOSED RULE 12B-1 FEE INCREASE.
------------------------------------------
Class D shareholders of the Overland California Tax-Free Bond, Municipal
Income and U.S. Government Income Funds are being asked to authorize the
Overland Board of Directors to vote Fund shares to approve an 0.25% increase in
the maximum Rule 12b-1 distribution fee payable by the Class C shares of the
corresponding Stagecoach Funds.
For further information, see the Proxy/Prospectus.
8
<PAGE>
INTRODUCTORY NOTE TO PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information gives effect to
the proposed transfer of the assets and liabilities of the Overland Portfolios
and Stagecoach Funds listed under Table 1 of this Statement of Additional
Information, accounted for as if each transfer had occurred as of June 30, 1997
and as if the Funds had operated for the periods then ended. However, it is
possible that one or more of the Overland Portfolios will not approve the
merger, in which case the resulting Stagecoach Fund or Funds will be comprised
of only those Overland Portfolios that approve the merger. In addition, the pro
forma combining statements have been prepared based upon the proposed fee and
expense structure of the surviving Stagecoach Funds. The statements do not
reflect the effect of proposed differing investment objectives and policies of
certain of the Overland Portfolios and Stagecoach Funds.
The pro forma financial information should be read in conjunction with the
historical financial statements and notes thereto of the Overland Portfolios and
Stagecoach Funds incorporated by reference in this Statement of Additional
Information. Each combination of the above Portfolios and Funds will be
accounted for as a tax-free reorganization. For more information concerning
this aspect of the Consolidation, see "About the Proposed Consolidation-Federal
Income Tax Consequences," in the Proxy/Prospectus.
9
<PAGE>
Stagecoach Funds - California Tax-Free Bond Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California
Overland Express Stagecoach Tax-Free
California California Bond Fund
Tax-Free Tax-Free Pro Forma Pro Forma
Bond Fund Bond Fund Adjustments Combined
----------------- ---------------- ------------ -----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value(see cost below) $ 226,553,563 $ 420,511,986 $ 647,065,549
Cash 1,730 1,372 3,102
Receivables:
Dividends and interest 3,702,342 6,620,920 10,323,262
Fund shares sold 205 215,710 215,915
Due from Wells Fargo Bank/Stephens Inc. 0 0 713 (e) 713
Organization expenses, net of amortization 713 0 (713)(e) 0
Prepaid expenses 185,620 15,050 200,670
Total Assets 230,444,173 427,365,038 657,809,211
LIABILITIES
Payables:
Distribution to shareholders 890,778 1,628,339 2,519,117
Fund shares redeemed 12,131 0 12,131
Due to sponsor and distributor 7,357 377,279 384,636
Due to advisor 129,648 105,039 234,687
Other 28,729 409,334 438,063
Total Liabilities 1,068,643 2,519,991 3,588,634
TOTAL NET ASSETS $ 229,375,530 $ 424,845,047 $ 654,220,577
NET ASSETS CONSIST OF:
Paid-in capital $ 220,195,791 $ 411,861,598 $ 632,057,389
Undistributed net realized gain(loss)
on investments 258,265 (2,085,907) (1,727,642)
Net unrealized appreciation
of investments 8,821,474 15,069,356 23,890,830
TOTAL NET ASSETS $ 229,375,530 $ 424,845,047 $ 654,220,577
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 223,651,118 $ 280,343,220 $ 503,994,338
Shares outstanding - Class A 21,214,728 25,594,693 (794,341)(a) 46,015,080
Net asset value per share - Class A $ 10.54 $ 10.95 $ 10.95
Maximum offering price per share - Class A $ 11.04 $ 11.47 $ 11.47
Net Assets - Class B $ 55,046,877 $ 55,046,877
Shares outstanding - Class B 4,930,550 4,930,550
Net asset value and offering price per
share - Class B $ 11.16 $ 11.16
Net Assets - Class C 5,724,412 (f) $ 5,724,412
Shares outstanding - Class C 512,769 (a),(c) 512,769
Net asset value and offering price per
share - Class C $ 11.16
Net Assets - Class D 5,724,412 (5,724,412) (f)
Shares outstanding - Class D 415,880 (415,880) (d)
Net asset value and offering price per
share - Class D $ 13.76
Net Assets - Institutional Class $ 89,454,950 $ 89,454,950
Shares outstanding - Institutional Class 8,147,207 8,147,207
Net asset value and offering price per
share - Institutional Class $ 10.98 $ 10.98
INVESTMENT AT COST $ 217,732,089 $ 405,442,630 $ 623,174,719
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - California Tax-Free Bond Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California Tax-Free
Overland Express Stagecoach Bond Fund
California Tax-Free California Tax-Free Pro Forma Pro Forma
Bond Fund Bond Fund Adjustments Combined
--------------------- ------------------------ --------------- ---------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 14,091,728 $ 23,566,730 $ 37,658,458
Total Investment Income 14,091,728 23,566,730 37,658,458
Expenses:
Advisory fees 1,207,296 2,042,273 3,249,569
Administration fees 312,363 174,992 (208,977) (b) 278,378
Custody fees 43,238 71,672 (1,224) (b) 113,686
Shareholder servicing fees 15,778 1,212,237 713,797 (b) 1,941,812
Portfolio accounting fees 110,185 143,674 (61,500) (b) 192,359
Transfer agency fees 282,056 330,786 612,842
Distribution fees 31,805 452,522 134,750 (b) 619,077
Amortization of organization expenses 1,170 2,532 (457) (e) 3,245
Legal and audit fees 16,488 70,906 (11,542) (b) 75,852
Registration fees 3,289 60,678 (2,631) (b) 61,336
Directors' fees 4,719 4,821 9,540
Shareholder reports 35,590 56,189 (28,472) (b) 63,307
Other 23,942 70,155 94,097
Total Expenses 2,087,919 4,693,437 533,744 7,315,100
Less:
Waived fees and reimbursed expenses (286,561) (1,630,630) (533,744) (2,450,935)
NET EXPENSES 1,801,358 3,062,807 4,864,165
NET INVESTMENT INCOME 12,290,370 20,503,923 32,794,293
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain on sale of investments 975,214 1,907,353 2,882,567
Net change in unrealized appreciation
of investments 6,329,954 10,202,392 16,532,346
NET GAIN ON INVESTMENTS 7,305,168 12,109,745 19,414,913
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 19,595,538 $ 32,613,668 $ 52,209,206
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(f) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - California Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California
Stagecoach Tax-Free
California Money Market
Overland Express Tax-Free Mutual Fund
California Tax-Free Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
-------------------- ----------------- ------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 403,037,419 $ 1,407,913,633 $ 1,810,951,052
Cash 45,810,755 3,694,384 49,505,139
Receivables:
Dividends and interest 3,011,219 10,303,872 13,315,091
Investment securities sold 20,000,000 71,985,000 91,985,000
Prepaid expenses 5,832 16,899 22,731
Total Assets 471,865,225 1,493,913,788 1,965,779,013
LIABILITIES
Payables:
Investment securities purchased 40,715,770 139,934,679 180,650,449
Distribution to shareholders 1,065,215 3,360,671 4,425,886
Due to sponsor and distributor 469,644 433,665 903,309
Due to adviser 188,092 742,431 930,523
Other 54,382 103,656 158,038
Total Liabilities 42,493,103 144,575,102 187,068,205
TOTAL NET ASSETS $ 429,372,122 $ 1,349,338,686 $ 1,778,710,808
NET ASSETS CONSIST OF:
Paid-in capital $ 429,435,894 $ 1,349,522,963 $ 1,778,958,857
Undistributed net realized gain(loss)
on investments (63,772) (184,277) (248,049)
TOTAL NET ASSETS $ 429,372,122 $1,349,338,686 $ 1,778,710,808
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets $ 429,372,122 $ 1,349,338,686 $ 1,778,710,808
Shares outstanding 429,435,202 1,349,528,462 1,778,963,664
Net asset value and offering price per share $ 1.00 $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - California Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
California Tax-Free
Stagecoach Money Market
Overland Express California Tax-Free Mutual Fund
California Tax-Free Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
-------------------- -------------------- ------------- ---------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 12,913,058 $ 44,109,761 $ 57,022,819
Total Investment Income 12,913,058 44,109,761 57,022,819
Expenses:
Advisory fees 1,671,875 6,343,902 196,541 (a) 8,212,318
Administration fees 243,017 545,747 (84,841)(a) 703,923
Custody fees 69,799 220,235 (3,697)(a) 286,337
Shareholder servicing fees 0 3,806,341 1,121,050 (a) 4,927,391
Portfolio accounting fees 135,718 315,166 (61,500)(a) 389,384
Transfer agency fees 185,833 1,010,330 1,196,163
Distribution fees 0 306,849 186,842 (a) 493,691
Amortization of organization expenses 0 2,560 2,560
Legal and audit fees 50,765 86,241 (35,536)(a) 101,470
Registration fees 1,899 199,523 (1,519)(a) 199,903
Directors' fees 5,247 4,648 9,895
Shareholder reports 275 132,326 (220)(a) 132,381
Other 51,669 95,931 147,600
Total Expenses 2,416,097 13,069,799 1,317,120 16,803,016
Less:
Waived fees and reimbursed expenses (77,042) (4,822,133) (1,317,120) (6,216,295)
NET EXPENSES 2,339,055 8,247,666 10,586,721
NET INVESTMENT INCOME 10,574,003 35,862,095 46,436,098
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investment (5,106) (139,356) (144,462)
NET GAIN(LOSS) ON INVESTMENTS (5,106) (139,356) (144,462)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 10,568,897 $ 35,722,739 $ 46,291,636
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to pro forma financial statements.
(a) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
<PAGE>
Stagecoach Funds - National Tax-Free Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National
Overland Express Stagecoach Tax-Free Fund
Municipal National Pro Forma Pro Forma
Income Fund Tax-Free Fund Adjustments Combined
----------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 48,943,823 $ 11,311,884 $ 60,255,707
Cash 1,240 1,173 2,413
Receivables:
Dividends and interest 815,373 208,695 1,024,068
Fund shares sold 0 248,250 248,250
Due from Wells Fargo Bank/Stephens Inc. 0 4,896 4,099 (e) 8,995
Organization expenses, net of amortization 4,099 1,783 (4,099) (e) 1,783
Prepaid expenses 514 15,002 15,516
Total Assets 49,765,049 11,791,683 61,556,732
LIABILITIES
Payables:
Distribution to shareholders 212,174 45,547 257,721
Fund shares redeemed 1,707 0 1,707
Due to sponsor and distributor 47,194 196 47,390
Due to advisor 18,534 0 18,534
Other 118,000 30,561 148,561
Total Liabilities 397,609 76,304 473,913
TOTAL NET ASSETS $ 49,367,440 $ 11,715,379 $ 61,082,819
NET ASSETS CONSIST OF:
Paid-in capital $ 50,688,690 $ 11,495,462 $ 62,184,152
Undistributed net realized gain(loss)
on investments (4,016,248) (20,714) (4,036,962)
Net unrealized appreciation
of investments 2,694,998 240,631 2,935,629
TOTAL NET ASSETS $ 49,367,440 $ 11,715,379 $ 61,082,819
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 40,762,763 $ 4,452,314 $ 45,215,077
Shares outstanding - Class A 3,780,372 287,223 (1,151,184) (a) 2,916,411
Net asset value per share - Class A $ 10.78 $ 15.50 $ 15.50
Maximum offering price per share - Class A(1) $ 11.11 $ 16.23 $ 16.23
Net Assets - Class B $ 229,429 $ 229,429
Shares outstanding - Class B 22,441 22,441
Net asset value and offering price per
share - Class B $ 10.22 $ 10.22
Net Assets - Class C 8,604,677 (f) $ 8,604,677
Shares outstanding - Class C 841,836 (a),(c) 841,836
Net asset value and offering price per
share - Class C $ 10.22
Net Assets - Class D 8,604,677 (8,604,677)(f)
Shares outstanding - Class D 589,285 (589,285)(d)
Net asset value and offering price per
share - Class D $ 14.60
Net Assets - Institutional Class $ 7,033,636 $ 7,033,636
Shares outstanding - Institutional Class 453,899 453,899
Net asset value and offering price per
share - Institutional Class $ 15.50 $ 15.50
INVESTMENT AT COST $ 46,248,825 $ 11,071,253 $ 57,320,078
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - National Tax-Free Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National
Overland Express Stagecoach Tax-Free Fund
Municipal National Pro Forma Pro Forma
Income Fund Tax-Free Fund Adjustments Combined
---------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 3,491,421 $ 631,484 $ 4,122,905
Total Investment Income 3,491,421 631,484 4,122,905
Expenses:
Advisory fees 274,090 60,491 334,581
Administration fees 53,674 8,920 (23,141)(b) 39,453
Custody fees 9,744 2,144 (160)(b) 11,728
Shareholder servicing fees 25,127 23,572 115,937 (b) 164,636
Portfolio accounting fees 56,329 38,523 (35,009)(b) 59,843
Transfer agency fees 91,377 10,978 (35,644)(b) 66,711
Distribution fees 119,696 2,152 (21,240)(b) 100,608
Amortization of organization expenses 3,725 18,640 374 (e) 22,739
Legal and audit fees 28,486 24,655 (19,940)(b) 33,201
Registration fees 35,591 20,003 (28,473)(b) 27,121
Directors' fees 4,992 7,913 12,905
Shareholder reports 39,765 15,844 (31,812)(b) 23,797
Other 16,101 8,381 24,482
Total Expenses 758,697 242,216 (79,108) 921,805
Less:
Waived fees and reimbursed expenses (248,200) (197,980) 79,108 (367,072)
NET EXPENSES 510,497 44,236 554,733
NET INVESTMENT INCOME 2,980,924 587,248 3,568,172
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments (210,605) 28,607 (181,998)
Net change in unrealized appreciation
of investments 1,358,800 102,487 1,461,287
NET GAIN ON INVESTMENTS 1,148,195 131,094 1,279,289
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 4,129,119 $ 718,342 $ 4,847,461
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(f) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - National Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National
Tax-Free
Overland Express Stagecoach Money Market
National Tax-Free National Tax-Free Mutual Fund
Institutional Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
------------------ ------------------ ------------ --------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 89,821,675 $ 20,685,747 $ 110,507,422
Receivables:
Dividends and interest 169,264 95,663 264,927
Due from Wells Fargo Bank/Stephens Inc. 1,753 0 31,951 (b) 33,704
Organization expenses, net of amortization 31,951 29,585 (31,951)(b) 29,585
Prepaid expenses 1,024 42,631 43,655
Total Assets 90,025,667 20,853,626 110,879,293
LIABILITIES
Payables:
Distribution to shareholders 167,781 79,611 247,392
Due to sponsor and distributor 943 4,500 5,443
Due to advisor 0 4,815 4,815
Other 13,333 26,302 39,635
Total Liabilities 182,057 115,228 297,285
TOTAL NET ASSETS $ 89,843,610 $ 20,738,398 $ 110,582,008
NET ASSETS CONSIST OF:
Paid-in capital $ 89,849,961 $ 20,738,834 $ 110,588,795
Undistributed net realized gain(loss)
on investments (6,351) (436) (6,787)
TOTAL NET ASSETS $ 89,843,610 $ 20,738,398 $ 110,582,008
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 20,738,398 $ 20,738,398
Shares outstanding - Class A 20,738,354 20,738,354
Net asset value and offering price per share - Class A $ 1.00 $ 1.00
Net Assets - Institutional Class $ 89,843,610 $ 89,843,610
Shares outstanding - Institutional Class 89,850,442 89,850,442
Net asset value and offering price per
share - Institutional Class $ 1.00 $ 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - National Tax-Free Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
National Tax-Free
Overland Express Stagecoach Money Market
National Tax-Free National Tax-Free Mutual Fund
Institutional Money Market Pro Forma Pro Forma
Money Market Fund Mutual Fund Adjustments Combined
------------------ ------------------ ------------ ------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest allocated from Master Portfolio $ 2,289,074 $ 547,337 $ 2,836,411
Net expenses allocated from Master Portfolio (169,330) (35,230) (204,560)
Total Investment Income 2,119,744 512,107 2,631,851
Expenses:
Administration fees 34,180 8,832 43,012
Shareholder servicing fees 0 38,513 136,347 (a) 174,860
Transfer agency fees 8,889 15,406 24,295
Distribution fees 0 7,702 7,702
Amortization of organization expenses 6,222 10,471 25,729 (b) 42,422
Legal and audit fees 28,008 23,039 (23,926) (a) 27,121
Registration fees 34,077 37,383 (4,978) (a) 66,482
Directors' fees 4,606 4,606 9,212
Shareholder reports 11,472 27,172 (27,262) (a) 11,382
Other 2,668 2,631 5,299
Total Expenses 130,122 175,755 105,910 411,787
Less:
Waived fees and reimbursed expenses (63,050) (107,898) (105,910) (276,858)
Additional waived fees
NET EXPENSES 67,072 67,857 134,929
NET INVESTMENT INCOME 2,052,672 444,250 2,496,922
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investment (4,291) (274) (4,565)
NET GAIN(LOSS) ON INVESTMENTS (4,291) (274) (4,565)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,048,381 $ 443,976 $ 2,492,357
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(b) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
<PAGE>
Statement of Assets and Liabilities
June 30, 1997
<TABLE>
<CAPTION>
Tax-Free
Money Market
Master Portfolio
----------------
<S> <C>
ASSETS
Investments:
In securities, at market value and identified cost $107,210,504
Cash 5,054,950
Receivables:
Dividends and Interest 528,689
Due from co-administrator 18,797
Organizational expenses, net of amortization 3,654
Prepaid expenses 11,312
Total Assets 112,827,906
LIABILITIES
Payables:
Investment securities purchased 2,012,480
Distribution to shareholders 264,927
Due to advisor 32,654
Other 10,423
Total Liabilities 2,320,484
TOTAL NET ASSETS $110,507,422
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Statement of Operations
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Tax-Free
Money Market
Master Portfolio
----------------
<S> <C>
INVESTMENT INCOME
Interest $ 2,836,411
Total Investment Income 2,836,411
Expenses:
Advisory fees 244,739
Custody fees 2,118
Portfolio accounting fees 11,141
Amortization of organization expenses 1,187
Legal and audit fees 16,716
Total Expenses 275,901
Less:
Waived fees and reimbursed expenses (71,341)
NET EXPENSES 204,560
NET INVESTMENT INCOME 2,631,851
Net realized gain(loss) on sale of investments (4,565)
NET GAIN(LOSS) ON INVESTMENTS (4,565)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,627,286
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Prime Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Prime Money
Overland Express Stagecoach Market Mutual Fund
Money Market Prime Money Pro Forma Pro Forma
Fund Market Mutual Fund Adjustments Combined
----------------- -------------------- ------------- ------------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 1,274,670,553 $ 1,386,407,641 $ 2,661,078,194
Cash 1,926 2,046 3,972
Receivables:
Dividends and interest 5,093,046 11,043,366 16,136,412
Due from Wells Fargo Bank/Stephens Inc. 0 0 24,773 (d) 24,773
Organization expenses, net of amortization 24,773 34,509 (24,773)(d) 34,509
Prepaid expenses 167,039 206,558 373,597
Total Assets 1,279,957,337 1,397,694,120 2,677,651,457
LIABILITIES
Payables:
Distribution to shareholders 4,712,430 5,874,316 10,586,746
Due to sponsor and distributor 307,698 91,932 399,630
Due to adviser 334,188 389,960 724,148
Other 18,498 284,045 302,543
Total Liabilities 5,372,814 6,640,253 12,013,067
TOTAL NET ASSETS $ 1,274,584,523 $ 1,391,053,867 $ 2,665,638,390
NET ASSETS CONSIST OF:
Paid-in capital $ 1,274,649,212 $ 1,391,216,091 $ 2,665,865,303
Undistributed net realized gain(loss)
on investments (64,689) (162,224) (226,913)
TOTAL NET ASSETS $ 1,274,584,523 $ 1,391,053,867 $ 2,665,638,390
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 589,281,220 $ 252,924,734 $ 842,205,954
Shares outstanding - Class A 589,354,186 253,017,070 842,371,256
Net asset value and offering price per share - Class A $ 1.00 $ 1.00 $ 1.00
Net assets - Administrative Class 685,303,303 (e) $ 685,303,303
Shares outstanding - Administrative Class 685,294,984 (a) 685,294,984
Net asset value and offering price per share
- Administrative Class $ 1.00
Net Assets - Institutional Class $ 685,303,303 $ 523,177,374 (685,303,303)(e) $ 523,177,374
Shares outstanding - Institutional Class 685,294,984 523,315,079 (685,294,984)(c) 523,315,079
Net asset value and offering price per share
- Institutional Class $ 1.00 $ 1.00 $ 1.00
Net Assets - Service Class $ 614,951,759 $ 614,951,759
Shares outstanding - Service Class 615,130,035 615,130,035
Net asset value and offering price per share
- Service Class $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Prime Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Prime Money
Overland Express Stagecoach Market Mutual Fund
Money Market Prime Money Pro Forma Pro Forma
Fund Market Mutual Fund Adjustments Combined
-------------------- -------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 64,312,240 $ 80,984,369 $ 145,296,609
Total Investment Income 64,312,240 80,984,369 145,296,609
Expenses:
Advisory fees 2,922,764 4,045,831 6,968,595
Administration fees 1,093,766 886,641 (459,689) (b) 1,520,718
Custody fees 200,889 199,781 (2,596) (b) 398,074
Shareholder servicing fees 0 2,609,639 2,205,247 (b) 4,814,886
Portfolio accounting fees 295,126 285,626 (61,500) (b) 519,252
Transfer agency fees 220,951 442,236 243,989 (b) 907,176
Distribution fees 1,110,740 137,876 (894,980) (b) 353,636
Amortization of organization expenses 8,120 20,128 16,653 (d) 44,901
Legal and audit fees 105,611 32,462 (73,928) (b) 64,145
Registration fees 45,915 173,551 (36,732) (b) 182,734
Directors' fees 4,631 4,673 9,304
Shareholder reports 34,121 24,122 (27,297) (b) 30,946
Other 10,373 112,046 122,419
Total Expenses 6,053,007 8,974,612 909,167 15,936,786
Less:
Waived fees and reimbursed expenses (281,546) (3,116,095) (909,167) (4,306,808)
NET EXPENSES 5,771,461 5,858,517 11,629,978
NET INVESTMENT INCOME 58,540,779 75,125,852 133,666,631
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments 18,917 (59,137) (40,220)
NET GAIN(LOSS) ON INVESTMENTS 18,917 (59,137) (40,220)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 58,559,696 $ 75,066,715 $ 133,626,411
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) Reflects retired shares of respective Overland Portfolio.
(d) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(e) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - Strategic Growth Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Strategic Growth
Overland Express Stagecoach Fund
Strategic Growth Aggressive Growth Pro Forma Pro Forma
Fund Fund Adjustments Combined
----------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In master portfolio $ 164,806,507 $ 55,494,763 $ 220,301,270
Receivables:
Fund shares sold 24,329 82,746 107,075
Due from Wells Fargo Bank/Stephens Inc. 13,350 (e) 13,350
Organization expenses, net of amortization 13,350 65,780 (13,350)(e) 65,780
Prepaid expenses 6,536 850 7,386
Total Assets 164,850,722 55,644,139 220,494,861
LIABILITIES
Payables:
Fund shares redeemed 384,713 11,892 396,605
Due to sponsor and distributor 138,169 92,966 231,135
Due to advisor 22,867 18,329 41,196
Other 329,857 170,948 (75,721)(b) 425,084
Total Liabilities 875,606 294,135 1,094,020
TOTAL NET ASSETS $ 163,975,116 $ 55,350,004 $ 219,400,841
NET ASSETS CONSIST OF:
Paid-in capital $ 143,452,796 $ 56,090,083 $ 199,542,879
Undistributed(overdistributed) net investment income (964,819) (380,031) 75,721 (b) (1,269,129)
Undistributed net realized gain(loss)
on investments 13,611,900 (8,169,583) 5,442,317
Net unrealized appreciation
of investments 7,875,239 7,809,535 15,684,774
TOTAL NET ASSETS $ 163,975,116 $ 55,350,004 $ 219,400,841
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 121,541,608 $ 37,050,273 54,754 (b) $ 158,646,635
Shares outstanding - Class A 6,576,940 1,991,139 (45,943)(a) 8,522,136
Net asset value per share - Class A $ 18.48 $ 18.61 $ 18.62
Maximum offering price per share - Class A $ 19.35 $ 19.64 $ 19.65
Net Assets - Class B $ 18,299,731 6,315 (b) $ 18,306,046
Shares outstanding - Class B 803,861 803,861
Net asset value and offering price per
share - Class B $ 22.76 $ 22.77
Net Assets - Class C 42,448,160 (b),(f) $ 42,448,160
Shares outstanding - Class C 1,864,510 (a),(c) 1,864,510
Net asset value and offering price per
share - Class C $ 22.77
Net Assets - Class D $ 42,433,508 (42,433,508)(f)
Shares outstanding - Class D 1,878,541 (1,878,541)(d)
Net asset value and offering price per
share - Class D $ 22.59
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Strategic Growth Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Strategic Growth
Overland Express Stagecoach Fund
Strategic Growth Aggressive Growth Pro Forma Pro Forma
Fund Fund Adjustments Combined
------------------ ------------------ ------------ -------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME (LOSS)
Dividends allocated from Master Portfolio $ 164,857 $ 45,933 $ 210,790
Interest allocated from Master Portfolio 345,413 96,239 441,652
Expenses allocated from Master Portfolio (956,742) (266,568) (1,223,310)
Total Investment Income (loss) (446,472) (124,396) (570,868)
Expenses:
Administration fees 230,115 19,124 (160,823) (b) 88,416
Shareholder servicing fees 123,343 110,038 285,746 (b) 519,127
Transfer agency fees 190,783 27,619 218,402
Distribution fees 654,108 143,401 (169,293) (b) 628,216
Amortization of organization expenses 14,866 11,679 50,914 (e) 77,459
Legal and audit fees 42,300 32,147 (29,610) (b) 44,837
Registration fees 53,283 36,600 (42,626) (b) 47,257
Directors' fees 2,673 4,490 7,163
Shareholder reports 79,546 60,826 (63,637) (b) 76,735
Other 4,823 81 4,904
Total Expenses 1,395,840 446,005 (129,329) 1,712,516
Less:
Waived fees and reimbursed expenses (8,378) (45,230) 53,608 0
NET EXPENSES 1,387,462 400,775 1,712,516
NET INVESTMENT INCOME (1,833,934) (525,171) (2,283,384)
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments 7,689,918 (6,944,860) 745,058
Net change in unrealized appreciation
(depreciation) of investments (13,304,293) 6,547,206 (6,757,087)
NET GAIN(LOSS) ON INVESTMENTS (5,614,375) (397,654) (6,012,029)
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (7,448,309) $ (922,825) $ (8,295,413)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(f) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Statement of Assets and Liabilities
June 30, 1997
<TABLE>
<CAPTION>
Capital
Appreciation
Master Portfolio
--------------------
<S> <C>
ASSETS
Investments:
In securities, at market value (see cost below) $ 221,671,265
Cash 151,394
Receivables:
Dividends and Interest 1,200
Investment securities sold 2,299,061
Prepaid expenses and Other Assets 376,372
Total Assets 224,499,292
LIABILITIES
Payables:
Investment securities purchased 4,101,759
Due to advisor 83,387
Other 12,876
Total Liabilities 4,198,022
TOTAL NET ASSETS $ 220,301,270
INVESTMENT AT COST $ 207,219,692
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Statement of Operations
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Capital
Appreciation
Master Portfolio
----------------
<S> <C>
INVESTMENT INCOME
Dividends $ 210,790
Interest 441,652
Total Investment Income 652,442
Expenses:
Advisory fees 1,037,401
Custody fees 52,353
Portfolio accounting fees 103,220
Legal and audit fees 10,295
Other 20,041
Total Expenses 1,223,310
Less:
Waived fees and reimbursed expenses 0
Net Expenses 1,223,310
NET INVESTMENT INCOME(LOSS) (570,868)
REALIZED AND UNREALIZED GAIN(LOSS) ON
INVESTMENTS
Net realized gain(loss) on sale of investments 745,058
Net change in unrealized appreciation
(depreciation) of investments (6,756,661)
NET GAIN(LOSS) ON INVESTMENTS (6,011,603)
NET INCREASE(DECREASE) IN ASSETS
RESULTING FROM OPERATIONS $(6,582,471)
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Treasury Money Market Mutual Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Treasury
Stagecoach Money Market
Overland Express Treasury Mutual Fund
U.S. Treasury Money Money Market Pro Forma Pro Forma
Market Fund Mutual Fund Adjustments Combined
------------------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value and identified cost $ 472,411,879 $ 1,916,757,439 $ 2,389,169,318
Cash 0 1,060 1,060
Receivables:
Dividends and interest 1,550,291 15,700,887 17,251,178
Due from Wells Fargo Bank/Stephens Inc. 7,825 (d) 7,825
Organization expenses, net of amortization 7,825 103,799 (7,825) (d) 103,799
Prepaid expenses 49,031 464,320 513,351
Total Assets 474,019,026 1,933,027,505 2,407,046,531
LIABILITIES
Cash overdraft due to custodian 7,622 0 7,622
Payables:
Distribution to shareholders 1,903,425 6,280,580 8,184,005
Due to sponsor and distributor 278,327 559,896 838,223
Due to adviser 138,315 832,380 970,695
Other 25,689 437,085 462,774
Total Liabilities 2,353,378 8,109,941 10,463,319
TOTAL NET ASSETS $ 471,665,648 $ 1,924,917,564 $ 2,396,583,212
NET ASSETS CONSIST OF:
Paid-in capital $ 471,622,679 $ 1,924,850,964 $ 2,396,473,643
Undistributed net realized gain
on investments 42,969 66,600 109,569
TOTAL NET ASSETS $ 471,665,648 $ 1,924,917,564 $ 2,396,583,212
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 294,130,493 $ 69,165,074 $ 363,295,567
Shares outstanding - Class A 294,119,766 69,184,303 363,304,069
Net asset value and offering price per share - Class A $ 1.00 $ 1.00 $ 1.00
Net Assets - Administrative Class 177,535,155 (e) $ 177,535,155
Shares outstanding - Administrative Class 177,506,276 (a) 177,506,276
Net asset value and offering price
per share - Administrative Class $ 1.00
Net Assets - Class E $ 983,624,334 $ 983,624,334
Shares outstanding - Class E 983,593,210 983,593,210
Net asset value and offering price per share - Class E $ 1.00 $ 1.00
Net Assets - Institutional Class $ 177,535,155 $ 501,791,577 (177,535,155) (e) $ 501,791,577
Shares outstanding - Institutional Class 177,506,276 501,902,153 (177,506,276) (c) 501,902,153
Net asset value and offering price per share -
Institutional Class $ 1.00 $ 1.00 $ 1.00
Net Assets - Service Class $ 370,336,579 $ 370,336,579
Shares outstanding - Service Class 370,336,030 370,336,030
Net asset value and offering price per share - Service
Class $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - Treasury Money Market Mutual Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Treasury
Stagecoach Money Market
Overland Express Treasury Mutual Fund
U.S. Treasury Money Money Market Pro Forma Pro Forma
Market Fund Mutual Fund Adjustments Adjustments
-------------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 23,972,817 $ 101,857,211 $ 125,830,028
Total Investment Income 23,972,817 101,857,211 125,830,028
Expenses:
Advisory fees 1,145,958 4,980,154 6,126,112
Administration fees 427,470 1,111,255 (178,336)(b) 1,360,389
Custody fees 82,221 268,955 (2,623)(b) 348,553
Shareholder servicing fees 0 3,651,693 992,454 (b) 4,644,147
Portfolio accounting fees 153,103 325,536 (61,500)(b) 417,139
Transfer agency fees 159,626 456,980 120,210 (b) 736,816
Distribution fees 746,465 546,846 (595,931)(b) 697,380
Amortization of organization expenses 10,359 23,033 (2,534)(d) 30,858
Legal and audit fees 45,452 37,964 (31,816)(b) 51,600
Registration fees 40,814 337,816 (32,651)(b) 345,979
Directors' fees 3,494 8,293 11,787
Shareholder reports 16,971 18,181 (13,577)(b) 21,575
Other 14,892 46,445 61,337
Total Expenses 2,846,825 11,813,151 193,696 14,853,672
Less:
Waived fees and reimbursed expenses (271,373) (4,137,977) (193,696) (4,603,046)
NET EXPENSES 2,575,452 7,675,174 10,250,626
NET INVESTMENT INCOME 21,397,365 94,182,037 115,579,402
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Net realized gain on sale of investments 72,065 75,441 147,506
NET GAIN ON INVESTMENTS 72,065 75,441 147,506
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 21,469,430 $ 94,257,478 $ 115,726,908
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) Reflects retired shares of respective Overland Portfolio.
(d) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(e) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
Stagecoach Funds - U.S. Government Income Fund
Pro Forma Combining Statement of Assets and Liabilities (Unaudited)
June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
U.S. Government
Overland Express Income Fund
U.S. Government Stagecoach Pro Forma Pro Forma
Income Fund Ginnie Mae Fund Adjustments Combined
----------------- ---------------- ------------ ----------------
<S> <C> <C> <C> <C>
ASSETS
Investments:
In securities, at market value(see cost below) $ 81,674,025 $ 165,832,832 $ 247,506,857
Cash 80,853 1,281 82,134
Receivables:
Dividends and interest 650,903 1,060,921 1,711,824
Fund shares sold 0 58,699 58,699
Investment securities sold 12,166 0 12,166
Due from Wells Fargo Bank/Stehpens Inc. 4,085 (e) 4,085
Organization expenses, net of amortization 4,085 7,442 (4,085) (e) 7,442
Prepaid expenses 17,260 25,451 42,711
Total Assets 82,439,292 166,986,626 249,425,918
LIABILITIES
Payables:
Investment securities purchased 0 7,135,625 7,135,625
Distribution to shareholders 410,703 833,586 1,244,289
Fund shares redeemed 3,919 43,862 47,781
Due to sponsor and distributor 4,129 127,376 131,505
Due to adviser 48,185 86,731 134,916
Other 120,932 21,522 142,454
Total Liabilities 587,868 8,248,702 8,836,570
TOTAL NET ASSETS $ 81,851,424 $ 158,737,924 $ 240,589,348
NET ASSETS CONSIST OF:
Paid-in capital $ 84,689,606 $ 176,973,618 $ 261,663,224
Undistributed net realized gain(loss)
on investments (3,356,486) (18,204,043) (21,560,529)
Net unrealized appreciation(depreciation)
of investments 518,304 (31,651) 486,653
TOTAL NET ASSETS $ 81,851,424 $ 158,737,924 $ 240,589,348
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 80,058,438 $ 128,127,261 $ 208,185,699
Shares outstanding - Class A 7,944,381 11,957,442 (474,291) (a) 19,427,532
Net asset value per share - Class A $ 10.08 $ 10.72 $ 10.72
Maximum offering price per share - Class A $ 10.55 $ 11.23 $ 11.23
Net Assets - Class B $ 22,850,026 $ 22,850,026
Shares outstanding - Class B 2,167,007 2,167,007
Net asset value and offering price per
share - Class B $ 10.54 $ 10.54
Net Assets - Class C 1,792,986 (f) 1,792,986
Shares outstanding - Class C 170,054 (a),(c) 170,054
Net asset value and offering price per
share - Class C $ 10.54
Net Assets - Class D $ 1,792,986 (1,792,986)(f)
Shares outstanding - Class D 130,165 (130,165)(d)
Net asset value and offering price per
share - Class D $ 13.77
Net Assets - Institutional Class $ 7,760,637 $ 7,760,637
Shares outstanding - Institutional Class 501,561 501,561
Net asset value and offering price per
share - Institutional Class $ 15.47 $ 15.47
INVESTMENT AT COST $ 81,155,721 $ 165,864,483 $ 247,020,204
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
<PAGE>
Stagecoach Funds - U.S. Government Income Fund
Pro Forma Combining Statement of Operations (Unaudited)
For the Year Ended June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
U.S. Government
Overland Express Income Fund
U.S. Government Stagecoach Pro Forma Pro Forma
Income Fund Ginnie Mae Fund Adjustments Combined
------------------- ------------------- ---------------- --------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest $ 4,720,950 $ 13,298,695 $ 18,019,645
Total Investment Income 4,720,950 13,298,695 18,019,645
Expenses:
Advisory fees 337,100 857,737 1,194,837
Administration fees 62,162 68,529 (33,851)(b) 96,840
Custody fees 20,649 77,607 (4,662)(b) 93,594
Shareholder servicing fees 5,545 512,662 196,778 (b) 714,985
Portfolio accounting fees 65,469 95,731 (61,500)(b) 99,700
Transfer agency fees 84,162 233,195 317,357
Distribution fees 10,807 224,521 38,622 (b) 273,950
Amortization of organization expenses 3,497 2,698 588 (e) 6,783
Legal and audit fees 28,228 47,228 (19,760)(b) 55,696
Registration fees 68,508 57,209 (54,806)(b) 70,911
Directors' fees 4,996 5,002 9,998
Shareholder reports 40,172 25,693 (32,138)(b) 33,727
Other 23,188 44,855 68,043
Total Expenses 754,483 2,252,667 29,271 3,036,421
Less:
Waived fees and reimbursed expenses (134,913) (704,347) (29,271) (868,531)
NET EXPENSES 619,570 1,548,320 2,167,890
NET INVESTMENT INCOME 4,101,380 11,750,375 15,851,755
REALIZED AND UNREALIZED GAIN(LOSS)
ON INVESTMENTS
Net realized gain(loss) on sale of investments (542,722) 1,986,797 1,444,075
Net change in unrealized appreciation
of investments 973,336 3,663,998 4,637,334
NET GAIN ON INVESTMENTS 430,614 5,650,795 6,081,409
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 4,531,994 $ 17,401,170 $ 21,933,164
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to pro forma financial statements.
(a) Reflects new shares issued, net of retired shares of respective Overland
Portfolio.
(b) Reflects adjustment in expenses due to elimination of duplicate services
and/or effect of proposed contract rate.
(c) The Class C share's net asset value has been presented to be the same as
Class B.
(d) Reflects retired shares of respective Overland Portfolio.
(e) Wells Fargo Bank and Stephens Inc. will absorb the balance of unamortized
organizational costs from the non-surviving entity.
(f) Reflects proposed transfer of net assets as a result of the Consolidation.
<PAGE>
OVERLAND EXPRESS FUNDS, INC.
AND
STAGECOACH FUNDS, INC.
Notes to Pro Forma Financial Statements (Unaudited)
1. BASIS OF COMBINATION
The accompanying unaudited Pro Forma Combining Portfolio of Investments and
Statement of Assets and Liabilities and the Statement of Operations reflect the
accounts of Overland Express Funds, Inc. ("Overland") and Stagecoach Funds, Inc.
("Stagecoach") for the year ended June 30, 1997. These statements have been
derived from the annual and semi-annual reports of Overland and Stagecoach, and
the underlying accounting records of Stagecoach that were utilized in
calculating the daily net asset values for the three months ended June 30, 1997.
The pro forma statements give effect to the proposed transfer of the assets and
stated liabilities as follows:
<TABLE>
<CAPTION>
Existing Existing
Overland Fund Stagecoach Fund Combined Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
California Tax-Free Bond California Tax-Free Bond Stagecoach California Tax-Free Bond
California Tax-Free Money Market California Tax-Free Money Market Stagecoach California Tax-Free Money
Mutual Market Mutual
Money Market Prime Money Market Mutual Stagecoach Prime Money Market Mutual
Municipal Income National Tax-Free Stagecoach National Tax-Free
National Tax-Free Institutional National Tax-Free Money Market Mutual Stagecoach National Tax-Free Money
Money Market Market Mutual
Strategic Growth Aggressive Growth Stagecoach Strategic Growth
U.S. Government Income Ginnie Mae Stagecoach U.S. Government Income
U.S. Treasury Money Market Treasury Money Market Mutual Stagecoach Treasury Money Market Mutual
</TABLE>
The Stagecoach Funds are the surviving legal and accounting entities with the
following exceptions. In the case of the Stagecoach California Tax-Free Bond,
Stagecoach Strategic Growth and Stagecoach U.S. Government Income Funds, the
Overland Funds are the surviving accounting entities.
Under generally accepted accounting principles, the historical cost of the
investment securities will be carried forward to the surviving entity and the
results of operations of the Overland Funds (the "Overland Portfolios") for
pre-combination periods will not be restated. The pro forma combining statements
have been prepared based upon the proposed structure of the surviving Stagecoach
Funds (the "Funds") utilizing both historical and proposed fee data.
The Pro Forma Combining Portfolio of Investments, Statement of Assets and
Liabilities and Statement of Operations should be read in conjunction with the
historical financial statements of the Funds and Overland Portfolios
incorporated by reference in the Statement of Additional Information.
For the year ended June 30, 1997, the pro forma adjusted investment advisory
fees for the Funds , with the exception of the Prime Money Market Mutual, Ginnie
Mae and Treasury Money Market Mutual Funds, were computed based on the annual
rate of 0.50% of the average daily net assets. The Ginnie Mae Fund's advisory
fee
<PAGE>
was calculated at an annual rate of 0.50% of the first $250 million in average
daily net assets, 0.40% for the next $250 million and 0.30% of the average daily
net assets in excess of $500 million. The Prime Money Market Mutual and Treasury
Money Market Mutual Funds' advisory fee was calculated at an annual rate of
0.25% of each such Fund's average daily net assets. The advisory fees for the
National Tax-Free Money Market Mutual and the Aggressive Growth Funds were
accrued in the Tax-Free Money Market and Capital Appreciation Master Portfolios,
respectively, and were not adjusted for pro forma purposes.
The pro forma adjusted administration fees were calculated using the rates
applicable for two time periods: February 1, 1997 to June 30, 1997 and July 1,
1996 to January 31, 1997. For the period from February 1, 1997 to June 30, 1997
the pro forma adjusted administration fees were computed based on the annual
rate of 0.06% of the average daily net assets of the Funds. For the period from
July 1, 1996 to January 31, 1997, the pro forma adjusted administration fee was
computed based on the annual rate of 0.03% of the average daily net assets of
the California Tax-Free Bond, California Tax-Free Money Market Mutual,
Aggressive Growth and Ginnie Mae Funds, and 0.05% of the average daily net
assets of the Prime Money Market Mutual, National Tax-Free, National Tax-Free
Money Market Mutual and Treasury Money Market Mutual Funds.
The pro forma adjusted transfer agency fees for the Prime Money Market Mutual,
National Tax-Free and Treasury Money Market Mutual Funds were calculated using
the rates applicable for the same two time periods as stated above for
administration fees. For the period from February 1, 1997 to June 30, 1997 the
pro forma adjusted transfer agency fees were computed based on the annual rate
of 0.14% of the average daily net assets attributable to the Class A, B and C,
shares of the National Tax-Free Fund, 0.10% of the average daily net assets
attributable to the Class A shares of the Prime Money Market Mutual and Treasury
Money Market Mutual Funds, 0.06% of the average daily net assets attributable to
the Institutional Class shares of the National Tax-Free Fund, 0.02% of the
average daily net assets attributable to the Administrative Class, Institutional
Class, and Service Class shares of the Prime Money Market Mutual and Treasury
Money Market Mutual Funds and 0.02% of the average net assets attributable to
the Class E shares of the Treasury Money Market Mutual Fund. For the period from
July 1, 1996 to January 31, 1997, the pro forma adjusted transfer agency fees
were computed based on the annual rates of 0.07%, 0.02%, 0.02% and 0.04% of the
average daily net assets attributable to the Class A, Administrative Class,
Institutional Class and Service Class shares, respectively, of the Prime Money
Market Mutual and Treasury Money Market Mutual Funds, and 0.07% of the average
daily net assets of each of the classes of the National Tax-Free Fund.
Stagecoach has adopted Distribution Plans pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, whereby the Funds may receive
compensation and/or defray all or part of the cost of preparing, printing and
distributing prospectuses and other promotional materials by paying a monthly
fee on an annual basis of up to 0.05% of the average daily net assets for the
Class A shares of the Funds, with the following exceptions. The Aggressive
Growth Fund pays a monthly fee at an annual rate of up to 0.10% of the average
daily net assets for its Class A shares, and the Ginnie Mae and California
Tax-Free Bond Funds, in their respective Class A share Distribution Plans, may
pay as reimbursement only, a monthly fee at an annual rate of up to 0.05% of the
average daily net assets attributable to their Class A shares. The Distribution
Plans for the Class B and C shares provide that the Funds may pay as
reimbursement or compensation for distribution related services, a monthly fee
at an annual rate of up to 0.70% of the average net assets attributable to the
Class B shares of the California Tax-Free Bond and Ginnie Mae Funds, up to 0.75%
of the average net assets attributable to the Class B shares of the National
Tax-Free and Aggressive Growth Funds and up to 0.75% of the average net assets
attributable to the Class C shares of the California Tax-Free Bond, National
Tax-Free, Aggressive Growth and Ginnie Mae Funds. The Class E Distribution Plan
for the Treasury Money Market Mutual Fund provides that the Fund may pay as
reimbursement or compensation for distribution related services, a monthly fee
at an annual rate of up to 0.25% of the Fund's average daily net assets
attributable to the Class E shares.
<PAGE>
The pro forma adjustments to custodian, accounting, legal and audit, and
registration fees reflect the estimated differences resulting from the single
surviving entity having a greater level of net assets and number of
shareholders, savings due to economies of scale and decreases in certain
expenses duplicated between the funds.
2. PORTFOLIO VALUATION
Investments in securities in the pro forma financial statements are valued in
accordance with the description of their respective prospectuses.
3. CAPITAL SHARES
The Pro Forma Combining Statement of Assets and Liabilities assumes the issuance
or reduction of shares of each of the Overland Portfolios merging into existing
Stagecoach Funds as if the reorganization had taken place on June 30, 1997, and
is based on the net asset value of the surviving legal entity. The Class C
shares' net asset value per share has been presented to be the same as that of
Class B for purposes of this pro forma. The pro forma number of shares of each
of the consolidated funds is as follows:
<TABLE>
<CAPTION>
Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma Pro Forma
Shares Shares Shares Shares Shares Shares Shares
Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding
Fund Class A Class B Class C Class E Administrative Institutional Service
Class Class Class
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stagecoach California 46,015,080 4,930,550 512,769 - - 8,147,207 -
Tax-Free Bond
Stagecoach California 1,778,963,664* - - - - - -
Tax-Free Money Market
Mutual
Stagecoach Prime Money 842,371,256 - - - 685,294,984 523,315,079 615,130,035
Market Mutual
Stagecoach National 2,916,411 22,441 841,836 - - 453,899 -
Tax-Free
Stagecoach National 20,738,354 - - - - 89,850,442 -
Tax-Free Money Market
Mutual
Stagecoach Strategic Growth 8,522,136 803,861 1,864,510 - - - -
Stagecoach U.S. Government 19,427,532 2,167,007 170,054 - - 501,561 -
Income
Stagecoach Treasury Money 363,304,069 - - 983,593,210 177,506,276 501,902,153 370,336,030
Market Mutual
</TABLE>
* Represents the single class shares of the Stagecoach California Tax-Free Money
Market Mutual Fund and has been listed under Class A shares for the purposes of
this table only.
4. INVESTMENT OBJECTIVE AND POLICIES
These statements do not reflect the effects of the proposed differing investment
objectives and policies of certain of the Funds and Overland Portfolios.
<PAGE>
PRO - FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH CALIFORNIA TAX-FREE
BOND FUND AND OVERLAND CALIFORNIA TAX-FREE BOND FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,000,000 ABAG Finance Authority for Nonprofit Corp CA Stanford University Hospital 5.50% 11/01/13 $0
1,000,000 ABAG Finance Authority for Nonprofit Corp CA State Insured 7.10 12/01/20 1,084,840
1,000,000 ABAG Finance Authority for Nonprofit Corp Stanford University Hospital MBIA Insured 5.25 11/01/20 947,170
1,000,000 Alameda CA USD AMBAC Insured 5.95 07/01/09 0
2,000,000 Alameda CA USD AMBAC Insured 6.05 07/01/11 1,049,250
2,000,000 Alameda County CA Public Facilities Corp COP 6.25 06/01/06 0
1,000,000 Alameda County CA Water District Revenue COP Water System Project MBIA Insured 6.20 06/01/13 1,041,280
3,620,000 Antioch CA Public FA Water Revenue Water Treatment Plant Project MBIA Insured 5.63 07/01/14 0
1,330,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 7.52! 09/01/06 0
1,430,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 7.37! 09/01/07 0
2,545,000 Bonita CA USD COP MBIA Insured 5.63 05/01/10 0
1,300,000 Burbank Glendale Pasadena Airport Authority CA Airport Revenue AMBAC Insured 6.40 06/01/10 0
1,000,000 California State DWR Central Valley Project Revenue 4.75 09/01/12 0
1,500,000 California State DWR Central Valley Project Revenue 5.00 12/01/12 0
400,000 California State DWR Central Valley Project Revenue Series F 6.00 12/01/11 0
5,000,000 California State DWR Central Valley Project Revenue Series J 6.00 12/01/07 0
1,830,000 California State DWR Central Valley Project Revenue Series L 5.75 12/01/13 0
4,550,000 California State DWR Central Valley Project Revenue Series L 5.75 12/01/14 3,589,689
2,300,000 California State DWR Central Valley Project Revenue Series M 5.00 12/01/15 2,134,722
3,235,000 California State DWR Central Valley Project Series O 4.75 12/01/17 0
2,000,000 California State EDFA Revenue Chapman College Refunding Pending 7.30 01/01/02 2,155,905
1,000,000 California State EDFA Revenue Claremont Colleges Pooled Facilities 6.38 05/01/22 1,025,590
350,000 California State EDFA Revenue Loyola Marymount University 6.00 10/01/14 355,541
710,000 California State EDFA Revenue Loyola Marymount University Series B 6.55 10/01/12 760,005
680,000 California State EDFA Revenue Mills College 6.70 09/01/05 0
50,000 California State EDFA Revenue Pomona College 6.13 02/15/08 0
1,000,000 California State EDFA Revenue Pomona College GO 5.60 12/01/14 0
3,200,000 California State EDFA Revenue Pomona College GO 6.00 02/15/17 0
2,235,000 California State EDFA Revenue St Mary's College 4.75 10/01/20 0
1,950,000 California State EDFA Revenue University of San Diego Project 6.50 10/01/08 1,295,568
1,000,000 California State EDFA Revenue University of San Francisco MBIA Insured 5.60 10/01/10 0
1,000,000 California State GO 4.75 09/01/11 0
3,000,000 California State GO AMBAC Insured 5.75 03/01/15 1,370,203
1,910,000 California State GO Eagles II Series 6 5.99! 04/01/10 0
3,000,000 California State GO MBIA Insured 6.00 10/01/10 0
405,000 California State HFA Home Mortgage Revenue AMT Series B Multiple Credit Enhancements 8.00 08/01/29 422,099
1,085,000 California State HFA Home Mortgage Revenue AMT Series D Multiple Credit Enhancements 7.75 08/01/10 1,148,114
285,000 California State HFA Home Mortgage Revenue AMT Series G Multiple Credit Enhancements 8.15 08/01/19 293,653
1,535,000 California State HFA Home Mortgage Revenue Series A Multiple Credit Enhancements 7.35 08/01/11 1,623,032
40,000 California State HFA Home Mortgage Revenue Series B FHA Collateralized 6.90 08/01/16 0
180,000 California State HFA Home Mortgage Revenue Series B MBIA Insured 6.90 08/01/16 0
355,000 California State HFA Home Mortgage Revenue Series B Multiple Credit Enhancements 7.25 08/01/10 372,686
110,000 California State HFA Home Mortgage Revenue Series F Multiple Credit Enhancements 7.75 08/01/08 112,760
300,000 California State HFA Home Mortgage Revenue Series G AMT Multiple Credit Enhancements 6.95 08/01/11 0
500,000 California State HFA Home Multi Unit Rental Mortgage Revenue Series B-II 6.70 08/01/15 0
500,000 California State HFA Home Multi-Unit Rental Mortgage Revenue Series C-II AMT 6.85 08/01/15 0
140,000 California State HFA Insured Housing Revenue AMT Series C MBIA Insured 7.00 08/01/23 147,001
2,825,000 California State HFA Multi-Unit Rental Housing Revenue Series A AMT 5.50 08/01/15 1,498,156
1,000,000 California State HFFA Episcopal Homes Foundation Project State Insured 7.75 07/01/18 1,024,790
400,000 California State HFFA Episcopal Homes Foundation Project State Insured 7.85 07/01/15 410,208
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,000,000 ABAG Finance Authority for Nonprofit Corp CA Stanford University Hospital $1,975,000 $1,975,000
1,000,000 ABAG Finance Authority for Nonprofit Corp CA State Insured 0 1,084,840
1,000,000 ABAG Finance Authority for Nonprofit Corp Stanford University Hospital MBIA Insured 0 947,170
1,000,000 Alameda CA USD AMBAC Insured 1,055,440 1,055,440
2,000,000 Alameda CA USD AMBAC Insured 1,049,250 2,098,500
2,000,000 Alameda County CA Public Facilities Corp COP 2,120,240 2,120,240
1,000,000 Alameda County CA Water District Revenue COP Water System Project MBIA Insured 0 1,041,280
3,620,000 Antioch CA Public FA Water Revenue Water Treatment Plant Project MBIA Insured 3,641,430 3,641,430
1,330,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 842,063 842,063
1,430,000 Arcadia CA USD Capital Appreciation Series A MBIA Insured 852,895 852,895
2,545,000 Bonita CA USD COP MBIA Insured 2,621,019 2,621,019
1,300,000 Burbank Glendale Pasadena Airport Authority CA Airport Revenue AMBAC Insured 1,372,059 1,372,059
1,000,000 California State DWR Central Valley Project Revenue 950,870 950,870
1,500,000 California State DWR Central Valley Project Revenue 1,425,270 1,425,270
400,000 California State DWR Central Valley Project Revenue Series F 406,064 406,064
5,000,000 California State DWR Central Valley Project Revenue Series J 5,429,300 5,429,300
1,830,000 California State DWR Central Valley Project Revenue Series L 1,855,712 1,855,712
4,550,000 California State DWR Central Valley Project Revenue Series L 1,011,180 4,600,869
2,300,000 California State DWR Central Valley Project Revenue Series M 0 2,134,722
3,235,000 California State DWR Central Valley Project Series O 2,906,065 2,906,065
2,000,000 California State EDFA Revenue Chapman College Refunding Pending 0 2,155,905
1,000,000 California State EDFA Revenue Claremont Colleges Pooled Facilities 0 1,025,590
350,000 California State EDFA Revenue Loyola Marymount University 0 355,541
710,000 California State EDFA Revenue Loyola Marymount University Series B 0 760,005
680,000 California State EDFA Revenue Mills College 746,212 746,212
50,000 California State EDFA Revenue Pomona College 53,302 53,302
1,000,000 California State EDFA Revenue Pomona College GO 993,750 993,750
3,200,000 California State EDFA Revenue Pomona College GO 3,265,728 3,265,728
2,235,000 California State EDFA Revenue St Mary's College 1,909,115 1,909,115
1,950,000 California State EDFA Revenue University of San Diego Project 809,730 2,105,298
1,000,000 California State EDFA Revenue University of San Francisco MBIA Insured 1,048,350 1,048,350
1,000,000 California State GO 957,840 957,840
3,000,000 California State GO AMBAC Insured 3,033,660 4,403,863
1,910,000 California State GO Eagles II Series 6 961,341 961,341
3,000,000 California State GO MBIA Insured 3,274,860 3,274,860
405,000 California State HFA Home Mortgage Revenue AMT Series B Multiple Credit Enhancements 0 422,099
1,085,000 California State HFA Home Mortgage Revenue AMT Series D Multiple Credit Enhancements 0 1,148,114
285,000 California State HFA Home Mortgage Revenue AMT Series G Multiple Credit Enhancements 0 293,653
1,535,000 California State HFA Home Mortgage Revenue Series A Multiple Credit Enhancements 0 1,623,032
40,000 California State HFA Home Mortgage Revenue Series B FHA Collateralized 40,450 40,450
180,000 California State HFA Home Mortgage Revenue Series B MBIA Insured 181,917 181,917
355,000 California State HFA Home Mortgage Revenue Series B Multiple Credit Enhancements 0 372,686
110,000 California State HFA Home Mortgage Revenue Series F Multiple Credit Enhancements 0 112,760
300,000 California State HFA Home Mortgage Revenue Series G AMT Multiple Credit Enhancements 317,589 317,589
500,000 California State HFA Home Multi Unit Rental Mortgage Revenue Series B-II 525,425 525,425
500,000 California State HFA Home Multi-Unit Rental Mortgage Revenue Series C-II AMT 525,285 525,285
140,000 California State HFA Insured Housing Revenue AMT Series C MBIA Insured 0 147,001
2,825,000 California State HFA Multi-Unit Rental Housing Revenue Series A AMT 1,189,013 2,687,169
1,000,000 California State HFFA Episcopal Homes Foundation Project State Insured 0 1,024,790
400,000 California State HFFA Episcopal Homes Foundation Project State Insured 0 410,208
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,000,000 California State HFFA Gould Medical Foundation Escrowed to Maturity 7.25 % 04/01/10 $1,086,770
1,250,000 California State HFFA Gould Medical Foundation Escrowed to Maturity 7.30 04/01/20 1,365,838
2,000,000 California State HFFA Revenue Catholic Healthcare West AMBAC Insured 5.75 07/01/15 2,020,200
1,000,000 California State HFFA Revenue Insured Health Facilities Valleycare
Series State Insured 6.50 05/01/05 1,078,500
1,500,000 California State HFFA Revenue Kaiser Permanente Series A 6.25 03/01/21 0
2,000,000 California State HFFA Revenue Scripps Memorial Hospital MBIA Insured 6.40 10/01/12 0
2,000,000 California State HFFA Revenue Scripps Research Institute 6.63 07/01/14 0
1,750,000 California State HFFA Revenue Small Insured Health Facilities
Series A 6.75 03/01/20 1,849,278
1,000,000 California State HFFA Revenue Special Episcopal Homes Mortgage 7.30 07/01/00 0
6,000,000 California State HFFA San Diego Hospital Association MBIA Insured 6.20 08/01/12 1,049,480
1,795,000 California State HFFA Scripps Memorial Hospital Series A MBIA Insured 6.25 10/01/13 0
1,000,000 California State Maritime Infrastructure Authority Revenue Port of
San Diego Project AMBAC Insured 5.25 11/01/15 947,500
2,500,000 California State PCFA Pacific Gas & Electric Co AMT 6.35 06/01/09 0
1,445,000 California State PCFA Pacific Gas & Electric Co AMT 6.63 06/01/09 0
1,000,000 California State PCFA Resource Recovery Revenue Waste Management
AMT Series A 7.15 02/01/11 1,081,250
1,000,000 California State PCFA San Diego Gas & Electric Co AMT 6.80 06/01/15 1,139,420
65,000 California State Public Capital Improvements FA Revenue Joint Powers
Agency Pooled Projects Series 8.25 03/01/98 66,251
2,000,000 California State Public Works Board Lease Revenue Community Colleges 6.63 09/01/07 0
1,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 5.25 01/01/21 0
3,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 6.40 11/01/10 0
2,000,000 California State Public Works Board Lease Revenue Department of
Corrections Series A AMBAC Insured 5.50 01/01/15 0
1,000,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 6.00 12/01/12 0
2,755,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 6.30 12/01/09 1,078,430
5,000,000 California State Universities & Colleges Revenue HSG System FGIC
Insured 5.80 11/01/17 0
1,500,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 5.50 10/01/14 0
6,800,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 6.00 10/01/10 0
1,000,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.20 01/01/11 0
1,750,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.25 01/01/12 0
1,590,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.25 01/01/13 1,555,020
1,500,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 5.25 01/01/14 1,457,790
500,000 California Statewide CDA Revenue COP Health Facilities Barton
Memorial Hospital LOC - Banque Nationale de Paris 6.40 12/01/05 0
3,310,000 California Statewide CDA Revenue COP Hospital Cedars Sinai Medical
Center 6.50 08/01/12 1,653,660
1,500,000 California Statewide CDA Revenue COP Sutter Health Obligated Group
AMBAC Insured 6.00 08/15/09 0
1,935,000 California Statewide CDA Water Revenue Series A 6.00 07/01/10 0
1,250,000 Calleguas-Las Virgines CA PFA Calleguas MUD FGIC Insured 5.13 07/01/21 1,155,063
3,100,000 Capistrano CA Unified PFA Special Tax Revenue AMBAC Insured 5.25 09/01/09 1,109,625
200,000 Capitol Area Development Authority Sacramento CA Lease Revenue
Series A MBIA Insured 6.50 04/01/12 0
3,840,000 Cathedral City CA PFA RevenueTax Allocation Redevelopment Projects
Series A MBIA Insured 5.25 08/01/13 3,753,446
1,800,000 Chino Basin CA Regional Financial Authority Revenue Municipal Water
District Sewer Systems Project AMBAC insured 6.00 08/01/16 0
400,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/07 0
735,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/08 0
570,000 Chula Vista CA COP Town Centre II Package Project RDA 6.00 09/01/11 584,005
820,000 Chula Vista CA COP Town Centre II Package Project Redevelopment
Agency 6.00 09/01/10 0
2,000,000 Coachella CA Water Revenue COP FSA Insured 6.10 03/01/22 0
2,500,000 Concord CA RDFA Tax Allocation 5.75 07/01/10 0
3,240,000 Contra Costa CA Water District Revenue FGIC Insured 6.00 10/01/13 0
2,505,000 Contra Costa CA Water Treatment Revenue FGIC Insured 5.70 10/01/12 0
2,700,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 6.60 11/01/12 1,342,500
500,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 6.63 11/01/22 559,960
270,000 Contra Costa County CA Home Mortgage Revenue AMT Escrowed to Maturity 7.75 05/01/22 339,711
2,755,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A Escrowed to Maturity 6.50 03/01/09 840,881
4,000,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A FGIC Insured 5.50 03/01/08 4,125,840
3,655,000 Contra Costa County CA Water District Water Revenue Series G MBIA
Insured 5.75 10/01/14 3,728,100
1,000,000 Contra Costa County CA Water Treatment Revenue Series A FGIC Insured 5.60 10/01/10 0
1,045,000 Corona CA PFA Public Improvement Revenue 5.95 07/01/07 0
1,075,000 Cotati CA Facilities Financing Authority Tax Allocation Series A 5.60 09/01/12 0
1,250,000 Cucamonga County CA Water District COP Refinancing Facilities FGIC
Insured 6.30 09/01/12 0
15,000 Culver City CA RDFA AMBAC Insured 6.75 11/01/15 0
3,000,000 Cupertino CA Series A AMBAC Insured 5.75 07/01/16 1,519,650
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,000,000 California State HFFA Gould Medical Foundation Escrowed to Maturity $0 $1,086,770
1,250,000 California State HFFA Gould Medical Foundation Escrowed to Maturity 0 1,365,838
2,000,000 California State HFFA Revenue Catholic Healthcare West AMBAC Insured 0 2,020,200
1,000,000 California State HFFA Revenue Insured Health Facilities Valleycare
Series State Insured 0 1,078,500
1,500,000 California State HFFA Revenue Kaiser Permanente Series A 1,567,650 1,567,650
2,000,000 California State HFFA Revenue Scripps Memorial Hospital MBIA Insured 2,127,280 2,127,280
2,000,000 California State HFFA Revenue Scripps Research Institute 2,156,460 2,156,460
1,750,000 California State HFFA Revenue Small Insured Health Facilities
Series A 0 1,849,278
1,000,000 California State HFFA Revenue Special Episcopal Homes Mortgage 1,024,100 1,024,100
6,000,000 California State HFFA San Diego Hospital Association MBIA Insured 5,247,400 6,296,880
1,795,000 California State HFFA Scripps Memorial Hospital Series A MBIA Insured 1,872,526 1,872,526
1,000,000 California State Maritime Infrastructure Authority Revenue Port of
San Diego Project AMBAC Insured 0 947,500
2,500,000 California State PCFA Pacific Gas & Electric Co AMT 2,633,950 2,633,950
1,445,000 California State PCFA Pacific Gas & Electric Co AMT 1,546,641 1,546,641
1,000,000 California State PCFA Resource Recovery Revenue Waste Management
AMT Series A 0 1,081,250
1,000,000 California State PCFA San Diego Gas & Electric Co AMT 0 1,139,420
65,000 California State Public Capital Improvements FA Revenue Joint Powers
Agency Pooled Projects Series 0 66,251
2,000,000 California State Public Works Board Lease Revenue Community Colleges 2,154,540 2,154,540
1,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 956,250 956,250
3,000,000 California State Public Works Board Lease Revenue Department of
Corrections AMBAC Insured 3,277,290 3,277,290
2,000,000 California State Public Works Board Lease Revenue Department of
Corrections Series A AMBAC Insured 1,984,160 1,984,160
1,000,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 1,031,860 1,031,860
2,755,000 California State Public Works Board Lease Revenue University Of
California Project Series A AMBAC Insured 1,892,645 2,971,075
5,000,000 California State Universities & Colleges Revenue HSG System FGIC
Insured 5,070,900 5,070,900
1,500,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 1,493,010 1,493,010
6,800,000 California Statewide CDA Lease Revenue Oakland Convention Centers
Project AMBAC Insured 7,145,032 7,145,032
1,000,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 986,340 986,340
1,750,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 1,721,650 1,721,650
1,590,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 0 1,555,020
1,500,000 California Statewide CDA Motion Picture and Television Development
AMBAC Insured 0 1,457,790
500,000 California Statewide CDA Revenue COP Health Facilities Barton
Memorial Hospital LOC - Banque Nationale de Paris 530,115 530,115
3,310,000 California Statewide CDA Revenue COP Hospital Cedars Sinai Medical
Center 1,995,416 3,649,076
1,500,000 California Statewide CDA Revenue COP Sutter Health Obligated Group
AMBAC Insured 1,570,455 1,570,455
1,935,000 California Statewide CDA Water Revenue Series A 2,021,436 2,021,436
1,250,000 Calleguas-Las Virgines CA PFA Calleguas MUD FGIC Insured 0 1,155,063
3,100,000 Capistrano CA Unified PFA Special Tax Revenue AMBAC Insured 2,017,500 3,127,125
200,000 Capitol Area Development Authority Sacramento CA Lease Revenue
Series A MBIA Insured 215,426 215,426
3,840,000 Cathedral City CA PFA RevenueTax Allocation Redevelopment Projects
Series A MBIA Insured 0 3,753,446
1,800,000 Chino Basin CA Regional Financial Authority Revenue Municipal Water
District Sewer Systems Project AMBAC insured 1,861,290 1,861,290
400,000 Chula Vista CA COP Town Centre II Package Project RDA 416,476 416,476
735,000 Chula Vista CA COP Town Centre II Package Project RDA 760,358 760,358
570,000 Chula Vista CA COP Town Centre II Package Project RDA 0 584,005
820,000 Chula Vista CA COP Town Centre II Package Project Redevelopment
Agency 845,568 845,568
2,000,000 Coachella CA Water Revenue COP FSA Insured 2,069,120 2,069,120
2,500,000 Concord CA RDFA Tax Allocation 2,436,600 2,436,600
3,240,000 Contra Costa CA Water District Revenue FGIC Insured 3,350,905 3,350,905
2,505,000 Contra Costa CA Water Treatment Revenue FGIC Insured 2,538,692 2,538,692
2,700,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 1,678,125 3,020,625
500,000 Contra Costa County CA COP Public Facilities Merrithew Memorial
Hospital Replacement 0 559,960
270,000 Contra Costa County CA Home Mortgage Revenue AMT Escrowed to Maturity 0 339,711
2,755,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A Escrowed to Maturity 2,227,500 3,068,381
4,000,000 Contra Costa County CA Transportation Authority Sales Tax Revenue
Series A FGIC Insured 0 4,125,840
3,655,000 Contra Costa County CA Water District Water Revenue Series G MBIA
Insured 0 3,728,100
1,000,000 Contra Costa County CA Water Treatment Revenue Series A FGIC Insured 1,023,760 1,023,760
1,045,000 Corona CA PFA Public Improvement Revenue 1,052,576 1,052,576
1,075,000 Cotati CA Facilities Financing Authority Tax Allocation Series A 1,029,065 1,029,065
1,250,000 Cucamonga County CA Water District COP Refinancing Facilities FGIC
Insured 1,319,375 1,319,375
15,000 Culver City CA RDFA AMBAC Insured 15,904 15,904
3,000,000 Cupertino CA Series A AMBAC Insured 1,519,650 3,039,300
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,450,000 Cupertino CA Series B 6.25 % 07/01/10 $0
1,355,000 Duarte CA COP City of Hope National Medical Center 6.13 04/01/13 0
3,000,000 East Bay CA MUD Wastewater Treatment Revenue FGIC Insured 5.00 06/01/16 1,880,740
5,000,000 East Bay CA MUD Wastewater Treatment Revenue MBIA Insured 5.00 06/01/14 1,888,200
1,500,000 East Bay CA MUD Wastewater Treatment System Revenue AMBAC Insured 6.00 06/01/09 0
1,000,000 East Bay CA MUD Water System Revenue FGIC Insured 6.00 06/01/12 0
2,675,000 East Bay CA MUD Water System Revenue MBIA Insured 6.00 06/01/12 2,770,845
1,195,000 East Bay CA Regional Park District Series B 5.75 09/01/14 0
2,000,000 East Bay CA Regional Park District Series B 5.75 09/01/13 2,036,060
500,000 Eastern Municipal Water District CA Water & Sewer Revenue
Certificates FGIC Insured 6.30 07/01/20 518,190
5,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 5.75 07/01/19 0
1,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 6.00 07/01/12 0
4,000,000 Emeryville CA PFA Housing Increment Revenue Series A 6.35 05/01/10 1,044,090
1,725,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 5.80 09/01/09 1,813,337
2,000,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 6.00 09/01/18 2,066,500
2,000,000 Escondido CA PFA Lease Revenue Escondido Civic Center Project
Series B AMBAC Insured 6.13 09/01/11 0
1,080,000 Escondido CA USD Series A FGIC Insured 5.13 09/01/15 0
1,410,000 Fairfield CA PFA CGIC Insured 5.20 08/01/08 1,419,264
1,110,000 Folsom CA PFA Revenue AMBAC Insured 6.00 10/01/12 0
3,000,000 Fontana CA USD Convertible Series C FGIC Insured 6.15 ! 05/01/20 3,129,360
1,000,000 Foothill CA De Anza Community College Connie Lee Insured 5.25 09/01/21 0
1,270,000 Fremont CA USD Alameda County Series E FGIC Insured 5.90 09/01/15 0
3,940,000 Fremont CA USD Alameda County Series F MBIA Insured 5.88 08/01/16 0
3,800,000 Fresno CA Conference Center 5.00 04/01/13 1,721,880
1,000,000 Fresno CA COP Street Improvement Project 6.63 12/01/11 1,062,500
2,000,000 Fresno CA Joint Powers Financing Authority Street Light
Acquisition Project Series A 5.50 08/01/12 0
1,000,000 Fresno CA Sewer Revenue Series A MBIA Insured 5.00 09/01/15 941,700
2,000,000 Fresno CA USD Series A MBIA Insured 5.70 08/01/15 2,025,800
3,000,000 Fresno CA Water System Revenue FGIC Insured 6.00 06/01/16 0
1,250,000 Fresno County CA Solid Waste Revenue American Avenue Landfill
Project MBIA Insured 5.75 05/15/14 1,267,138
1,500,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 5.50 12/01/09 0
1,000,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 5.50 12/01/11 0
1,650,000 Haywood CA Certificates Participation Civic Center Project
MBIA Insured 5.50 08/01/17 1,628,105
575,000 Huntington Beach CA PFA Revenue Bond 6.55 08/01/01 0
2,800,000 Huntington Beach CA PFA Revenue Bond 7.00 08/01/10 2,918,188
1,000,000 Indian Wells CA RDFA Tax Allocation Whitewater Project MBIA
Insured 6.00 12/01/14 0
1,000,000 Indian Wells CA Redevelopment Agency Tax Allocation MBIA Insured 5.38 12/01/15 984,330
500,000 Industry CA Urban Development Agency 6.70 11/01/03 542,055
1,280,000 Industry CA Urban Development Agency 6.85 11/01/04 1,174,500
500,000 Industry CA Urban Development Agency Project 3 6.60 11/01/02 539,250
2,270,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 5.80 05/01/09 1,036,020
1,000,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 6.00 05/01/15 0
1,350,000 Jackson CA COP Water System Acquisition Project 6.80 09/01/23 0
270,000 Jamul-Dulzura CA USD 6.40 08/01/16 0
2,000,000 Kern CA High School District MBIA Insured 5.60 08/01/12 0
1,185,000 La Verne CA COP Capital Improvements Projects 5.70 06/01/15 0
3,000,000 Long Beach CA Finance Authority Revenue 6.00 11/01/08 0
1,000,000 Long Beach CA Finance Authority Revenue AMBAC Insured 6.00 11/01/17 1,065,740
2,000,000 Long Beach CA Water Revenue 6.00 05/01/14 0
1,000,000 Long Beach CA Water Revenue 6.13 05/01/19 0
2,900,000 Los Angeles CA Airport Revenue Series A FGIC Insured 5.50 05/15/08 3,012,607
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 5.90 08/15/07 0
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 6.00 08/15/08 1,062,140
4,695,000 Los Angeles CA DW&P Electric Plant Revenue 5.70 09/01/11 0
200,000 Los Angeles CA DW&P Electric Plant Revenue 6.38 02/01/20 0
2,000,000 Los Angeles CA DW&P Electric Plant Revenue Second Issue 5.75 08/15/11 0
2,000,000 Los Angeles CA DW&P Electrical Plant Revenue FGIC Insured 4.75 08/15/09 0
3,000,000 Los Angeles CA DW&P Waterworks Revenue 5.70 04/15/09 0
2,145,000 Los Angeles CA Harbor Department of Revenue 6.40 08/01/15 0
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,450,000 Cupertino CA Series B $1,504,651 $1,504,651
1,355,000 Duarte CA COP City of Hope National Medical Center 1,374,404 1,374,404
3,000,000 East Bay CA MUD Wastewater Treatment Revenue FGIC Insured 940,370 2,821,110
5,000,000 East Bay CA MUD Wastewater Treatment Revenue MBIA Insured 2,832,300 4,720,500
1,500,000 East Bay CA MUD Wastewater Treatment System Revenue AMBAC Insured 1,586,580 1,586,580
1,000,000 East Bay CA MUD Water System Revenue FGIC Insured 1,035,830 1,035,830
2,675,000 East Bay CA MUD Water System Revenue MBIA Insured 0 2,770,845
1,195,000 East Bay CA Regional Park District Series B 1,213,009 1,213,009
2,000,000 East Bay CA Regional Park District Series B 0 2,036,060
500,000 Eastern Municipal Water District CA Water & Sewer Revenue
Certificates FGIC Insured 0 518,190
5,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 5,007,950 5,007,950
1,000,000 Elsinore Valley CA Municipal Water District COP Series A FGIC
Insured 1,070,540 1,070,540
4,000,000 Emeryville CA PFA Housing Increment Revenue Series A 3,132,270 4,176,360
1,725,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 0 1,813,337
2,000,000 Escondido CA PFA Lease Revenue Center for the Arts AMBAC Insured 0 2,066,500
2,000,000 Escondido CA PFA Lease Revenue Escondido Civic Center Project
Series B AMBAC Insured 2,143,180 2,143,180
1,080,000 Escondido CA USD Series A FGIC Insured 1,034,813 1,034,813
1,410,000 Fairfield CA PFA CGIC Insured 0 1,419,264
1,110,000 Folsom CA PFA Revenue AMBAC Insured 1,147,995 1,147,995
3,000,000 Fontana CA USD Convertible Series C FGIC Insured 0 3,129,360
1,000,000 Foothill CA De Anza Community College Connie Lee Insured 940,020 940,020
1,270,000 Fremont CA USD Alameda County Series E FGIC Insured 1,309,434 1,309,434
3,940,000 Fremont CA USD Alameda County Series F MBIA Insured 4,013,599 4,013,599
3,800,000 Fresno CA Conference Center 1,913,200 3,635,080
1,000,000 Fresno CA COP Street Improvement Project 0 1,062,500
2,000,000 Fresno CA Joint Powers Financing Authority Street Light
Acquisition Project Series A 1,929,840 1,929,840
1,000,000 Fresno CA Sewer Revenue Series A MBIA Insured 0 941,700
2,000,000 Fresno CA USD Series A MBIA Insured 0 2,025,800
3,000,000 Fresno CA Water System Revenue FGIC Insured 3,089,970 3,089,970
1,250,000 Fresno County CA Solid Waste Revenue American Avenue Landfill
Project MBIA Insured 0 1,267,138
1,500,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 1,535,580 1,535,580
1,000,000 Glendale CA RDFA Tax Allocation Revenue AMBAC Insured 1,010,100 1,010,100
1,650,000 Haywood CA Certificates Participation Civic Center Project
MBIA Insured 0 1,628,105
575,000 Huntington Beach CA PFA Revenue Bond 578,726 578,726
2,800,000 Huntington Beach CA PFA Revenue Bond 0 2,918,188
1,000,000 Indian Wells CA RDFA Tax Allocation Whitewater Project MBIA
Insured 1,033,110 1,033,110
1,000,000 Indian Wells CA Redevelopment Agency Tax Allocation MBIA Insured 0 984,330
500,000 Industry CA Urban Development Agency 0 542,055
1,280,000 Industry CA Urban Development Agency 217,500 1,392,000
500,000 Industry CA Urban Development Agency Project 3 0 539,250
2,270,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 1,315,745 2,351,765
1,000,000 Industry CA Urban Development Agency Tax Allocation MBIA Insured 1,034,260 1,034,260
1,350,000 Jackson CA COP Water System Acquisition Project 1,397,493 1,397,493
270,000 Jamul-Dulzura CA USD 289,359 289,359
2,000,000 Kern CA High School District MBIA Insured 2,121,380 2,121,380
1,185,000 La Verne CA COP Capital Improvements Projects 1,154,889 1,154,889
3,000,000 Long Beach CA Finance Authority Revenue 3,272,070 3,272,070
1,000,000 Long Beach CA Finance Authority Revenue AMBAC Insured 0 1,065,740
2,000,000 Long Beach CA Water Revenue 2,049,620 2,049,620
1,000,000 Long Beach CA Water Revenue 1,026,420 1,026,420
2,900,000 Los Angeles CA Airport Revenue Series A FGIC Insured 0 3,012,607
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 1,060,000 1,060,000
1,000,000 Los Angeles CA Community College District COP Series A CGIC
Insured 0 1,062,140
4,695,000 Los Angeles CA DW&P Electric Plant Revenue 4,777,585 4,777,585
200,000 Los Angeles CA DW&P Electric Plant Revenue 209,276 209,276
2,000,000 Los Angeles CA DW&P Electric Plant Revenue Second Issue 2,031,180 2,031,180
2,000,000 Los Angeles CA DW&P Electrical Plant Revenue FGIC Insured 1,929,420 1,929,420
3,000,000 Los Angeles CA DW&P Waterworks Revenue 3,087,120 3,087,120
2,145,000 Los Angeles CA Harbor Department of Revenue 2,371,576 2,371,576
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,775,000 Los Angeles CA Harbor Revenue Series B AMT 6.50 % 08/01/13 $2,938,919
340,000 Los Angeles CA Municipal Improvement Corp Lease Revenue Central
Library Project Series A 6.30 06/01/16 0
110,000 Los Angeles CA SFMR Series A AMT Multiple Credit Enhancements 7.55 12/01/23 114,365
1,950,000 Los Angeles CA Unified School District Certificates Participation
Multiple Properties Project Series A FSA Insured 5.50 10/01/16 1,924,572
2,800,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 5.40 10/01/09 0
2,200,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 5.50 10/01/10 0
4,000,000 Los Angeles CA Wastewater System Revenue AMBAC Insured 6.25 06/01/12 0
1,300,000 Los Angeles CA Wastewater System Revenue Series A MBIA Insured 5.70 06/01/13 0
1,000,000 Los Angeles CA Wastewater System Revenue Series C MBIA Insured 5.50 06/01/13 0
4,500,000 Los Angeles CA Wastewater System Revenue Series D FGIC Insured 5.20 11/01/21 0
1,000,000 Los Angeles County CA Metro Transportation Authority Sales Tax
Revenue Series B AMBAC Insured 4.75 07/01/18 883,290
1,975,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A 5.50 07/01/13 0
2,500,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A AMBAC Insured 5.50 07/01/17 2,481,250
2,250,000 Los Angeles County CA Transportation Commision Sales Tax Revenue 6.25 07/01/16 0
480,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
Series B FGIC Insured 6.50 07/01/15 510,960
2,000,000 Los Angeles USD COP Dr Francisco Bravo Medical Hospital 6.60 06/01/05 0
1,370,000 Madera CA RDFA Tax Allocation Revenue CGIC Insured 5.75 09/01/11 0
2,000,000 Menlo Park CA CDA Tax Allocation Revenue MBIA Insured 5.38 06/01/16 972,650
2,485,000 Merced County CA Certificates Participation Revenue 6.00 10/01/12 0
6,000,000 Metropolitan Water District Southern CA Water Works Revenue 5.75 07/01/13 0
2,000,000 Metropolitan Water District Southern CA Water Works Revenue MBIA
Insured 5.75 07/01/15 0
2,000,000 Mid Peninsula CA Regional Open Space District Promissory Notes 7.00 09/01/14 2,207,640
1,000,000 Modesto CA Irrigation District Financing Authority Domestic Water
Project Revenue Series A AMBAC Insured 6.00 09/01/09 0
975,000 Montclair CA RDFA Lease Revenue Series A 5.80 11/01/10 0
100,000 Montclair CA RDFA Lease Revenue Series A 6.63 11/01/11 0
2,835,000 Mountain View CA Shoreline Regional Park Community Tax Allocation
MBIA Insured 5.50 08/01/13 1,840,156
1,000,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series A AMBAC Insured 6.25 08/01/12 0
1,230,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series B AMT AMBAC Insured 6.63 08/01/12 0
720,000 Natomas CA USD Series A MBIA Insured 5.75 09/01/12 0
2,200,000 Nevada County CA Solid Waste Revenue 6.50 10/01/06 1,557,445
1,000,000 North City West CA School Facility Authority Special Tax Refunded
Series B FSA Insured 5.75 09/01/15 0
1,000,000 Northern California Power Agency Multiple Capital Facilities
Revenue Series A MBIA Insured 6.50 08/01/12 0
7,000,000 Northern California Transmission Revenue Transmission Project A
MBIA Insured 5.50 05/01/14 0
1,035,000 Northridge CA Water District AMBAC Insured 5.40 02/01/11 1,042,131
4,280,000 Northridge CA Water District Revenue AMBAC Insured 5.25 02/01/14 0
1,000,000 Nuview CA USD COP 7.25 02/01/16 1,047,000
1,465,000 Oakland CA FGIC Insured 6.00 06/15/12 0
2,000,000 Oceanside CA Water Reuse Finance Project A AMBAC Insured 6.40 10/01/12 0
1,500,000 Ontario CA RDFA Revenue Project One MBIA Insured 6.00 08/01/15 1,521,990
6,000,000 Orange County CA LOC TRANS Authority Sales Tax Revenue MBIA
Insured 6.00 02/15/08 0
800,000 Orange County CA Local Transportation Authority Sales Tax Revenue
First Series Measure M 6.00 02/15/09 0
360,000 Orange County CA Sanitation District COP FGIC Insured 6.40 08/01/07 0
1,000,000 Orange County CA Water District Series A 5.50 08/15/10 1,003,880
1,000,000 Palm Springs CA Certificates Participation Refunded Multiple
Capital Facilities Project AMBAC Insured 5.75 04/01/17 0
1,240,000 Parlier CA RDFA Tax Allocation Series A 6.95 08/01/23 0
1,500,000 Pinole CA RDFA Tax Allocation 5.60 08/01/17 0
2,400,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
FGIC Insured 5.50 08/01/07 2,485,032
1,500,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
Series 90-1 7.40 08/15/20 1,692,120
3,285,000 Pittsburgh CA Redevelopment Agency Tax Allocation V/R Series A
AMBAC Insured 5.00 08/01/13 0
1,000,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 6.70 01/01/07 1,068,050
3,380,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 6.80 01/01/19 0
1,000,000 Ranch CA Water District Financing Authority Revenue 5.00 08/15/14 0
1,325,000 Redding CA Joint Powers Financing Authority Wastewater Revenue
Series A FGIC Insured 6.00 12/01/11 0
1,310,000 Rialto CA RDFA Tax Allocation Series A 5.80 09/01/08 0
1,100,000 Richmond CA Joint Powers Financing Authority Lease and Gas Tax
Revenue Series A 5.25 05/15/13 1,046,199
1,055,000 Riverside CA Sewer Revenue FGIC Insured 5.00 08/01/10 1,040,684
5,750,000 Riverside County CA Asset Leasing Corp Revenue Riverside County
Hospital Project A 6.38 06/01/09 1,846,250
3,000,000 Riverside County CA COP Series A 6.88 11/01/09 3,213,540
1,045,000 Riverside County CA PFA Special Tax Revenue Series A MBIA Insured 5.25 09/01/10 0
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
2,775,000 Los Angeles CA Harbor Revenue Series B AMT $ 0 $2,938,919
340,000 Los Angeles CA Municipal Improvement Corp Lease Revenue Central
Library Project Series A 351,465 351,465
110,000 Los Angeles CA SFMR Series A AMT Multiple Credit Enhancements 0 114,365
1,950,000 Los Angeles CA Unified School District Certificates Participation
Multiple Properties Project Series A FSA Insured 0 1,924,572
2,800,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 2,860,228 2,860,228
2,200,000 Los Angeles CA USD Certificates Participation Multiple Properties
Project Series A FSA Insured 2,237,686 2,237,686
4,000,000 Los Angeles CA Wastewater System Revenue AMBAC Insured 4,224,120 4,224,120
1,300,000 Los Angeles CA Wastewater System Revenue Series A MBIA Insured 1,314,794 1,314,794
1,000,000 Los Angeles CA Wastewater System Revenue Series C MBIA Insured 998,690 998,690
4,500,000 Los Angeles CA Wastewater System Revenue Series D FGIC Insured 4,199,805 4,199,805
1,000,000 Los Angeles County CA Metro Transportation Authority Sales Tax
Revenue Series B AMBAC Insured 0 883,290
1,975,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A 1,925,349 1,925,349
2,500,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue Series A AMBAC Insured 0 2,481,250
2,250,000 Los Angeles County CA Transportation Commision Sales Tax Revenue 2,250,000 2,250,000
480,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
Series B FGIC Insured 0 510,960
2,000,000 Los Angeles USD COP Dr Francisco Bravo Medical Hospital 2,162,040 2,162,040
1,370,000 Madera CA RDFA Tax Allocation Revenue CGIC Insured 1,405,853 1,405,853
2,000,000 Menlo Park CA CDA Tax Allocation Revenue MBIA Insured 972,650 1,945,300
2,485,000 Merced County CA Certificates Participation Revenue 2,614,419 2,614,419
6,000,000 Metropolitan Water District Southern CA Water Works Revenue 6,049,800 6,049,800
2,000,000 Metropolitan Water District Southern CA Water Works Revenue MBIA
Insured 2,027,860 2,027,860
2,000,000 Mid Peninsula CA Regional Open Space District Promissory Notes 0 2,207,640
1,000,000 Modesto CA Irrigation District Financing Authority Domestic Water
Project Revenue Series A AMBAC Insured 1,056,390 1,056,390
975,000 Montclair CA RDFA Lease Revenue Series A 1,002,924 1,002,924
100,000 Montclair CA RDFA Lease Revenue Series A 103,908 103,908
2,835,000 Mountain View CA Shoreline Regional Park Community Tax Allocation
MBIA Insured 1,002,810 2,842,966
1,000,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series A AMBAC Insured 1,054,160 1,054,160
1,230,000 National City CA CDA Tax Allocation Downtown Redevelopment Project
Series B AMT AMBAC Insured 1,321,832 1,321,832
720,000 Natomas CA USD Series A MBIA Insured 738,842 738,842
2,200,000 Nevada County CA Solid Waste Revenue 805,575 2,363,020
1,000,000 North City West CA School Facility Authority Special Tax Refunded
Series B FSA Insured 1,011,250 1,011,250
1,000,000 Northern California Power Agency Multiple Capital Facilities
Revenue Series A MBIA Insured 1,078,450 1,078,450
7,000,000 Northern California Transmission Revenue Transmission Project A
MBIA Insured 6,990,620 6,990,620
1,035,000 Northridge CA Water District AMBAC Insured 0 1,042,131
4,280,000 Northridge CA Water District Revenue AMBAC Insured 4,159,004 4,159,004
1,000,000 Nuview CA USD COP 0 1,047,000
1,465,000 Oakland CA FGIC Insured 1,519,498 1,519,498
2,000,000 Oceanside CA Water Reuse Finance Project A AMBAC Insured 2,141,560 2,141,560
1,500,000 Ontario CA RDFA Revenue Project One MBIA Insured 0 1,521,990
6,000,000 Orange County CA LOC TRANS Authority Sales Tax Revenue MBIA
Insured 6,517,800 6,517,800
800,000 Orange County CA Local Transportation Authority Sales Tax Revenue
First Series Measure M 865,120 865,120
360,000 Orange County CA Sanitation District COP FGIC Insured 386,150 386,150
1,000,000 Orange County CA Water District Series A 0 1,003,880
1,000,000 Palm Springs CA Certificates Participation Refunded Multiple
Capital Facilities Project AMBAC Insured 1,011,430 1,011,430
1,240,000 Parlier CA RDFA Tax Allocation Series A 1,288,273 1,288,273
1,500,000 Pinole CA RDFA Tax Allocation 1,435,290 1,435,290
2,400,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
FGIC Insured 0 2,485,032
1,500,000 Pittsburg CA RDFA Tax Allocation Los Medanos Community Project
Series 90-1 0 1,692,120
3,285,000 Pittsburgh CA Redevelopment Agency Tax Allocation V/R Series A
AMBAC Insured 3,106,920 3,106,920
1,000,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 0 1,068,050
3,380,000 Port of Oakland CA Special Facilities Revenue Mitsui OSK Lines
Limited Series A AMT LOC - Industrial Bank of Japan Ltd 3,536,224 3,536,224
1,000,000 Ranch CA Water District Financing Authority Revenue 943,690 943,690
1,325,000 Redding CA Joint Powers Financing Authority Wastewater Revenue
Series A FGIC Insured 1,385,288 1,385,288
1,310,000 Rialto CA RDFA Tax Allocation Series A 1,330,357 1,330,357
1,100,000 Richmond CA Joint Powers Financing Authority Lease and Gas Tax
Revenue Series A 0 1,046,199
1,055,000 Riverside CA Sewer Revenue FGIC Insured 0 1,040,684
5,750,000 Riverside County CA Asset Leasing Corp Revenue Riverside County
Hospital Project A 4,220,000 6,066,250
3,000,000 Riverside County CA COP Series A 0 3,213,540
1,045,000 Riverside County CA PFA Special Tax Revenue Series A MBIA Insured 1,049,337 1,049,337
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
1,000,000 Riverside County CA PFA Special Tax Revenue Series A MBIA
Insured 5.25 % 09/01/13 $982,630
275,000 Riverside County CA SFMR Project A AMT GNMA Collateralized 6.85 10/01/16 303,421
1,000,000 Rocklin CA USD Community Facility District Special Tax MBIA
Insured 5.75 09/01/18 0
1,335,000 Roseville CA Joint USD Capital Appreciation Series A 9.80 ! 08/01/06 836,778
1,000,000 Sacramento CA Airport Commission International Airport Revenue
AMBAC Insured 6.00 07/01/16 0
1,500,000 Sacramento CA Area Flood Control Authority Special Assessment
FGIC Insured 5.38 10/01/15 0
5,000 Sacramento CA Financing Authority Revenue Prerefunded 6.70 11/01/11 0
2,300,000 Sacramento CA Light Rail Transportation Project 6.00 07/01/12 0
1,900,000 Sacramento CA Light Rail Transportation Project 6.75 07/01/07 2,054,375
2,500,000 Sacramento CA MUD Electric Revenue MBIA Insured 6.25 08/15/10 0
500,000 Sacramento CA MUD Electric Revenue Series C FGIC Insured 5.75 11/15/08 0
5,100,000 Sacramento CA MUD Electric Revenue Series C MBIA Insured 5.75 11/15/09 0
3,600,000 Sacramento CA MUD Electric Revenue Series E MBIA-IBC Insured 5.70 05/15/12 3,663,684
50,000 Sacramento CA MUD Electric Revenue Series Z FGIC Insured 6.45 07/01/10 0
1,000,000 Sacramento CA RDFA Tax Allocation Merged Downtown Project A
MBIA Insured 6.50 11/01/13 0
2,000,000 Sacramento County CA Airport System Revenue Series A AMT FGIC
Insured 6.00 07/01/12 0
3,000,000 Sacramento County Main Detention Facility MBIA Insured 5.75 06/01/15 3,034,050
1,000,000 San Bernardino CA Municipal Water Department COP FGIC Insured 6.25 02/01/12 1,041,600
380,000 San Bernardino County CA West Valley Detention Center MBIA
Insured 6.50 11/01/12 0
200,000 San Bernardino County CA Transportation Authority Sales Tax
Revenue FGIC Insured 6.00 03/01/10 0
1,000,000 San Buenaventura CA Capital Improvement Project COP 6.85 08/01/16 1,020,730
4,000,000 San Buenaventura CA COP AMBAC Insured 6.00 01/01/12 0
230,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/01 252,402
250,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/02 278,520
225,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/03 250,668
235,000 San Carlos CA RDFA Tax Allocation Series A 7.00 09/01/04 261,809
235,000 San Carlos CA RDFA Tax Allocation Series A 7.10 09/01/05 262,692
1,500,000 San Diego CA Community College District COP Financing Projects 5.38 12/01/14 0
8,195,000 San Diego CA PFA Sewer Revenue FGIC Insured 5.00 05/15/15 6,124,625
1,000,000 San Diego CA PFA Sewer Revenue FGIC Insured 5.00 05/15/20 0
3,000,000 San Diego CA Public Safety Commission Project GO 5.50 04/01/08 0
1,000,000 San Diego CA Public Safety Commission Project GO 6.50 07/15/07 0
4,500,000 San Diego County CA Regional Transportation Community Sales
Tax Revenue Series A Escrowed to Maturity 6.00 04/01/08 537,485
3,950,000 San Elijo Joint Powers Authority San Diego County CA Water
Pollution Control Facility FGIC Insured 5.38 03/01/13 2,676,040
1,000,000 San Francisco CA Airport Commission International Airport
Revenue AMBAC Insured 6.20 05/01/07 0
2,250,000 San Francisco CA BART Sales Tax Revenue FGIC Insured 5.50 07/01/15 2,234,475
200,000 San Francisco CA City & County Public Utilities Commission
Water Revenue Series A 6.50 11/01/09 0
700,000 San Francisco CA City & County RDFA Tax Allocation Capital
Appreciation Project MBIA Insured 7.69 ! 08/01/08 0
4,500,000 San Francisco CA City & County Sewer Revenue 6.00 10/01/11 0
500,000 San Francisco CA RDA Tax Allocation MBIA Insured 5.00 08/01/15 0
4,000,000 San Joaquin Hills CA Transportation Corridor Agency Toll Road
Revenue Capital Appreciation 5.29 ! 01/01/10 1,677,500
2,500,000 San Jose CA RDA Tax Allocation MBIA Insured 5.00 08/01/20 2,288,650
4,395,000 San Jose RDFA Merged Area Project MBIA Insured 5.25 08/01/16 1,344,320
1,200,000 San Mateo CA Joint Powers Financing Authority Redevelopment
Downtown & Shoreline Project A AMBAC Insured 5.50 08/01/07 0
1,130,000 San Mateo CA Sewer Revenue FSA Insured 5.50 08/01/14 0
1,935,000 San Mateo County CA Board of Education COP 7.10 05/01/21 2,019,869
2,250,000 Santa Clara CA Financing Authority Lease Revenue Facility
Replacement Project A AMBAC Insured 6.88 11/15/14 0
4,010,000 Santa Clara CA RDFA Tax Allocation Bayshore North Project
AMBAC Insured 5.75 07/01/14 0
4,200,000 Santa Clara County CA COP Multiple Facilities Project AMBAC
Insured 6.00 05/15/12 1,755,250
100,000 Santa Clara County CA COP Public Facilities Corp 7.75 11/01/08 108,159
1,750,000 Santa Maria CA RDFA Town Center West Side Parking Facilities
FSA Insured 5.25 06/01/11 743,183
1,000,000 Santa Monica - Malibu CA USD Facilities Reconstruction Projects 5.50 08/01/15 1,000,630
1,195,000 Santa Rosa CA High School District FGIC Insured 5.90 05/01/13 1,232,368
2,575,000 Santa Rosa CA Wastewater Revenue FGIC insured 4.90 09/01/11 2,462,473
3,450,000 Santa Rosa CA Wastewater Treatment Plant FGIC Insured 4.75 09/01/16 899,570
1,750,000 Shasta CA Joint Powers Financing Authority Lease Revenue
County Courthouse Improvement Project Series 6.70 06/01/23 0
1,530,000 Simi Valley CA USD FGIC Insured 4.75 08/01/18 1,363,062
1,500,000 Snowline CA Joint USD COP 6.40 07/01/18 1,531,950
1,000,000 Sonoma Valley CA USD FSA Insured 6.00 07/15/21 0
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
1,000,000 Riverside County CA PFA Special Tax Revenue Series A MBIA
Insured $0 $982,630
275,000 Riverside County CA SFMR Project A AMT GNMA Collateralized 0 303,421
1,000,000 Rocklin CA USD Community Facility District Special Tax MBIA
Insured 1,002,740 1,002,740
1,335,000 Roseville CA Joint USD Capital Appreciation Series A 0 836,778
1,000,000 Sacramento CA Airport Commission International Airport Revenue
AMBAC Insured 1,035,410 1,035,410
1,500,000 Sacramento CA Area Flood Control Authority Special Assessment
FGIC Insured 1,468,110 1,468,110
5,000 Sacramento CA Financing Authority Revenue Prerefunded 5,299 5,299
2,300,000 Sacramento CA Light Rail Transportation Project 2,358,696 2,358,696
1,900,000 Sacramento CA Light Rail Transportation Project 0 2,054,375
2,500,000 Sacramento CA MUD Electric Revenue MBIA Insured 2,774,275 2,774,275
500,000 Sacramento CA MUD Electric Revenue Series C FGIC Insured 523,125 523,125
5,100,000 Sacramento CA MUD Electric Revenue Series C MBIA Insured 5,301,042 5,301,042
3,600,000 Sacramento CA MUD Electric Revenue Series E MBIA-IBC Insured 0 3,663,684
50,000 Sacramento CA MUD Electric Revenue Series Z FGIC Insured 53,267 53,267
1,000,000 Sacramento CA RDFA Tax Allocation Merged Downtown Project A
MBIA Insured 1,063,930 1,063,930
2,000,000 Sacramento County CA Airport System Revenue Series A AMT FGIC
Insured 2,054,900 2,054,900
3,000,000 Sacramento County Main Detention Facility MBIA Insured 0 3,034,050
1,000,000 San Bernardino CA Municipal Water Department COP FGIC Insured 0 1,041,600
380,000 San Bernardino County CA West Valley Detention Center MBIA
Insured 410,776 410,776
200,000 San Bernardino County CA Transportation Authority Sales Tax
Revenue FGIC Insured 210,598 210,598
1,000,000 San Buenaventura CA Capital Improvement Project COP 0 1,020,730
4,000,000 San Buenaventura CA COP AMBAC Insured 4,140,000 4,140,000
230,000 San Carlos CA RDFA Tax Allocation Series A 0 252,402
250,000 San Carlos CA RDFA Tax Allocation Series A 0 278,520
225,000 San Carlos CA RDFA Tax Allocation Series A 0 250,668
235,000 San Carlos CA RDFA Tax Allocation Series A 0 261,809
235,000 San Carlos CA RDFA Tax Allocation Series A 0 262,692
1,500,000 San Diego CA Community College District COP Financing Projects 1,413,060 1,413,060
8,195,000 San Diego CA PFA Sewer Revenue FGIC Insured 1,597,114 7,721,739
1,000,000 San Diego CA PFA Sewer Revenue FGIC Insured 921,840 921,840
3,000,000 San Diego CA Public Safety Commission Project GO 3,137,310 3,137,310
1,000,000 San Diego CA Public Safety Commission Project GO 1,139,690 1,139,690
4,500,000 San Diego County CA Regional Transportation Community Sales
Tax Revenue Series A Escrowed to Maturity 4,299,880 4,837,365
3,950,000 San Elijo Joint Powers Authority San Diego County CA Water
Pollution Control Facility FGIC Insured 1,217,278 3,893,318
1,000,000 San Francisco CA Airport Commission International Airport
Revenue AMBAC Insured 1,075,160 1,075,160
2,250,000 San Francisco CA BART Sales Tax Revenue FGIC Insured 0 2,234,475
200,000 San Francisco CA City & County Public Utilities Commission
Water Revenue Series A 218,458 218,458
700,000 San Francisco CA City & County RDFA Tax Allocation Capital
Appreciation Project MBIA Insured 398,517 398,517
4,500,000 San Francisco CA City & County Sewer Revenue 4,700,655 4,700,655
500,000 San Francisco CA RDA Tax Allocation MBIA Insured 468,220 468,220
4,000,000 San Joaquin Hills CA Transportation Corridor Agency Toll Road
Revenue Capital Appreciation 1,677,500 3,355,000
2,500,000 San Jose CA RDA Tax Allocation MBIA Insured 0 2,288,650
4,395,000 San Jose RDFA Merged Area Project MBIA Insured 2,891,010 4,235,330
1,200,000 San Mateo CA Joint Powers Financing Authority Redevelopment
Downtown & Shoreline Project A AMBAC Insured 1,231,548 1,231,548
1,130,000 San Mateo CA Sewer Revenue FSA Insured 1,133,175 1,133,175
1,935,000 San Mateo County CA Board of Education COP 0 2,019,869
2,250,000 Santa Clara CA Financing Authority Lease Revenue Facility
Replacement Project A AMBAC Insured 2,506,028 2,506,028
4,010,000 Santa Clara CA RDFA Tax Allocation Bayshore North Project
AMBAC Insured 4,079,173 4,079,173
4,200,000 Santa Clara County CA COP Multiple Facilities Project AMBAC
Insured 2,581,250 4,336,500
100,000 Santa Clara County CA COP Public Facilities Corp 0 108,159
1,750,000 Santa Maria CA RDFA Town Center West Side Parking Facilities
FSA Insured 990,910 1,734,093
1,000,000 Santa Monica - Malibu CA USD Facilities Reconstruction Projects 0 1,000,630
1,195,000 Santa Rosa CA High School District FGIC Insured 0 1,232,368
2,575,000 Santa Rosa CA Wastewater Revenue FGIC insured 0 2,462,473
3,450,000 Santa Rosa CA Wastewater Treatment Plant FGIC Insured 2,203,947 3,103,517
1,750,000 Shasta CA Joint Powers Financing Authority Lease Revenue
County Courthouse Improvement Project Series 1,820,175 1,820,175
1,530,000 Simi Valley CA USD FGIC Insured 0 1,363,062
1,500,000 Snowline CA Joint USD COP 0 1,531,950
1,000,000 Sonoma Valley CA USD FSA Insured 1,034,540 1,034,540
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
CALIFORNIA MUNICIPAL BONDS - 95.64%
5,720,000 South County CA Regional Wastewater Authority Revenue Capital
Improvement FGIC Insured 5.75 % 08/01/10 $1,032,110
1,000,000 Southern CA Public Power Project Revenue 6.75 07/01/11 0
2,000,000 Southern California State Public Power Authority 5.50 07/01/12 1,003,230
3,000,000 Southern California State Rapid Transit District Special Benefit
Assesment District A1 AMBAC Insured 6.00 09/01/08 0
790,000 Southern California State SFMR Series A AMT GNMA Collateralized 7.63 10/01/22 829,990
465,000 Southern California State SFMR Series A AMT GNMA Collateralized 7.63 10/01/23 490,124
660,000 Southern California State SFMR Series A AMT GNMA/FNMA
Collateralized 6.75 09/01/22 689,179
695,000 Southern California State SFMR Series A AMT GNMA/FNMA
Collateralized 7.35 09/01/24 724,148
2,000,000 Stanislaus County CA Capital Improvement Program Series A MBIA
Insured 5.25 05/01/14 0
1,600,000 Stanislaus County CA COP Capital Improvement Project AMBAC
Insured 5.25 05/01/18 0
2,720,000 Stanislaus County CA COP Capital Improvement Project Series A
MBIA Insured 5.00 05/01/10 2,670,931
2,000,000 Stanislaus County CA COP Series B AMBAC Insured 6.13 06/01/12 0
20,000 Stockton CA SFMR Government Agency Collateralized 7.50 02/01/23 21,818
5,690,000 Sulphur Springs CA USD Series A MBIA Insured 9.38 ! 09/01/13 2,330,795
1,465,000 Sunnyvale CA Elementary School District Series A 5.70 09/01/20 1,470,626
1,000,000 Sunnyvale CA Financing Authority Utilities Revenue Solid Waste
Materials Series B AMT MBIA Insured 6.00 10/01/08 1,053,830
1,000,000 Temecula CA Community Services Recreational Center Project 7.13 10/01/12 1,091,150
1,000,000 Temecula Valley CA USD Series D FGIC Insured 6.00 09/01/14 1,029,120
1,000,000 Three Valleys CA Municipal Water District COP FGIC Insured 5.00 11/01/14 0
2,000,000 Three Valleys CA Municipal Water District Revenue COP FGIC Insured 5.25 11/01/10 0
1,000,000 Torrance CA COP AMBAC Insured 5.50 04/01/11 0
1,900,000 Torrance CA COP AMBAC Insured 5.50 04/01/12 1,922,059
2,705,000 Torrance CA COP AMBAC Insured 5.75 04/01/16 1,731,837
1,000,000 Truckee-Donner Public Utility District Certificates
Participation Water System Improvement Project 5.50 11/15/16 0
2,000,000 Tulare County CA COP Public Facilities Corporation Series A
MBIA Insured 6.10 11/15/07 0
2,250,000 Twentynine Palms CA Water District CA COP 7.00 08/01/17 1,050,960
1,000,000 Union City CA Community RDFA Tax Allocation Revenue Community
Redevelopment Project AMBAC Insured 5.65 10/01/14 0
1,000,000 University of California Housing System Revenue Series A MBIA
Insured 5.00 11/01/13 945,250
1,645,000 University of California Revenue Housing System Series A AMBAC
Insured 5.50 11/01/11 0
9,900,000 University of California Revenue Multiple Purpose Project C
AMBAC Insured 5.25 09/01/11 2,981,190
1,000,000 University of California Revenue Multiple Purpose Projects
AMBAC Insured 4.75 09/01/15 0
2,300,000 University of California Revenue Multiple Purpose Projects
Series C AMBAC Insured 5.25 09/01/12 2,261,517
1,000,000 University of California Revenue Residential Housing Projects
AMBAC Insured 6.10 09/01/10 0
2,000,000 University of California Revenue Residential Housing Projects
AMBAC Insured 6.30 09/01/13 0
3,200,000 University of California Revenue Seismic Safety Project MBIA Insured 5.50 11/01/10 1,782,813
2,500,000 University of California State Housing System Series A MBIA Insured 5.00 11/01/14 0
990,000 Upland CA HFA Revenue Issue A 7.85 07/01/20 1,025,581
1,000,000 Vacaville CA PFA Tax Allocation Redevelopment Project MBIA Insured 6.35 09/01/22 1,037,760
3,275,000 Vallejo CA Revenue Water Improvement Project FSA Insured 5.70 05/01/16 1,107,359
2,000,000 Ventura CA COP Public Facilities 5.75 12/01/06 0
2,000,000 Ventura CA COP Public Facilities Corporation IV 5.75 12/01/07 0
4,250,000 Walnut Creek CA John Muir Medical Center MBIA Insured 5.00 02/15/16 1,617,718
1,135,000 Walnut Valley CA USD Series C FGIC Insured 5.75 08/01/15 1,149,607
6,245,000 West & Central Basin CA Financing Authority Series A AMBAC Insured 5.00 08/01/16 4,644,550
3,500,000 West & Century Basin Finance Authority CA Revenue West Basin Project
AMBAC Insured 5.00 08/01/13 1,419,375
1,170,000 West Sacramento CA Financing Authority Revenue Water System
Improvement Project FGIC Insured 5.50 08/01/15 0
1,200,000 Westminster CA RDFA AMT 6.50 08/01/10 0
1,000,000 Whittier CA Educational Facilities Revenue Whittier College
Connie Lee Insured 5.40 12/01/18 0
1,000,000 Yolo County CA HFA Mortgage Revenue AMT FHA Collateralized 7.20 08/01/33 1,071,050
1,040,000 Yolo County CA Library Special Tax Community Facilities 6.25 12/01/22 0
-------------
TOTAL CALIFORNIA MUNICIPAL BONDS $216,765,737
(Cost $601,809,363)
<CAPTION>
Stagecoach
CA Tax-Free Pro - Forma
Bond Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
5,720,000 South County CA Regional Wastewater Authority Revenue Capital
Improvement FGIC Insured $4,871,559 $5,903,669
1,000,000 Southern CA Public Power Project Revenue 1,131,190 1,131,190
2,000,000 Southern California State Public Power Authority 1,003,230 2,006,460
3,000,000 Southern California State Rapid Transit District Special Benefit
Assesment District A1 AMBAC Insured 3,187,380 3,187,380
790,000 Southern California State SFMR Series A AMT GNMA Collateralized 0 829,990
465,000 Southern California State SFMR Series A AMT GNMA Collateralized 0 490,124
660,000 Southern California State SFMR Series A AMT GNMA/FNMA Collateralized 0 689,179
695,000 Southern California State SFMR Series A AMT GNMA/FNMA Collateralized 0 724,148
2,000,000 Stanislaus County CA Capital Improvement Program Series A MBIA Insured 1,953,640 1,953,640
1,600,000 Stanislaus County CA COP Capital Improvement Project AMBAC Insured 1,539,024 1,539,024
2,720,000 Stanislaus County CA COP Capital Improvement Project Series A MBIA
Insured 0 2,670,931
2,000,000 Stanislaus County CA COP Series B AMBAC Insured 2,097,720 2,097,720
20,000 Stockton CA SFMR Government Agency Collateralized 0 21,818
5,690,000 Sulphur Springs CA USD Series A MBIA Insured 0 2,330,795
1,465,000 Sunnyvale CA Elementary School District Series A 0 1,470,626
1,000,000 Sunnyvale CA Financing Authority Utilities Revenue Solid Waste Materials
Series B AMT MBIA Insured 0 1,053,830
1,000,000 Temecula CA Community Services Recreational Center Project 0 1,091,150
1,000,000 Temecula Valley CA USD Series D FGIC Insured 0 1,029,120
1,000,000 Three Valleys CA Municipal Water District COP FGIC Insured 948,620 948,620
2,000,000 Three Valleys CA Municipal Water District Revenue COP FGIC Insured 2,006,720 2,006,720
1,000,000 Torrance CA COP AMBAC Insured 1,017,730 1,017,730
1,900,000 Torrance CA COP AMBAC Insured 0 1,922,059
2,705,000 Torrance CA COP AMBAC Insured 1,015,740 2,747,577
1,000,000 Truckee-Donner Public Utility District Certificates Participation Water
System Improvement Project 992,780 992,780
2,000,000 Tulare County CA COP Public Facilities Corporation Series A MBIA Insured 2,147,140 2,147,140
2,250,000 Twentynine Palms CA Water District CA COP 1,313,700 2,364,660
1,000,000 Union City CA Community RDFA Tax Allocation Revenue Community
Redevelopment Project AMBAC Insured 1,008,490 1,008,490
1,000,000 University of California Housing System Revenue Series A MBIA Insured 0 945,250
1,645,000 University of California Revenue Housing System Series A AMBAC Insured 1,664,724 1,664,724
9,900,000 University of California Revenue Multiple Purpose Project C AMBAC
Insured 6,856,737 9,837,927
1,000,000 University of California Revenue Multiple Purpose Projects AMBAC Insured 892,060 892,060
2,300,000 University of California Revenue Multiple Purpose Projects Series C
AMBAC Insured 0 2,261,517
1,000,000 University of California Revenue Residential Housing Projects AMBAC
Insured 1,041,020 1,041,020
2,000,000 University of California Revenue Residential Housing Projects AMBAC
Insured 2,068,160 2,068,160
3,200,000 University of California Revenue Seismic Safety Project MBIA Insured 1,477,188 3,260,001
2,500,000 University of California State Housing System Series A MBIA Insured 2,344,871 2,344,871
990,000 Upland CA HFA Revenue Issue A 0 1,025,581
1,000,000 Vacaville CA PFA Tax Allocation Redevelopment Project MBIA Insured 0 1,037,760
3,275,000 Vallejo CA Revenue Water Improvement Project FSA Insured 2,189,551 3,296,910
2,000,000 Ventura CA COP Public Facilities 2,095,160 2,095,160
2,000,000 Ventura CA COP Public Facilities Corporation IV 2,059,200 2,059,200
4,250,000 Walnut Creek CA John Muir Medical Center MBIA Insured 2,311,025 3,928,743
1,135,000 Walnut Valley CA USD Series C FGIC Insured 0 1,149,607
6,245,000 West & Central Basin CA Financing Authority Series A AMBAC Insured 1,156,493 5,801,043
3,500,000 West & Century Basin Finance Authority CA Revenue West Basin Project
AMBAC Insured 1,892,500 3,311,875
1,170,000 West Sacramento CA Financing Authority Revenue Water System
Improvement Project FGIC Insured 1,155,281 1,155,281
1,200,000 Westminster CA RDFA AMT 1,224,132 1,224,132
1,000,000 Whittier CA Educational Facilities Revenue Whittier College
Connie Lee Insured 961,860 961,860
1,000,000 Yolo County CA HFA Mortgage Revenue AMT FHA Collateralized 0 1,071,050
1,040,000 Yolo County CA Library Special Tax Community Facilities 1,058,980 1,058,980
------------------------------------
TOTAL CALIFORNIA MUNICIPAL BONDS $408,934,456 $625,700,193
(Cost $601,809,363)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 3.27%
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 2.68%
1,000,000 California State HFFA St Joseph's Health Systems Series B V/R 3.75 % 07/01/09
1,000,000 California State PCFA Shell Oil Company Project V/R Series C 3.70 10/01/00
1,800,000 California State PCFA Southern California Edison V/R Series A 5.20 02/28/08
800,000 California State PCFA V/R Shell Oil Co Project Series B 3.70 10/01/11
1,000,000 California State PCFA V/R Shell Oil Co Project Series B 3.70 10/01/11
1,000,000 Irvine Ranch CA Water District V/R 3.75 10/01/05
1,700,000 Irvine Ranch CA Water District V/R 3.80 06/01/15
1,000,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 3.75 10/01/10
850,000 Los Angeles County CA IDA Komax System Inc V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 5.15 12/01/06
1,250,000 Los Angeles County CA IDA V/R AMT LOC - Dai-Ichi Kangyo
Bank Ltd 5.15 12/01/06
950,000 Los Angeles County CA IDA Walter & Howard V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 5.15 12/01/06
850,000 Los Angeles County CA V/R 5.00 12/01/05
1,800,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 3.75 08/01/15
1,000,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 3.75 08/01/15
1,500,000 Orange County CA Water District LOC - National Westminster
Bank Plc 3.75 08/15/15
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 3.27%
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 2.68%
1,000,000 California State HFFA St Joseph's Health Systems Series B V/R $0 $1,000,000 $1,000,000
1,000,000 California State PCFA Shell Oil Company Project V/R Series C 0 1,000,000 1,000,000
1,800,000 California State PCFA Southern California Edison V/R Series A 0 1,800,000 1,800,000
800,000 California State PCFA V/R Shell Oil Co Project Series B 0 800,000 800,000
1,000,000 California State PCFA V/R Shell Oil Co Project Series B 1,000,000 0 1,000,000
1,000,000 Irvine Ranch CA Water District V/R 1,000,000 0 1,000,000
1,700,000 Irvine Ranch CA Water District V/R 0 1,700,000 1,700,000
1,000,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 0 1,000,000 1,000,000
850,000 Los Angeles County CA IDA Komax System Inc V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 850,000 0 850,000
1,250,000 Los Angeles County CA IDA V/R AMT LOC - Dai-Ichi Kangyo
Bank Ltd 1,250,000 0 1,250,000
950,000 Los Angeles County CA IDA Walter & Howard V/R AMT
LOC - Dai-Ichi Kangyo Bank Ltd 0 950,000 950,000
850,000 Los Angeles County CA V/R 850,000 0 850,000
1,800,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 0 1,800,000 1,800,000
1,000,000 Orange County CA Sanitation District V/R LOC - National
Westminster Bank Plc 1,000,000 0 1,000,000
1,500,000 Orange County CA Water District LOC - National Westminster
Bank Plc 1,500,000 0 1,500,000
-----------------------------------------
$7,450,000 $10,050,000 $17,500,000
<CAPTION>
Shares Security Name Value
<S> <C> <C> <C> <C> <C>
MONEY MARKET FUNDS - 0.59%
3,864,337 Arbor Fund CA Tax-Exempt Portfolio $2,336,807 $ 1,527,530 $ 3,864,337
1,019 Nuveen Institutional CA Tax-Exempt Fund 1,019 0 1,019
------------------------------------------
$2,337,826 $ 1,527,530 $ 3,865,356
TOTAL SHORT-TERM INSTRUMENTS
(Cost $21,365,356)
TOTAL INVESTMENTS IN SECURITIES
(Cost $623,174,719)* (Notes 1 and 3) 98.91% 647,065,549
Other Assets and Liabilities, Net 1.09% 7,155,028
------------ ---------------
TOTAL NET ASSETS 100.00% 654,220,577
============ ===============
</TABLE>
! Yield to maturity.
* Cost for federal income tax purposes is the same as for
financial statement purposes and net unrealized appreciation
consists of:
<TABLE>
<S> <C>
Gross Unrealized Appreciation 25,920,948
Gross Unrealized Depreciation (2,030,118)
------------
Net Unrealized Appreciation 23,890,830
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH CALIFORNIA TAX-FREE
MONEY MARKET FUND AND OVERLAND CALIFORNIA TAX-FREE MONEY MARKET FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
14,200,000 ABAG Finance Authority for Nonprofit Corp CA Lucile Salter
Packard Project V/R AMBAC Insured 3.90% 08/01/23 $2,400,000
1,600,000 Alameda Contra Costa California Schools Finance Authority
Revenue Series C 4.00 07/01/25 0
1,700,000 Alhambra CA IDA Sunclipse V/R LOC - Bank of America 3.40 05/01/07 1,700,000
2,505,000 Anaheim CA COP Police Facilities V/R 3.90 08/01/08 1,605,000
5,000,000 Anaheim CA Housing Revenue V/R LOC - Citibank 4.05 12/01/23 0
5,700,000 Anaheim CA Public Improvement V/R COP LOC - Industrial Bank
of Japan Ltd 3.90 08/01/19 2,800,000
4,500,000 Barstow CA MFHR Desert Vista Apartments V/R LOC -
Federal Home Loan Bank of San Francisco 4.00 12/01/20 0
3,700,000 Big Bear Lake CA Industrial Revenue Southwest Gas Corp V/R
AMT Series A LOC - Union Bank of Switzerland 3.95 12/01/28 0
6,585,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 4.05 07/01/06 2,365,000
20,700,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 4.05 07/01/21 10,000,000
2,500,000 California Health Facility Finance Authority Revenue -
Catholic West Series D MBIA Insured 4.05 07/01/18 0
8,270,000 California Health Facility Finance Authority Revenue -
Scripps Memorial Hospital Series A MBIA Insured 3.80 12/01/15 0
1,000,000 California HFFA Revenue - Sutter Health Series B 3.75 03/01/20 1,000,000
8,700,000 California HFFA V/R FSA Insured 3.75 07/01/22 8,700,000
10,500,000 California HFFA V/R Nonprofit Corp Catholic Healthcare MBIA Insured 4.05 07/01/12 0
6,400,000 California Housing Finance Authority Revenue Series B 4.20 08/01/38 0
2,000,000 California PCR Pacific Gas & Electric 3.65 07/02/97 0
8,000,000 California PCR Pacific Gas & Electric 3.70 08/14/97 0
2,000,000 California PCR Southern California Edison 3.65 11/21/97 0
5,600,000 California Pollution Control Finance Authority Revenue V/R 3.85 12/01/16 5,600,000
600,000 California Pollution Control Finance Authority Revenue V/R 3.95 02/01/16 600,000
3,600,000 California Pollution Control Revenue - Pacific Gas & Electric 3.75 07/02/97 3,600,000
2,400,000 California State CDA Revenue Series A 3.90 05/15/25 0
9,055,000 California State DWR Central Valley Project Revenue V/R 4.22 12/01/05 9,055,000
4,700,000 California State Eagle Trust Private Placement Co V/R 4.25 09/01/03 0
1,000,000 California State Educational Facilities Revenue 5.00 12/01/97 1,005,079
15,385,000 California State GO TOB Multiple LOC's 4.30 11/01/24 0
1,000,000 California State Health Facility Revenue Series B AMBAC Insured 3.75 07/01/12 300,000
2,000,000 California State HFA Home Mortgage Revenue V/R MBIA Insured 4.18 08/01/10 0
2,600,000 California State HFFA Adventist Health System V/R LOC -
Toronto Dominion Bank 3.95 08/01/21 2,600,000
9,400,000 California State HFFA Catholic Healthcare Series C V/R 4.05 07/01/20 4,700,000
8,700,000 California State HFFA Catholic West Hospital Series B V/R
MBIA Insured 4.05 07/01/05 0
5,100,000 California State HFFA Childrens Hospital V/R MBIA Insured 4.00 11/01/21 2,000,000
20,500,000 California State HFFA Kaiser Permanente V/R 3.85 05/01/26 4,900,000
800,000 California State HFFA Kaiser Permanente V/R 4.05 11/01/19 800,000
16,400,000 California State HFFA Memorial Health Services V/R 3.95 10/01/24 0
4,300,000 California State HFFA N. T. Enloe Memorial Hospital V/R LOC -
Bank of America 3.90 01/01/16 0
13,100,000 California State HFFA Revenue Catholic Healthcare West Series
C V/R MBIA Insured 4.05 07/01/11 0
300,000 California State HFFA Revenue Catholic Healthcare West V/R
MBIA Insured 4.05 07/01/09 0
8,900,000 California State HFFA Revenue Catholic Healthcare West V/R
Series B MBIA Insured 4.05 07/01/16 1,300,000
1,100,000 California State HFFA Santa Barbara Cottage V/R LOC - Credit Suisse 3.95 09/01/15 0
3,400,000 California State HFFA St Joseph Health Center Series A V/R 3.70 07/01/13 3,400,000
300,000 California State HFFA St Joseph's Health Systems Series B V/R 3.75 07/01/09 0
1,600,000 California State HFFA Sutter Hospital V/R LOC - Morgan Guaranty Trust 3.75 03/01/20 0
4,750,000 California State Housing Finance Agency Revenue 4.22 08/01/26 0
1,700,000 California State IDA Merrills Packing Inc V/R LOC - Bank of Tokyo Ltd 4.20 12/01/18 0
2,000,000 California State PCFA Chevron Project V/R 3.90 06/15/05 0
1,800,000 California State PCFA Financing Authority Solid Waste Disposal
Revenue Shell Oil Co Martinez Project V/R AMT AMBAC Insured 3.85 12/01/24 0
10,200,000 California State PCFA Pacific Gas & Electric V/R Series A 4.05 12/01/16 0
2,100,000 California State PCFA Pacific Gas & Electric V/R Series F 3.85 11/01/26 400,000
1,500,000 California State PCFA Resources Recovery Revenue V/R LOC -
Banque Nationale de Paris 4.25 09/01/18 0
6,000,000 California State PCFA Sanger Project Series 90-A V/R LOC -
Credit Suisse 3.95 09/01/20 0
1,500,000 California State PCFA Shell Oil Company Project V/R Series C 3.70 10/01/00 1,500,000
6,600,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project Series B V/R AMT LOC - Swiss Bank 3.95 12/01/16 5,000,000
8,000,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project V/R Series A LOC - Swiss Bank 3.95 12/01/16 0
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
14,200,000 ABAG Finance Authority for Nonprofit Corp CA Lucile Salter
Packard Project V/R AMBAC Insured $11,800,000 $14,200,000
1,600,000 Alameda Contra Costa California Schools Finance Authority
Revenue Series C 1,600,000 1,600,000
1,700,000 Alhambra CA IDA Sunclipse V/R LOC - Bank of America 0 1,700,000
2,505,000 Anaheim CA COP Police Facilities V/R 900,000 2,505,000
5,000,000 Anaheim CA Housing Revenue V/R LOC - Citibank 5,000,000 5,000,000
5,700,000 Anaheim CA Public Improvement V/R COP LOC - Industrial Bank
of Japan Ltd 2,900,000 5,700,000
4,500,000 Barstow CA MFHR Desert Vista Apartments V/R LOC -
Federal Home Loan Bank of San Francisco 4,500,000 4,500,000
3,700,000 Big Bear Lake CA Industrial Revenue Southwest Gas Corp V/R
AMT Series A LOC - Union Bank of Switzerland 3,700,000 3,700,000
6,585,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 4,200,000 6,585,000
20,700,000 California Health Facility Finance Authority Revenue -
Catholic Healthcare Series A MBIA Insured 10,700,000 20,700,000
2,500,000 California Health Facility Finance Authority Revenue -
Catholic West Series D MBIA Insured 2,500,000 2,500,000
8,270,000 California Health Facility Finance Authority Revenue -
Scripps Memorial Hospital Series A MBIA Insured 8,270,000 8,270,000
1,000,000 California HFFA Revenue - Sutter Health Series B 0 1,000,000
8,700,000 California HFFA V/R FSA Insured 0 8,700,000
10,500,000 California HFFA V/R Nonprofit Corp Catholic Healthcare MBIA Insured 10,500,000 10,500,000
6,400,000 California Housing Finance Authority Revenue Series B 6,400,000 6,400,000
2,000,000 California PCR Pacific Gas & Electric 2,000,000 2,000,000
8,000,000 California PCR Pacific Gas & Electric 8,000,000 8,000,000
2,000,000 California PCR Southern California Edison 2,000,000 2,000,000
5,600,000 California Pollution Control Finance Authority Revenue V/R 0 5,600,000
600,000 California Pollution Control Finance Authority Revenue V/R 0 600,000
3,600,000 California Pollution Control Revenue - Pacific Gas & Electric 0 3,600,000
2,400,000 California State CDA Revenue Series A 2,400,000 2,400,000
9,055,000 California State DWR Central Valley Project Revenue V/R 0 9,055,000
4,700,000 California State Eagle Trust Private Placement Co V/R 4,700,000 4,700,000
1,000,000 California State Educational Facilities Revenue 0 1,005,079
15,385,000 California State GO TOB Multiple LOC's 15,385,000 15,385,000
1,000,000 California State Health Facility Revenue Series B AMBAC Insured 700,000 1,000,000
2,000,000 California State HFA Home Mortgage Revenue V/R MBIA Insured 2,000,000 2,000,000
2,600,000 California State HFFA Adventist Health System V/R LOC -
Toronto Dominion Bank 0 2,600,000
9,400,000 California State HFFA Catholic Healthcare Series C V/R 4,700,000 9,400,000
8,700,000 California State HFFA Catholic West Hospital Series B V/R
MBIA Insured 8,700,000 8,700,000
5,100,000 California State HFFA Childrens Hospital V/R MBIA Insured 3,100,000 5,100,000
20,500,000 California State HFFA Kaiser Permanente V/R 15,600,000 20,500,000
800,000 California State HFFA Kaiser Permanente V/R 0 800,000
16,400,000 California State HFFA Memorial Health Services V/R 16,400,000 16,400,000
4,300,000 California State HFFA N. T. Enloe Memorial Hospital V/R LOC -
Bank of America 4,300,000 4,300,000
13,100,000 California State HFFA Revenue Catholic Healthcare West Series
C V/R MBIA Insured 13,100,000 13,100,000
300,000 California State HFFA Revenue Catholic Healthcare West V/R
MBIA Insured 300,000 300,000
8,900,000 California State HFFA Revenue Catholic Healthcare West V/R
Series B MBIA Insured 7,600,000 8,900,000
1,100,000 California State HFFA Santa Barbara Cottage V/R LOC - Credit Suisse 1,100,000 1,100,000
3,400,000 California State HFFA St Joseph Health Center Series A V/R 0 3,400,000
300,000 California State HFFA St Joseph's Health Systems Series B V/R 300,000 300,000
1,600,000 California State HFFA Sutter Hospital V/R LOC - Morgan Guaranty Trust 1,600,000 1,600,000
4,750,000 California State Housing Finance Agency Revenue 4,750,000 4,750,000
1,700,000 California State IDA Merrills Packing Inc V/R LOC - Bank of Tokyo Ltd 1,700,000 1,700,000
2,000,000 California State PCFA Chevron Project V/R 1,996,300 1,996,300
1,800,000 California State PCFA Financing Authority Solid Waste Disposal
Revenue Shell Oil Co Martinez Project V/R AMT AMBAC Insured 1,800,000 1,800,000
10,200,000 California State PCFA Pacific Gas & Electric V/R Series A 10,200,000 10,200,000
2,100,000 California State PCFA Pacific Gas & Electric V/R Series F 1,700,000 2,100,000
1,500,000 California State PCFA Resources Recovery Revenue V/R LOC -
Banque Nationale de Paris 1,500,000 1,500,000
6,000,000 California State PCFA Sanger Project Series 90-A V/R LOC -
Credit Suisse 6,000,000 6,000,000
1,500,000 California State PCFA Shell Oil Company Project V/R Series C 0 1,500,000
6,600,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project Series B V/R AMT LOC - Swiss Bank 1,600,000 6,600,000
8,000,000 California State PCFA Solid Waste Disposal Revenue Colmac
Energy Project V/R Series A LOC - Swiss Bank 8,000,000 8,000,000
</TABLE>
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<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,760,000 California State PCFA Solid Waste Disposal Revenue Taormina
Industries Project AMT Multiple LOC's 4.15% 08/01/14 $3,600,000
7,500,000 California State PCFA Southern California Edison V/R Series A 5.20 02/28/08 0
700,000 California State PCFA Southern California Edison V/R Series C 5.20 02/28/08 0
6,900,000 California State PCFA Southern California Edison V/R Series D 5.20 02/28/08 4,100,000
3,500,000 California State PCFA Stanislaus Project V/R AMT LOC - Swiss Bank 3.85 12/01/17 2,400,000
6,000,000 California State PCFA Western Waste Industries Project V/R LOC - Citibank 4.00 12/01/00 6,000,000
1,300,000 California State PCR Pacific Gas & Electric 3.85 11/01/26 0
67,125,000 California State School Cash Reserve Projects Authority Series A 4.75 07/02/97 18,525,480
50,000,000 California State School Cash Reserve Projects Authority Series A 4.75 07/02/98 10,086,600
2,500,000 California Statewide CDA Apartment Development Revenue Series A-6
V/R FNMA Collateralized 4.00 05/15/25 2,500,000
12,000,000 California Statewide CDA Apartment Development Revenue V/R Series
A-2 FNMA Collateralized 3.90 05/15/25 0
20,100,000 California Statewide CDA Apartment Development Revenue V/R Series
A-4 FNMA Collateralized 4.00 05/15/05 0
500,000 California Statewide CDA Apartment Revenue Series A-7 V/R AMT
FNMA Collateralized 4.05 05/15/25 500,000
3,200,000 California Statewide CDA Barton Hospital V/R LOC -
Banque Nationale de Paris 3.95 12/01/09 0
2,100,000 California Statewide CDA COP 4.10 06/01/26 2,100,000
14,500,000 California Statewide CDA Revenue COP V/R Kaiser
Foundation Hospitals 3.85 12/01/15 0
1,000,000 California Statewide CDA Revenue DV Industries V/R AMT
Series A LOC - Bank of Tokyo Ltd 4.20 08/01/19 0
3,400,000 California Statewide CDA St Joseph Health System Group 3.75 07/01/24 0
8,600,000 California Statewide CDA St Joseph Health System V/R 3.90 07/01/08 4,800,000
1,910,000 California Statwide CDA Industrial Revenue Tri H Food Multiple LOC's 4.15 08/01/11 1,910,000
1,210,000 Central Coast Water Authority California Revenue Series A AMBAC Insured 4.00 10/01/97 1,211,028
12,100,000 Chula Vista CA IDA Revenue Daily San Diego Gas & Electric 3.75 07/01/21 11,200,000
9,700,000 Chula Vista CA IDR San Diego Gas & Electric V/R 4.10 12/01/27 0
17,600,000 Chula Vista CA Industrial Development Revenue San Diego
Gas & Electric Series B 5.40 12/01/21 3,400,000
3,240,000 Chula Vista CA MFHR V/R Series A 4.20 03/01/05 0
5,000,000 Chula Vista CA San Diego Gas & Electric 3.70 11/21/97 0
5,000,000 Chula Vista CA San Diego Gas & Electric 3.70 08/15/97 0
1,000,000 Chula Vista CA San Diego Gas & Electric 3.75 11/14/97 0
5,000,000 Chula Vista CA San Diego Gas & Electric 3.85 08/08/97 0
5,100,000 Colton CA RDFA Las Palomas Associates Project V/R LOC - Bank of America 3.75 11/01/15 0
600,000 Colton CA RDFA MFHR V/R LOC - Federal Home Loan Bank of San Francisco 3.90 05/01/10 600,000
1,100,000 Concord CA MFHR Bel Air Apartments V/R AMT LOC - Bank of America 3.85 12/01/16 1,100,000
745,000 Contra Costa County CA MFHR El Cerrito Royale V/R LOC - Bank of America 3.85 12/01/17 0
2,500,000 Contra Costa County CA MFHR Park Regency Apartment V/R LOC - Bank of America 4.20 08/01/32 0
10,000,000 Contra Costa County CA TRAN 4.50 07/03/97 3,000,095
2,000,000 Duarte CA RDFA COP Johnson Duarte Partners Project V/R Series B LOC -
Bank of America 3.95 12/01/14 2,000,000
26,100,000 Eagle Trust V/R Series 94 MBIA Insured 4.30 09/01/03 8,100,000
2,000,000 East Bay CA MUD 3.60 09/10/97 0
2,000,000 East Bay CA MUD 3.70 08/28/97 0
3,500,000 East Bay CA MUD West Landes 3.55 07/23/97 0
100,000 Eastern Municipal Water District CA Revenue Series B V/R FGIC Insured 4.00 07/01/20 0
4,400,000 Escondido CA CDA V/R AMT LOC - Bank of America 3.85 10/01/16 0
150,000 Farfield CA IDA Herman G Rowland Project V/R LOC - Bank of America 4.00 04/01/05 0
18,300,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series B V/R LOC - Morgan Guaranty Trust 4.00 01/02/35 0
18,000,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series C V/R LOC - Credit Suisse 3.90 01/02/35 1,300,000
7,500,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
V/R LOC - Banque National de Paris 3.95 01/02/35 0
11,500,000 Foothill / Eastern CA Transportation Corridor Toll Road Development
Series D V/R LOC - Industrial Bank of Japan Ltd 4.10 01/02/35 6,000,000
1,500,000 Fowler CA IDA Bee Sweet Citrus Inc V/R AMT LOC - Bank of America 4.20 12/01/05 0
5,500,000 Fremont CA MFHR V/R Creekside Village Apartments LOC - National
Westminster Bank Plc 3.90 09/01/07 3,200,000
4,000,000 Fresno CA USD 4.50 08/14/97 4,002,764
5,000,000 Fresno City CA TRAN Series A 4.75 09/29/97 5,014,308
6,800,000 Fullerton CA IDA Sunclipse Inc V/R LOC - Bank of America 3.40 07/01/15 0
8,000,000 Hayward CA MFHR V/R FGIC Insured 4.00 08/01/14 0
3,635,000 Huntington Beach CA MFHR Seabridge Villas V/R LOC - Bank of America 4.00 02/01/10 3,635,000
4,500,000 Irvine CA Development Revenue V/R 3.75 09/02/21 900,000
9,900,000 Irvine CA Development Revenue V/R 3.90 09/02/11 0
1,400,000 Irvine CA IDA Improvement Bond V/R LOC - National Westminster Bank Plc 3.75 09/02/15 100,000
1,600,000 Irvine CA IDA Irvine East Investment Co V/R LOC - Bank of America 3.75 12/01/05 1,600,000
9,000,000 Irvine CA Public Facilities & Infrastructure Authority Lease
Revenue V/R Capital Improvement Project 4.00 11/01/10 4,200,000
500,000 Irvine Ranch CA Water District LOC - National Westminster Bank Plc 3.75 08/01/16 100,000
1,500,000 Irvine Ranch CA Water District V/R 3.75 10/01/05 1,000,000
600,000 Irvine Ranch CA Water District V/R 3.75 09/01/06 600,000
500,000 Irvine Ranch CA Water District V/R 3.80 11/15/13 500,000
10,600,000 Irvine Ranch CA Water District V/R LOC - Bank of America 3.75 04/01/33 5,100,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,760,000 California State PCFA Solid Waste Disposal Revenue Taormina
Industries Project AMT Multiple LOC's $3,160,000 $6,760,000
7,500,000 California State PCFA Southern California Edison V/R Series A 7,500,000 7,500,000
700,000 California State PCFA Southern California Edison V/R Series C 700,000 700,000
6,900,000 California State PCFA Southern California Edison V/R Series D 2,800,000 6,900,000
3,500,000 California State PCFA Stanislaus Project V/R AMT LOC - Swiss Bank 1,100,000 3,500,000
6,000,000 California State PCFA Western Waste Industries Project V/R LOC - Citibank 0 6,000,000
1,300,000 California State PCR Pacific Gas & Electric 1,300,000 1,300,000
67,125,000 California State School Cash Reserve Projects Authority Series A 48,601,593 67,127,073
50,000,000 California State School Cash Reserve Projects Authority Series A 40,346,400 50,433,000
2,500,000 California Statewide CDA Apartment Development Revenue Series A-6
V/R FNMA Collateralized 0 2,500,000
12,000,000 California Statewide CDA Apartment Development Revenue V/R Series
A-2 FNMA Collateralized 12,000,000 12,000,000
20,100,000 California Statewide CDA Apartment Development Revenue V/R Series
A-4 FNMA Collateralized 20,100,000 20,100,000
500,000 California Statewide CDA Apartment Revenue Series A-7 V/R AMT
FNMA Collateralized 0 500,000
3,200,000 California Statewide CDA Barton Hospital V/R LOC -
Banque Nationale de Paris 3,200,000 3,200,000
2,100,000 California Statewide CDA COP 0 2,100,000
14,500,000 California Statewide CDA Revenue COP V/R Kaiser
Foundation Hospitals 14,500,000 14,500,000
1,000,000 California Statewide CDA Revenue DV Industries V/R AMT
Series A LOC - Bank of Tokyo Ltd 1,000,000 1,000,000
3,400,000 California Statewide CDA St Joseph Health System Group 3,400,000 3,400,000
8,600,000 California Statewide CDA St Joseph Health System V/R 3,800,000 8,600,000
1,910,000 California Statwide CDA Industrial Revenue Tri H Food Multiple LOC's 0 1,910,000
1,210,000 Central Coast Water Authority California Revenue Series A AMBAC Insured 0 1,211,028
12,100,000 Chula Vista CA IDA Revenue Daily San Diego Gas & Electric 900,000 12,100,000
9,700,000 Chula Vista CA IDR San Diego Gas & Electric V/R 9,700,000 9,700,000
17,600,000 Chula Vista CA Industrial Development Revenue San Diego
Gas & Electric Series B 14,200,000 17,600,000
3,240,000 Chula Vista CA MFHR V/R Series A 3,240,000 3,240,000
5,000,000 Chula Vista CA San Diego Gas & Electric 5,000,000 5,000,000
5,000,000 Chula Vista CA San Diego Gas & Electric 5,000,000 5,000,000
1,000,000 Chula Vista CA San Diego Gas & Electric 1,000,000 1,000,000
5,000,000 Chula Vista CA San Diego Gas & Electric 5,000,000 5,000,000
5,100,000 Colton CA RDFA Las Palomas Associates Project V/R LOC - Bank of America 5,100,000 5,100,000
600,000 Colton CA RDFA MFHR V/R LOC - Federal Home Loan Bank of San Francisco 0 600,000
1,100,000 Concord CA MFHR Bel Air Apartments V/R AMT LOC - Bank of America 0 1,100,000
745,000 Contra Costa County CA MFHR El Cerrito Royale V/R LOC - Bank of America 745,000 745,000
2,500,000 Contra Costa County CA MFHR Park Regency Apartment V/R LOC - Bank of America 2,500,000 2,500,000
10,000,000 Contra Costa County CA TRAN 7,000,221 10,000,316
2,000,000 Duarte CA RDFA COP Johnson Duarte Partners Project V/R Series B LOC -
Bank of America 0 2,000,000
26,100,000 Eagle Trust V/R Series 94 MBIA Insured 18,000,000 26,100,000
2,000,000 East Bay CA MUD 2,000,000 2,000,000
2,000,000 East Bay CA MUD 2,000,000 2,000,000
3,500,000 East Bay CA MUD West Landes 3,500,000 3,500,000
100,000 Eastern Municipal Water District CA Revenue Series B V/R FGIC Insured 100,000 100,000
4,400,000 Escondido CA CDA V/R AMT LOC - Bank of America 4,400,000 4,400,000
150,000 Farfield CA IDA Herman G Rowland Project V/R LOC - Bank of America 150,000 150,000
18,300,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series B V/R LOC - Morgan Guaranty Trust 18,300,000 18,300,000
18,000,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
Series C V/R LOC - Credit Suisse 16,700,000 18,000,000
7,500,000 Foothill / Eastern CA Transportation Corridor Agency Toll Road Revenue
V/R LOC - Banque National de Paris 7,500,000 7,500,000
11,500,000 Foothill / Eastern CA Transportation Corridor Toll Road Development
Series D V/R LOC - Industrial Bank of Japan Ltd 5,500,000 11,500,000
1,500,000 Fowler CA IDA Bee Sweet Citrus Inc V/R AMT LOC - Bank of America 1,500,000 1,500,000
5,500,000 Fremont CA MFHR V/R Creekside Village Apartments LOC - National
Westminster Bank Plc 2,300,000 5,500,000
4,000,000 Fresno CA USD 0 4,002,764
5,000,000 Fresno City CA TRAN Series A 0 5,014,308
6,800,000 Fullerton CA IDA Sunclipse Inc V/R LOC - Bank of America 6,800,000 6,800,000
8,000,000 Hayward CA MFHR V/R FGIC Insured 8,000,000 8,000,000
3,635,000 Huntington Beach CA MFHR Seabridge Villas V/R LOC - Bank of America 0 3,635,000
4,500,000 Irvine CA Development Revenue V/R 3,600,000 4,500,000
9,900,000 Irvine CA Development Revenue V/R 9,900,000 9,900,000
1,400,000 Irvine CA IDA Improvement Bond V/R LOC - National Westminster Bank Plc 1,300,000 1,400,000
1,600,000 Irvine CA IDA Irvine East Investment Co V/R LOC - Bank of America 0 1,600,000
9,000,000 Irvine CA Public Facilities & Infrastructure Authority Lease
Revenue V/R Capital Improvement Project 4,800,000 9,000,000
500,000 Irvine Ranch CA Water District LOC - National Westminster Bank Plc 400,000 500,000
1,500,000 Irvine Ranch CA Water District V/R 500,000 1,500,000
600,000 Irvine Ranch CA Water District V/R 0 600,000
500,000 Irvine Ranch CA Water District V/R 0 500,000
10,600,000 Irvine Ranch CA Water District V/R LOC - Bank of America 5,500,000 10,600,000
</TABLE>
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<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
3,900,000 Irvine Ranch CA Water District V/R LOC - Commerzbank AG 3.75% 01/01/21 $0
500,000 Irvine Ranch CA Water District V/R LOC - Dai-Ichi Kangyo Bank Ltd 3.80 09/02/20 0
400,000 Irvine Ranch CA Water District V/R LOC - Morgan Guaranty Trust 3.75 08/01/16 0
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 3.75 10/01/00 0
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 3.75 10/01/10 0
2,000,000 Irwindale CA IDA Revenue Toys R Us Project 4.25 12/01/19 2,000,000
1,900,000 Kern CO COP Public Facilities Project Series D V/R 4.00 08/01/06 1,000,000
200,000 Lancaster CA HFA MFHR Westwood Park Apartments V/R LOC - Bank of America 3.75 12/01/07 0
3,900,000 Livermore MFHR V/R 4.00 07/15/18 0
29,100,000 Long Beach CA Health Facilities Memorial Health Services 3.95 10/01/16 6,500,000
2,000,000 Long Beach Harbor CA AMT 3.65 07/10/97 0
5,000,000 Long Beach Harbor CA AMT 3.75 08/14/97 0
5,900,000 Long Beach Harbor CA AMT 3.75 08/14/97 0
3,000,000 Long Beach Harbor CA AMT 3.75 07/11/97 0
3,000,000 Long Beach Harbor CA AMT 3.85 09/12/97 0
24,200,000 Los Angeles CA Community Development Multifamily Housing Revenue 4.15 04/01/09 0
300,000 Los Angeles CA Community RDFA MFHR Skyline at Southpark Phase II
V/R LOC - Industrial Bank of Japan Ltd 4.20 12/01/05 300,000
3,700,000 Los Angeles CA MFHA Malibu Meadows Project Series A V/R LOC -
Sumitomo Bank Ltd 4.10 12/01/15 0
2,515,000 Los Angeles CA MFHR Canyon Aparments Series C V/R LOC - Swiss Bank 4.10 12/01/10 0
1,800,000 Los Angeles CA MFHR Masselin Manor V/R LOC - Bank of America 4.05 07/01/15 0
1,000,000 Los Angeles CA MFHR Poinsettia Apartments Series A V/R LOC - Dai-
Ichi Kangyo Bank Ltd 4.30 07/01/19 0
500,000 Los Angeles CA MFHR Series B V/R AMT LOC - Federal Home Loan Bank
of San Francisco 4.25 12/01/26 500,000
500,000 Los Angeles CA MFHR V/R 3.65 07/01/14 0
3,300,000 Los Angeles CA MFHR V/R AMT LOC - Federal Home Loan Bank of San Francisco 4.25 08/01/26 3,300,000
40,100,000 Los Angeles CA Pension Obligation V/R Series B AMBAC Insured 3.90 06/30/07 0
6,800,000 Los Angeles CA Pension Obligation V/R Series C AMBAC Insured 3.90 06/30/07 0
15,000,000 Los Angeles CA TRAN 4.50 06/30/98 0
2,400,000 Los Angeles County CA HFA MFHR Harbor Cove Project V/R LOC - Citibank 4.00 10/01/06 1,000,000
9,800,000 Los Angeles County CA HFA MFHR Park Sierra V/R AMT LOC - Citibank 4.05 12/01/08 0
6,900,000 Los Angeles County CA HFA MFHR Sand Canyon Ranch Project V/R LOC - Citibank 4.00 11/01/06 2,800,000
10,000,000 Los Angeles County CA Metropolitan Transportation Authority 3.65 11/19/97 0
3,400,000 Los Angeles County CA Metropolitan Transportation Authority 3.70 11/14/97 0
2,400,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue V/R Series A 4.00 07/01/20 2,300,000
14,100,000 Los Angeles County CA Pension Obligation V/R Series A AMBAC Insured 3.90 06/30/07 2,700,000
72,000,000 Los Angeles County CA TRAN 4.50 06/30/96 15,093,600
26,750,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
V/R FGIC Insured 3.90 07/01/12 1,100,000
5,000,000 Los Angeles County CA Waste Water Systems 3.55 07/23/97 0
1,000,000 Metropolitan Water District of Southern CA Waterworks Revenue CP 4.00 07/01/97 0
12,800,000 Metropolitan Water District of Southern California 3.70 08/15/97 12,800,000
5,400,000 Modesto CA MFHR Westdale Commons Apartments V/R LOC - Federal Home
Loan Bank of San Francisco 4.10 12/01/15 0
2,900,000 Montebello CA V/R LOC - Bank of America 3.40 04/01/15 2,900,000
3,100,000 Monterey CA Peninsula Water Management District Wastewater Reclamation
Project V/R LOC - Sumitomo Bank Ltd 4.20 07/01/22 0
6,000,000 Monterey CA Regional Waste Management Authority Revenue Series A V/R
LOC - Dai-Ichi Kangyo Bank Ltd 4.25 04/01/15 0
18,500,000 Monterey County CA Financing Authority Water Reclamation Projects V/R
AMT LOC - Dai-Ichi Bank Ltd 4.25 09/01/36 2,000,000
7,265,000 Monterey County CA Regional Waste Management Authority Revenue 7.88 ! 12/01/17 2,349,016
6,400,000 Moorpark CA MFHR Le Club Apartments V/R LOC - Citibank 4.05 11/01/15 0
30,800,000 Northern California State Public Power Revenue Geothermeal Project 3A
AMBAC Insured 3.90 07/01/05 8,500,000
8,800,000 Ontario CA MFHR Park Centre Apartments V/R LOC - Bank of New York 3.75 08/01/07 0
3,360,000 Ontario CA MFHR Vineyard Village Apartments V/R LOC - Industrial Bank
of Japan Ltd 4.10 12/01/05 2,000,000
1,000,000 Orange County CA Apartment Development Revenue Series U 3.98 11/01/09 1,000,000
7,000,000 Orange County CA HFA Bear Brand Apartments Prozect Series Z LOC - Fuji
Bank Ltd 3.90 11/01/07 0
7,249,000 Orange County CA HFA Harbor Pointe Apartment V/R Issue D LOC - Citibank 4.10 12/01/06 0
4,200,000 Orange County CA HFA Monarch Bay Apartments V/R LOC - Mitsubishi Bank Ltd 4.20 10/01/07 0
700,000 Orange County CA HFA Niguel Summit Apartment V/R LOC - Bank of America 3.85 11/01/09 0
5,400,000 Orange County CA HFA Seaside Meadow Apartments Series C LOC - Bank of America 3.90 08/01/08 0
13,300,000 Orange County CA HFA The Lakes Apartments V/R LOC - Citibank 4.05 12/01/06 0
3,700,000 Orange County CA HFA Vintage Wood Apartments V/R LOC - Mitsubishi Bank Ltd 3.85 11/01/08 2,000,000
6,800,000 Orange County CA Housing Authority - Costa Partners V/R 3.90 12/01/09 0
5,000,000 Orange County CA Improvement Bond V/R Multiple LOC's 3.90 09/02/18 0
32,300,000 Orange County CA Sanitation District Multiple Credit Enhancments 4.00 08/01/13 4,400,000
2,200,000 Orange County CA Sanitation District V/R LOC - National Westminster Bank Plc 3.75 08/01/15 2,200,000
8,600,000 Orange County CA Sanitation District V/R Multiple Credit Enhancements 3.75 08/01/16 8,600,000
2,500,000 Redlands CA Certificates Participation Water Treatment Facilities Project
FGIC Insured 4.00 09/01/15 2,500,000
10,000,000 Regents of the University of California 3.55 08/18/97 5,000,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
3,900,000 Irvine Ranch CA Water District V/R LOC - Commerzbank AG $3,900,000 $3,900,000
500,000 Irvine Ranch CA Water District V/R LOC - Dai-Ichi Kangyo Bank Ltd 500,000 500,000
400,000 Irvine Ranch CA Water District V/R LOC - Morgan Guaranty Trust 400,000 400,000
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 2,400,000 2,400,000
2,400,000 Irvine Ranch CA Water District V/R LOC - Sumitomo Bank Ltd 2,400,000 2,400,000
2,000,000 Irwindale CA IDA Revenue Toys R Us Project 0 2,000,000
1,900,000 Kern CO COP Public Facilities Project Series D V/R 900,000 1,900,000
200,000 Lancaster CA HFA MFHR Westwood Park Apartments V/R LOC - Bank of America 200,000 200,000
3,900,000 Livermore MFHR V/R 3,900,000 3,900,000
29,100,000 Long Beach CA Health Facilities Memorial Health Services 22,600,000 29,100,000
2,000,000 Long Beach Harbor CA AMT 2,000,000 2,000,000
5,000,000 Long Beach Harbor CA AMT 5,000,000 5,000,000
5,900,000 Long Beach Harbor CA AMT 5,900,000 5,900,000
3,000,000 Long Beach Harbor CA AMT 3,000,000 3,000,000
3,000,000 Long Beach Harbor CA AMT 3,000,000 3,000,000
24,200,000 Los Angeles CA Community Development Multifamily Housing Revenue 24,200,000 24,200,000
300,000 Los Angeles CA Community RDFA MFHR Skyline at Southpark Phase II
V/R LOC - Industrial Bank of Japan Ltd 0 300,000
3,700,000 Los Angeles CA MFHA Malibu Meadows Project Series A V/R LOC -
Sumitomo Bank Ltd 3,700,000 3,700,000
2,515,000 Los Angeles CA MFHR Canyon Aparments Series C V/R LOC - Swiss Bank 2,515,000 2,515,000
1,800,000 Los Angeles CA MFHR Masselin Manor V/R LOC - Bank of America 1,800,000 1,800,000
1,000,000 Los Angeles CA MFHR Poinsettia Apartments Series A V/R LOC - Dai-
Ichi Kangyo Bank Ltd 1,000,000 1,000,000
500,000 Los Angeles CA MFHR Series B V/R AMT LOC - Federal Home Loan Bank
of San Francisco 0 500,000
500,000 Los Angeles CA MFHR V/R 500,000 500,000
3,300,000 Los Angeles CA MFHR V/R AMT LOC - Federal Home Loan Bank of San Francisco 0 3,300,000
40,100,000 Los Angeles CA Pension Obligation V/R Series B AMBAC Insured 40,100,000 40,100,000
6,800,000 Los Angeles CA Pension Obligation V/R Series C AMBAC Insured 6,800,000 6,800,000
15,000,000 Los Angeles CA TRAN 15,089,250 15,089,250
2,400,000 Los Angeles County CA HFA MFHR Harbor Cove Project V/R LOC - Citibank 1,400,000 2,400,000
9,800,000 Los Angeles County CA HFA MFHR Park Sierra V/R AMT LOC - Citibank 9,800,000 9,800,000
6,900,000 Los Angeles County CA HFA MFHR Sand Canyon Ranch Project V/R LOC - Citibank 4,100,000 6,900,000
10,000,000 Los Angeles County CA Metropolitan Transportation Authority 10,000,000 10,000,000
3,400,000 Los Angeles County CA Metropolitan Transportation Authority 3,400,000 3,400,000
2,400,000 Los Angeles County CA Metropolitan Transportation Authority Sales
Tax Revenue V/R Series A 100,000 2,400,000
14,100,000 Los Angeles County CA Pension Obligation V/R Series A AMBAC Insured 11,400,000 14,100,000
72,000,000 Los Angeles County CA TRAN 57,355,680 72,449,280
26,750,000 Los Angeles County CA Transportation Commission Sales Tax Revenue
V/R FGIC Insured 25,650,000 26,750,000
5,000,000 Los Angeles County CA Waste Water Systems 5,000,000 5,000,000
1,000,000 Metropolitan Water District of Southern CA Waterworks Revenue CP 1,000,000 1,000,000
12,800,000 Metropolitan Water District of Southern California 0 12,800,000
5,400,000 Modesto CA MFHR Westdale Commons Apartments V/R LOC - Federal Home
Loan Bank of San Francisco 5,400,000 5,400,000
2,900,000 Montebello CA V/R LOC - Bank of America 0 2,900,000
3,100,000 Monterey CA Peninsula Water Management District Wastewater Reclamation
Project V/R LOC - Sumitomo Bank Ltd 3,100,000 3,100,000
6,000,000 Monterey CA Regional Waste Management Authority Revenue Series A V/R
LOC - Dai-Ichi Kangyo Bank Ltd 6,000,000 6,000,000
18,500,000 Monterey County CA Financing Authority Water Reclamation Projects V/R
AMT LOC - Dai-Ichi Bank Ltd 16,500,000 18,500,000
7,265,000 Monterey County CA Regional Waste Management Authority Revenue 5,185,465 7,534,481
6,400,000 Moorpark CA MFHR Le Club Apartments V/R LOC - Citibank 6,400,000 6,400,000
30,800,000 Northern California State Public Power Revenue Geothermeal Project 3A
AMBAC Insured 22,300,000 30,800,000
8,800,000 Ontario CA MFHR Park Centre Apartments V/R LOC - Bank of New York 8,800,000 8,800,000
3,360,000 Ontario CA MFHR Vineyard Village Apartments V/R LOC - Industrial Bank
of Japan Ltd 1,360,000 3,360,000
1,000,000 Orange County CA Apartment Development Revenue Series U 0 1,000,000
7,000,000 Orange County CA HFA Bear Brand Apartments Prozect Series Z LOC - Fuji
Bank Ltd 7,000,000 7,000,000
7,249,000 Orange County CA HFA Harbor Pointe Apartment V/R Issue D LOC - Citibank 7,249,000 7,249,000
4,200,000 Orange County CA HFA Monarch Bay Apartments V/R LOC - Mitsubishi Bank Ltd 4,200,000 4,200,000
700,000 Orange County CA HFA Niguel Summit Apartment V/R LOC - Bank of America 700,000 700,000
5,400,000 Orange County CA HFA Seaside Meadow Apartments Series C LOC - Bank of America 5,400,000 5,400,000
13,300,000 Orange County CA HFA The Lakes Apartments V/R LOC - Citibank 13,300,000 13,300,000
3,700,000 Orange County CA HFA Vintage Wood Apartments V/R LOC - Mitsubishi Bank Ltd 1,700,000 3,700,000
6,800,000 Orange County CA Housing Authority - Costa Partners V/R 6,800,000 6,800,000
5,000,000 Orange County CA Improvement Bond V/R Multiple LOC's 5,000,000 5,000,000
32,300,000 Orange County CA Sanitation District Multiple Credit Enhancments 27,900,000 32,300,000
2,200,000 Orange County CA Sanitation District V/R LOC - National Westminster Bank Plc 0 2,200,000
8,600,000 Orange County CA Sanitation District V/R Multiple Credit Enhancements 0 8,600,000
2,500,000 Redlands CA Certificates Participation Water Treatment Facilities Project
FGIC Insured 0 2,500,000
10,000,000 Regents of the University of California 5,000,000 10,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
10,000,000 Regents of the University of California 3.55% 08/27/97 $0
10,000,000 Regents of the University of California 3.60 08/15/97 0
6,000,000 Regents of the University of California 3.70 11/14/97 2,000,000
4,000,000 Regents of the University of California 3.70 11/10/97 0
5,000,000 Regents of the University of California 3.75 11/13/97 0
2,800,000 Riverside County CA Certificates Participation Revenue Series C 4.00 12/01/15 0
2,000,000 Riverside County CA Certificates Participation Revenue Series D 4.05 12/01/15 0
6,250,000 Riverside County CA Transportation Sales Tax Revenue 3.65 07/03/97 0
1,000,000 Sacramento CA MFHR River Oaks Apartments V/R Series E 4.25 09/15/07 0
6,000,000 Sacramento CA MUD 3.75 08/08/97 0
6,700,000 Sacramento County CA Administration Center & Courthouse Project
V/R LOC - Union Bank of Switzerland 3.90 06/01/20 0
9,620,000 Sacramento County CA EDFA Series A 4.00 11/27/97 0
200,000 Sacramento County CA MFHR Series A V/R LOC - Dai-Ichi Kangyo Bank Ltd 4.25 01/01/00 200,000
5,900,000 Sacramento County CA Series C V/R LOC - Dai-Ichi Kangyo Bank Ltd 4.25 04/15/07 0
13,700,000 Sacramento County CA Tax & Revenue Anticipation Notes 4.50 09/30/97 13,732,201
2,780,000 Salinas CA MFHR Brentwood Gardens V/R LOC - Bank of America 3.75 03/01/05 2,780,000
5,000,000 San Bernardino CA Alta Loma Apartments V/R LOC - Federal Home Loan
Bank of Atlanta 4.05 02/01/23 0
1,270,000 San Bernardino County CA IDA Transamerican Plastics V/R LOC - National
Westminster Bank Plc 4.10 12/01/06 0
7,110,000 San Bernardino County CA MFHR V/R LOC - Federal Home Loan Bank of
San Francisco 4.05 05/01/17 2,185,000
400,000 San Bernardino County CA MFHR Western Properties Project II V/R LOC -
Bank of America 4.00 05/01/05 0
700,000 San Bernardino County CA MFHR Western Properties Project III V/R LOC -
Bank of America 4.00 08/01/05 0
100,000 San Bernardino County CA MFHR Western Properties Project IV V/R LOC -
Bank of America 4.00 08/01/05 0
1,900,000 San Bernardino County CA MFHR Woodview Apartments V/R LOC - Bank of America 3.95 04/01/07 0
15,000,000 San Bernardino County CA TRAN 4.50 06/30/98 3,018,720
2,635,000 San Diego CA MFHR Flora Aparments Series A V/R AMT LOC - Swiss Bank 4.10 06/01/05 0
2,920,000 San Diego CA MFHR La Cima Apartments V/R LOC - Citibank 4.05 12/01/08 0
5,200,000 San Diego CA MFHR Lusk Mira Mesa Apartments V/R LOC - Bank of America 3.85 04/01/07 5,000,000
3,500,000 San Diego CA Multi Family Apartments V/R LOC - Bank of America 4.05 10/01/15 0
1,800,000 San Diego California Regional Building Authority Revenue Series A 7.75 11/01/19 0
2,000,000 San Diego County CA TRAN 4.38 09/30/97 2,004,041
3,944,000 San Diego County CA Water Authority 3.65 07/03/97 0
3,900,000 San Diego County CA Water Authority 3.75 09/12/97 0
5,000,000 San Diego County CA Water Authority 3.75 11/13/97 0
4,200,000 San Diego County Regional Sales Tax Revenue 3.75 09/12/97 0
13,835,000 San Francisco CA City & County Finance Authority Revenue 4.05 09/01/06 0
14,300,000 San Francisco CA City & County V/R LOC - Industrial Bank of Japan Ltd 4.22 12/01/05 4,900,000
14,700,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 4.00 12/01/17 0
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 4.05 12/01/17 0
12,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 4.00 12/01/17 0
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 4.05 12/01/17 0
13,750,000 San Francisco CA MFHR Winterland Project V/R LOC - Citibank 4.00 06/01/06 1,500,000
15,590,000 San Francisco CA RDFA MFHR Rincon Center V/R LOC - Citibank 4.00 12/01/06 4,150,000
1,320,000 San Francisco City & County TRAN 7.25 10/01/15 1,351,785
3,325,000 San Jacinto CA USD Certificates Participation Revenue 4.10 09/01/14 0
11,175,000 San Joaquin County CA TRAN 4.50 01/15/98 1,180,852
7,300,000 San Jose - Santa Clara CA Water Financing Authority Sewer Revenue
Series B V/R FGIC Insured 3.90 11/15/20 0
1,300,000 San Jose CA MFHR Kimberly Woods Apartments V/R LOC - Bank of America 3.75 11/01/08 1,300,000
1,500,000 San Jose CA Multifamily Housing Revenue V/R 4.10 03/01/32 0
2,200,000 San Leandro CA MFHR Haas Avenue Apartments V/R LOC - Bank of America 3.75 10/01/07 0
12,500,000 San Mateo County CA Utility District 4.50 07/01/98 2,516,850
5,300,000 Santa Clara CA Electric Revenue V/R Series 85A LOC - National Westminster
Bank Plc 4.00 07/01/10 200,000
1,700,000 Santa Clara CA Electric Revenue V/R Series 85B LOC - National Westminster
Bank Plc 4.00 07/01/10 400,000
5,100,000 Santa Clara CA Electric Revenue V/R Series 85C LOC - National Westminster
Bank Plc 4.00 07/01/10 0
1,000,000 Santa Clara County CA MFHR Foxchase Apartments V/R Series E FGIC Insured 4.00 11/01/07 1,000,000
3,000,000 Santa Clara County CA Taso & Revenue Anticipation Notes 4.50 08/01/97 0
4,875,000 Simi Valley CA MFHR Creekside Village Apartments V/R LOC - Bank of America 3.75 07/01/23 0
6,800,000 Simi Valley CA MFHR Lincoln Wood Ranch V/R LOC - Sumitomo Bank 4.15 06/01/10 6,800,000
13,300,000 Southeast CA Revenue Recovery Facility Series A 4.10 12/01/18 0
19,370,000 Southern California Public Power Authority Revenue Paloverde Project
AMBAC Insured 3.90 07/01/17 0
14,500,000 Southern California State Public Power Authority Palo Verde Project
Series B AMBAC Insured 3.90 07/01/09 1,000,000
28,500,000 Southern California State Public Power Authority Southern Transmission
Project V/R LOC - Swiss Bank 3.90 07/01/19 2,200,000
33,885,000 Southern California Waterworks Revenue Series A AMBAC Insured 4.00 06/01/23 15,935,000
3,000,000 State of California GOP 3.60 07/09/97 0
5,000,000 State of California GOP 3.75 07/02/97 5,000,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
10,000,000 Regents of the University of California $10,000,000 $10,000,000
10,000,000 Regents of the University of California 10,000,000 10,000,000
6,000,000 Regents of the University of California 4,000,000 6,000,000
4,000,000 Regents of the University of California 4,000,000 4,000,000
5,000,000 Regents of the University of California 5,000,000 5,000,000
2,800,000 Riverside County CA Certificates Participation Revenue Series C 2,800,000 2,800,000
2,000,000 Riverside County CA Certificates Participation Revenue Series D 2,000,000 2,000,000
6,250,000 Riverside County CA Transportation Sales Tax Revenue 6,250,000 6,250,000
1,000,000 Sacramento CA MFHR River Oaks Apartments V/R Series E 1,000,000 1,000,000
6,000,000 Sacramento CA MUD 6,000,000 6,000,000
6,700,000 Sacramento County CA Administration Center & Courthouse Project
V/R LOC - Union Bank of Switzerland 6,700,000 6,700,000
9,620,000 Sacramento County CA EDFA Series A 9,638,806 9,638,806
200,000 Sacramento County CA MFHR Series A V/R LOC - Dai-Ichi Kangyo Bank Ltd 0 200,000
5,900,000 Sacramento County CA Series C V/R LOC - Dai-Ichi Kangyo Bank Ltd 5,900,000 5,900,000
13,700,000 Sacramento County CA Tax & Revenue Anticipation Notes 0 13,732,201
2,780,000 Salinas CA MFHR Brentwood Gardens V/R LOC - Bank of America 0 2,780,000
5,000,000 San Bernardino CA Alta Loma Apartments V/R LOC - Federal Home Loan
Bank of Atlanta 5,000,000 5,000,000
1,270,000 San Bernardino County CA IDA Transamerican Plastics V/R LOC - National
Westminster Bank Plc 1,270,000 1,270,000
7,110,000 San Bernardino County CA MFHR V/R LOC - Federal Home Loan Bank of
San Francisco 4,925,000 7,110,000
400,000 San Bernardino County CA MFHR Western Properties Project II V/R LOC -
Bank of America 400,000 400,000
700,000 San Bernardino County CA MFHR Western Properties Project III V/R LOC -
Bank of America 700,000 700,000
100,000 San Bernardino County CA MFHR Western Properties Project IV V/R LOC -
Bank of America 100,000 100,000
1,900,000 San Bernardino County CA MFHR Woodview Apartments V/R LOC - Bank of America 1,900,000 1,900,000
15,000,000 San Bernardino County CA TRAN 12,074,880 15,093,600
2,635,000 San Diego CA MFHR Flora Aparments Series A V/R AMT LOC - Swiss Bank 2,635,000 2,635,000
2,920,000 San Diego CA MFHR La Cima Apartments V/R LOC - Citibank 2,920,000 2,920,000
5,200,000 San Diego CA MFHR Lusk Mira Mesa Apartments V/R LOC - Bank of America 200,000 5,200,000
3,500,000 San Diego CA Multi Family Apartments V/R LOC - Bank of America 3,500,000 3,500,000
1,800,000 San Diego California Regional Building Authority Revenue Series A 1,858,545 1,858,545
2,000,000 San Diego County CA TRAN 0 2,004,041
3,944,000 San Diego County CA Water Authority 3,944,000 3,944,000
3,900,000 San Diego County CA Water Authority 3,900,000 3,900,000
5,000,000 San Diego County CA Water Authority 5,000,000 5,000,000
4,200,000 San Diego County Regional Sales Tax Revenue 4,200,000 4,200,000
13,835,000 San Francisco CA City & County Finance Authority Revenue 13,835,000 13,835,000
14,300,000 San Francisco CA City & County V/R LOC - Industrial Bank of Japan Ltd 9,400,000 14,300,000
14,700,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 14,700,000 14,700,000
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Bank of
Nova Scotia 3,000,000 3,000,000
12,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 12,000,000 12,000,000
3,000,000 San Francisco CA MFHR Filmore Center Apartments V/R LOC - Citibank 3,000,000 3,000,000
13,750,000 San Francisco CA MFHR Winterland Project V/R LOC - Citibank 12,250,000 13,750,000
15,590,000 San Francisco CA RDFA MFHR Rincon Center V/R LOC - Citibank 11,440,000 15,590,000
1,320,000 San Francisco City & County TRAN 0 1,351,785
3,325,000 San Jacinto CA USD Certificates Participation Revenue 3,325,000 3,325,000
11,175,000 San Joaquin County CA TRAN 10,044,703 11,225,555
7,300,000 San Jose - Santa Clara CA Water Financing Authority Sewer Revenue
Series B V/R FGIC Insured 7,300,000 7,300,000
1,300,000 San Jose CA MFHR Kimberly Woods Apartments V/R LOC - Bank of America 0 1,300,000
1,500,000 San Jose CA Multifamily Housing Revenue V/R 1,500,000 1,500,000
2,200,000 San Leandro CA MFHR Haas Avenue Apartments V/R LOC - Bank of America 2,200,000 2,200,000
12,500,000 San Mateo County CA Utility District 10,067,400 12,584,250
5,300,000 Santa Clara CA Electric Revenue V/R Series 85A LOC - National Westminster
Bank Plc 5,100,000 5,300,000
1,700,000 Santa Clara CA Electric Revenue V/R Series 85B LOC - National Westminster
Bank Plc 1,300,000 1,700,000
5,100,000 Santa Clara CA Electric Revenue V/R Series 85C LOC - National Westminster
Bank Plc 5,100,000 5,100,000
1,000,000 Santa Clara County CA MFHR Foxchase Apartments V/R Series E FGIC Insured 0 1,000,000
3,000,000 Santa Clara County CA Taso & Revenue Anticipation Notes 3,001,390 3,001,390
4,875,000 Simi Valley CA MFHR Creekside Village Apartments V/R LOC - Bank of America 4,875,000 4,875,000
6,800,000 Simi Valley CA MFHR Lincoln Wood Ranch V/R LOC - Sumitomo Bank 0 6,800,000
13,300,000 Southeast CA Revenue Recovery Facility Series A 13,300,000 13,300,000
19,370,000 Southern California Public Power Authority Revenue Paloverde Project
AMBAC Insured 19,370,000 19,370,000
14,500,000 Southern California State Public Power Authority Palo Verde Project
Series B AMBAC Insured 13,500,000 14,500,000
28,500,000 Southern California State Public Power Authority Southern Transmission
Project V/R LOC - Swiss Bank 26,300,000 28,500,000
33,885,000 Southern California Waterworks Revenue Series A AMBAC Insured 17,950,000 33,885,000
3,000,000 State of California GOP 3,000,000 3,000,000
5,000,000 State of California GOP 0 5,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
CA Tax-Free
Interest Maturity MMKT Fund
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,300,000 Tracy CA MFHR Sycamore Village Apartments V/R LOC - Bank of America 4.00% 05/01/15 $2,100,000
1,000,000 Turlock CA COP Irrigation Project V/R Series A 3.90 01/01/26 0
4,805,000 Turlock CA Irrigation District Revenue V/R Series A LOC -
Canadian Imperial Bank of Commerce 3.90 01/01/14 4,805,000
3,600,000 Tustin CA Improvement Bond V/R 3.75 09/02/13 2,600,000
6,390,000 Union City CA Skylark V/R LOC - Sumitomo Bank Ltd 4.20 11/01/07 0
4,400,000 Union City CA V/R LOC - Sumitomo Bank Ltd 4.20 10/01/07 0
2,300,000 Upland CA HFA MFHR Upland Village Green Project V/R LOC -
Bank of Tokyo Ltd 4.15 09/01/10 0
6,100,000 Vacaville CA MFHR Western Properties Sycamores Project V/R LOC -
Bank of America 4.00 04/01/05 2,000,000
8,300,000 Walnut Creek CA MFHR Creekside Drive Apartments V/R LOC -
Bank of America 4.00 04/01/07 2,600,000
12,000,000 West Covina CA RDA COP V/R Barranca LOC - Citibank 4.05 09/01/05 0
------------------
$391,687,340
MONEY MARKET FUNDS - 0.67%
11,000,000 Arbor Fund CA Tax-Exempt Portfolio $11,000,000
1,000,000 Dreyfus General California Fund 1,000,000
-------------------
$12,000,000
<CAPTION>
Stagecoach
CA Tax-Free Pro-Forma
MMKT Fund Combined Funds
Principal Security Name Value Value
<S> <C> <C> <C>
SHORT-TERM CALIFORNIA MUNICIPAL SECURITIES - 101.14%
6,300,000 Tracy CA MFHR Sycamore Village Apartments V/R LOC - Bank of America $4,200,000 $6,300,000
1,000,000 Turlock CA COP Irrigation Project V/R Series A 1,000,000 1,000,000
4,805,000 Turlock CA Irrigation District Revenue V/R Series A LOC -
Canadian Imperial Bank of Commerce 0 4,805,000
3,600,000 Tustin CA Improvement Bond V/R 1,000,000 3,600,000
6,390,000 Union City CA Skylark V/R LOC - Sumitomo Bank Ltd 6,390,000 6,390,000
4,400,000 Union City CA V/R LOC - Sumitomo Bank Ltd 4,400,000 4,400,000
2,300,000 Upland CA HFA MFHR Upland Village Green Project V/R LOC -
Bank of Tokyo Ltd 2,300,000 2,300,000
6,100,000 Vacaville CA MFHR Western Properties Sycamores Project V/R LOC -
Bank of America 4,100,000 6,100,000
8,300,000 Walnut Creek CA MFHR Creekside Drive Apartments V/R LOC -
Bank of America 5,700,000 8,300,000
12,000,000 West Covina CA RDA COP V/R Barranca LOC - Citibank 12,000,000 12,000,000
-------------------------------------
$1,407,913,633 $1,798,951,052
MONEY MARKET FUNDS - 0.67%
11,000,000 Arbor Fund CA Tax-Exempt Portfolio $0 $11,000,000
1,000,000 Dreyfus General California Fund 0 1,000,000
-------------------------------------
$0 $12,000,000
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $1,810,951,052)* (Note 1) 101.81% 1,810,951,052
Other Assets and Liabilities, Net -1.81% (32,240,244)
-------------- ------------------
TOTAL NET ASSETS 100.00% 1,778,710,808
============== ==================
</TABLE>
! Yield to maturity.
* Cost for federal income tax purposes is the same as for
financial statement purposes.
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO - FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH GINNIE MAE FUND
AND OVERLAND U.S. GOVERNMENT INCOME FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Government Ginnie Mae
Interest Maturity Income Fund Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY SECURITIES - 94.40%
ADJUSTABLE RATE MORTGAGES - 0.12%
17,750 GNMA #8109 (CMT) 7.00 % 03/20/16 $18,249 $0 $18,249
30,144 GNMA #8119 (CMT) 7.13 04/20/16 31,067 0 31,067
9,355 GNMA #8137 (CMT) 7.13 06/20/16 9,629 0 9,629
15,484 GNMA #8292 (CMT) 6.87 11/20/17 15,890 0 15,890
26,995 GNMA #8293 (CMT) 6.87 12/20/17 27,703 0 27,703
7,552 GNMA #8310 (CMT) 7.00 01/20/18 7,778 0 7,778
30,734 GNMA #8392 (CMT) 7.13 08/20/18 31,637 0 31,637
31,329 GNMA #8393 (CMT) 7.13 08/20/18 32,308 0 32,308
17,449 GNMA #8429 (CMT) 6.87 11/20/18 17,929 0 17,929
95,356 GNMA #8761 (CMT) 7.00 03/20/21 97,859 0 97,859
..............................................
$290,049 $0 $290,049
FEDERAL AGENCY - OTHER - 2.03%
5,000,000 Tennessee Valley Authority 6.38 % 06/15/05 $4,889,050 $0 $4,889,050
FEDERAL FARM CREDIT - 3.87%
4,000,000 Federal Farm Credit Bank 6.38 % 02/25/02 $0 $3,985,320 $3,985,320
5,350,000 Federal Farm Credit Bank 6.38 02/25/02 5,330,366 0 5,330,366
..............................................
$5,330,366 $3,985,320 $9,315,686
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 13.55%
3,410,052 FNMA #303848 7.50 % 01/01/11 $0 $3,476,445 $3,476,445
9,296,019 FNMA #70765 9.00 03/01/21 0 9,909,091 9,909,091
7,000,000 FNMA #717052 8.00 07/15/27 0 7,157,500 7,157,500
3,888,901 FNMA #250799 7.50 12/01/26 3,899,479 0 3,899,479
5,000,000 FNMA #31364 7.00 02/20/07 4,939,050 0 4,939,050
3,024,329 FNMA #70765 9.00 03/01/21 3,223,783 0 3,223,783
..............................................
$12,062,312 $20,543,036 $32,605,348
FIXED RATE MORTGAGES - 5.01%
3,767,891 FHLMC #00683 8.50 % 12/01/25 $3,922,035 $0 $3,922,035
2,867,884 FHLMC #20277 7.50 12/01/11 0 2,916,953 2,916,953
4,731,477 FHLMC #20277 7.50 12/01/11 4,812,432 0 4,812,432
35,540 FHLMC #275825 9.50 08/01/16 38,206 0 38,206
30,442 FHLMC #304114 9.00 05/01/18 32,291 0 32,291
121,699 FHLMC #304398 9.00 06/01/18 129,128 0 129,128
29,556 FHLMC #305831 10.00 08/01/18 32,316 0 32,316
7,524 FHLMC #307323 9.50 09/01/18 8,088 0 8,088
54,378 FHLMC #307637 9.50 07/01/16 58,181 0 58,181
30,700 FHLMC #307915 9.50 10/01/18 33,024 0 33,024
5,510 FHLMC #308074 9.50 10/01/18 5,927 0 5,927
16,678 FHLMC #360020 10.00 01/01/18 18,238 0 18,238
23,332 FHLMC #360045 10.00 02/01/19 25,507 0 25,507
28,427 FHLMC #532468 9.50 04/01/19 30,560 0 30,560
..............................................
$9,145,933 $2,916,953 $12,062,886
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Government Ginnie Mae
Interest Maturity Income Fund Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 69.15%
621,652 GNMA #0058 9.00 % 07/20/22 $0 $658,249 $658,249
2,500 GNMA #0070 12.00 12/01/16 0 2,659 2,659
6,793 GNMA #0116 12.00 03/01/17 0 7,227 7,227
319,979 GNMA #0864 6.50 02/20/08 0 316,712 316,712
189,109 GNMA #1168 9.00 04/20/19 0 201,010 201,010
13,959 GNMA #150499 10.50 03/15/16 15,422 0 15,422
177,493 GNMA #158583 9.00 09/20/16 0 189,271 189,271
57,677 GNMA #17087 9.00 09/15/16 61,991 0 61,991
573,408 GNMA #170928 9.00 09/20/16 0 601,717 601,717
130,228 GNMA #173055 9.00 09/15/16 139,968 0 139,968
482,962 GNMA #1740 9.00 12/20/21 0 512,751 512,751
79,057 GNMA #176892 9.00 10/15/16 84,970 0 84,970
365,976 GNMA #190848 9.00 01/15/17 393,347 0 393,347
149,853 GNMA #191961 9.00 02/15/20 160,430 0 160,430
39,739 GNMA #202624 9.00 11/15/19 42,574 0 42,574
4,918,206 GNMA #2202 7.00 04/20/26 0 4,812,661 4,812,661
23,668 GNMA #223618 10.00 01/15/19 0 26,045 26,045
317,287 GNMA #227132 9.00 07/20/17 0 332,952 332,952
40,020 GNMA #236877 9.00 04/15/18 42,945 0 42,945
4,976,733 GNMA #2376 7.00 02/20/27 0 4,869,932 4,869,932
49,176 GNMA #285963 9.00 01/15/20 52,646 0 52,646
3,286,077 GNMA #286116 7.13 01/15/29 0 3,228,571 3,228,571
13,993 GNMA #289319 9.00 11/15/20 14,980 0 14,980
1,370,440 GNMA #291124 7.50 06/15/25 0 1,367,863 1,367,863
4,568,003 GNMA #301004 6.75 09/15/28 0 4,408,123 4,408,123
136,096 GNMA #303235 9.00 05/15/21 145,596 0 145,596
159,806 GNMA #304653 9.00 09/15/21 170,960 0 170,960
7,142,674 GNMA #306052 9.00 06/15/21 2,675,623 4,965,618 7,641,241
1,016,290 GNMA #311474 8.00 05/15/22 0 1,047,205 1,047,205
4,046 GNMA #314150 9.00 10/15/21 4,328 0 4,328
4,112,615 GNMA #318518 8.43 08/01/27 0 4,278,313 4,278,313
2,035,752 GNMA #319413 7.25 12/15/18 2,010,305 0 2,010,305
15,579 GNMA #33080 9.00 08/15/22 16,622 0 16,622
23,583 GNMA #335400 9.00 12/15/22 25,163 0 25,163
1,113,158 GNMA #336930 7.50 03/15/23 0 1,122,676 1,122,676
4,026,919 GNMA #337025 8.75 01/15/28 0 4,169,029 4,169,029
1,321,767 GNMA #352961 6.50 05/15/24 0 1,273,774 1,273,774
2,030,095 GNMA #355527 8.50 07/15/22 0 2,127,113 2,127,113
2,186,447 GNMA #355528 8.50 04/15/27 0 2,260,239 2,260,239
2,639,878 GNMA #355529 8.50 03/15/27 0 2,728,974 2,728,974
6,518,476 GNMA #355893 8.00 08/15/24 0 6,690,303 6,690,303
1,915,056 GNMA #358863 7.25 01/15/24 1,891,117 0 1,891,117
2,223,246 GNMA #358864 7.00 01/15/29 0 2,172,512 2,172,512
1,590,765 GNMA #362589 6.88 01/15/29 0 1,544,521 1,544,521
1,290,313 GNMA #378818 7.00 02/15/29 0 1,260,868 1,260,868
3,962,080 GNMA #389420 6.90 01/15/31 0 3,851,855 3,851,855
7,513,736 GNMA #394012 7.00 01/15/29 0 7,342,273 7,342,273
4,010,275 GNMA #405515 8.50 10/15/25 0 4,174,336 4,174,336
4,348,713 GNMA #410050 8.50 07/15/25 0 4,526,619 4,526,619
4,549,297 GNMA #414636 7.50 10/15/25 0 4,569,723 4,569,723
1,945,368 GNMA #430800 7.00 05/15/26 0 1,911,538 1,911,538
5,990,836 GNMA #436774 8.00 04/15/27 0 6,135,693 6,135,693
2,477,117 GNMA #444645 8.50 04/15/27 2,576,920 0 2,576,920
4,946,716 GNMA #450871 8.00 05/15/27 5,066,327 0 5,066,327
254,406 GNMA #57247 9.50 05/20/16 0 274,136 274,136
36,865 GNMA #766 9.50 05/20/17 0 39,706 39,706
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Government Ginnie Mae
Interest Maturity Income Fund Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
602,966 GNMA II #1124 11.00 % 01/20/19 $679,495 $0 $679,495
292,065 GNMA II #1221 11.00 07/20/19 329,490 0 329,490
264,894 GNMA II #1236 9.50 08/20/19 0 285,066 285,066
1,103,741 GNMA II #1239 11.00 08/20/19 0 1,245,174 1,245,174
1,068,309 GNMA II #1273 9.50 10/20/19 0 1,149,661 1,149,661
402,864 GNMA II #1420 11.00 06/20/20 0 453,995 453,995
35,578 GNMA II #1436 10.00 07/20/20 0 38,816 38,816
282,476 GNMA II #1454 10.00 08/20/20 0 308,179 308,179
293,070 GNMA II #1456 11.00 08/20/20 0 330,938 330,938
365,863 GNMA II #1472 10.00 09/20/20 0 399,153 399,153
285,260 GNMA II #1526 10.00 12/20/20 0 311,216 311,216
285,791 GNMA II #1544 10.00 01/20/21 0 311,795 311,795
88,910 GNMA II #1562 10.00 02/20/21 97,000 0 97,000
139,497 GNMA II #1579 9.50 03/20/21 0 149,966 149,966
141,923 GNMA II #1580 9.00 04/20/21 0 150,677 150,677
1,680,317 GNMA II #1580 10.00 03/20/21 0 1,833,209 1,833,209
1,242,120 GNMA II #1616 10.00 05/20/21 0 1,355,141 1,355,141
154,163 GNMA II #173 10.00 07/20/14 0 168,396 168,396
82,685 GNMA II #1848 10.00 06/20/22 0 90,209 90,209
31,811 GNMA II #194221 10.00 09/20/20 34,705 0 34,705
3,730,412 GNMA II #2020 8.50 06/20/25 3,395,684 466,336 3,862,020
2,620,321 GNMA II #2022 9.00 06/20/25 2,749,687 0 2,749,687
162,102 GNMA II #2038 8.50 07/20/25 0 167,821 167,821
2,916,576 GNMA II #2068 7.50 08/20/26 2,912,930 0 2,912,930
895,805 GNMA II #2122 8.00 11/20/25 0 914,097 914,097
491,372 GNMA II #2220 8.50 05/20/26 0 508,407 508,407
2,293,295 GNMA II #2234 8.00 06/20/26 0 2,339,436 2,339,436
1,693,674 GNMA II #2235 8.50 06/20/26 0 1,752,394 1,752,394
1,098,845 GNMA II #2249 8.00 07/20/26 0 1,120,953 1,120,953
7,565,947 GNMA II #2250 8.50 07/20/26 0 7,828,258 7,828,258
2,434,064 GNMA II #2303 7.50 10/20/26 2,431,021 0 2,431,021
3,387,097 GNMA II #2324 8.00 11/20/26 3,455,246 0 3,455,246
4,963,601 GNMA II #2359 7.00 01/20/27 4,857,082 0 4,857,082
1,955,572 GNMA II #2362 8.00 09/20/26 0 1,994,918 1,994,918
4,935,482 GNMA II #2362 8.00 01/20/27 0 5,034,784 5,034,784
6,591,306 GNMA II #2379 8.00 02/20/27 0 6,723,924 6,723,924
315,931 GNMA II #266120 10.00 08/20/19 344,823 0 344,823
3,236 GNMA II #272537 10.00 08/20/19 3,532 0 3,532
18,098 GNMA II #278055 10.00 07/20/19 19,753 0 19,753
61,932 GNMA II #289000 10.00 05/20/20 67,567 0 67,567
486,931 GNMA II #340045 8.00 03/20/23 0 498,243 498,243
935,212 GNMA II #418627 8.50 11/20/25 0 968,206 968,206
37,120 GNMA II #495 10.00 02/20/16 0 40,567 40,567
3,711 GNMA II #60 10.00 12/20/13 0 4,053 4,053
106,338 GNMA II #811 8.00 02/20/23 0 108,808 108,808
161,852 GNMA II #85 10.00 02/20/22 176,579 0 176,579
130,051 GNMA II #908 10.00 01/20/18 142,005 0 142,005
...............................................
$37,288,833 $129,055,563 $166,344,396
U.S. GOVERNMENT AGENCY NOTES - 0.67%
1,700,000 FNMA Principal Strip 10.89% 03/09/22 $1,619,352 $0 $1,619,352
TOTAL U.S. GOVERNMENT AGENCY SECURITIES $33,337,062 $28,047,026 $227,126,767
(Cost $226,617,541)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
U.S. TREASURY SECURITIES - 7.56%
U.S. TREASURY BONDS - 2.44%
6,000,000 U.S. Treasury Bonds 6.63% 02/15/27 $5,870,640 $0 $5,870,640
U.S. TREASURY NOTES - 1.89%
4,500,000 U.S. Treasury Notes 6.63% 04/30/02 $4,541,490 $0 $4,541,490
U.S. TREASURY BILLS - 3.23%
8,000,000 U.S. Treasury Bills 5.22%! 02/05/98 $0 $7,746,960 $7,746,960
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
REPURCHASE AGREEMENTS - 0.92%
2,221,000 Goldman Sachs Pooled Repurchase
Agreement - 102% Collateralized by U.S.
Government Securities 5.85% 07/01/97 $636,000 $1,585,000 $2,221,000
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $247,020,204)* (Notes 1 and 3) 102.88% 247,506,857
Other Assets and Liabilities, Net -2.88% (6,917,509)
---------- --------------
TOTAL NET ASSETS 100.00% 240,589,348
========== ==============
! Yield to maturity.
* Cost for federal income tax purposes is the same as for financial statement purposes and net unrealized
appreciation consists of:
<CAPTION>
<S> <C>
Gross Unrealized Appreciation 1,716,219
Gross Unrealized Depreciation (1,229,566)
------------
Net Unrealized Appreciation 486,653
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH NATIONAL TAX-FREE
BOND FUND AND OVERLAND MUNICIPAL INCOME FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Alabama - 0.27%
160,000 Alabama State SFMR Series B AMT GNMA Collateralized 7.40 % 04/01/22
Alaska - 3.20%
1,000,000 Alaska Industrial Development Authority Revenue Series A 6.13 04/01/27
490,000 Alaska State Housing Finance Corporation Second Series AMT
Government Agency Collateralized 7.10 06/01/22
200,000 Anchorage AK USD FGIC Insured 6.00 10/01/14
100,000 Anchorage Alaska GO MBIA Insured 6.75 07/01/05
100,000 Valdez Alaska Marine Term Revenue Pipelines Inc Series A 5.85 08/01/25
California - 23.66%
20,000 California State GO 6.00 02/01/01
100,000 East Bay CA MUD Special District 5.00 04/01/15
9,750,000 Riverside County CA SFMR Series B AMT Escrowed to Maturity 8.35 06/01/13
1,000,000 San Francisco CA City AMT 6.15 05/01/16
820,000 Southern California State SFMR Project B AMT GNMA/FNMA
Collateralized 6.90 10/01/24
Colorado - 0.73%
135,000 Douglas County CO USD MBIA Insured 5.95 12/15/06
270,000 El Paso County CO USD 6.15 12/15/08
District of Columbia - 0.55%
320,000 District of Columbia SFMR AMT GNMA Collateralized 7.10 12/01/24
Florida - 0.37%
215,000 Brevard County FL HFA SFMR Refunded Series B FSA Insured 7.00 03/01/13
Hawaii - 3.15%
725,000 Hawaii State Airports Systems Revenue AMT FGIC Insured 7.00 07/01/20
500,000 Hawaii State Harbor Capital Improvement Revenue AMT MBIA
Insured 7.00 07/01/17
175,000 Hawaii State Series CC GO 5.13 02/01/07
150,000 Hawaii State Series CC GO 5.13 02/01/08
250,000 Hawaii State Series CL GO 6.00 03/01/09
Idaho - 2.52%
1,500,000 Idaho State HFA SFMR Series C-2 AMT 6.35 07/01/15
Illinois - 5.46%
500,000 Chicago IL Board of Education Series A 6.13 01/01/07
200,000 Chicago IL O'Hare International Airport Revenue Series A 6.75 01/01/06
500,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT LOC - Bayerische Landesbank 7.13 05/01/18
1,900,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT MBIA Insured 6.75 01/01/18
Indiana - 4.28%
2,500,000 Indiana State HFA Series A-2 AMT GNMA/FNMA Collateralized 6.45 07/01/14
Iowa - 3.10%
1,435,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized 6.95 07/01/24
365,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized 7.45 07/01/23
<CAPTION>
Overland Stagecoach
National TF Municipal Pro-Forma
Bond Fund Income Fund Combined Funds
Principal Security Name Value Value Value
<S> <C> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Alabama - 0.27%
160,000 Alabama State SFMR Series B AMT GNMA Collateralized $164,170 $0 $164,170
Alaska - 3.20%
1,000,000 Alaska Industrial Development Authority Revenue Series A $1,021,760 $0 $1,021,760
490,000 Alaska State Housing Finance Corporation Second Series AMT
Government Agency Collateralized 513,358 0 513,358
200,000 Anchorage AK USD FGIC Insured 0 213,784 213,784
100,000 Anchorage Alaska GO MBIA Insured 0 108,294 108,294
100,000 Valdez Alaska Marine Term Revenue Pipelines Inc Series A 0 99,323 99,323
--------------------------------------------------
$1,535,118 $421,401 $1,956,519
California - 23.66%
20,000 California State GO $0 $21,048 $21,048
100,000 East Bay CA MUD Special District 0 92,960 92,960
9,750,000 Riverside County CA SFMR Series B AMT Escrowed to Maturity 12,452,213 0 12,452,213
1,000,000 San Francisco CA City AMT 1,036,550 0 1,036,550
820,000 Southern California State SFMR Project B AMT GNMA/FNMA
Collateralized 857,925 0 857,925
--------------------------------------------------
$14,346,688 $114,008 $14,460,696
Colorado - 0.73%
135,000 Douglas County CO USD MBIA Insured $0 $145,755 $145,755
270,000 El Paso County CO USD 0 298,350 298,350
--------------------------------------------------
$0 $444,105 $444,105
District of Columbia - 0.55%
320,000 District of Columbia SFMR AMT GNMA Collateralized $337,443 $0 $337,443
Florida - 0.37%
215,000 Brevard County FL HFA SFMR Refunded Series B FSA Insured $226,825 $0 $226,825
Hawaii - 3.15%
725,000 Hawaii State Airports Systems Revenue AMT FGIC Insured $789,344 $0 $789,344
500,000 Hawaii State Harbor Capital Improvement Revenue AMT MBIA
Insured 538,125 0 538,125
175,000 Hawaii State Series CC GO 0 177,622 177,622
150,000 Hawaii State Series CC GO 0 151,209 151,209
250,000 Hawaii State Series CL GO 0 269,063 269,063
--------------------------------------------------
$1,327,469 $597,894 $1,925,363
Idaho - 2.52%
1,500,000 Idaho State HFA SFMR Series C-2 AMT $1,540,845 $0 $1,540,845
Illinois - 5.46%
500,000 Chicago IL Board of Education Series A $0 $542,265 $542,265
200,000 Chicago IL O'Hare International Airport Revenue Series A 0 224,026 224,026
500,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT LOC - Bayerische Landesbank 539,190 0 539,190
1,900,000 Chicago IL O'Hare International Airport Special Facilities
Revenue AMT MBIA Insured 2,030,245 0 2,030,245
--------------------------------------------------
$2,569,435 $766,291 $3,335,726
Indiana - 4.28%
2,500,000 Indiana State HFA Series A-2 AMT GNMA/FNMA Collateralized $2,613,750 $0 $2,613,750
Iowa - 3.10%
1,435,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized $1,512,533 $0 $1,512,533
365,000 Iowa State HFA SFMR Series B AMT GNMA/FNMA Collateralized 382,549 0 382,549
--------------------------------------------------
$1,895,082 $0 $1,895,082
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<C> <S> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Kansas - 0.29%
165,000 Kansas City KS Mortgage Revenue AMT GNMA Collateralized 7.50 % 12/01/23
Kentucky - 3.87%
1,100,000 Kenton County KY Cincinnati/Northern Kentucky International
Airport Revenue AMT FSA Insured 6.30 03/01/15
1,025,000 Kentucky State HFA MFHR Series D AMT FHA Collateralized 7.45 01/01/23
140,000 Kentucky State Housing Corporation Revenue FHA Insured 6.50 07/01/17
Louisiana - 1.16%
670,000 Louisiana State Public Facilities Authority Student Loan
Revenue AMT FSA Insured 6.85 01/01/09
Massachusetts - 1.75%
1,000,000 Massachusetts State HFA Residential Development FNMA
Collateralized 6.90 11/15/21
Minnesota - 0.74%
425,000 Minneapolis-St Paul MN Housing Finance Board Revenue SFMR
Phase IX AMT GNMA Collateralized 7.30 08/01/31
Nevada - 11.46%
500,000 Clark County NV Las Vegas Convention & Visitors Authority FSA
Insured 6.00 07/01/26
150,000 Clark County NV Series A - AMBAC Insured 6.00 06/01/03
1,020,000 Nevada State SFMR Series A-2 AMT FHA Collateralized 6.55 10/01/15
1,825,000 Nevada State SFMR Series C AMT FHA Collateralized 6.35 10/01/13
500,000 Reno NV Hospital Revenue 5.63 05/15/23
2,700,000 Washoe County NV Gas Facilities Sierra Pacific Power AMT MBIA
Insured 6.55 09/01/20
New Jersey - 2.15%
1,250,000 New Jersey State MFHR FHA Collateralized 7.00 05/01/30
New Mexico - 2.07%
500,000 Albuquerque NM General Purpose Revenue Series A 5.00 07/01/03
500,000 Bernalillo County NM Gross Receipt Tax Revenue Series B 5.00 04/01/14
250,000 Santa Fe County NM Gross Receipts Tax Revenue Series A 6.00 02/01/27
New York - 3.82%
250,000 Erie County NY Public Improvement 6.13 01/15/10
475,000 Metropolitan Transportation Authority of New York 6.00 07/01/05
250,000 New York NY FGIC Series E 6.00 08/01/12
250,000 New York NY Municipal Assistance Corp Series E 5.20 07/01/08
1,000,000 Port Authority New York & New Jersey 5.75 09/15/12
North Dakota - 0.17%
100,000 North Dakota State Building Authority Lease Revenue 5.35 06/01/02
Oklahoma - 2.19%
200,000 Pryor Creek OK Economic Development Authority Mortgage Revenue
Series A FNMA Collateralized 7.13 07/01/21
570,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 7.10 06/01/22
500,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 7.55 05/01/23
Pennsylvania - 0.86%
500,000 Pennsylvania State Higher EDFA Student Loan Revenue Series D
AMT AMBAC Insured 7.05 10/01/16
Puerto Rico - 0.64%
250,000 Commonwealth of Puerto Rico Electrical Power Authority Series
W MBIA Insured 6.50 07/01/06
100,000 Puerto Rico Electrical Power Authority Series A MBIA Insured 6.00 07/01/06
Texas - 4.08%
400,000 Austin TX Utility Systems Revenue 5.90 10/01/99
250,000 Decatur TX Independent School District 6.13 08/01/25
<CAPTION>
Overland Stagecoach
National TF Municipal Pro-Forma
Bond Fund Income Fund Combined Funds
Principal Security Name Value Value Value
<C> <S> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
Kansas - 0.29%
165,000 Kansas City KS Mortgage Revenue AMT GNMA Collateralized $175,141 $0 $175,141
Kentucky - 3.87%
1,100,000 Kenton County KY Cincinnati/Northern Kentucky International
Airport Revenue AMT FSA Insured $1,140,513 $0 $1,140,513
1,025,000 Kentucky State HFA MFHR Series D AMT FHA Collateralized 1,077,982 0 1,077,982
140,000 Kentucky State Housing Corporation Revenue FHA Insured 0 147,000 147,000
------------------------------------------------
$2,218,495 $147,000 $2,365,495
Louisiana - 1.16%
670,000 Louisiana State Public Facilities Authority Student Loan
Revenue AMT FSA Insured $710,562 $0 $710,562
Massachusetts - 1.75%
1,000,000 Massachusetts State HFA Residential Development FNMA
Collateralized $1,071,830 $0 $1,071,830
Minnesota - 0.74%
425,000 Minneapolis-St Paul MN Housing Finance Board Revenue SFMR
Phase IX AMT GNMA Collateralized $449,790 $0 $449,790
Nevada - 11.46%
500,000 Clark County NV Las Vegas Convention & Visitors Authority FSA
Insured $0 $512,980 $512,980
150,000 Clark County NV Series A - AMBAC Insured 0 161,805 161,805
1,020,000 Nevada State SFMR Series A-2 AMT FHA Collateralized 1,072,887 0 1,072,887
1,825,000 Nevada State SFMR Series C AMT FHA Collateralized 1,899,661 0 1,899,661
500,000 Reno NV Hospital Revenue 0 492,290 492,290
2,700,000 Washoe County NV Gas Facilities Sierra Pacific Power AMT MBIA
Insured 2,858,678 0 2,858,678
------------------------------------------------
$5,831,226 $1,167,075 $6,998,301
New Jersey - 2.15%
1,250,000 New Jersey State MFHR FHA Collateralized $1,314,425 $0 $1,314,425
New Mexico - 2.07%
500,000 Albuquerque NM General Purpose Revenue Series A $0 $509,745 $509,745
500,000 Bernalillo County NM Gross Receipt Tax Revenue Series B 0 485,900 485,900
250,000 Santa Fe County NM Gross Receipts Tax Revenue Series A 0 268,218 268,218
------------------------------------------------
$0 $1,263,863 $1,263,863
New York - 3.82%
250,000 Erie County NY Public Improvement $0 $271,985 $271,985
475,000 Metropolitan Transportation Authority of New York 0 510,901 510,901
250,000 New York NY FGIC Series E 0 263,765 263,765
250,000 New York NY Municipal Assistance Corp Series E 0 253,438 253,438
1,000,000 Port Authority New York & New Jersey 1,031,370 0 1,031,370
------------------------------------------------
$1,031,370 $1,300,089 $2,331,459
North Dakota - 0.17%
100,000 North Dakota State Building Authority Lease Revenue $0 $103,178 $103,178
Oklahoma - 2.19%
200,000 Pryor Creek OK Economic Development Authority Mortgage Revenue
Series A FNMA Collateralized $208,316 $0 $208,316
570,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 601,755 0 601,755
500,000 Tulsa County OK HFA Mortgage Revenue Series B Remarket AMT
GNMA Collateralized 528,265 0 528,265
------------------------------------------------
$1,338,336 $0 $1,338,336
Pennsylvania - 0.86%
500,000 Pennsylvania State Higher EDFA Student Loan Revenue Series D
AMT AMBAC Insured $525,625 $0 $525,625
Puerto Rico - 0.64%
250,000 Commonwealth of Puerto Rico Electrical Power Authority Series
W MBIA Insured $0 $281,800 $281,800
100,000 Puerto Rico Electrical Power Authority Series A MBIA Insured 0 108,375 108,375
------------------------------------------------
$0 $390,175 $390,175
Texas - 4.08%
400,000 Austin TX Utility Systems Revenue $0 $413,868 $413,868
250,000 Decatur TX Independent School District 0 261,413 261,413
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Overland
National TF
Interest Maturity Bond Fund
Principal Security Name Rate Date Value
<C> <S> <C> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
250,000 El Paso TX GO 7.00 % 08/15/06 0
500,000 Houston TX Independent School District 6.15 08/15/14 0
125,000 Port Authur TX MBIA Insured 8.50 02/15/03 0
115,000 San Antonio TX GO 5.13 08/01/01 0
250,000 Texas State Financial Public Finance Authority Series B 5.30 10/01/07 0
425,000 Travis County TX HFC Residential Mortgage Revenue
Series A GNMA/FNMA Collateralized 7.00 12/01/11 453,241
---------------
$453,241
Utah - 8.54%
250,000 Salt Lake City UT RDA Neighborhood Tax Revenue 6.50 10/01/01 $0
500,000 Utah State Board of Regents Student Loan Revenue
Series F AMT AMBAC Insured 7.45 11/01/08 528,485
1,100,000 Utah State Board of Regents Student Loan Revenue Series
H AMT AMBAC Insured 6.70 11/01/15 1,142,295
250,000 Utah State Building Ownership Authority Lease Series A 6.00 05/15/09 0
1,920,000 Utah State HFA SFMR Series B-2 AMT FHA Collateralized 6.50 07/01/15 2,003,693
750,000 Utah State HFA SFMR Series D-2 AMT FHA Collateralized 6.45 01/01/11 779,993
225,000 Washington County UT USD St Georges FGIC Insured 6.00 03/01/03 0
---------------
$4,454,466
Vermont - 0.92%
500,000 Burlington VT Electricity Revenue Series A MBIA Insured 6.38 07/01/10 $0
Washington - 1.42%
500,000 Clark County WA Sewer Revenue 6.00 12/01/06 $0
100,000 Everett Washington GO MBIA Insured 5.75 08/01/06 0
100,000 Island County WA USD South Whidbey 6.75 12/01/07 0
100,000 South Colombian Basin WA Improvement District Revenue 6.00 12/01/02 0
---------------
$0
Washington - 2.46%
1,440,000 Washington State SFMR Series D AMT GNMA/FNMA
Collateralized 7.10 07/01/22 $1,505,491
Wisconsin - 0.17%
100,000 Wisconsin State Tax System 5.10 11/01/01 $0
TOTAL NON-CALIFORNIA MUNICIPAL BONDS
(Cost $55,751,078)
<CAPTION>
Stagecoach
Municipal Pro-Forma
Income Fund Combined Funds
Principal Security Name Value Value
<C> <S> <C> <C>
NON-CALIFORNIA MUNICIPAL BONDS - 96.05%
250,000 El Paso TX GO 287,898 287,898
500,000 Houston TX Independent School District 552,155 552,155
125,000 Port Authur TX MBIA Insured 148,723 148,723
115,000 San Antonio TX GO 118,106 118,106
250,000 Texas State Financial Public Finance Authority Series B 256,563 256,563
425,000 Travis County TX HFC Residential Mortgage Revenue
Series A GNMA/FNMA Collateralized 0 453,241
--------------------------------------
$2,038,726 $2,491,967
Utah - 8.54%
250,000 Salt Lake City UT RDA Neighborhood Tax Revenue $266,698 $266,698
500,000 Utah State Board of Regents Student Loan Revenue
Series F AMT AMBAC Insured 0 528,485
1,100,000 Utah State Board of Regents Student Loan Revenue Series
H AMT AMBAC Insured 0 1,142,295
250,000 Utah State Building Ownership Authority Lease Series A 259,608 259,608
1,920,000 Utah State HFA SFMR Series B-2 AMT FHA Collateralized 0 2,003,693
750,000 Utah State HFA SFMR Series D-2 AMT FHA Collateralized 0 779,993
225,000 Washington County UT USD St Georges FGIC Insured 240,707 240,707
--------------------------------------
$767,013 $5,221,479
Vermont - 0.92%
500,000 Burlington VT Electricity Revenue Series A MBIA Insured $559,910 $559,910
Washington - 1.42%
500,000 Clark County WA Sewer Revenue $538,855 $538,855
100,000 Everett Washington GO MBIA Insured 106,567 106,567
100,000 Island County WA USD South Whidbey 115,346 115,346
100,000 South Colombian Basin WA Improvement District Revenue 106,066 106,066
--------------------------------------
$866,834 $866,834
Washington - 2.46%
1,440,000 Washington State SFMR Series D AMT GNMA/FNMA
Collateralized $0 $1,505,491
Wisconsin - 0.17%
100,000 Wisconsin State Tax System $102,322 $102,322
TOTAL NON-CALIFORNIA MUNICIPAL BONDS $58,686,707
(Cost $55,751,078)
<CAPTION>
Shares Security Name Value
<C> <S> <C> <C> <C> <C>
MONEY MARKET FUNDS - 2.60%
262,000 AIM Institutional Tax-Free Fund $0 $262,000 $262,000
1,307,000 Provident National Municipal Fund 1,307,000 0 1,307,000
---------------------------------------------
$1,307,000 $262,000 $1,569,000
TOTAL INVESTMENTS IN SECURITIES
(Cost $57,320,078)* (Notes 1 and 3) 98.65% 60,255,707
Other Assets and Liabilities, Net 1.35% 827,112
------------- -----------------
TOTAL NET ASSETS 100.00% 61,082,819
============= =================
</TABLE>
* Cost for federal income tax purposes is the same as for
financial statement purposes and net unrealized appreciation
consists of:
<TABLE>
<S> <C>
Gross Unrealized Appreciation 2,939,628
Gross Unrealized Depreciation (3,999)
-------------
Net Unrealized Appreciation 2,935,629
=============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA COMBINED SCHEDULE OF INVESTMENTS FOR STAGECOACH PRIME MONEY MARKET
FUND AND OVERLAND MONEY MARKET FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Stagecoach
Overland Prime MMKT Combined
Interest Maturity MMKT Fund Fund Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
CERTIFICATES OF DEPOSITS - 24.20%
35,000,000 Bank of California 5.58 07/21/97 0 35,000,000 35,000,000
100,000,000 Branch Banking & Trust Co 6.50% 07/01/97 $50,000,000 $50,000,000 $100,000,000
50,000,000 CC USA Inc 6.18 05/26/98 10,000,000 40,000,000 50,000,000
35,000,000 Commercial Bank of Detroit 6.18 05/27/98 34,991,600 0 34,991,600
60,000,000 Commerzbank Finance Inc 5.80 01/15/98 0 60,009,350 60,009,350
30,000,000 Deutsche Bank (Yankee) 6.11 07/11/97 0 30,000,000 30,000,000
60,000,000 Huntington National Bank 6.05 01/06/98 35,000,000 25,000,000 60,000,000
40,000,000 Northern Trust Co 5.50 11/21/97 0 40,000,000 40,000,000
30,000,000 Northern Trust Corp 5.40 08/22/97 30,000,000 0 30,000,000
50,000,000 Societe Generale (Yankee) 5.81 01/13/98 49,995,213 0 49,995,213
30,000,000 Societe Generale (Yankee) 6.09 07/30/97 0 30,000,000 30,000,000
100,000,000 U.S. National Bank of Oregon 5.56 07/11/97 50,000,000 50,000,000 100,000,000
25,000,000 Union Bank of California 5.73 11/03/97 25,000,000 0 25,000,000
-----------------------------------------------
$284,986,813 $360,009,350 $644,996,163
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
COMMERCIAL PAPER - 40.98%
20,000,000 ABN-Ambro North America Finance Inc 5.50%! 12/08/97 $19,511,111 $0 $19,511,111
35,000,000 Asset Securitization Cooperative Corp 5.56#! 07/14/97 34,929,728 0 34,929,728
10,000,000 Associates Corp of North America 5.32! 09/25/97 0 9,872,911 9,872,911
50,000,000 Bankers Trust Corp 5.34! 08/11/97 49,695,917 0 49,695,917
50,000,000 Caisee National De Credit Agricole 5.94! 06/23/98 19,988,531 29,982,797 49,971,328
25,000,000 Canadian Imperial Holding Inc 5.54! 07/10/97 24,965,363 0 24,965,363
7,000,000 CC USA Inc 5.29#! 08/26/97 0 6,942,398 6,942,398
19,000,000 CIT Group Holdings Inc 5.53 07/14/97 0 18,962,058 18,962,058
40,000,000 Corporate Receivables Corp 5.54#! 07/07/97 0 39,963,067 39,963,067
45,000,000 Corporate Receivables Corp 5.54#! 07/09/97 44,944,600 0 44,944,600
48,000,000 First Bank System Inc 5.55! 07/07/97 34,967,625 12,987,975 47,955,600
39,500,000 Fleet Funding Corp 5.58 07/21/97 0 39,377,550 39,377,550
100,000,000 Ford Motor Corp 5.55! 08/08/97 44,736,375 54,677,792 99,414,167
50,000,000 General Electric Capital Corp 5.85 01/23/98 0 48,326,250 48,326,250
25,000,000 General Electric Capital Corp 5.29! 08/08/97 24,860,403 0 24,860,403
30,000,000 General Electric Capital Corp 5.37! 07/28/97 29,879,175 0 29,879,175
35,000,000 Goldman Sachs & Co 5.57! 07/02/97 0 34,994,585 34,994,585
25,000,000 Goldman Sachs & Co 5.54! 07/08/97 24,973,069 0 24,973,069
100,000,000 Merrill Lynch & Co 5.55! 07/07/97 54,949,125 44,958,375 99,907,500
25,000,000 Merrill Lynch & Co 5.58 07/09/97 0 24,969,000 24,969,000
30,000,000 Morgan Stanley Group Inc 5.57! 07/22/97 29,902,525 0 29,902,525
50,000,000 Preferred Receivables Funding Corp 6.20! 07/01/97 50,000,000 0 50,000,000
45,618,000 Receivables Capital Corp 5.40 07/01/97 0 45,618,000 45,618,000
32,300,000 Sherrield Receivables Corp 5.56#! 07/21/97 32,200,229 0 32,200,229
37,000,000 Sweden Kingdom Corp 5.34! 07/29/97 0 36,846,327 36,846,327
25,000,000 Sweden Kingdom Corp 5.47! 12/01/97 24,418,813 0 24,418,813
25,000,000 Sweden Kingdom Corp 5.60! 12/05/97 24,389,444 0 24,389,444
50,000,000 WCP Funding Inc 5.56 07/14/97 0 49,899,610 49,899,610
25,000,000 WCP Funding Inc 5.56#! 08/19/97 24,810,804 0 24,810,804
-----------------------------------------------
$594,122,837 $498,378,695 $1,092,501,532
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
CORPORATE MEDIUM TERM NOTES - 4.69%
60,000,000 Barclays Bank Plc 5.62 % 02/20/98
30,000,000 Beta Finance Inc 5.80 01/15/98
35,000,000 Society National Bank 6.13 11/21/97
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
VARIABLE AND FLOATING RATE BONDS - 23.80%
60,000,000 Abbey National North America 5.61 % 10/10/97
43,500,000 Abbey National North America 5.58 07/17/97
20,000,000 American Express Co 5.66 05/08/98
60,000,000 Bankers Trust New York Corp 5.60 11/20/97
34,000,000 Barclays Bank Plc 5.62 02/20/98
50,000,000 CIT Group Holdings Inc 5.58 11/20/97
45,000,000 FCC National Bank 5.86 11/17/97
45,000,000 FCC National Bank 5.60 06/11/98
50,000,000 Federal Farm Credit Bank 5.54 11/06/97
25,000,000 Federal Home Loan Bank 5.28 08/08/97
30,000,000 First Bank of North Dakota 5.60 12/17/97
15,000,000 Morgan Guaranty Trust 5.96 06/22/98
44,000,000 PHH Corp 5.37 09/22/97
50,000,000 PNC Bank Corp 5.59 07/02/97
43,000,000 PNC Bank Corp 5.59 10/01/97
20,000,000 Sony Capital Corp 5.78 08/29/97
<CAPTION>
Interest Maturity
Principal Security Name Rate Date
<S> <C> <C> <C>
REPURCHASE AGREEMENTS - 6.16%
91,084,000 Goldman Sachs Pooled Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 5.85 % 07/01/97
33,151,000 HSBC Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 5.80 07/01/97
40,106,000 JP Morgan Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 5.95 07/01/97
<CAPTION>
<S> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $2,661,078,194)* (Note 1) 99.83%
Other Assets and Liabilities, Net 0.17%
----------
TOTAL NET ASSETS 100.00%
==========
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
CORPORATE MEDIUM TERM NOTES - 4.69%
60,000,000 Barclays Bank Plc $0 $59,970,990 $59,970,990
30,000,000 Beta Finance Inc 0 30,000,000 30,000,000
35,000,000 Society National Bank 0 35,065,156 35,065,156
--------------------------------------------
$0 $125,036,146 $125,036,146
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
VARIABLE AND FLOATING RATE BONDS - 23.80%
60,000,000 Abbey National North America $0 $59,959,386 $59,959,386
43,500,000 Abbey National North America 43,469,985 0 43,469,985
20,000,000 American Express Co 0 20,000,000 20,000,000
60,000,000 Bankers Trust New York Corp 0 59,983,896 59,983,896
34,000,000 Barclays Bank Plc 33,983,561 0 33,983,561
50,000,000 CIT Group Holdings Inc 0 49,961,300 49,961,300
45,000,000 FCC National Bank 0 45,000,000 45,000,000
45,000,000 FCC National Bank 44,965,242 0 44,965,242
50,000,000 Federal Farm Credit Bank 0 49,971,000 49,971,000
25,000,000 Federal Home Loan Bank 24,983,138 0 24,983,138
30,000,000 First Bank of North Dakota 0 29,978,868 29,978,868
15,000,000 Morgan Guaranty Trust 14,994,956 0 14,994,956
44,000,000 PHH Corp 44,000,000 0 44,000,000
50,000,000 PNC Bank Corp 0 49,960,000 49,960,000
43,000,000 PNC Bank Corp 42,992,868 0 42,992,868
20,000,000 Sony Capital Corp 19,999,153 0 19,999,153
--------------------------------------------
$269,388,903 $364,814,450 $634,203,353
<CAPTION>
Principal Security Name Value
<S> <C> <C> <C> <C>
REPURCHASE AGREEMENTS - 6.16%
91,084,000 Goldman Sachs Pooled Repurchase Agreement - 102%
Collateralized by U.S. Government Securities $63,172,000 $27,912,000 $91,084,000
33,151,000 HSBC Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 31,000,000 2,151,000 33,151,000
40,106,000 JP Morgan Securities Inc Repurchase Agreement - 102%
Collateralized by U.S. Government Securities 32,000,000 8,106,000 40,106,000
--------------------------------------------
$126,172,000 $38,169,000 $164,341,000
<CAPTION>
<S> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $2,661,078,194)* (Note 1) 2,661,078,194
Other Assets and Liabilities, Net 4,560,196
----------------
TOTAL NET ASSETS 2,665,638,390
================
</TABLE>
! Yield to maturity.
# These securities are not registered under the Securities Act of 1933. Rule
144A under that Act permits these securities to be resold in transactions
exempt from registration to qualified buyers. These securities were deemed
liquid by the investment adviser in accordance with procedures approved by
the Trust's Board of Trustees.
<PAGE>
* Cost for federal income tax purposes is the same as for financial
statement purposes.
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR STAGECOACH TREASURY MMKT FUND
AND OVERLAND U.S. TREASURY MMKT FUND
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Overland Stagecoach
U.S. Treasury Treasury Pro - Forma
Interest Maturity MMKT Fund MMKT Fund Combined Funds
Principal Security Name Rate Date Value Value Value
<S> <C> <C> <C> <C> <C> <C>
U.S. TREASURY SECURITIES - 46.61%
U.S. TREASURY BILLS - 17.42%
275,000,000 U.S. Treasury Bills 4.62%! 07/03/97 $0 $274,926,458 $274,926,458
40,000,000 U.S. Treasury Bills 5.01! 07/24/97 39,875,289 0 39,875,289
49,000,000 U.S. Treasury Bills 5.10! 09/04/97 0 48,541,714 48,541,714
10,000,000 U.S. Treasury Bills 5.11! 08/21/97 9,927,821 0 9,927,821
20,000,000 U.S. Treasury Bills 5.15! 11/13/97 19,603,250 0 19,603,250
25,000,000 U.S. Treasury Bills 5.16! 10/16/97 24,609,896 0 24,609,896
---------------------------------------------
$94,016,256 $323,468,172 $417,484,428
U.S. TREASURY NOTES - 29.19%
20,000,000 U.S. Treasury Notes 5.13% 04/30/98 $0 $19,633,694 $19,833,694
9,620,000 U.S. Treasury Notes 5.13 04/30/98 9,541,109 0 9,541,109
29,600,000 U.S. Treasury Notes 5.50 09/30/97 0 29,604,013 29,604,013
224,600,000 U.S. Treasury Notes 5.88 07/31/97 0 224,696,263 224,696,263
15,300,000 U.S. Treasury Notes 5.88 07/31/97 15,306,209 0 15,306,209
39,200,000 U.S. Treasury Notes 6.13 05/15/98 0 39,255,287 39,255,287
20,000,000 U.S. Treasury Notes 6.13 05/15/98 20,017,364 0 20,017,364
109,850,000 U.S. Treasury Notes 7.88 01/15/98 0 111,031,830 111,031,830
19,750,000 U.S. Treasury Notes 7.88 04/15/98 0 20,019,621 20,019,621
8,000,000 U.S. Treasury Notes 7.88 01/15/98 8,080,184 0 8,080,184
10,000,000 U.S. Treasury Notes 7.88 04/15/98 10,136,517 0 10,136,517
6,660,000 U.S. Treasury Notes 8.50 07/15/97 6,668,008 0 6,666,008
115,000,000 U.S. Treasury Notes 8.63 08/15/97 0 115,451,740 115,451,740
60,000,000 U.S. Treasury Notes 8.75 10/15/97 0 60,542,819 60,542,819
9,200,000 U.S. Treasury Notes 8.75 10/15/97 9,283,232 0 9,283,232
----------------------------------------------
$79,032,623 $620,435,267 $699,467,890
TOTAL U.S. TREASURY SECURITIES
(Combined Cost $1,116,952,316)
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 53.08%
REPURCHASE AGREEMENTS - 53.08%
343,510,000 Goldman Sachs Pooled Repurchase Agreement -
102% Collateralized by U.S. Government Securities 5.85% 07/01/97 $81,640,000 $343,510,000 $425,150,000
181,213,000 HSBC Securities Inc Repurchase Agreement -
102% Collateralized by U.S. Government Securities 5.80 07/01/97 78,723,000 181,213,000 259,936,000
261,926,000 JP Morgan Securities Inc Repurchase Agreement -
102% Collateralized by U.S. Government Securities 5.95 07/01/97 82,000,000 261,926,000 343,926,000
186,205,000 Morgan Stanley & Co Repurchase Agreement -
102% Collateralized by U.S. Government Securities 6.00 07/01/97 57,000,000 186,205,000 243,205,000
--------------------------------------------
$299,363,000 $972,854,000 $1,272,217,000
</TABLE>
<TABLE>
<S> <C> <C>
TOTAL SHORT-TERM INSTRUMENTS
(Cost $1,272,217,000)
TOTAL INVESTMENTS IN SECURITIES
(Cost $2,389,169,318)* (Note 1) 99.69% 2,389,169,318
Other Assets and Liabilities, Net 0.31% 7,413,894
======== =================
TOTAL NET ASSETS 100.00% 2,396,583,212
======== =================
</TABLE>
! Yield to Maturity.
* Cost for federal income tax purposes is the same as for financial
statement purposes:
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA SCHEDULE OF INVESTMENTS FOR MASTER INVESTMENT TRUST-
CAPITAL APPRECIATION MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Shares Security Name Cost Value
<S> <C> <C> <C>
COMMON STOCKS - 98.09%
ADVERTISING - 2.13%
130,000 HA-LO Industries Inc + $1,833,313 $3,071,250
60,000 Snyder Communications Inc + 1,425,802 1,616,250
--------------------------------------
$3,259,115 $4,687,500
BIOTECHNOLOGY - 1.47%
135,000 General Surgical Innovations Inc + $1,826,250 $759,375
115,000 Neurex Corp + 1,887,125 1,624,375
37,500 Serologicals Corp + 764,584 862,500
-------------------------------------
$4,477,959 $3,246,250
COMMERCIAL SERVICES - 4.58%
200,000 AccuStaff Inc + $4,090,759 $4,737,500
93,000 Peapod Inc + 1,486,650 1,046,250
55,000 Quintiles Transnational Corp + 3,314,499 3,829,375
60,000 Stericycle Inc + 558,542 480,000
-------------------------------------
$9,450,450 $10,093,125
COMPUTER SOFTWARE - 14.09%
32,500 3-D LABS INC + $934,375 $942,500
78,700 America Online Inc + 3,193,275 4,377,688
14,000 Aris Corp + 247,562 306,250
30,000 Axent Technologies Inc + 513,750 457,500
10,000 Check Point Software Tech + 260,000 233,750
120,000 Checkfree Corp + 2,014,082 2,115,000
38,000 Creative Technology Ltd + 681,250 646,000
55,000 Documentum Inc + 1,326,250 1,368,125
130,000 Imnet Systems Inc + 2,878,450 4,038,125
175,000 Inference Corp Class A + 3,187,250 732,813
27,000 Microsoft Corp + 1,736,806 3,412,121
30,000 Oracle Systems Corp + 1,199,370 1,511,250
19,000 Peerless Systems Corp + 268,375 261,250
27,000 Procom Technology Inc + 311,063 290,250
150,183 Pure Atria Corp + 3,774,057 2,121,335
135,000 Quadremed Corp + 1,687,847 911,250
100,000 Veritas Software Corp + 4,079,294 5,025,000
45,000 Viasoft Inc + 1,820,815 2,283,750
-------------------------------------
$30,113,871 $31,033,957
COMPUTER SYSTEMS - 5.58%
130,000 Adaptec Inc + $4,921,373 $4,517,500
55,000 Cisco Systems Inc + 3,445,205 3,691,875
197,774 Komag Inc + 5,009,263 3,238,549
23,000 Security Dynamics Technologies Inc + 844,438 848,125
--------------------------------------
$14,220,279 $12,296,049
ELECTRICAL EQUIPMENT - 3.38%
35,000 Gemstar International Group Ltd + $647,500 $643,125
90,000 Integrated Process Equipment Corp + 2,005,305 2,278,125
65,000 Interlink Electronics Inc + 344,375 455,000
40,000 Nokia Corp ADR Class A 1,969,357 2,950,000
30,500 Spectrian Corp + 912,281 1,124,688
-------------------------------------
$5,878,818 $7,450,938
ENERGY & RELATED - 10.13%
110,000 Ensco International Inc + $3,812,199 $5,802,500
40,000 Falcon Drilling Co Inc + 1,599,751 2,305,000
125,000 Global Industries Ltd + 1,421,038 2,919,922
</TABLE>
<PAGE>
PRO-FORMA SCHEDULE OF INVESTMENTS FOR MASTER INVESTMENT TRUST-
CAPITAL APPRECIATION MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Shares Security Name Cost Value
<S> <C> <C> <C>
COMMON STOCKS - 98.09%
60,000 Nabors Industries Inc + 1,380,549 1,485,000
110,000 Newpark Resources Inc + 2,354,701 3,712,500
66,000 Smedvig ASA - Sponsored ADR Class B 1,423,972 1,683,000
100,000 Tetra Technologies Inc + 2,462,522 2,475,000
85,000 Veritas Digicon Inc + 1,320,391 1,933,750
---------------------------------------
$15,775,123 $22,316,672
ENTERTAINMENT & LEISURE - 4.23%
120,000 Family Golf Centers Inc + $2,208,391 $2,760,000
47,500 HFS Inc + 2,907,073 2,755,000
115,000 Regal Cinemas Inc + 3,287,663 3,795,000
---------------------------------------
$8,403,127 $9,310,000
FINANCE & RELATED - 8.02%
16,500 ARM Financial Group Inc + $247,500 $330,000
115,000 Capital One Financial Corp 3,370,107 4,341,250
225,000 Envoy Corp (New) + 7,705,681 7,481,250
65,000 Firstplus Financial Group + 1,777,836 2,210,000
115,000 Money Store Inc 2,734,484 3,299,063
---------------------------------------
$15,835,608 $17,661,563
FOOD & RELATED - 3.47%
145,000 NorthLand Cranberries Inc $3,241,888 $2,338,125
118,000 NuCo2 Inc + 1,924,024 2,035,500
80,000 Suiza Foods Corp + 1,982,228 3,280,000
---------------------------------------
$7,148,140 $7,653,625
GENERAL BUSINESS & RELATED - 5.66%
60,000 HBO & Co $3,237,209 $4,132,500
100,000 Homegate Hospitality Inc + 988,438 975,000
47,500 P-Com Inc + 1,472,488 1,567,500
160,000 Proxim Inc + 3,572,325 3,880,000
60,000 Wackenhut Corrections Corp + 1,651,379 1,747,500
9,000 Waste Industries Inc + 129,000 158,625
---------------------------------------
$11,060,839 $12,461,125
HEALTHCARE - 9.10%
70,000 Access Health Inc $1,179,656 $1,715,000
40,000 Algos Pharmaceuticals Corp + 732,263 730,000
50,000 Covance Inc + 977,950 965,625
150,000 Genesis Health Ventures Inc + 3,940,085 5,062,500
242,700 Healthsouth Corp + 3,922,501 6,052,331
140,000 Renal Treatment Centers + 2,606,195 3,762,500
51,000 Vivus Inc + 1,311,649 1,214,438
25,000 Zonagen Inc + 572,500 546,875
---------------------------------------
$15,242,808 $20,049,269
MANUFACTURING PROCESSING - 1.77%
---------------------------------------
175,000 Biochem Pharma Inc + $4,318,238 $3,893,750
MEDICAL EQUIPMENT & SUPPLIES - 2.90%
21,000 Closure Medical Corp + $304,447 $404,250
147,500 Endosonics Corp + 1,761,922 1,604,063
115,000 Life Med Sciences Inc + 727,344 431,250
180,000 Ultrafem Inc + 3,138,115 2,475,000
130,000 Uroquest Medical Corp + 819,205 845,000
125,000 Vidamed Inc + 1,542,813 632,813
---------------------------------------
$8,293,846 $6,392,376
PHARMACEUTICALS - 0.90%
100,000 Anesta Corp + $1,392,104 $1,900,000
80,000 Seragen Inc + 444,940 80,000
---------------------------------------
$1,837,044 $1,980,000
REAL ESTATE INVESTMENT TRUSTS - 0.23%
36,000 Lexington Corp Properties $495,000 $504,000
RETAIL & RELATED - 5.61%
</TABLE>
<PAGE>
PRO-FORMA SCHEDULE OF INVESTMENTS FOR MASTER INVESTMENT TRUST-
CAPITAL APPRECIATION MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Shares Security Name Cost Value
<S> <C> <C> <C>
COMMON STOCKS - 98.09%
57,500 Amazon.com Inc + $1,056,991 $1,063,750
270,000 Corporate Express Inc + 5,100,062 3,898,125
115,000 Eagle Hardware & Garden + 2,573,184 2,630,625
115,000 Galoob (Lewis) Toys Inc + 2,069,000 2,170,625
45,000 North Face Inc + 765,774 821,250
83,000 Oakley Inc 1,014,440 1,167,188
19,000 Pacific Sunwear of California + 639,171 612,750
-----------------------------------
$13,218,622 $12,364,313
SEMICONDUCTORS - 2.51%
33,000 ASE Test Limited + $1,379,562 $1,394,250
70,000 LSI Logic Corp + 2,464,237 2,240,000
55,000 Triquint Semiconductor Inc + 1,875,313 1,890,625
-----------------------------------
$5,719,112 $5,524,875
TELECOMMUNICATIONS - 9.35%
116,000 Ascend Communication Inc + $6,761,855 $4,567,500
20,000 Clear Channel Communications Inc + 999,980 1,231,250
62,500 IXC Communications + 1,500,021 1,640,625
255,000 LCI International Inc + 4,577,332 5,578,125
205,000 NEXTEL Communications Class A + 3,411,187 3,682,188
205,000 Paging Network Inc + 3,817,562 1,600,156
55,000 Teledata Communications Ltd + 1,623,224 1,690,625
-----------------------------------
$22,791,161 $20,590,469
TRANSPORTATION - 2.98%
80,000 Atlas Air Inc + $3,600,819 $2,760,000
175,000 Trico Marine Services Inc + 3,106,321 3,817,188
-----------------------------------
$6,707,140 $6,577,188
TOTAL COMMON STOCKS $204,246,300 $216,087,044
<CAPTION>
Shares Security Name Value
<S> <C> <C> <C> <C>
WARRANTS - 2.53%
2,295 Checkers Drive-In Restaurant expires 12/22/2000 + $357 $1,721
55,000 Inlet Corp expires 3/14/1998 + 2,973,035 5,582,500
------------------------------------
$2,973,392 $5,584,221
TOTAL WARRANTS
(Cost $2,973,392)
TOTAL INVESTMENTS IN SECURITIES
(Cost $207,219,692)* (Notes 1 and 3) 100.62% 221,671,265
Other Assets and Liabilities, Net -0.62 (1,369,995)
============= ============
TOTAL NET ASSETS 100.00% 220,301,270
============= ============
</TABLE>
+ Non-income earning securities.
. Cost for federal income tax purposes is the same as for financial
statement purposes and net unrealized appreciation consists of:
<TABLE>
<S> <C>
Gross Unrealized Appreciation 36,964,901
Gross Unrealized Depreciation (22,513,328)
-------------
Net Unrealized Appreciation 14,451,573
=============
</TABLE>
The companying notes are an integral part of these financial statements.
<PAGE>
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR MASTER INVESTMENT TRUST -
NATIONAL TAX-FREE MONEY MARKET MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 97.02%
Arizona - 1.36%
1,000,000 Chandler AZ Industrial Development V/R Project LOC - Citibank N.A. 3.69% 12/01/02 $1,000,000
500,000 Maricopa County AZ PCR Public Service Co Series B 4.00 05/01/29 500,000
-------------
1,500,000
California - 8.42%
5,000,000 Arbor Fund CA Tax-Exempt Portfolio 3.68 01/0/00 $5,000,000
1,800,000 California HFFA Revenue - Sutter Health Series B 3.75 03/01/20 1,800,000
600,000 California HFFA V/R FSA Insured 3.75 07/01/22 600,000
100,000 California Pollution Control Finance Authority Revenue V/R 3.95 02/01/16 100,000
100,000 California State PCFA Stanislaus Project V/R AMT LOC - Swiss Bank 3.85 12/01/17 100,000
200,000 California State PCFA V/R Shell Oil Co Project Series B 3.70 10/01/11 200,000
1,000,000 California Statewide CDA COP 4.10 06/01/26 1,000,000
100,000 Chula Vista CA Industrial Development Revenue San Diego Gas & Electric Series B 5.40 12/01/21 100,000
100,000 Irvine Ranch CA Water District V/R LOC - Bank of America 3.75 04/01/33 100,000
300,000 Riverside County CA COP Series A 3.82 12/01/15 300,000
-------------
9,300,000
Colorado - 5.97%
4,000,000 Colorado HFFA V/R Sisters of Charity Healthcare 4.15 05/15/25 $4,000,000
1,000,000 Colorado State HFFA Boulder County Hospital Project V/R Series C 4.15 10/01/14 1,000,000
1,000,000 Colorado State HFFA North Colorado Medical Center 4.15 05/15/20 1,000,000
600,000 Colorado State Student Loan Obligation Bond Authority Series A 4.25 07/01/00 600,000
-------------
6,600,000
Florida - 9.95%
2,000,000 Indian River County FL Hospital Series 1990 3.75 08/15/97 $2,000,000
3,000,000 Jacksonville FL Electric Authority 3.70 08/15/97 3,000,000
3,000,000 Sarasota County FL Public Hospital District -
Sarasota Memorial Hospital Series 96-A 3.80 08/14/97 3,000,000
3,000,000 Sunshine State FL Government Financing Authority 3.85 09/12/97 3,000,000
-------------
11,000,000
Georgia - 5.06%
700,000 Fulton County GA Residential Care Facility V/R - Lenbrook Square Foundation 4.25 01/01/18 $700,000
2,895,000 Municipal Electric Authority of Geogia 3.65 07/01/97 2,895,000
2,000,000 Municipal Electric Authority of Georgia 4.15 03/01/20 2,000,000
-------------
5,595,000
Illinois - 2.72%
3,000,000 Illinois State Highway Toll Revenue V/R Series B 4.15 01/01/10 $3,000,000
Indiana - 0.45%
500,000 Princeton IN PCR V/R Energy Project LOC - Canadian Imperial Bank 4.05 03/01/19 $500,000
Kansas - 1.99%
2,200,000 Burlington KS PCR - Kansas City Power & Light 3.75 08/14/97 $2,200,000
Louisiana - 2.53%
1,200,000 Calcasieu Parish Inc LA Industrial Development Revenue Series B 3.93 02/01/16 $1,200,000
1,600,000 New Orleans Aviation Board Revenue MBIA Insured 4.15 08/05/15 1,600,000
-------------
2,800,000
Massachusetts - 13.94%
1,400,000 Massachusetts State HFFA Revenue V/R Asset Program LOC - Credit Suiss 3.75 01/01/19 $1,400,000
14,000,000 Massachusetts State IDA Resources Recovery V/R Ogden Haver 3.85 12/01/11 14,000,000
-------------
15,400,000
Minnesota - 2.72%
3,000,000 Cohasset MN Power & Light Co V/R Series A 4.00 06/01/20 $3,000,000
Nebraska - 2.26%
2,500,000 Nebraska Higher Education Loan Program Series B 4.30 12/01/16 $2,500,000
</TABLE>
<PAGE>
PRO-FORMA PORTFOLIO OF INVESTMENTS FOR MASTER INVESTMENT TRUST-NATIONAL
TAX-FREE MONEY MARKET MASTER PORTFOLIO
(UNAUDITED) June 30, 1997
<TABLE>
<CAPTION>
Interest Maturity
Principal Security Name Rate Date Value
<S> <C> <C> <C> <C>
SHORT-TERM INSTRUMENTS - 97.02%
Nevada - 0.91%
1,000,000 Clark County NV Airport Improvement Revenue Series A 4.15% 07/01/12 $1,000,000
New Jersey - 0.91%
1,000,000 New Jersey State Turnpike Revenue Series D 3.80 01/01/18 $1,000,000
New Mexico - 1.72%
1,000,000 Albuquerque NM Airport Revenue Project AMBAC Insured 4.15 07/01/14 $1,000,000
900,000 Farmington NM PCR V/R Arizona Public Services Co. Series B 4.05 09/01/24 900,000
-------------
1,900,000
New York - 3.35%
1,200,000 New York NY Assistance Corp LOC - Series B 4.05 04/01/23 $1,200,000
300,000 New York NY Muni Finance Authority Water & Sewer System Revenue Series C 4.15 06/15/23 300,000
1,200,000 New York NY Muni Water Finance Authority Water & Sewer System Revenue
FGIC Insured 4.05 06/15/24 1,200,000
1,000,000 Suffolk County NY Industrial Development Revenue V/R 3.85 02/01/07 1,000,000
-------------
3,700,000
North Carolina - 3.80%
400,000 Charlotte NC Airport Revenue V/R Series A MBIA Insured 4.15 07/01/16 $400,000
3,800,000 North Carolina Eastern Municipal Power Agency 3.65 07/01/97 3,800,000
-------------
4,200,000
Pennsylvania - 4.52%
2,500,000 Delaware Valley PA Regional Finance Authority 4.15 08/01/16 $2,500,000
2,500,000 Pennsylvania State Higher Education Assistance Agency Student Loan
Revenue V/R Series A 4.25 12/01/25 2,500,000
-------------
5,000,000
South Carolina - 4.07%
4,500,000 South Carolina Educational Facility Authority Series B 4.15 10/01/26 $4,500,000
Texas - 11.51%
100,000 Brazos River Authority Texas PCR V/R Texas Utilities Electric Co LOC -
Bank of Switzerland 5.55 06/01/30 $100,000
5,000,000 Guadalupe-Blanco River Authority Texas PCR Central Power & Light Co V/R LOC -
ABN Amro of North America 4.05 11/01/15 5,000,000
2,000,000 Houston TX Tax & Revenue Anticipation 4.50 06/30/98 2,012,480
3,600,000 San Antonio TX Gas & Electric Series A 3.65 07/01/97 3,600,000
2,000,000 Texas State Tax & Revenue Anticipation 4.75 08/29/97 2,003,024
-------------
12,715,504
Utah - 1.63%
1,400,000 Intermountain Power Agency UT Series 65-F 3.75 11/10/97 $1,400,000
400,000 Salt Lake City UT Airport Revenue Series A AMT LOC - Credit Suisse 4.20 06/01/98 400,000
-------------
1,800,000
Virginia - 0.45%
500,000 Peninsula Ports Authority Revenue Port Facilities Shell Coal & Terminal Co 4.05 12/01/05 $500,000
Washington - 0.63%
200,000 Port Vancouver WA United Grain Corp LOC - Sumitomo Bank 4.35 12/01/09 $200,000
500,000 Washington State MFHR Inglenook Court Project LOC - Bank of America 4.55 07/01/25 500,000
-------------
700,000
Wyoming - 6.15%
3,300,000 Kemmer WY PCR V/R Exxon Project 4.00 11/01/14 $3,300,000
1,000,000 Platte County WY PCR V/R LOC - Societe Generale 4.20 07/01/14 1,000,000
2,500,000 Sweetwater County, WY Pollution Control Revenue - Pacific Corp 3.75 08/11/97 2,500,000
-------------
6,800,000
TOTAL SHORT-TERM INSTRUMENTS $107,210,504
(Cost $107,210,504)
<CAPTION>
<S> <C> <C>
TOTAL INVESTMENTS IN SECURITIES
(Cost $107,210,504)* (Note 1) 97.02% 107,210,504
Other Assets and Liabilities, Net 2.98% 3,296,918
----------- -------------
TOTAL NET ASSETS 100.00% 110,507,422
=========== =============
</TABLE>
* Cost for federal income tax purposes is the same as for financial
statement purposes:
The accompanying notes are an integral part of these financial statements.
