STAGECOACH FUNDS INC /AK/, 485APOS, 1997-11-26

STAGECOACH FUNDS INC /AK/
485APOS, 1997-11-26

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<PAGE>

As filed with the Securities and
Exchange Commission
on November 25, 1997
Registration No. 33-42927; 811-6419

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
[X]
Post-Effective Amendment No. 36

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]

Amendment No. 37 [X]
(Check appropriate box or boxes)
________________________

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

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

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

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

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

[_] 75 days after filing pursuant [_] on ___________pursuant
to Rule 485(a)(2), or to Rule 485(a)(2)

<PAGE>

If appropriate, check the following box:

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

<PAGE>

EXPLANATORY NOTE
----------------

This Post-Effective Amendment to the Registration Statement (the
"Amendment") of Stagecoach Funds, Inc. (the "Company") is being filed to
register the "Plain English" Prospectuses and related Statements of Additional
Information ("SAI") for the following of the Company's funds and classes: the
Institutional Class of the Balanced Fund, Equity Value Fund, Growth Fund, and
Small Cap Fund ("Equity Funds"); the Institutional Class of the Intermediate
Bond Fund, Short-Intermediate U.S. Government Income Fund, and U.S. Government
Income Fund ("Income Funds"); the Institutional Class of the Money Market Mutual
Fund, National Tax-Free Money Market Mutual Fund, Prime Money Market Mutual
Fund, and Treasury Money Market Mutual Fund ("Money Market Funds"); the
Administrative Class of the Prime Money Market Mutual Fund and Treasury Money
Market Mutual Fund; the Service Class of the Prime Money Market Mutual Fund and
Treasury Money Market Mutual Fund; the single class of the Overland Express
Sweep Fund; and the Institutional Class of the Arizona Tax-Free Fund, California
Tax-Free Bond Fund, California Tax-Free Income Fund, National Tax-Free Fund, and
Oregon Tax-Free Fund, ("Tax-Free Income Funds"). The Amendment does not affect
the Registration Statement for the Company's other classes, prospectuses or SAIs
and does not relate to any of the Funds' other classes, prospectuses or SAIs.

The Growth Fund and U.S. Government Income Fund are currently known as the
Growth and Income Fund and Ginnie Mae Fund, respectively. The new names are
expected to be in effect on December 15, 1997.
<PAGE>

STAGECOACH FUNDS, INC.
----------------------
Cross Reference Sheet
---------------------

Form N-1A Item Number
- ---------------------

Part A Prospectus Captions
- ------ -------------------
1 Cover Page
2 Summary of Fund Expenses
3 How To Read the Financial Highlights Summary of Fund Expenses
4 Summary Information
General Risk Considerations
Fundamental and Non-Fundamental Investment Policies
Organization and Management of the Funds
5 Summary of Fund Expenses Organization and Management of the
Funds
6 A Choice of Share Classes Additional Services and Policies
7 A Choice of Share Classes
Reduced Sales Charges
Your Account
Additional Services and Policies
8 A Choice of Share Classes
Reduced Sales Charges
Your Account
Additional Services and Policies
9 Not Applicable

Part B Statement of Additional Information Captions
- ------ --------------------------------------------
10 Cover Page
11 Table of Contents
12 General
13 Investment Restrictions
Additional Permitted Investment Activities
Risk Factors
SAI Appendix
14 Management
15 Management
16 Management
Fund Expenses
Independent Auditors
17 Portfolio Transactions
18 Capital Stock
Other
19 Determination of Net Asset Value
Additional Purchase and Redemption Information
20 Federal Income Taxes
21 Management
22 Performance Calculations
23 Financial Information

Part C Other Information
- ------ -----------------
<PAGE>

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

Income Funds Prospectus/Plain English (November 2,, 1997)-1

Please read this Prospectus and keep it for future reference. It is designed to
provide you with important information and to help you decide if a Fund's goals
match your own.

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

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

STAGECOACH
EQUITY FUNDS PROSPECTUS

Balanced Fund
Equity Value Fund
Growth Fund
Small Cap Fund

Institutional Shares

February 1, 1998

Investment Advisor and Administrator
Wells Fargo Bank

Distributor and Co-Administrator
Stephens Inc.

<PAGE>

Income Funds Prospectus/Plain English (November 2,, 1997)-2

FOR YOUR INFORMATION

What is a prospectus? - A prospectus provides you with the information you need
in order to make an informed investment decision. It states how a Fund operates
and invests its assets.

What is different about this Prospectus? - We have rewritten our Prospectus in
"Plain English" to make it easier to read and understand. We have also grouped
some of the most important Fund information together.

How is the Fund information organized? - After important summary information and
the expense fee table, each Fund's investment objectives and financial
highlights are presented. The icons below tell you where various types of
information can be found.

What else do I need to understand these Funds? - Each Fund has a "Statement of
Additional Information" that continues and supplements the disclosures made in
this Prospectus. You may also want to review the most recent Annual or Semi-
Annual Report. You can order copies without charge by calling 1 800-222-8222.

(icon) Investment Objectives and Policies: What is the Fund trying to achieve?
How do we intend to invest your money? What makes it different from the other
Funds offered in this Prospectus? Look for the check-mark icon to find out.

(icon) Portfolio Holdings: A quick summary of a Fund's key permitted investments
and practices.

(icon) Important Risk Factors: What are some of the key risk factors particular
to this Fund? Use this information together with the "General Risk
Considerations" on page ___ when considering whether this Fund is right for you.

(icon) Additional Fund Facts: Provides additional key information for each Fund.
<PAGE>

Income Funds Prospectus/Plain English (November 2,, 1997)-3

KEY INFORMATION

Summary of Stagecoach Institutional Equity Funds: The Funds described in this
Prospectus invest primarily in equity securities except as indicated. As
described, they may seek long-term capital appreciation, total return, current
income or a combination of these objectives. Each Fund is a series of an open-
end management investment company.

Should you consider investing in these Funds? Yes, if:
. you are looking to add equity investments to your portfolio;
. you have an investment horizon of at least three to five years; and
. you are willing to accept the risks of equity investing, including the risk
that share prices may fluctuate significantly.

You should NOT consider investing in these Funds if:
. you are looking for FDIC insurance coverage or guaranteed rates of return;
. you are unwilling or unable to accept that you may lose money on your
investment;
. you are unwilling to accept the risks involved in the securities markets;
and
. you are seeking monthly dividend income.

What are Institutional shares?: Institutional shares are typically held for your
benefit by affiliate, franchise or correspondent banks of Wells Fargo and other
select institutions. The Funds offered here are available in other share
classes. A prospectus for additional share classes can be obtained by calling 1
800-222-8222.

Who are "We"?: In this Prospectus, "We" generally means the Stagecoach Funds.
"We" sometimes refers to the Investment Advisor or other companies hired by the
Fund to perform services. The section on "Organization and Management of The
Funds" further explains how the Funds are organized.

Who are "You"?: In this Prospectus, "You" means the shareholder.

Dividends: We pay dividends, if any, quarterly for the Funds listed in this
Prospectus except for the Small Cap and Strategic Growth Funds, which pay annual
dividends.

Italics: Throughout this Prospectus, words will appear in italicized print. This
means that the word is defined in the Glossary beginning on page ___.
<PAGE>

Income Funds Prospectus/Plain English (November 2,, 1997)-4

HOW TO READ THE FINANCIAL HIGHLIGHTS

After each Fund's Investment Objective and Investment Policies, charts are
provided showing important financial information about Fund. The charts are
called "Financial Highlights" and are designed to help you understand the past
performance of each Fund. The financial statements, from which these Financial
Highlights were derived, were audited by KPMG Peat Marwick LLP except as
indicated. The financial statements are available in the Fund's most recent
Annual Report and are available free of charge by calling 1-800-222-8222. for
periods prior to October 1, 1995 and for the Growth Fund prior to January 1,
1992. Here is an explanation of some terms that will help you interpret these
charts.

NET ASSET VALUE (NAV)--The value of one share of a class of a Fund, excluding
any sales charge. See the Glossary for a fuller definition.

NET INVESTMENT INCOME--When we receive dividend or interest payments from an
investment or earn trading profits, we deduct management fees, administrative
and other expenses and then record the result as net investment income. The
number in the financial highlights is the net investment income of a class
divided by the number of outstanding shares of that class. The amount
distributed to shareholders is listed under the heading "Less Distributions-
Dividends from Net Investment Income."

NET REALIZED AND UNREALIZED CAPITAL GAINS--We buy and sell investments
frequently. The profit on an investment sold for more than its purchase price is
a realized capital gain while any loss is a realized capital loss. An unrealized
gain or loss occurs when an investment gains or loses value but is not sold. The
number in this category is the total gains or losses of a class divided by the
number of outstanding fund shares for that class. The amount of capital gain or
loss per share that was passed on to shareholders is listed under the heading
"Less Distributions-Distributions From Net Realized Gains."

NET ASSETS--The value of the investments in a Fund's portfolio that are
attributable to a particular class of the Fund.

RATIO OF EXPENSES TO AVERAGE NET ASSETS--This ratio reflects the amount paid by
a Fund to cover the costs of its daily operations, and includes advisory,
administrative and other operating expenses. It is expressed as a percentage of
the average daily net assets of a class.

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS--This ratio is the
result of dividing net investment income (or loss) by average net assets.

PORTFOLIO TURNOVER--Portfolio turnover reflects the trading activity in the
Fund's portfolio and is expressed as a percentage of a Fund's investment
portfolio. For example, a Fund with a 50% portfolio turnover has sold and bought
half of its investment portfolio during the given period.

AVERAGE COMMISSION RATE PAID--The average brokerage commission paid by a Fund
when it buys or sells shares of securities. The rate is expressed on a per share
basis and the amount paid may vary depending upon trading practices or other
conditions. This information is required for fiscal years beginning after
September 1, 1995

TOTAL RETURN--The annual return on an investment, including any appreciation or
decline in share value, assumes reinvestment of all dividends and capital gains,
and excludes sales loads.
<PAGE>

Institutional Equity Prospectus (November 2, 1997) 5

EQUITY INSTITUTIONAL FUNDS

Summary of Expenses - This table is intended to help you understand the various
costs and expenses you will pay directly or indirectly as a shareholder in a
Fund. It does not reflect any charges that may be imposed by Wells Fargo or
another institution in connection with an investment in a Fund.

- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------
Expenses shown "before waivers" are based contract amounts while expenses shown
"after waivers" represent amounts expected to be incurred during the current
fiscal year. Expense waivers are voluntary and may be discontinued without
notice. Long-term shareholders may pay more than the equivalent of the maximum
front-end sales charge allowed by the National Association of Securities
Dealers.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Balanced Equity Value Growth Small Cap
- --------------------------------------------------------------------------------------------------------------
Institutional Institutional Institutional Institutional
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rule 12b1Fee None None None None
- --------------------------------------------------------------------------------------------------------------
Management Fee
(after waivers or reimbursement) 0.54% 0.50% 0.50% 0.60%
- --------------------------------------------------------------------------------------------------------------
Other expenses
(after waivers or reimbursement) 0.63% 0.57% 0.51% 0.15%
- --------------------------------------------------------------------------------------------------------------
Total Fund Operating Expenses
(after waivers or reimbursement) 1.17% 1.07% 1.01% 0.75%
- --------------------------------------------------------------------------------------------------------------
Management Fee
(before waivers or reimbursement) 0.60% 0.50% 0.50% 0.60%
- --------------------------------------------------------------------------------------------------------------
Other expenses
(before waivers or reimbursement) 0.58% 0.49% 0.51% 1.05%
- --------------------------------------------------------------------------------------------------------------
Total Fund Operating Expenses
(before waivers or reimbursement) 1.18% 0.99% 1.01% 1.65%
- --------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
EXAMPLES OF EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Balanced Equity Value Growth Small Cap
- --------------------------------------------------------------------------------------------------------------
You would pay the following expenses Institutional Institutional Institutional Institutional
on a $1,000 investment assuming a 5%
annual return, and that you redeem
your shares at the end of each period.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 Year $ 12 $ 11 $ 10 $ 8
- --------------------------------------------------------------------------------------------------------------
3 Years 37 34 32 24
- --------------------------------------------------------------------------------------------------------------
5 Years 64 59 56 42
- --------------------------------------------------------------------------------------------------------------
10 Years 142 131 124 93
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Institutional Equity Prospectus (November 2, 1997) 6

Balanced Fund

Portfolio Managers: Rex Wardlaw (since 2/97)
- -------------------
Tamyra Thomas (since 9/96)

CLASS A SHARE ANNUAL RETURNS (Bar graph with caption) Returns for other share
classes may vary due to different fees and expenses. These returns do not
reflect sales loads and are not a guarantee of future performance.

INVESTMENT OBJECTIVE

The Balanced Fund seeks to provide investors with both capital
appreciation and current income resulting in a high total investment return
consistent with prudent investment risk and a balanced investment approach.

INVESTMENT POLICIES

We pursue a balanced and diversified investment approach by investing
generally between 30% and 70% of our assets in common stocks and the remainder
in fixed-income securities. By actively managing both the equity and fixed-
income portfolios and the allocation mix, we hope to achieve a high total
return, including share Growth distributions. We invest the equity portion of
our portfolio according to the same value strategy discussed in the Equity Value
Fund section on page ___ of this Prospectus. We invest the fixed-income portion
of our portfolio in corporate bonds, commercial paper, and mortgage-backed and
asset-backed securities based on their relatively greater stability of income
and principal.

PORTFOLIO HOLDINGS

Under normal market conditions, we invest:
. between 30% and 70% of our assets in common stocks, with the remainder
invested in fixed-income securities.

The equity portion of the portfolio, under normal market conditions, is invested
in:
. both large, well-established companies and smaller companies with market
capitalization exceeding $50 million; and
. in foreign companies through American Depository Receipts and similar
instruments, up to 25% of total assets.

We invest the fixed-income portion of our portfolio in:
. commercial paper rated "A-2" (S&P) or "Prime-2" (Moody's) or better;
. corporate debt securities rated "BBB" (S&P) or "Baa" (Moody's) or better;
. mortgage-backed and asset-backed securities rated "AA" (S&P) or "Aa"
(Moody's) or better.

We may also invest in zero-coupon bonds.

We may temporarily hold assets in cash or in money market instruments,
including U.S. Government obligations, shares of other mutual funds and
repurchase agreements, or make other short-term investments, either to maintain
liquidity or for short-term defensive purposes when we believe it is in the best
interest of shareholders to do so.

IMPORTANT RISK FACTORS

For general information on risk, please see page ___.
<PAGE>

Institutional Equity Prospectus (November 2, 1997) 7

Historically, stock and bond markets have often had different cycles, with one
asset class rising when the other is falling. A balanced objective attempts to
reduce the volatility associated with investing in a single market. There is no
guarantee, however, that market cycles will move in opposition to one another or
that a balanced investment program will successfully reduce volatility. Also,
stocks of smaller and medium-sized companies may be more volatile than larger
company stocks. Investments in foreign markets may also present special risks,
including currency, political, diplomatic, regulatory and liquidity risks.

ADDITIONAL FUND FACTS

Tamyra Thomas is the manager of the income portion of the Fund, Rex Wardlaw is
the manager of the equity portion. They jointly determine the portfolio's asset
allocation.
<PAGE>

Institutional Equity Prospectus (November 2, 1997) 9

BALANCED FUND (1) -- FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
FOR SHARES OUTSTANDING
- --------------------------------------------------------------------------------
INSTITUTIONAL SHARE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
FOR PERIOD ENDED: Sept 30, March 31, Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1997 1997 (2) 1996 1995 1994 1993 1992 1991 1990
- -----------------------------------------------------------------------------------------------------------------------------------
Unaudited
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD $ 12.00 $ 11.45 $ 11.84 $ 11.67 $ 12.71 $ 11.18 $ 10.80 $ 9.50 $ 10.00
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS:
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) 0.22 0.21 0.40 0.46(3) 0.43(3) 0.44(3) 0.42(3) 0.52 0.14
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investments 1.68 0.74 0.89 0.68(3) (0.13)(3) 1.72(3) 0.53(3) 1.40 (0.64)
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 1.90 0.95 1.29 1.14 0.30 2.16 0.95 1.92 (0.50)
- -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
- -----------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment
income (0.22) (0.21) (0.40) (0.47) (0.l46) (0.43) (0.43) (0.62) ---
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized
gain 0.00 (0.19) (1.28) (0.50) (0.88) (0.20) (0.14) --- ---
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: (0.22) (0.40) (1.68) (0.97) (1.34) (0.63) (0.57) (0.62) ---
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 3.68 $ 12.00 $ 11.45 $ 11.84 $ 11.67 $ 12.71 $ 11.18 $ 10.80 $ 9.50
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return (Not Annualized) 15.86% 8.27% 10.80% 10.62% 2.30% 19.83% 9.03% 20.78% (5.00)%
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period
(000s) $54,605 $55,456 $72,327 $89,034 $108,290 $104,434 $65,226 $50,038 $33,185
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
(ANNUALIZED)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios of expenses to average
net assets 0.95% 0.95% 0.94% 1.03% 1.09% 1.01% 1.02% 0.96% 0.93%
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
to average net assets 3.14% 3.30% 3.29% 4.05% 3.55% 3.62% 3.76% 5.88% 5.87%
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 27% 43% 131% 90% 35% 60% 49% 30% 12%
- -----------------------------------------------------------------------------------------------------------------------------------
Average commission rate
paid ($) 0.0666 0.0802 0.0603 --- --- --- --- --- ---
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average
net assets prior to waived
fees and reimbursed expenses 1.23% 1.18% 1.11% 1.05% 1.11% 1.06% 1.10% 1.18% 1.60%
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income
to average net assets prior to
waived fees and reimbursed
expenses 2.86% 3.07% 3.12% 4.03% 3.53% 3.l57% 3.68% 5.66% 5.20%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)The Fund commenced operations on July 2, 1990. Please see page ___ for
historical fund information. (2) The Fund changed its fiscal year end from
September 30 to March 31. (3) per share data based on average monthly shares
outstanding.

<PAGE>

Plain English Equity Prospectus (Sept 22, 1997) 10

Equity Value Fund

Portfolio Managers: Allen Wisniewski (since 9/96)
- -------------------
Rex Wardlaw (since 1/97)

INVESTMENT OBJECTIVE

The Equity Value Fund seeks to provide investors with long-term
capital appreciation.

INVESTMENT POLICIES

We seek long-term capital appreciation by investing in a diversified
portfolio composed primarily of equity securities that we believe are selling
for less than their intrinsic or true value and that generally exhibit the
following characteristics: above-average financial strength, a strong position
in their industry and a history of steady profit growth. We use both
quantitative and qualitative analysis to identify possible investments.
Dividends are a secondary consideration when selecting stock. We may purchase
particular stocks when we believe that a history of strong dividends may
increase their market value.

PORTFOLIO HOLDINGS

Under normal market conditions, we invest:
. primarily in common stocks of both large, well-established companies and
smaller companies with market capitalizations exceeding $50 million;
. in debt instruments that may be converted into the common stock of both U.S.
and foreign companies; and
. up to 25% of our assets in foreign companies through American Depository
Receipts and similar instruments.

We may also purchase convertible securities with the same characteristics as
common stock, as well as in preferred stock and warrants. We may temporarily
hold assets in cash or in money market instruments, including U.S. Government
obligations, shares of other mutual funds and repurchase agreements, or make
short-term investments, either to maintain liquidity or for short-term defensive
purposes when we believe it is in the best interests of shareholders.

IMPORTANT RISK FACTORS:

For general risk information, please see page _____.

Stocks of smaller and medium-sized companies may be more volatile than larger
company stocks. Investments in foreign markets may also present special risks,
including currency, political, diplomatic, regulatory and liquidity risks.

ADDITIONAL FUND FACTS: Our strategy of buying attractive stocks which appear to
be selling for less than their intrinsic value is commonly known as a "value"
strategy.

<PAGE>

Plain English Equity Prospectus (Sept 22, 1997) 11

- -------------------------------------------------------------------------------
EQUITY VALUE FUND /(1)/ -- FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
FOR SHARES OUTSTANDING
- -------------------------------------------------------------------------------
INSITUTIONAL SHARE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
FOR PERIOD ENDED: Sept. 30, March 31, Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1997 1997/(2)/ 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------------------------------------------------
Unaudited
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 14.43 $ 12.65 $ 13.27 $ 12.36 $ 13.17 $ 10.73 $ 10.45
- -------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
- -------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) 0.09 0.09 0.22 0.24/(3)/ 0.20/(3)/ 0.21/(3)/ 0.20
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) on investments 3.48 1.89 1.61 1.63/(3)/ 0.74/(3)/ 2.75/(3)/ 0.49/(3)/
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 3.57 1.98 1.83 1.87 0.94 2.96 0.69
- -------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
- -------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (0.09) (0.08) (0.23) (0.25) (0.21) (0.23) (0.22)
- -------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain 0.00 (0.12) (2.22) (0.71) (1.54) (0.29) (0.19)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: (0.09) (0.20) (2.45) (0.96) (1.75) (0.52) (0.41)
- -------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 17.91 $ 14.43 $ 12.65 $ 13.27 $ 12.35 $ 13.17 $ 10.73
- -------------------------------------------------------------------------------------------------------------------------
Total Return (Not Annualized) 24.79% 15.73% 14.58% 16.58% 7.49% 28.22% 6.81%
- -------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s) $220,963 $193,161 $206,620 $170,406 $168,852 $140,551 $ 92,915
- -------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
(ANNUALIZED)
- -------------------------------------------------------------------------------------------------------------------------
Ratios of expenses to average net
assets 0.95% 0.95% 0.87% 0.96% 0.99% 0.98% 1.02%
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
average net assets 1.11% 1.25% 1.69% 1.97% 1.60% 1.73% 1.86%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 21% 45% 91% 75% 41% 82% 78%
- -------------------------------------------------------------------------------------------------------------------------
Average commission rate paid ($) 0.0656 0.0800 0.0558 --- --- --- ---
- -------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses 0.99% 0.99% 0.92% 0.98% 1.01% 0.99% 1.02%
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
average net assets prior to waived
fees and reimbursed expenses 1.07% 1.21% 1.64% 1.95% 1.58% 1.72% 1.86%
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------
FOR PERIOD ENDED: Sept. 30, Sept. 30,
1991 1990
- --------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD
INCOME FROM INVESTMENT OPERATIONS: $ 8.48 $ 10.00
- --------------------------------------------------------------
Net investment income (loss) 0.28 0.08
- --------------------------------------------------------------
Net realized and unrealized gain
(loss) on investments 1.98 (1.60)
- --------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 2.26 (1.52)
- --------------------------------------------------------------
LESS DISTRIBUTIONS:
- --------------------------------------------------------------
Dividends from net investment income (0.29) ---
- --------------------------------------------------------------
Distributions from net realized gain --- ---
- --------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: (0.29) ---
- --------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 10.45 $ 8.48
- --------------------------------------------------------------
Total Return (Not Annualized) 27.05% (15.20)%
- --------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- --------------------------------------------------------------
Net assets, end of period (000s) $ 68,412 $ 26,100
- --------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
(ANNUALIZED)
- --------------------------------------------------------------
Ratios of expenses to average net
assets 0.98% 0.91%
- --------------------------------------------------------------
Ratio of net investment income to
average net assets 2.69% 3.38%
- --------------------------------------------------------------
Portfolio turnover 36% 21%
- --------------------------------------------------------------
Average commission rate paid ($) --- ---
- --------------------------------------------------------------
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses 1.11% 1.86%
- --------------------------------------------------------------
Ratio of net investment income to
average net assets prior to waived
fees and reimbursed expenses 2.56% 2.43%
- --------------------------------------------------------------
</TABLE>

(1)The fund commenced operations on July 2, 1990. See page ___ for Historical
Fund information. (2) The Fund changed its fiscal year end from September 30 to
March 31. (3) Per share data are based upon average monthly shares outstanding.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 12

Growth Fund

Portfolio Managers: Brian Mulligan (since 10/95)
- -------------------
Kerri Hill (since 2/97)

INVESTMENT OBJECTIVE

The Growth Fund seeks to earn current income and achieve long-term
capital appreciation by investing primarily in common stocks and preferred
stocks and debt securities that are convertible into common stocks.

INVESTMENT POLICIES

We actively manage a diversified portfolio of common stock and other
equities. In selecting stocks, we emphasize past and potential future dividends.
We look for companies that have a strong earnings growth trend that we believe
have above-average prospects for future growth, and that have historically paid
above-average dividends. We especially look for common stocks that are trading
at low price-to-earnings ratios, as measured against either the stock market as
a whole or against the stock's own price history.

We may also invest in the stocks of medium- to smaller-size companies
that we believe have the potential to produce high levels of future earnings
growth or when we believe the stock is undervalued.

PORTFOLIO HOLDINGS

Under normal market conditions, we invest:
. at least 65% of our total assets in equity securities, including common and
preferred stock, and securities convertible into common stocks;
. at least 65% of our total assets in income producing securities;
. up to 50% of our assets in smaller- and medium-sized companies, with the
remainder in larger companies;
. up to 25% of our assets in American Depository Receipts and similar
instruments; and
. up to 15% of our assets in emerging markets.

We may temporarily hold assets in cash or in money market instruments,
including U.S. Government obligations, shares of other mutual funds and
repurchase agreements, or make short-term investments, either to maintain
liquidity or for short-term defensive purposes when we believe it is in the best
interest of shareholders to do so.

IMPORTANT RISK FACTORS

Please see the general risks section beginning on page ____.

Smaller and medium-sized companies selected for their earnings growth potential
may be more volatile than larger company stocks. Investments in foreign and
emerging markets may also present special risks, including currency, political,
diplomatic, regulatory and liquidity risks.

ADDITIONAL FUND FACTS

We have a quarterly dividend policy. This Fund would not be suitable for
investors requiring monthly income

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 13

- --------------------------------------------------------------------------------
GROWTH FUND(1) -- FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
FOR SHARES OUTSTANDING
- --------------------------------------------------------------------------------
INSTITUTIONAL SHARE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR PERIOD ENDED: Sept 30, March 31, Sept. 30,
1997 1997(2) 1996
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unaudited
- --------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 22.52 $ 21.01 $ 20.03
- --------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
- --------------------------------------------------------------------------------------------------
Net investment income (loss) 0.09 0.09 0.02
- --------------------------------------------------------------------------------------------------
Net realized and unrealized gain 4.63 2.57 0.97
(loss) on investments
- --------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 4.72 1.66 0.99
- --------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
- --------------------------------------------------------------------------------------------------
Dividends from net investment income (0.09) (0.09) (0.01)
- --------------------------------------------------------------------------------------------------
Distributions from net realized gain 0.00 (0.06) 0.00
- --------------------------------------------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: (0.09) (0.15) (0.01)
- --------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 27.15 $ 22.52 $ 21.01
- --------------------------------------------------------------------------------------------------
Total Return (Not Annualized) 20.98% 7.92% 3.41%
- --------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- --------------------------------------------------------------------------------------------------
Net assets, end of period (000s) $21,807 $19,719 $18,508
- --------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
(ANNUALIZED)
- --------------------------------------------------------------------------------------------------
Ratios of expenses to average net 0.97% 1.01% 0.96%
assets
- --------------------------------------------------------------------------------------------------
Ratio of net investment income to 0.69% 0.78% 1.27%
average net assets
- --------------------------------------------------------------------------------------------------
Portfolio turnover 51% 40% 83%
- --------------------------------------------------------------------------------------------------
Average commission rate paid ($) $0.0633 $0.0799 $0.0702
- --------------------------------------------------------------------------------------------------
Ratio of expenses to average net 0.97% N/A N/A
assets prior to waived fees and
reimbursed expenses
- --------------------------------------------------------------------------------------------------
Ratio of net investment income to 0.69% N/A N/A
average net assets prior to waived
fees and reimbursed expenses
- --------------------------------------------------------------------------------------------------
</TABLE>

(1) The Fund commenced operations on August 2, 1990.
(2) The Fund changed its fiscal year end to March 31

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 14

Small Cap Fund

Portfolio Managers: Jon Hickman (since 9/96)
- -------------------
Steve Enos (since 9/96)
Kenneth Lee (since 6/97)

INVESTMENT OBJECTIVE

The Small Cap Fund seeks above-average, long-term capital appreciation in
order to provide investors with a rate of total return exceeding that of the
Russell 2000 Index, before fees and expenses, over a time horizon of three to
five years.

INVESTMENT POLICIES

We actively manage a diversified portfolio of the common stock of growth-
oriented smaller companies. We define smaller companies as those whose market
capitalizations fall within the range of the Russell 2000 Index. As of July
1997, that range was between $171.1 million and $1.1billion. This range is
expected to change frequently and we may sometimes invest in companies whose
market capitalizations are smaller or larger than the range. We will, however,
sell the stock of companies whose market capitalization grow above $2 billion.

We invest in the common stock of domestic and foreign companies we believe
have above-average prospects for capital growth, and that are involved in new
or innovative products, services and processes.

PORTFOLIO HOLDINGS

Under normal market conditions, we invest:
. in an actively managed, broadly-diversified portfolio of growth-oriented
common stocks;
. in at least 20 common stock issues spread across multiple industry groups
and sectors of the economy;
. no more than 40% of our assets in initial public offerings or recent start-
ups and newer issues;
. no more than 25% of our assets in foreign companies through American
Depository Receipts or similar issues; and
. up to 15% of our portfolio in emerging markets;

We may invest in preferred stock or investment-grade debt securities that
are convertible into common stock, and in money market instruments to maintain
liquidity, to meet expected redemption requests or as a temporary defensive
measure when we believe that the basic investment strategy is not in the best
interest of shareholders. Generally, these defensive investments are temporary
and will not exceed 35% of total assets.

IMPORTANT RISK FACTORS

Please see the general risks section beginning on page ____.

This Fund is designed for investors willing to assume above-average risk. We may
invest in companies that:
. pay low or no dividends;
. have smaller market capitalizations;
. have less market liquidity;

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 15

. have no or relatively short operating histories, or are newly public
companies or are initial public offerings;
. have aggressive capital structures including high debt levels; and
. are involved in rapidly growing or changing industries and/or new
technologies.
Because we invest in such aggressive securities, share prices may rise and fall
more than the share prices of other funds. In addition, our active trading
investment strategy may result in higher-than-average portfolio turnover ratio,
increased trading expenses, and short-term capital gains.

ADDITIONAL FUND FACTS

We have an annual dividend policy. You should not invest in the Fund if you are
looking for monthly income.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 16

- --------------------------------------------------------------------------------
SMALL CAP FUND(1) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
FOR SHARES OUTSTANDING
- --------------------------------------------------------------------------------
INSTITUTIONAL SHARE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR PERIOD ENDED: Sept 30, 1997 March 31, 1997(2) Sept. 30 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unaudited
- --------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 19.01 $ 22.45 $ 22.01
- --------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss) (0.01) 0.02 0.00
- --------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain 9.23 (3.46) 0.44
(loss) on investments
- --------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 9.22 (3.44) 0.44
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
- --------------------------------------------------------------------------------------------------------------
Dividends from net investment income 0.00 0.00 0.00
- --------------------------------------------------------------------------------------------------------------
Distributions from net realized gain 0.00 0.00 0.00
- --------------------------------------------------------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: 0.00 0.00 0.00
- --------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 28.23 $ 19.01 $ 22.45
- --------------------------------------------------------------------------------------------------------------
Total Return (Not Annualized) 48.50% (15.32)% 2.00%
- --------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- --------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s) $ 59,637 $ 29,200 $ 24,553
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
(ANNUALIZED)
- --------------------------------------------------------------------------------------------------------------
Ratios of expenses to average net 0.75%(3) 0.75%(3) 1.60% (3)
assets
- --------------------------------------------------------------------------------------------------------------
Ratio of net investment income to (0.10)% (3) 0.16%(3) (1.15)% (3)
average net assets
- --------------------------------------------------------------------------------------------------------------
Portfolio turnover N/A N/A 10%
- --------------------------------------------------------------------------------------------------------------
Average commission rate paid N/A N/A $ 0.0800
- --------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.32%(3) 1.65%(3) 1.63%(3)
assets prior to waived fees and
reimbursed expenses
- --------------------------------------------------------------------------------------------------------------
Ratio of net investment income to (0.67)% (3) (0.74)% (3) (1.18)% (3)
average net assets prior to waived
fees and reimbursed expenses
- --------------------------------------------------------------------------------------------------------------
</TABLE>

1 The Fund commenced operations on September 16, 1996.
2 The Fund changed its fiscal year end to March 31.
3 Ratio includes income and expenses allocated from the Master Portfolio.
4 The portfolio turnover and average commission rates for the Small Cap
Master Portfolio during the period were 10% and $0.0800, respectively.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 17

GENERAL RISK CONSIDERATIONS

Understanding the risks involved in mutual fund investing will help you make an
informed decision that takes into account your tolerance and preferences. Some
risks are common to all the Stagecoach Funds. Chief among these risks is the
following:

. Unlike bank deposits such as CD's or savings accounts, mutual funds are NOT
INSURED BY THE FDIC.
. We CANNOT GUARANTEE that we will meet our investment objectives.
. We do not guarantee the performance of a Fund, nor can we assure you that
the market value of your investment will not decline. We will not "make
good" any investment loss you may suffer, nor can anyone we contract with
to perform certain functions, such as selling agents or investment
advisors, offer or promise to make good any such losses.
. Share prices--and therefore the value of your investment--WILL INCREASE AND
DECREASE with changes in the value of the underlying securities and other
investments. This is referred to as volatility.
. Investing in any mutual fund, including the most conservative, involves
RISK, INCLUDING THE POSSIBLE LOSS OF ANY MONEY YOU INVEST.
. No single Fund, by itself, constitutes a complete investment plan.

Some of our mutual funds invest in securities that involve particular kinds of
risk.

. Funds that invest in equities are subject to EQUITY MARKET RISK, which is
the risk that stock prices will fluctuate and can decline and reduce the
value of the portfolio. Certain types of stock and certain stocks selected
for a Fund's portfolio may underperform or decline in value more than the
overall market. As of the date of this Prospectus, the equity market, as
measured by the S&P 500 Index and other commonly used indexes, is trading
at or close to record levels. There can be no guarantee that these
performance levels will continue.
. Funds that invest in debt instruments, such as notes and bonds, are subject
to CREDIT RISK and INTEREST-RATE RISK. Credit risk is the chance that an
issuer of a security will be unable to make interest payments or repay
principal. Changes in the financial strength of an issuer or changes in the
credit rating of a security may affect its value. Interest-rate risk is the
possibility that interest rates may increase and reduce the resale value of
securities in a Fund's portfolio. Debt instruments with longer maturities
are generally more sensitive to interest rate changes than those with
shorter maturities. Changes in market interest rates do not affect the rate
payable on debt instruments held in a Fund, unless the instrument has
adjustable or variable rate features. Changes in market interest rates may
also extend or shorten the duration of certain types of instruments, such
as asset-backed securities, thereby affecting their value and the return on
your investment.
. Funds that invest in SMALLER COMPANIES, FOREIGN COMPANIES (including
investments made through American Depository Receipts and similar
instruments), and in EMERGING MARKETS are subject to additional risks,
including less liquidity and greater volatility. A Fund's investment in
foreign and emerging markets may also be subject to special risks
associated with international trade, including currency, political,
regulatory and diplomatic risk.

We may invest a portion of our assets in U.S. Government obligations. It is
important to recognize that the U.S. Government does not guarantee the market
value or current yield of those obligations. Not all U.S. Government obligations
are backed by the full faith and credit of the U.S. Treasury, and the U.S.
Government's guarantee does not extend to the Fund itself.

We may also use certain DERIVATIVE instruments such as options or futures
contracts. The term "derivatives" covers a wide number of investments, but in
general it refers to any financial instrument whose value is derived, at least
in part, from the price of another security or a specified index, asset or rate.
Some derivatives may be more sensitive to interest rate changes or market moves,
and some may be susceptible to changes in yields or values due to their
structure or contract terms.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 18

What follows is a general list of the types of risks that may affect a given
Fund and a table showing some of the additional investment practices that each
Fund may use. Additional information about these practices is available in the
Statement of Additional Information.

Credit Risk--The risk that the issuer of a debt security will be unable to make
interest payments or repay principal on schedule. If an issuer does default, the
affected security could lose all of its value, or be renegotiated at a lower
interest rate. Affected securities might also lose liquidity. Credit risk also
includes the risk that a party in a transaction may not be able to complete the
transaction as agreed.

Currency Risk--The risk that a change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of investment made in a security
denominated in that foreign currency.

Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value or
liquidity of investments in either country.

Experience Risk--The risk presented by a new or innovative security. The risk is
that insufficient experience exists to forecast how the security's value might
be affected by various economic conditions.

Information Risk--The risk that information about a security is either
unavailable, incomplete or is inaccurate.

Interest Rate Risk--The risk that changes in interest rates can reduce the value
of an existing security. Generally, when interest rates increase, the value of a
debt security decreases. The effect is usually more pronounced for securities
with longer dates to maturity.

Liquidity Risk--The risk that a security cannot be sold, or cannot be sold
without adversely affecting the price.

Market Risk--The risk that the value of stock, bond or other security will
reduced by market activity. This is the basic risk associated with all
securities investments.

Political Risk--The risk that political actions, events or instability may be
unfavorable for investments made in a particular nation's or region's industry,
government or markets.

Regulatory Risk--The risk that changes in government regulations will adversely
affect the value of a security. Also the risk that an insufficiently regulated
market might permit inappropriate trading practices.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 19

<TABLE>
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
B E G S
A Q R M
L U O A
A I W L
This table lists some of the additional investment practices of N T T L
the Funds, including some not disclosed in the Investment C Y H
Objectives and Investment Policies sections of the Prospectus. E C
THE RISKS INDICATED AFTER THE DESCRIPTION OF THE PRACTICE ARE D V A
NOT THE ONLY POTENTIAL RISKS ASSOCIATED WITH THAT PRACTICE, BUT A P
ARE AMONG THE MORE PROMINENT. Market risk is assumed for each. L
See the Investment Objectives and Policies or the Statements of U
Additional Information for limits on these practices. E
- ----------------------------------------------------------------------------------------------------
INVESTMENT PRACTICE/RISK
- ----------------------------------------------------------------------------------------------------
Floating and Variable Rate Debt - Instruments with interest
rates that are adjusted either on a schedule or when an index x x x x
or benchmark changes. Interest Rate and Credit Risk
- ----------------------------------------------------------------------------------------------------
Inverse Floating Debt - Instruments that have interest rates
that reset inversely to current market rates. Interest Rate, x
Credit and Experience Risk
- ----------------------------------------------------------------------------------------------------
Repurchase Agreements--A transaction in which the seller of a
security agrees to buy back a security at an agreed upon time x x x x
and price, usually with interest. Credit Risk
- ----------------------------------------------------------------------------------------------------
Other Mutual Funds--The temporary investment in shares of an
unaffiliated investment company. x x x x
- ----------------------------------------------------------------------------------------------------
Foreign Securities--Securities issued by a non-U.S. company or
debt of a foreign government in the form of an American
Depository Receipt or similar instrument. Information, x x x x
Political, Regulatory, Diplomatic and Currency Risk.
- ----------------------------------------------------------------------------------------------------
Emerging Markets--Investments in companies located or operating
in countries considered developing or to have "emerging" stock
markets. Generally, these investments have the same type of x x x
risks as Foreign Securities but to a higher degree.
Information, Political, Regulatory, Diplomatic and Currency
Risk.
- ----------------------------------------------------------------------------------------------------
Options--The right or obligation to receive or deliver a
security or cash payment depending on the security's price or
the performance of an index or benchmark. Credit, Information
and Liquidity Risk x x x
Options on Specific Securities x
Options on a Stock Index x
Stock Index Futures to protect liquidity and portfolio value.
- ----------------------------------------------------------------------------------------------------
Privately Issued Securities--Securities that are not publicly
traded but which may be resold in accordance with Rule 144A of x x x x
the Securities Act of 1933. Liquidity Risk
- ----------------------------------------------------------------------------------------------------
Loans of Securities--The practice of loaning securities to
brokers dealers and financial institutions to increase return x x x x
on those securities. Loans may be made in accordance with
existing investment objectives. (Loans from the Small Cap Fund
may not exceed 33 1/3% of assets). Credit Risk.
- ----------------------------------------------------------------------------------------------------
Borrowing Policies--The ability to borrow an equivalent of 10%
of total assets from banks for temporary purposes to meet x x x x
shareholder redemptions. Borrowing may be secured by a pledge
of up to 10% of the securities and investments may not be
purchased if borrowing exceeds 5% of assets. Credit Risk
- ----------------------------------------------------------------------------------------------------
Illiquid Securities--As defined in the Glossary, illiquid 15 15 10 15
securities are limited to the percentage indicated for each
Fund.
- ----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 20

Investment practices and risk levels are carefully monitored. We attempt to
ensure that the risk exposure for each Fund remains within the parameters of its
objective.

The Investment Objectives described for each Fund are fundamental and cannot be
changed without approval by vote of a majority of shareholders.

In addition to the general risks discussed above, you should carefully consider
and evaluate any special risks that may apply to investing in a particular Fund.
See the "Important Risk Factors" in the summary for each Fund. You should also
see the Statements of Additional Information for additional discussion involving
risk and investment practices.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 21

YOUR ACCOUNT

Minimum Investments:
. $1,000,000.00 per Fund minimum initial investment;
. $25,000.00 per Fund for all investments after the first;
. Investors in certain various fiduciary accounts and certain other investors
are not subject to minimum initial or subsequent investment amount
requirements.

. BUYING SHARES

You can buy Fund shares at Net Asset Value (NAV) through affiliate, franchise or
correspondent banks of Wells Fargo and other select institutions. Individual
investors interested in purchasing Institutional shares of the Funds should
contact an account representative at an institution and should understand the
following:
. share purchases are made through your Customer Account at an institution and
are executed and confirmed according to the terms of Customer Account
involved;
. institutions, acting on behalf of their customers, are usually holders of
record of Institutional shares and maintain records reflecting their
customers' beneficial ownership of the shares;
. institutions are responsible for transmitting purchase orders by their
customers and delivering required payment on a timely basis;
. the exercise of voting rights and the delivery of shareholder communications
from the Funds is governed by the customer's account agreement with the
Institution;
. institutions may charge their customers account fees and may receive fees from
us with respect to investments their customers have made with the Funds.
See "The Organization of the Funds" for further details about these fees.

Additional Important Information about Investing:

. Read this prospectus carefully. Discuss any questions you have with your
account representative. You may also ask for copies of the Statements of
Additional Information. Copies are available free of charge from your
account representative or by calling 1-800 260-5969.
. We process requests to buy or sell shares every business day at the close of
business on the New York Stock Exchange, usually at 1:00 PM Pacific Time. Any
request we receive in proper form before the close of business is processed
the same business day. Requests we receive after the close are processed the
next business day.
. It is the nature of a mutual fund investment that the price you pay to
purchase shares or the price you receive when you redeem shares is not
determined until after a request has been received in proper form.
. We determine the Net Asset Value (NAV) of each class of the Fund's shares each
business day as of the close of the New York Stock Exchange. We determine the
NAV by subtracting the Fund class's liabilities from its total assets, and
then dividing the result by the total number of outstanding shares of that
class. See the Statements of Additional Information for further disclosure.
. Your institution may require additional paperwork for certain types of account
registrations, such as a Trust. Please speak to your account representative
at the institution for details.

SELLING SHARES

Institutional shares held on behalf of an institution's customers must be
redeemed in accordance with the account agreement governing the customer's
account at the institution. Please read your account agreement with your
institution for rules governing selling shares. General Notes for Selling
Shares:
. We will process redemption requests we receive in proper form before the close
of the New York Stock Exchange, usually 1:00 P.M. Pacific Time, at the NAV
determined on the same business day.
. Redemption Proceeds are usually wired to the redeeming institution the
following business day.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 22

. We reserve the right to delay payment of redemption for up to ten days so that
we may be reasonably certain that investments made by check have been
collected. Payments of r edemptions may also be delayed under extraordinary
circumstances or as permitted by the SEC in order to protect remaining
shareholders. Payments of redemptions may also be delayed up to seven days
under normal circumstances, although it is not our policy to delay such
payments.
. Generally, we pay redemption requests in cash, unless the redemption request
is for more than $250,000 or 1% of the net assets of the Fund by a single
shareholder over any ninety-day period. If a request for redemption is over
these limits it may be to the detriment of existing shareholders. Therefore,
we may pay the redemption in part or in whole in securities of equal value.

If you do not have a relationship with an Institution, you may redeem shares by
writing or calling us directly. Redemption proceeds in such cases are usually
sent by check unless a wire transfer is requested. We will act on instructions
that we reasonably believe to be genuine.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 23

EXCHANGES

Exchanges between Stagecoach Funds are two transactions: a sale of one Fund and
the purchase of another. In general, the same rules and procedures that apply to
sales and purchases apply to exchanges. There are, however, additional factors
you should keep in mind while making or considering an exchange:
. You will need to read the Prospectus for the Fund into which you wish to
exchange.
. Every exchange involves selling Fund shares and that sale may produce a
capital gain or loss for federal income tax purposes.
. If you are making an initial investment into a new Fund through an exchange,
you must exchange at least the minimum first purchase amount of the Fund
you are redeeming, unless your balance has fallen below that amount due to
market conditions.
. Any exchange between Funds you already own must meet the minimum redemption
and subsequent purchase amounts for the Funds involved.
. In order to discourage market timing and excessive transaction expenses that
must be borne by other shareholders, we reserve the right to limit or
reject exchange orders. Generally, we will notify you 60 days in advance of
any changes in your exchange privileges.

WIRE PURCHASE INSTRUCTIONS FOR INSTITUTIONS:

Initial Purchase:
If you do not currently have an account, complete a Stagecoach Funds
application. You must wire at least $1,000,000.00. Be sure to indicate the Fund
name and the share class into which you intend to invest.
Mail the completed application to: Stagecoach Funds, P.O. Box 7066, San
Francisco, CA 94120-9201.
You may also fax the completed application (with original to follow) to: 1-415-
546-0280.

In Table on left:
Wells Fargo Bank, N.A.
San Francisco California
Bank Routing Number 121000248
Wire Purchase Account Number: 4068-000587
Attention: Stagecoach Funds (Name of Fund and Share Class)
Account Name: (Registration Name Indicated on Application

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 24

ADDITIONAL SERVICES AND POLICIES

DIVIDEND AND CAPITAL GAIN DISTRIBUTION OPTIONS

You may choose to do any of the following:
. AUTOMATIC REINVESTMENT OPTION - Lets you buy new shares of the same class of
the Fund that generated the distributions. The new shares are purchased at
NAV generally on the day the income is paid. This option is automatically
assigned to your account unless you specify another plan.
. FUND PURCHASE PLAN - Uses your distributions to buy shares at NAV of another
Stagecoach Fund of the same share class or a Money Market Fund. You must
have already satisfied the minimum investment requirements of the Fund into
which your distributions are being transferred in order to participate.
. AUTOMATIC CLEARING-HOUSE OPTION - Deposits your dividends and capital gains
into any bank account you link to your Fund account if it is part of the
ACH system. If your specified bank account is closed, we will reinvest your
distributions.
. CHECK PAYMENT OPTION - Allows you to receive checks for distributions mailed
to your address of record or to another name and address which you have
specified in written, signature guaranteed instructions. If checks remain
uncashed for six months or are undeliverable by the Post Office, we will
reinvest the distributions at the earliest date possible.

Call Out - "Two Things to Keep In Mind About Distributions" - Remember,
distributions have the effect of reducing the NAV per share by the amount
distributed. Also, distributions on new shares shortly after purchase would be
in effect a return of capital, although the distribution may still be taxable to
you.

TAXES

We will pass on to you net investment income and net short-term capital gains
earned by a Fund as dividend distributions. These are taxable to you as ordinary
income. Corporate shareholders may be able to exclude a portion of dividend
income from their taxable income.

Long-term capital gains earned by a Fund will be passed on to you as capital
gains and will be taxable to you as long-term capital gains. In general,
distributions are taxable when paid. However, distributions declared in October,
November and December and distributed by the following January will be taxable
as if they were paid on December 31.

Your redemptions will ordinarily result in a taxable capital gain or loss,
depending on the amount you receive for your shares and the amount you paid for
them. Foreign shareholders may be subject to different tax treatment, including
withholding. In certain circumstances, U.S. residents may also be subject to tax
withholding.

Additional details about the tax consequences of investing are available to you
in the Statements of Additional Information. The discussion of taxes is only a
summary based on laws in effect as of the date of this Prospectus and is not a
substitute for careful tax planning

SPECIAL NOTICES:

HISTORICAL FUND INFORMATION--
Balanced Fund-- The Fund operated as a series of Pacifica Funds Trust from its
commencement of operations until it was reorganized as a series of Stagecoach
Funds, Inc. on September 6, 1996. In conjunction with the reorganization
existing Investor Shares were converted into Class A shares of the Fund. Prior
to April 1, 1996, the Fund was advised by First Interstate Capital Management,
Inc. ("FICM") In connection with the merger of First Interstate Bancorp into
Wells Fargo & Co. on April 1, 1996, FICM was renamed Wells Fargo Investment
Management, Inc.

Equity Value Fund-- The Fund operated as a series of Pacifica Funds Trust from
its commencement

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 25

of operations until it was reorganized as a series of the Company on September
6, 1996. In connection with the reorganization, existing Investor Shares were
converted into Class A shares of the Fund. Prior to April 1, 1996, the Fund was
advised by First Interstate Capital Management, Inc. ("FICM"). In connection
with the merger of First Interstate Bancorp into Wells Fargo & Company on April
1, 1996, FICM was renamed Wells Fargo Investment Management, Inc.

Strategic Growth Fund-- Strategic Growth Fund--On December 12, 1997, the
Overland Express Strategic Growth Fund was reorganized as the Strategic Growth
Fund of the Stagecoach Funds, Inc. For accounting purposes, the Overland Express
Fund is considered the surviving entity and the financial highlights shown are
for the Class A and D shares of the Overland Fund. The Overland Fund did not
offer Class B shares, therefore no Class B shares are shown in the Financial
Highlights.

Share Class: This prospectus contains information about Institutional shares.
Some of the Funds may offer additional share classes with different expenses and
returns than those described here. Call Stephens Inc. at 1-800-643-9691 for
information on these or other investment options in the Funds.

Minimum Account Value - Due to the expense involved in maintaining low-balance
accounts, we reserve the right to close accounts that have fallen below the
$1,000,000.00 minimum balance due to redemptions (as opposed to market
conditions). You will be given an opportunity to make additional investments to
prevent account closure before any action is taken.

Statements - Institutions or their nominees typically send their investors a
confirmation or statement of account after every transaction that affects their
share balance. We will send any necessary tax reporting documents in January,
and will send Annual and Semi-Annual Reports each year.

Statements of Additional Information- Additional information about some of the
topics discussed in This Prospectus as well as details about return
calculations, distribution plans, servicing plans, tax issues and other
important issues are available in the Statement of Additional Information for
each Fund. The Statement of Additional Information should be read along with
this Prospectus and may be obtained free of charge by calling Investor Services
at 1 800-222-8222.

Glass-Steagall Act - Morrison & Foerster LLP, counsel to the Funds and special
counsel to Wells Fargo Bank, has advised us and Wells Fargo Bank that Wells
Fargo Bank and its affiliates may perform the services contemplated by the
Advisory Contracts and detailed in this Prospectus and the Statements of
Additional Information without violation of the Glass-Steagall Act. Counsel has
pointed out that future judicial or administrative decisions, or future federal
or state laws may prevent these entities from continuing in their roles.

Voting Rights--All shares of the Funds have equal voting rights and are voted in
the aggregate, rather than by series or class, unless the matter affects only
one series or class. A Fund's shareholder of record is entitled to one vote for
each share owned and fractional votes for each fractional share owned. For a
detailed description of voting rights, see the "Capital Stock" section of the
SAI.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 26

ORGANIZATION AND MANAGEMENT OF THE FUNDS

A number of different companies and divisions perform the various tasks that are
required for a mutual fund company. This section shows how the Funds are
organized, who performs which of the various roles and what compensation they
receive. Further information is available in the Statement of Additional
Information for each Fund.

ABOUT STAGECOACH

Each Fund is one of 32 of the Stagecoach Funds, Inc. Stagecoach was organized
on September 9, 1991 as a Maryland Corporation.

The Board of Directors of Stagecoach supervises the Funds' activities and
approves the selection of various companies hired to manage the Funds'
operation. Some of these service providers are described in the diagram below.
If the Board believes that it is in the best interests of the shareholders it
may make a change in one of these companies.

We do not hold annual shareholder meetings. We may hold special shareholder
meetings to ask shareholders to vote on items such as electing or removing board
members, amending fundamental investment strategies or policies or considering,
where applicable, matters affecting a Master Portfolio.

SHAREHOLDERS

FINANCIAL SERVICES FIRMS AND
THEIR REPRESENTATIVES

Advise current and prospective
shareholders on their Fund investments

<TABLE>
<CAPTION>
DISTRIBUTOR ADMINISTRATOR TRANSFER and HAREHOLDER
& CO-ADMINISTRATOR DIVIDEND DISBURSING SERVICING
AGENTS AGENTS
<S> <C> <C> <C>
Stephens Inc. Wells Fargo Bank Wells Fargo Bank Various Agents
111 Center St. 525 Market St. 525 Market St.
Little Rock, AR San Francisco, CA San Francisco, CA

Markets the Funds, Manages the Funds' Maintains records of Provide services to
distributes shares, business activities shares and supervises customers
and manages the Funds' the paying of dividends
business activities

INVESTMENT ADVISOR CUSTODIAN

Wells Fargo Bank Wells Fargo Bank
525 Market St. 525 Market St.
San Francisco, CA San Francisco, CA

Manage the Funds' investment Provides safekeeping for
activities the Funds' assets
</TABLE>

BOARD OF DIRECTORS

Supervises the Funds' activities

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 27

In the following sections, the percentages shown are the percentages of the
average daily net assets of each Fund class paid on an annual basis for the
services described. The Statement of Additional Information for each fund has
more detailed information about the Investment Advisor and the other service
providers and plans described here.

THE INVESTMENT ADVISOR

Wells Fargo Bank is the advisor for each of the Funds. Wells Fargo Bank,
founded in 1852, is the oldest bank in the Western United States and is one of
the largest banks in the United States. Wells Fargo Bank is a wholly owned
subsidiary of Wells & Fargo and Co., a national bank holding company. As of
August 1, 1997 Wells Fargo Bank and its affiliates managed over $57 billion in
assets. The Funds paid Wells Fargo the following for advisory services for the
fiscal period ended March 31, 1997:

Balanced Fund .54%

Equity Value Fund .50%

Growth Fund .50%

Small Cap Fund* .60%

*Prior to December 15, 1997, the Strategic Growth Fund and the Small Cap Fund
each invested all of its assets in a master portfolio with the same investment
objective. The management fee shown was charged to and paid by the master
portfolio.

THE ADMINISTRATOR

Wells Fargo Bank is the administrator of the Funds. Wells Fargo is paid .04%
for these services.

THE DISTRIBUTOR AND CO-ADMINISTRATOR

Stephens Inc. is the Funds' distributor and co-administrator. Stephens receives
.02% for its role as co-administrator. Stephens also receives all loads, CDSCs
and distribution plan fees. It uses a portion of these amounts to compensate
selling agents for their role in marketing the Funds' shares.

SHAREHOLDER SERVICING PLAN

We have Shareholder Servicing Plans for each Fund class. We have agreements
with various shareholder servicing agents to process purchase and redemption
requests, to service shareholder accounts, and to provide other related
services.

For these services we pay as follows:

Institutional

Balanced Fund .25%

Equity Value Fund .25%

Growth Fund .25%

Small Cap Fund .25%

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 28

PORTFOLIO MANAGERS - The following is a list of portfolio managers identified
within the various Funds' summaries. More detailed biographical information is
available in the Statements of Additional Information.

JON R. HICKMAN
Member of Wells Fargo Equity Strategy Committee
Over 16 years of experience, he has been with Wells Fargo since 1986.

STEVE ENOS, CFA,
Member of the Wells Fargo Growth Stock Team, Security Analysts of San Francisco
With Wells Fargo since 1993 after working for Dolan Capital Management from 1991
to 1993.

TAMRYA D. THOMAS, CFA
MANAGING DIRECTOR AND CHIEF FIXED INCOME OFFICER
Chief Fixed Income Strategies and Chair of the Fixed Income Policy Committee.
With Wells Fargo since 1988.

BRIAN MULLIGAN, CFA
Vice-President and Manager of San Francisco Investment Office
With Wells Fargo since 1986.

KENNETH LEE,
With Wells Fargo since 1993. Was with Wells Fargo Nikko Investment Advisors and
Dean Witter prior to 1993

CHRIS GREEN
Joined Wells Fargo in 1997. Worked for Hambrecht & Quist from 1994 -97 and for
GB Capital Management for two years prior to that. Worked for Wood Island
Associates prior to GB Capital.

KELLI HILL
With Wells Fargo since 1987.

REX WARDLAW, CFA
With Wells Fargo since 1986.

ALLEN WISNIEWSKI, CFA, SENIOR PORTFOLIO MANAGER
Member of Los Angeles Society of Financial Analysts.
With Wells Fargo since 1987.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 29

GLOSSARY

ACH--Refers to the "Automated Clearing House" system maintained by the Federal
Reserve Bank which allows banks to process checks, transfer funds and perform
other tasks.

American Depository Receipts -Receipts for non-U.S. company stocks. The stocks
underlying ADRs are typically held in bank vaults. The ADR's owner is entitled
to any capital gains or dividends. ADRs are one way of owning equity in foreign
companies

Business Day - Any day the New York Stock Exchange is open is a business day for
the Fund.

Capital Appreciation, Capital Growth - The increase in the value of a share. See
also "total return".

Capitalization - When referring to the size of a company, capitalization means
the total number of a company's outstanding shares of stock multiplied by their
price per share. This is an accepted method of determining a company's size and
is sometimes referred to as "market capitalization".

Capital Structure--Refers to how a company has raised money to operate. Can
include borrowing or selling stock.

Convertible Debt Securities-Bonds or notes that are exchangeable for common
stock at a set price on a set date or at the election of the holder.

Current Income--Earnings in the form of dividends or interest as opposed to
capital growth. See also "Total Return".

Derivatives- Securities whose values are derived in part from the value of
another security or index. An example is a stock option.

Distributions - Dividends and/or capital gains paid by a Fund on its shares.

Diversified--A diversified fund, as defined by the Investment Company Act, is
one that has a policy of investing in cash, Government securities and no more
than 5% of its total assets in a single issuer. These policies must apply to 75%
of the Fund's total assets.

Dollar-Denominated--Securities issued by foreign banks, companies or governments
in U.S. dollars.

Duration--A measure of a security's or portfolio's sensitivity to changes in
interest rates. Duration is usually expressed in years, with longer durations
typically more sensitive to interest rate changes than shorter durations.

Emerging Markets - Markets associated with a country that is considered by the
International Finance Corporation to have an "emerging" stock market.

FDIC- The Federal Deposit Insurance Corporation. This is the company that
provides federally sponsored insurance covering bank deposits such as savings
accounts and CDs. FDIC insurance does not apply to mutual funds.

Illiquid Security--A security which can not be easily sold, or can not be sold
without negatively affecting the price.

Initial public offering- The first time a company's stock is offered for sale to
the public.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 30

interest and repay principal, although some investment grade bonds may have
some speculative characteristics.

Liquidity -The ability to quickly sell a security without affecting the price.

Market Timing - The belief that by guessing correctly, an investor can profit by
selling out of the market when prices are high and buying when prices are low.

Moody's - One of the largest nationally recognized ratings organizations.

Nationally Recognized Ratings Organization (NRRO) - A company that examines the
ability of a bond issuer to meet its obligations and which rates the bonds
accordingly.

Net Asset Value (NAV) - The value of a single fund share. It is determined by
adding together all of a fund's assets, subtracting expenses and other
liabilities, then dividing by the total number of shares. The NAV is calculated
separately for each class of the Fund, and is determined as of the close of
regular trading on each business day the New York Stock Exchange is open,
typically 1:00 p.m. Pacific Time.

Non-Diversified--Any fund that does not have a policy as described under
"diversified" in this glossary.

Options - An option is the right to buy or sell a security based on an agreed
upon price for an agreed upon time. For example, an option may give the holder
of a stock the right to sell the stock to another party, allowing the seller to
profit if the price has fallen below the agreed price. Options can also be based
on the movement of an index such as the S&P 500.

Public Offering Price (POP) - The NAV with the sales load added.

Price-to-earnings ratio - The ratio between a stock's price and its historical,
current or anticipated earnings. Low P/E ratios typically indicate a high yield.
High P/E ratios are a characteristic of growth stocks which generally have low
current yields.

Repurchase Agreement - An agreement between a buyer and seller of a security in
which the seller agrees to repurchase the security at an agreed upon price and
time.

Russell 2000 Index - An index comprised of the 2000 smallest firms listed on the
Russell 3000 Index. The Russell 3000 Index is a listing of 3000 corporations by
the Frank Russell Company that is intended to be representative of the U.S.
economy. The Russell 2000 is considered a "small cap" index.

Selling Agent - A person who has an agreement with the Fund's distributor that
allows them to sell Fund shares.

Senior Securities - A security that has a priority claim to a company's assets.
For example, a bondholder has the right to receive a share of a company's assets
before a common stock holder does in the event of a company's liquidation.

Shareholder Servicing Agent - Anyone appointed by the Fund to maintain
shareholder accounts and records, assist and provide information to shareholders
or perform similar functions.

Signature Guarantee- A guarantee given by a financial institution that has
verified the identity of the maker of the signature.

S&P- One of the largest nationally recognized ratings organizations. Standard
and Poor's also publishes various indexes or lists of companies representative
of sectors of the US economy.

<PAGE>

Plain English Equity Prospectus (October 8, 1997) 31

Statement of Additional Information - A document that supplements and continues
the disclosures made in the Prospectus.

Taxpayer Identification Number - Usually the social security number for an
individual or the Employer Identification Number for a corporation.

Total return - The total value of capital growth and the value of all
distributions, assuming that distributions were used to purchase additional
shares of the Fund.

Turnover Ratio - The percentage of the securities held in a Fund's portfolio,
other than short-term securities, that were bought or sold within a year.

Undervalued - Describes a stock that is believed to be worth more than its
current selling price.

U.S. Government obligations--Obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Value Strategy - A type of investing which tries to identify and buy undervalued
stocks under the assumption that the stock will eventually rise to its true
value.

Warrants - The right to buy a stock at a set price for a set time.

Zero Coupon Bonds--Bonds that make no periodic interest payments and which are
usually sold at a discount of their face value.

<PAGE>

[Back cover]

Plain English Equity Prospectus (October 8, 1997) 32

You may wish to review the following documents:

Statement of Additional Information--supplements and continues the disclosures
made by this Prospectus. The Statement of Additional Information has been filed
with the SEC and is incorporated by reference into this Prospectus and is
legally part of this Prospectus.

Annual/Semi-Annual Report--provides certain financial information for the most
recent reporting period and each Fund's portfolio of investments.

These are available free of charge by calling 1-800-222-8222 or from
Stagecoach Funds
PO Box 7066
San Francisco, CA 94120-7066

<PAGE>

Please read this Prospectus and keep it for future
reference. It is designed to provide you with
important information and to help you decide if a
Fund's goals match your own.

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

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

STAGECOACH
INCOME FUNDS PROSPECTUS

Intermediate Bond Fund

Short-Term Government-Corporate
Income Fund

Short-Intermediate U.S.
Government Income Fund

U.S. Government Income Fund

Variable Rate Government Fund

Institutional Shares

February 1, 1998

Investment Advisor and Administrator
Wells Fargo Bank

Distributor and Co-Administrator
Stephens Inc.
<PAGE>

Income Funds Prospective/Plain English (November 2,, 1997) - 2

FOR YOUR INFORMATION

What is a prospectus? - A prospectus provides you with the information you need
in order to make an informed investment decision. It states how a Fund operates
and invests its assets.

(icon) Portfolio Holdings: A quick summary of a Fund's key permitted investments
and practices.

(icon) Additional Fund Facts: Provides additional key information for each Fund.
<PAGE>

Income Funds Prospective/Plain English (November 2,, 1997) - 3

SUMMARY INFORMATION

Summary of Stagecoach Income Funds: The Funds described in this Prospectus
invest primarily in debt securities and seek to distribute monthly income and
varying degrees of principal stability. Each Fund is a series of an open-end
management investment company

Should you consider investing? Yes, if:
. you are looking to add an income investment to your portfolio;
. you are looking for monthly income;
. you are looking for more stability of principal than equity funds typically
provide;
. you are willing to accept the risks of income investing, including the risk
that share prices may fluctuate.

You should not invest if:
. you are looking for FDIC coverage or guaranteed rates of return;
. you are unwilling to accept that you may lose money on your investment;
. you are unwilling to accept the risks involved in the bond market; or
. you are looking for returns characteristic of equity investments.

Key Information:

Dividends: We will pay dividends, if any, monthly.

Who are "You"?: In this Prospectus, "You" means the shareholder.

Key terms: "Debt securities" is used in this Prospectus to refer to a broad
variety of fixed-income and variable-rate securities including bonds, bills,
notes, mortgage-backed securities. "Instruments" is used to describe a
negotiable contract or promise to pay money, such as a Certificate of Deposit or
a Banker's Acceptance. The "Portfolio Holdings" and "Additional Practices" table
will describe the particular instruments and securities used for each Fund.

Italics: Throughout this Prospectus, words will appear in italicized print. This
means that the word is defined in the Glossary beginning on page ___.
<PAGE>

Income Funds Prospective/Plain English (November 2,, 1997) - 4

HOW TO READ THE FINANCIAL HIGHLIGHTS

After each Fund's Investment Objective and Investment Policies, charts are
provided showing important financial information about Fund. The charts are
called "Financial Highlights" and are designed to help you understand the past
performance of each Fund. The financial statements, from which these Financial
Highlights were derived, were audited by KPMG Peat Marwick LLP except as
indicated. The financial statements are available in the Fund's most recent
Annual Report and are available free of charge by calling 1-800-222-8222. The
statements were audited by KPMG Peat Marwick LLP. Other auditors audited
statements for the Intermediate Bond Fund for periods prior to October 1, 1995
and for the Growth and Income Fund prior to January 1, 1992. Here is an
explanation of some terms that will help you interpret these charts.

NET ASSET VALUE (NAV)--The value of one share of a class of a Fund, excluding
any sales charge. See the Glossary for a fuller definition.

NET ASSETS--The value of the investments in a Fund's portfolio that are
attributable to a particular class of the Fund.

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS--This ratio is the
result of dividing net investment income (or loss) by average net assets.

TOTAL RETURN--The annual return on an investment, including any appreciation or
decline in share value, assumes reinvestment of all dividends and capital gains,
and excludes sales loads.
<PAGE>

Income Funds Prospective/Plain English (November 2,, 1997) - 5

Summary of Expenses

This table is intended to help you understand the various costs and expenses you
will pay directly or indirectly as a shareholder in a Fund. It does not reflect
any charges that may be imposed by Wells Fargo Bank or other institutions in
connection with an investment in a Fund. See the "Organization and Management of
The Funds" for more details.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
- -----------------------------------------------------------------------------------------
Intermediate SIUSGIF U.S. Government Income
- -----------------------------------------------------------------------------------------
Institutional Institutional Institutional
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales charge on a purchase (as
a percentage of offering price). None None None
- -----------------------------------------------------------------------------------------
Maximum sales charge on reinvested
dividends. None None None
- -----------------------------------------------------------------------------------------
Maximum sales charge imposed on
redemptions. None None None
- -----------------------------------------------------------------------------------------
Exchange Fees None None None
- -----------------------------------------------------------------------------------------
</TABLE>

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

Expenses shown "before waivers" are based contract amounts while expenses shown
"after waivers" represent amounts expected to be incurred during the current
fiscal year. Expense waivers are voluntary and may be discontinued without
notice.
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Intermediate SIUSGIF U.S. Government Income
- -----------------------------------------------------------------------------------------
Institutional Institutional Institutional
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rule 12b1Fee None None None
- -----------------------------------------------------------------------------------------
Management Fee
(after waivers or reimbursement) 0.23% 0.26% 0.32%
- -----------------------------------------------------------------------------------------
Other expenses
(after waivers or reimbursement) 0.69% 0.64% 0.51%
- -----------------------------------------------------------------------------------------
Total Fund Operating Expenses
(after waivers or reimbursement) 0.92% 0.90% 0.83%
- -----------------------------------------------------------------------------------------
Management Fee
(before waivers or reimbursement) 0.50% 0.50% 0.50%
- -----------------------------------------------------------------------------------------
Other expenses
(before waivers or reimbursement) 0.72% 0.52% 0.67%
- -----------------------------------------------------------------------------------------
Total Fund Operating Expenses
(before waivers or reimbursement) 1.22% 1.02% 1.17%
- -----------------------------------------------------------------------------------------
</TABLE>

EXAMPLE OF EXPENSES--The example is not a representation of past or future
expenses, and actual expenses may be higher or lower than those shown.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Intermediate SIUSGIF U.S. Government Income
- -----------------------------------------------------------------------------------------
You would pay the following expenses Institutional Institutional Institutional
on a $1,000 investment assuming a 5%
annual return, and that you redeem
your shares at the end of each period.
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Year $ 9 $ 9 $ 8
- -----------------------------------------------------------------------------------------
3 Years 29 29 26
- -----------------------------------------------------------------------------------------
5 Years 51 50 46
- -----------------------------------------------------------------------------------------
10 Years 113 111 103
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Income Funds Prospective/Plain English (November 2,, 1997) - 6

U.S. Government Income Fund

Portfolio Managers: Tamyra Thomas (since 7/96)
- -------------------
Paul Single (since 5/95)

INVESTMENT OBJECTIVE

The U.S. Government Income Fund seeks a long-term total rate of return
through preserving capital and earning high interest income by investing
principally in a portfolio of U.S. Government mortgage pass-through securities,
consisting primarily of securities issued by GNMA, FNMA and FHLMC.

INVESTMENT POLICIES

We actively manage a diversified portfolio of U.S. Government mortgage
pass-through securities (including those issued by GNMA, FNMA and FHLMC), U.S.
Treasury securities and repurchase agreements.

PORTFOLIO HOLDINGS

Under normal market conditions, we invest:
. at least 65% of our total assets in mortgage pass-through securities; and
. in Treasury securities and repurchase agreements collateralized by U.S.
Government obligations.

RISK FACTORS

For general information on risk, please see page ___.

The United States Government guarantees the timely payment of interest and
principal of GNMA and Treasury securities with its full faith and credit. FNMA
and FHLMC securities, however, are guaranteed by the issuing agencies and not by
the U.S. Government. There is no guarantee that the U.S. Government will support
FNMA and FHLMC securities if they are unable to meet their obligations. The U.S.
Government does not directly or indirectly insure or guarantee the performance
of the Fund. Mortgage-backed securities are subject to the risk that homeowners
may refinance existing mortgages to take advantage of lower rates. Such
"prepayments" result in an early return of principal that is then reinvested at
what is likely to be a lower yield.

ADDITIONAL FUND FACTS

There are no Financial Highlights for the Fund. See page ___ for Historical Fund
information.

Mortgage pass-through securities are residential home mortgages bundled together
and sold as a single security. Mortgage payments are "passed through" the
issuing agency to the security's holder as interest and principal payments. GNMA
securities are commonly known as "Ginnie Maes," FNMA as "Fannie Maes" and FHLMC
as "Freddie Mac".
<PAGE>

Income Funds Prospective/Plain English (November 2,, 1997) - 7

Intermediate Bond Fund

Portfolio Managers: Scott Smith (since 9/96)
- -------------------
Tamyra Thomas (since 9/96)

The Intermediate Bond Fund seeks to provide investors with a high
level of current income consistent with the preservation of capital and the
maintenance of liquidity.

INVESTMENT POLICIES

We actively manage a broad range of corporate debt, U.S. Government
obligations and other debt securities and instruments. When deciding the
allocation between corporate and U.S. Government debt, we consider the
differences between the yields for corporate and government bonds, as well as
the yield differences for various corporate sectors, and the current economic
cycle's likely effect on the various types of bonds. When buying individual
securities, we consider credit-quality and the security's attractiveness. The
portfolio is diversified.
Under normal market conditions, we will maintain a dollar-weighted
average portfolio maturity of between 3 and 10 years.

PORTFOLIO HOLDINGS

Under normal market conditions, the Fund will invest:
. at least 65% of our total assets in corporate and government bonds;
. no more than 20% of total assets in the dollar-denominated debt of foreign
issuers; and
. in zero-coupon bonds, repurchase agreements, municipal bonds, and
obligations convertible into common stock.

See the table on page ___ in the "Risk and Additional Policies" section for
other acceptable investments.

The debt obligations we buy for the portfolio generally will be rated
"BBB" (S&P) or "Baa" (Moody's) or better. We may also invest in unrated debt
obligations that we feel are of comparable quality. The dollar-weighted average
credit quality of the corporate bonds will be "A" or better. We may temporarily
hold assets in cash or in money market instruments, including U.S. Government
obligations, shares of other mutual funds and repurchase agreements, or make
other short-term investments, either to maintain liquidity or for short-term
defensive purposes when we believe it is in the best interest of shareholders to
do so.

RISK FACTORS

For general information on risk, please see page ___.

ADDITIONAL FUND FACTS

As a general matter, we will not invest in common stocks. Common stock
received through the conversion of convertible securities will be sold as soon
as possible in an orderly manner.
<PAGE>

Income Funds Prospective/Plain English (November 2,, 1997) - 8

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
INTERMEDIATE BOND FUND (2) -- FINANCIAL HIGHLIGHTS
FOR SHARES OUTSTANDING
INSTITUTIONAL SHARE
- ---------------------------------------------------------------------------------------------------------------------------

FOR PERIOD ENDED: Sept 30, March 31, Sept. 30, 1996 Sept. 30, May 31, 1995
1997 1997 (1) 1995(3)
- ---------------------------------------------------------------------------------------------------------------------------
Unaudited
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

NET ASSET VALUE, BEGINNING OF PERIOD $ 14.30 $ 14.52 $ 14.76 $ 14.77 $ 14.36
- ---------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
- ---------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) 0.46 0.46 0.85 0.30 0.91
- ---------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on 0.36 (0.22) (0.23) (0.01) 0.47
investments
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.82 0.24 0.62 0.29 1.38
- ---------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (0.46) (0.46) (0.85) (0.30) (0.97)
- ---------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain 0.00 0.00 (0.01)(4) (0.00) (0.00)
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: (0.46) (0.46) (0.86) (0.30) (0.97)
- ---------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 14.66 $ 14.30 $ 14.52 $ 14.76 $ 14.77
- ---------------------------------------------------------------------------------------------------------------------------
Total Return (Not Annualized) 5.83% 1.64% 4.19% 6.14%(5) 10.13%
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s) $40,958 $42,386 $44,348 $ 55,628 $56,087
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED)
- ---------------------------------------------------------------------------------------------------------------------------
Ratios of expenses to average net assets 0.75% 0.75% 0.73% 0.89% 0.81%
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net 6.38% 6.32% 5.82% 5.94% 6.35%
assets
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 35% 28% 96% 54% 76%
- ---------------------------------------------------------------------------------------------------------------------------
Average commission rate paid N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets prior 1.25% 1.22% 0.89% 0.94% 0.85%
to waived fees and reimbursed expenses
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net 5.88% 5.85% 5.66% 5.89% 6.31%
assets prior to waived fees and reimbursed
expenses
- ---------------------------------------------------------------------------------------------------------------------------

INTERMEDIATE BOND FUND (2) -- FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------------------
FOR SHARES OUTSTANDING
INSTITUTIONAL SHARE
- ---------------------------------------------------------------------------------------------------------------------------------

FOR PERIOD ENDED: May 31, 1994 May 31, 1993 May 31, 1992 May 31, 1991 May 31, 1990 May 31, 1989
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

NET ASSET VALUE, BEGINNING OF PERIOD $ 15.72 $ 15.69 $ 15.52 $ 15.08 $ 15.13 $ 15.00
- --------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) 0.99 1.17 1.14 1.25 1.26 1.22
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on (0.90) 0.40 0.65 0.54 (0.05) 0.08
investments
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.09 1.57 1.79 1.79 1.21 1.30
- --------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (0.85) (1.04) (1.41) (1.25) (1.26) (1.17)
- --------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain (0.60) (0.50) (0.21) (0.10) --- ---
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: (1.45) (1.54) (1.62) (1.35) (1.26) (1.17)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 14.36 $ 15.72 $ 15.69 $ 15.52 $ 15.08 $ 15.13
- --------------------------------------------------------------------------------------------------------------------------------
Total Return (Not Annualized) 0.35% 10.42% 11.96% 12.36% 8.25% 9.07%
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s) $58,199 $61,207 $54,203 $54,074 $79,471 $74,002
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED)
- --------------------------------------------------------------------------------------------------------------------------------
Ratios of expenses to average net assets 0.79% 0.76% 0.68% 0.66% 0.68% 0.69%
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net 5.33% 6.01% 7.14% 8.00% 8.25% 8.25%
assets
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 163% 146% 102% 78% 32% 36%
- --------------------------------------------------------------------------------------------------------------------------------
Average commission rate paid N/A N/A N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets prior 0.82% 0.79% 0.73% 0.71% 0.73% 0.74%
to waived fees and reimbursed expenses
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net 5.30% 5.98% 7.09% 7.95% 8.20% 8.20%
assets prior to waived fees and reimbursed
expenses
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1. The Fund changed its fiscal year-end to March 31 from September 30.
2. The Fund commenced operations on June 1, 1988. See page ___ for historical
information.
3. The Fund changed its fiscal year-end from May 31 to
September 30.
4. Represents tax return of capital.
5. Annualized.
6. The Fund changed its fiscal year end from September 30 to March 31.
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997) - 9

Short-Intermediate U.S. Government Income Fund

Portfolio Managers: Jeff Weaver (since 7/96)
- -------------------
Madeleine Gish (since 7/96)

INVESTMENT OBJECTIVE

The Short-Intermediate U.S. Government Income Fund seeks to provide
investors with current income while preserving capital, by investing primarily
in a portfolio consisting of short- to intermediate term securities issued or
guaranteed by the U.S. Government, its agencies and instrumentalities.

INVESTMENT POLICIES

We seek current income by actively managing a diversified portfolio
consisting primarily of short-to intermediate-term U.S. Government obligations.
We may invest in securities of any maturity. Under ordinary circumstances, we
expect to maintain a dollar-weighted effective average maturity of between 2 and
5 years. We seek to preserve capital by shortening average maturity when
interest rates are expected to increase and to increase total return by
lengthening maturity when interest rates are expected to fall.

PORTFOLIO HOLDINGS

Under normal market conditions, we invest:
. at least 65% of our total assets in U.S. Government obligations;
. in investment grade corporate debt securities including asset-backed
securities;
. in repurchase agreements;
. no more than 5% of our total assets in securities downgraded below
investment grade after we acquired them;
. up to 25% of our assets in dollar-denominated debt of U.S. branches of
foreign banks or foreign branches of U.S. banks; and
. in Stripped Treasury securities, adjustable-rate mortgage securities,
adjustable portions of collateralized mortgage obligations.

IMPORTANT RISK FACTORS

For general information on risk, please see page ______.

Stripped Treasury securities have greater interest rate risk than traditional
government securities with identical credit ratings. The U.S. Government does
not directly or indirectly insures or guarantees the performance of the Fund.

ADDITIONAL FUND FACTS
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997) - 10

- -------------------------------------------------------------------------------
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME FUND (2) -- FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
For Shares Outstanding
- -------------------------------------------------------------------------------
INSTITUTIONAL SHARE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
FOR PERIOD ENDED: Sept 30 1997 March 31, 1997(1) Sept 30, 1996
- -----------------------------------------------------------------------------------------------
Unaudited
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 9.45 $ 9.54 $ 9.46
- -----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
- -----------------------------------------------------------------------------------------------
Net investment income (loss) 0.25 0.34 0.03
- -----------------------------------------------------------------------------------------------
Net realized and unrealized gain 0.23 (0.09) 0.08
(loss) on investments
- -----------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS 0.48 0.25 0.11
- -----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
- -----------------------------------------------------------------------------------------------
Dividends from net investment income (0.25) (0.34) 0.03)
- -----------------------------------------------------------------------------------------------
Distributions from net realized gain 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------
TOTAL FROM DISTRIBUTIONS: (0.25) (0.34) (0.03)
- -----------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 9.68 $ 9.45 $ 9.54
- -----------------------------------------------------------------------------------------------
Total Return (Not Annualized) 5.17% 2.58% 1.08%
- -----------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------
Net assets, end of period (000s) $57,691 $60,150 $ 73,637
- -----------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
(ANNUALIZED)
- -----------------------------------------------------------------------------------------------
Ratios of expenses to average net 0.65% 0.65% 0.59%
assets
- -----------------------------------------------------------------------------------------------
Ratio of net investment income to 5.28% 7.01% 5.14%
average net assets
- -----------------------------------------------------------------------------------------------
Portfolio turnover 27% 52% 389%
- -----------------------------------------------------------------------------------------------
Average commission rate paid N/A N/A N/A
- -----------------------------------------------------------------------------------------------
Ratio of expenses to average net 1.06% 1.02% 0.84%
assets prior to waived fees and
reimbursed expenses
- -----------------------------------------------------------------------------------------------
Ratio of net investment income to 4.87% 6.64% 4.89%
average net assets prior to waived
fees and reimbursed expenses
- -----------------------------------------------------------------------------------------------
</TABLE>

1. The Fund changed its fiscal year-end from September 30 to March 31.

2. The Institutional shares commenced operations on September 6, 1996.
<PAGE>

Institutional Income Funds Prospective (November 3, 1997, 1997) - 11

GENERAL RISK CONSIDERATIONS

. Unlike bank deposits, such as CD's or savings accounts, mutual funds are
NOT INSURED BY THE FDIC.
. We CANNOT GUARANTEE that we will meet our investment objectives.
. We do not guarantee the performance of a Fund, nor can we assure you that
the market value of your investment will not decline. We will not "make
good" any investment loss you may suffer, nor can anyone we contract with
to perform certain functions, such as selling agents or investment
advisors, offer or promise to make good any such losses.
. Share prices--and therefore the value of your investment--WILL INCREASE AND
DECREASE with changes in the value of the underlying securities and other
investments. This is referred to as volatility.
. Investing in any mutual fund, including the most conservative, involves
RISK, INCLUDING THE POSSIBLE LOSS OF ANY MONEY YOU INVEST.
. No single Fund, by itself, constitutes a complete investment plan.

Some of our mutual funds invest in securities that involve particular kinds of
risk;

. Funds that invest in debt instruments, such as notes and bonds, are subject
to CREDIT RISK. Credit risk is the chance that an issuer of a security will
be unable to make interest payments or repay principal. Changes in the
financial strength of an issuer or changes in the credit rating of a
security may affect its value.
. Funds that invest in debt instruments, such as notes and bonds, are subject
to INTEREST-RATE RISK. Interest-rate risk is the possibility that interest
rates may increase and reduce the resale value of securities in a Fund's
portfolio. Debt instruments with longer maturities are generally more
sensitive to interest rate changes than those with shorter maturities.
Changes in market interest rates do not affect the rate payable on debt
instruments held in a Fund, unless the instrument has adjustable or
variable rate features. Changes in market interest rates may also extend or
shorten the duration of certain types of instruments, such as asset-backed
securities, thereby affecting their value and the return on your
investment.

We also invest a portion of our assets in GNMAs, FNMAs and FHLMCs. Each are
mortgage-backed securities representing partail ownership of a pool of
residential mortgage loans. A "pool" or group of such mortgages is assembled
and, after being approved by the entity, is offered to investors through
securities dealers. Once approved by GNMA, a government corporation within the
U.S. Department of Housing and Urban Development, the timely payment of interest
and principal of a GNMA security is guaranteed by the full faith and credit of
the U.S. Government. FNMA and FHLMC are federally chartered corporations
supervised by the U.S. Government, acting as government-sponsored enterprises.
FNMA and FHLMC securities are not direct obligations of the U.S. Treasury, and
are supported by the credit of FNMA or FHLMC only. FNMA guarantees timely
payment of interest and principal on its securities; FHLMC guarantees timely
payment of interest and ultimate payment of principal only.

Institutional Income Funds Prospective (November 3, 1997, 1997) - 12

Counter-party Risk--The risk that the other party in a repurchase agreement or
other transactions will not fulfill its contract obligation.

Currency Risk--The risk that a change in the exchange rate between U.S. dollars
and a foreign currency may reduce the value of investment made in a security
denominated in that foreign currency.

Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value or
liquidity of investments in either country.

Extension Risk--The risk that as interest rates rise, prepayments slow, thereby
lengthening the duration and potentially reducing the value of certain asset-
backed securities.

Information Risk--The risk that information about a security is either
unavailable or is inaccurate.

Liquidity Risk--The risk that a security cannot be sold, or cannot be sold
without adversely affecting the price.

Market Risk--The risk that the value of stock, bond or other security will be
reduced by market activity. This is the basic risk associated with all
securities investments.

Prepayment Risk--The risk that, as interest rates fall, homeowners will
refinance existing mortgages, causing mortgage-backed securities to have reduced
yields.

Political Risk--The risk that political actions, events or instability may be
unfavorable for investments made in a particular nation's or region's industry,
government or markets.

Institutional Income Funds Prospective (November 3, 1997, 1997) - 13

<TABLE>
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
I S U
N H S
T O
E R G
R T O
This table lists some of the additional investment practices of M V
the Funds, including some not disclosed in the Investment E I T
Objectives and Investment Policies sections of the Prospectus. D N
THE RISKS INDICATED AFTER THE DESCRIPTION OF THE PRACTICE ARE I T I
NOT THE ONLY POTENTIAL RISKS ASSOCIATED WITH THAT PRACTICE, BUT A E N
ARE AMONG THE MORE PROMINENT. Market risk is assumed for each. T R C
See the Investment Objectives and Policies or the Statements of E M O
Additional Information for limits on these practices. E M
D E
I
A
T
E
- ---------------------------------------------------------------------------------------
INVESTMENT PRACTICE/RISK
- ---------------------------------------------------------------------------------------
Floating and Variable Rate Debt - Instruments with interest
rates that are adjusted either on a schedule or when an index x x x
or benchmark changes. Interest Rate and Credit Risk
- ---------------------------------------------------------------------------------------
Inverse Floating Debt - Instruments that have interest rates
that reset inversely to current market rates. Interest Rate, x
Credit and Experience Risk
- ---------------------------------------------------------------------------------------
Repurchase Agreements--A transaction in which the seller of a
security agrees to buy back a security at an agreed upon time x x x
and price, usually with interest. Credit Risk Counter-Party
Risk.
---------------------------------------------------------------------------------------
Other Mutual Funds--The temporary investment in shares of an
unaffiliated investment company. x x x
---------------------------------------------------------------------------------------
Stripped Obligations--Securities that give ownership to either
future payments of interest or a future payment of principal,
but not both. These securities tend to have greater interest x x x
sensitivity than conventional debt obligations. Interest
Rate Risk.
---------------------------------------------------------------------------------------
Illiquid Securities--As defined in the Glossary, illiquid
securities are limited to the percentage indicated for each 15 15 10
Fund.
- ---------------------------------------------------------------------------------------
Loans of Securities--The practice of loaning securities to
brokers dealers and financial institutions to increase return x x x
on those securities. Loans may be made in accordance with
existing investment objectives. (Loans from the US Government
Income Fund may not exceed 20% of assets or 33.3% of the
Short-Intermediate US Government Income Fund). Counter-Party
Risk; Credit Risk.
- ---------------------------------------------------------------------------------------
Forward Commitments, When-Issued Securities and Delayed Delivery
Transactions--Securities bought or sold for delivery at a later
date or bought or sold for a fixed price at a fixed date. x x x
Interest Rate, Credit and Experience Risk
- ---------------------------------------------------------------------------------------
Borrowing Policies--The ability to borrow an equivalent of 10%
(20% for the US Government Income Fund) of total assets from
banks for temporary purposes to meet shareholder redemptions. x x x
Borrowing may be secured by a pledge of up to 10% (20% for the
US Government Income Fund) of the securities and investments
may not be purchased if borrowing exceeds 5% of assets. Credit
Risk
- ---------------------------------------------------------------------------------------
Asset-Backed Securities--Securities consisting of an undivided
fractional interests in pools of consumer loans, such as car x x x
loans or credit card debt, or receivables held in trust.
Interest Rate, Credit and Experience Risk
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997, 1997) 14

Investment practices and risk levels are carefully monitored. We attempt to
ensure that the risk exposure for each Fund remains within the parameters of its
objective.

The Investment Objectives described for the U.S. Government Income, Intermediate
Bond and Short-Intermediate US Government Income Funds are not fundamental and
may be changed without approval by vote of a majority of shareholders. The
Investment Objectives described for the Short-Term Government-Corporate and
Variable Rate Government Funds are fundamental and cannot be changed without
approval by vote of a majority of shareholders.

Institutional Income Funds Prospectus (November 3, 1997, 1997) 15

YOUR ACCOUNT

BUYING SHARES

You can buy Fund shares at Net Asset Value (NAV) through affiliate, franchise or
correspondent banks of Wells Fargo and other select institutions. Individual
investors interested in purchasing Institutional shares of the Funds should
contact an account representative at an institution and should understand the
following:
. share purchases are made through your Customer Account at an institution
and are executed and confirmed according to the terms of Customer Account
involved;
. institutions, acting on behalf of their customers, are usually holders of
record of Institutional shares and maintain records reflecting their
customers' beneficial ownership of the shares;
. institutions are responsible for transmitting purchase orders by their
customers and delivering required payment on a timely basis;
. the exercise of voting rights and the delivery of shareholder
communications from the Funds is governed by the customer's account
agreement with the Institution;
. institutions may charge their customers account fees and may receive fees
from us with respect to investments their customers have made with the
Funds. See "The Organization of the Funds" for further details about these
fees.

Additional Important Information about Investing:

. Read this prospectus carefully. Discuss any questions you have with your
account representative. You may also ask for copies of the Statements of
Additional Information. Copies are available free of charge from your
account representative or by calling 1-800 260-5969.
. We process requests to buy or sell shares every business day at the close
of business on the New York Stock Exchange, usually at 1:00 PM Pacific
Time. Any request we receive in proper form before the close of business is
processed the same business day. Requests we receive after the close are
processed the next business day.
. It is the nature of a mutual fund investment that the price you pay to
purchase shares or the price you receive when you redeem shares is not
determined until after a request has been received in proper form.
. We determine the Net Asset Value (NAV) of each class of the Fund's shares
each business day as of the close of the New York Stock Exchange. We
determine the NAV by subtracting the Fund class's liabilities from its
total assets, and then dividing the result by the total number of
outstanding shares of that class. See the Statements of Additional
Information for further disclosure.
. Your institution may require additional paperwork for certain types of
account registrations, such as a Trust. Please speak to your account
representative at the institution for details.

SELLING SHARES

Institutional shares held on behalf of an institution's customers must be
redeemed in accordance with the account agreement governing the customer's
account at the institution. Please read your account agreement with your
institution for rules governing selling shares. General Notes for Selling
Shares:
. We will process redemption requests we receive in proper form before the
close of the New York Stock Exchange, usually 1:00 P.M. Pacific Time, at
the NAV determined on the same business day.
. Redemption Proceeds are usually wired to the redeeming institution the
following business day.
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997, 1997) 16

. We reserve the right to delay payment of redemption for up to ten days so
that we may be reasonably certain that investments made by check have been
collected. Payments of redemptions may also be delayed under extraordinary
circumstances or as permitted by the SEC in order to protect remaining
shareholders. Payments of redemptions may also be delayed up to seven days
under normal circumstances, although it is not our policy to delay such
payments.
. Generally, we pay redemption requests in cash, unless the redemption
request is for more than $250,000 or 1% of the net assets of the Fund by a
single shareholder over any ninety-day period. If a request for redemption
is over these limits it may be to the detriment of existing shareholders.
Therefore, we may pay the redemption in part or in whole in securities of
equal value.

Institutional Income Funds Prospectus (November 3, 1997, 1997) 17

EXCHANGES

Exchanges between Stagecoach Funds are two transactions: a sale of one Fund and
the purchase of another. In general, the same rules and procedures that apply to
sales and purchases apply to exchanges. There are, however, additional factors
you should keep in mind while making or considering an exchange:
. You will need to read the Prospectus for the Fund into which you wish to
exchange.
. Every exchange involves selling Fund shares and that sale may produce a
capital gain or loss for federal income tax purposes.
. If you are making an initial investment into a new Fund through an
exchange, you must exchange at least the minimum first purchase amount of
the Fund you are redeeming, unless your balance has fallen below that
amount due to market conditions.
. Any exchange between Funds you already own must meet the minimum redemption
and subsequent purchase amounts for the Funds involved.
. In order to discourage market timing and excessive transaction expenses
that must be borne by other shareholders, we reserve the right to limit or
reject exchange orders. Generally, we will notify you 60 days in advance of
any changes in your exchange privileges.

WIRE PURCHASE INSTRUCTIONS FOR INSTITUTIONS:

Institutional Income Funds Prospectus (November 3, 1997, 1997) 18

ADDITIONAL SERVICES AND POLICIES

DIVIDEND AND CAPITAL GAIN DISTRIBUTION OPTIONS

You may choose to do any of the following:

. AUTOMATIC REINVESTMENT OPTION - Lets you buy new shares of the same class
of the Fund that generated the distributions. The new shares are purchased
at NAV generally on the day the income is paid. This option is
automatically assigned to your account unless you specify another plan.
. FUND PURCHASE PLAN - Uses your distributions to buy shares at NAV of
another Stagecoach Fund of the same share class or a Money Market Fund. You
must have already satisfied the minimum investment requirements of the Fund
into which your distributions are being transferred in order to
participate.
. AUTOMATIC CLEARING-HOUSE OPTION - Deposits your dividends and capital gains
into any bank account you link to your Fund account if it is part of the
ACH system. If your specified bank account is closed, we will reinvest your
distributions.
. CHECK PAYMENT OPTION - Allows you to receive checks for distributions
mailed to your address of record or to another name and address which you
have specified in written, signature guaranteed instructions. If checks
remain uncashed for six months or are undeliverable by the Post Office, we
will reinvest the distributions at the earliest date possible.

TAXES

SPECIAL NOTICES:

HISTORICAL INFORMATION--
Intermediate Bond Fund-- The Fund operated as the Bonds Plus Fund of Westcore
Trust and was advised by First Interstate Bank of Oregon, N.A. from its
commencement of operations on June 1, 1988, until its reorganization as a
portfolio of Pacifica Funds Trust on October 1, 1995, when First Interstate
Capital Management, Inc. ("FICM") assumed investment advisory responsibilities.
In connection with the reorganization, existing Institutional shares were
converted into Investor shares of the Pacifica Fund which was reorganized as a
series of the Company on September 6, 1996. In connection with the second
reorganization, existing Investor shares were converted into Class A shares of
the Fund. In connection with
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997, 1997) 19

the merger of First Interstate Bancorp into Wells Fargo & Company on April 1,
1996, FICM was renamed Wells Fargo Investment Management, Inc.

U.S. Government Income Fund--On December 12, 1997, the Overland Express U.S.
Government Income Fund was reorganized as the U.S. Government Income Fund of the
Stagecoach Funds, Inc. For accounting purposes, the Overland Express Fund is
considered the surviving entity and the financial highlights shown are for the
Class A and D shares of the Overland Fund. The Overland Fund did not offer Class
B shares, therefore no Class B shares are shown in the Financial Highlights.

Statements of Additional Information- Additional information about some of the
topics discussed in this Prospectus as well as details about return
calculations, distribution plans, servicing plans, tax issues and other
important issues are available in the Statement of Additional Information for
each Fund. The Statement of Additional Information should be read along with
this Prospectus and may be obtained free of charge by calling Investor Services
at 1 800-222-8222.

Institutional Income Funds Prospectus (November 3, 1997, 1997) 20

ORGANIZATION AND MANAGEMENT OF THE FUNDS

ABOUT STAGECOACH

The Fund is one of 32 of the Stagecoach Family of Funds. Stagecoach was
organized on September 9, 1991, as a Maryland Corporation.

The Board of Directors of Stagecoach supervises the Fund's activities and
approves the selection of various companies hired to manage the Fund's
operation. Some of these service providers are described in the diagram below.
If the Board believes that it is in the best interests of the shareholders it
may make a change in one of these companies.

SHAREHOLDERS

FINANCIAL SERVICES FIRMS AND
THEIR REPRESENTATIVES

Advise current and prospective
shareholders on their Fund investments

<TABLE>
<CAPTION>
DISTRIBUTOR ADMINISTRATOR TRANSFER and SHAREHOLDER
& CO-ADMINISTRATOR DIVIDEND DISBURSING SERVICING
AGENTS AGENTS
<S> <C> <C> <C>
Stephens Inc. Wells Fargo Bank Wells Fargo Bank Various Agents
111 Center St. 525 Market St. 525 Market St.
Little Rock, AR San Francisco, CA San Francisco, CA

<TABLE>
<CAPTION>
INVESTMENT ADVISOR CUSTODIAN
<S> <C>
Wells Fargo Bank Wells Fargo Bank
525 Market St. 525 Market St.
San Francisco, CA San Francisco, CA

Manage the Funds' investment Provides safekeeping for
activities the Funds' assets
</TABLE>

BOARD OF DIRECTORS

Supervises the Funds' activities

Institutional Income Funds Prospectus (November 3, 1997, 1997) 21

each Fund has more detailed information about the Investment Advisor and the
other service providers and plans described here.

THE INVESTMENT ADVISOR

Wells Fargo Bank is the advisor for each of the Funds. Wells Fargo Bank,
founded in 1852, is the oldest bank in the Western United States and is one of
the largest banks in the United States. Wells Fargo Bank is a wholly owned
subsidiary of Wells & Fargo and Co., a national bank holding company. As of
August 1, 1997, Wells Fargo Bank and its affiliates managed over $57 billion in
assets. The Funds paid Wells Fargo the following for advisory services for the
fiscal period ended March 31, 1997:

Intermediate Bond Fund ..23%

Short-Intermediate US Government Income .26%

US Government Income Fund .32%

THE ADMINISTRATOR

Wells Fargo Bank is the administrator of the Funds. Wells Fargo is paid .04%
for these services.

THE DISTRIBUTOR AND CO-ADMINISTRATOR

Stephens Inc. is the Funds distributor and co-administrator. Stephens receives
.02% for its role as co-administrator. Stephens also receives all loads, CDSCs
and distribution plan fees. It uses a portion of these amounts to compensate
selling agents for their role in marketing the Funds' shares.

SHAREHOLDER SERVICING PLAN

For these services we pay as follows:

Institutional

Intermediate Bond Fund .25%

Short-Intermediate US Government Income .25%

US Government Income Fund .25%
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997, 1997) 22

TAMRYA D. THOMAS, CFA
MANAGING DIRECTOR AND CHIEF FIXED INCOME OFFICER
Chief Fixed Income Strategies and Chair of the Fixed Income Policy Committee.
With Wells Fargo since 1988

PAUL SINGLE
SENIOR TAXABLE SPECIALIST
With Wells Fargo since 1988

JEFF WEAVER
With Wells Fargo since 1994.
Previously with Bankers Trust Company in New York

MADILNE GISH, CFA
With Wells Fargo since 1989

SCOTT SMITH, CFA
SENIOR TAXABLE SPECIALIST
With Wells Fargo since 1988
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997, 1997) 23

GLOSSARY

ACH--Refers to the "Automated Clearing House" system maintained by the Federal
Reserve Bank which allows banks to process checks, transfer funds and perform
other tasks.

Asset-backed--Securities consisting of an undivided fractional interests in
pools of consumer loans, such as car loans or credit card debt, or receivables
held in trust

Business Day - Any day the New York Stock Exchange is open is a business day for
the Fund.

Convertible Debt Securities-Bonds or notes that are exchangeable for common
stock at a set price on a set date or at the election of the holder.

Current Income--Earnings in the form of dividends or interest as opposed to
capital growth. See also "Total Return".

Derivatives- Securities whose values are derived in part from the value of
another security or index. An example is a stock option.

Distributions - Dividends and/or capital gains paid by a Fund on its shares.

Dollar-Denominated--Securities issued by foreign banks, companies or governments
in U.S. dollars.

Duration--A measure of a security's or portfolio's sensitivity to changes in
interest rates. Duration is usually expressed in years, with longer duration
typically more sensitive to interest rate changes than shorter duration.

Illiquid Security--A security which can not be easily sold, or can not be sold
without negatively affecting the price.

Investment Grade - A type of bond rated in the top four investment categories by
a nationally recognized ratings organization such as Moodys or Standard & Poors.
Generally these are bonds whose issuers are considered to have a strong ability
to pay interest and repay principal, although some investment grade bonds may
have some speculative characteristics.

Liquidity -The ability to quickly sell a security without affecting the price.

Market Timing - The belief that by guessing correctly, an investor can profit by
selling out of the market when prices are high and buying when prices are low.

Moody's - One of the largest nationally recognized ratings organizations.

Nationally Recognized Ratings Organization (NRRO) - A company that examines the
ability of a bond issuer to meet its obligations and which rates the bonds
accordingly.

Institutional Income Funds Prospectus (November 3, 1997, 1997) 24

NAV is calculated separately for each class of the Fund, and is determined as of
the close of regular trading on each business day the New York Stock Exchange is
open, typically 1:00 p.m. Pacific Time.

Non-Diversified--Any fund that does not have a policy as described under
"diversified" in this glossary.

Public Offering Price (POP) - the NAV with the sales load added.

Repurchase Agreement - an agreement between a buyer and seller of a security in
which the seller agrees to repurchase the security at an agreed upon price and
time.

Selling Agent - a person who has an agreement with the Fund's distributor that
allows them to sell Fund shares.

Senior Securities - a security that has a priority claim to a company's assets.
For example, a bondholder has the right to receive a share of a company's assets
before a common stock holder does in the event of a company's liquidation.

Shareholder Servicing Agent - anyone appointed by the Fund to maintain
shareholder accounts and records, assist and provide information to shareholders
or perform similar functions.

Signature Guarantee- A guarantee given by a financial institution that has
verified the identity of the maker of the signature.

S&P- One of the largest nationally recognized ratings organizations. Standard
and Poor's also publishes various indexes or lists of companies representative
of sectors of the US economy.

Statement of Additional Information - A document that supplements and continues
the disclosures made in the prospectus.

Stripped Treasury Securities--Debt obligations in which the interest payments
and the repayment of principal are separated and sold as securities.

Taxpayer Identification Number - Usually the social security number for an
individual or the Employer Identification Number for a corporation.

Total return - The total value of capital growth and the value of all
distributions, assuming that distributions were used to purchase additional
shares of the Fund.

Turnover Ratio - The percentage of the securities held in a Fund's portfolio,
other than short-term securities, that were bought or sold within a year.

U.S. Government obligations--Obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

Weighted-Average Maturity--The average maturity for the debt securities in a
portfolio on a dollar for dollar basis
<PAGE>

Institutional Income Funds Prospectus (November 3, 1997, 1997) 25

[Back cover]

You may wish to review the following documents:

Annual/Semi-Annual Report--provides certain financial information for the most
recent reporting period and each Fund's portfolio of investments.

These are available free of charge by calling 1-800-222-8222 or from
Stagecoach Funds
PO Box 7066
San Francisco, CA 94120-7066
<PAGE>

Overland Express Sweep Fund (November 2, 1997)-1

Please read this Prospectus and keep it for future reference. It is designed to
provide you with important information and to help you decide if a Fund's goals
match your own.

STAGECOACH
OVERLAND EXPRESS SWEEP FUND PROSPECTUS

February 1, 1998

Investment Advisor and Administrator
Wells Fargo Bank

Distributor and Co-Administrator
Stephens Inc.
<PAGE>

FOR YOUR INFORMATION

What is a prospectus? - A prospectus provides you with the information you need
in order to make an informed investment decision. It states how a Fund operates
and invests its assets.

(icon) Portfolio Holdings: A quick summary of a Fund's key permitted investments
and practices.

(icon) Additional Fund Facts: Provides additional key information for each Fund.
<PAGE>

SUMMARY INFORMATION

Summary of Stagecoach Overland Express Sweep: The Fund described in this
Prospectus invests in money market instruments, seeks to maintain a $1.00 per
share net asset value in order to preserve principal, and to distribute
dividends once a month. The Fund is a series of an open-end management
investment company.

Should you consider investing? Yes, if:
. you are a customer of a serving agent who has entered into an agreement
with us regarding the Fund;
. you are looking for a fund in which to invest short-term cash;
. you are looking to preserve principal;
. you are looking for monthly income.

You should not consider investing if:
. you are looking for FDIC coverage or guaranteed rates of return;
. you are unwilling to accept that you may lose money on your investment;
. you are unwilling to accept the risk that we may be unable to maintain a
$1.00 per share net asset value and that your investment principal may
fluctuate; and
. you are seeking long-term total return.

Key Information:

Dividends: We will pay dividends, if any, monthly.

Who are "You"?: In this Prospectus, "You" means the shareholder.

Key terms: "Money Market Instruments" is used in this Prospectus in reference
to a broad variety of short-term debt securities, commercial paper, certificates
of deposit, repurchase agreements and other investment activities described in
the Glossary and the Additional Investment Practices on page __ for further
details.

Italics: Throughout this Prospectus, words will appear in italicized print. This
means that the word is defined in the Glossary beginning on page ___.
<PAGE>

HOW TO READ THE FINANCIAL HIGHLIGHTS

After each Fund's Investment Objective and Investment Policies, charts are
provided showing important financial information about Fund. The charts are
called "Financial Highlights" and are designed to help you understand the past
performance of each Fund. The financial statements, from which these Financial
Highlights were derived, were audited by KPMG Peat Marwick LLP except as
indicated. The financial statements are available in the Fund's most recent
Annual Report and are available free of charge by calling 1-800-222-8222. Here
is an explanation of some terms that will help you interpret these charts.

NET ASSET VALUE (NAV)--The value of one share of a class of a Fund, excluding
any sales charge. See the Glossary for a fuller definition.

NET ASSETS--The value of the investments in a Fund's portfolio that are
attributable to a particular class of the Fund.

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS--This ratio is the
result of dividing net investment income (or loss) by average net assets.

PORTFOLIO TURNOVER--Portfolio turnover is expressed as a percentage of a Fund's
investment portfolio and reflects the trading activity in the portfolio. For
example, a Fund with a 50% portfolio turnover has sold and bought half of its
investment portfolio during the given period.
<PAGE>

Summary of Expenses

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
- --------------------------------------------------------------------------------
Sweep
- ----------------------------------------------------------------
Class A
- ----------------------------------------------------------------
<S> <C>
Maximum Sales charge on a purchase (as
a percentage of offering price). None
- ----------------------------------------------------------------
Maximum sales charge on reinvested dividends. None
- ----------------------------------------------------------------
Maximum sales charge imposed on redemptions. None
- ----------------------------------------------------------------
Exchange Fees None
- ----------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
- --------------------------------------------------------------------------------

- ----------------------------------------------------------------
Sweep
- ----------------------------------------------------------------
Class A
- ----------------------------------------------------------------
<S> <C>
Management Fee 0.45%
- ----------------------------------------------------------------
Rule 12b1Fee 0.30%
- ----------------------------------------------------------------
Other expenses 0.49%
- ----------------------------------------------------------------
Total Fund Operating Expenses 1.24%
- ----------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
EXAMPLE OF EXPENSES--The example is not a representation of past or future
expenses, and actual expenses may be higher or lower than those shown.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Sweep
<S> <C>
- ----------------------------------------------------------------
You would pay the following expenses Class A
on a $1,000 investment assuming a 5%
annual return, and that you redeem
your shares at the end of each period.
- ----------------------------------------------------------------
1 Year $13
- ----------------------------------------------------------------
3 Years 39
- ----------------------------------------------------------------
5 Years 68
- ----------------------------------------------------------------
10 Years 150
- ----------------------------------------------------------------
</TABLE>
<PAGE>

Overland Express Sweep Fund

INVESTMENT OBJECTIVE

The Overland Express Sweep Fund seeks to provide investors with a high
level of current income, while preserving capital and liquidity.

INVESTMENT POLICIES

We actively manage a diversified portfolio of U.S. dollar-denominated, high
quality money market instruments, including debt obligations with remaining
maturities of 397 days or less. We maintain an overall dollar-weighted average
maturity of 90 days or less. We may also make certain other investment
including, for example, repurchase agreements. We seek to reduce risk by
investing assets in securities of various issuers and emphasize safety of
principal and high credit quality.

PORTFOLIO HOLDINGS

Under normal market conditions, we invest in:
. U.S. Government obligations;
. Obligations of domestic and foreign banks;
. commercial paper;
. repurchase agreements;
. certain floating and variable- rate instruments;
. certain U.S. dollar-denominated debt of U.S. branches of foreign banks; and
. shares of other mutual funds.

IMPORTANT RISK FACTORS

For general information on risk, please see page ___.

We do not invest in certain types of derivative securities we consider volatile.
Among the investments not permitted are capped floaters, leveraged floaters,
range floaters, dual index floaters and inverse floaters.

There is no guarantee that we will be able to maintain a $1.00 per share net
asset value. Fluctuations in share value may cause a loss or gain in principal.
Generally, short-term funds do not earn as high a level of income as funds that
invest in longer-term instruments. No government agency either directly or
indirectly insures or guarantees the performance of the Fund.

ADDITIONAL FUND FACTS

The Overland Express Sweep Fund is offered exclusively to customers of financial
institutions that have entered into a shareholder servicing agreement on behalf
of the Fund
<PAGE>

OVERLAND EXPRESS SWEEP FUND
FOR A SHARE OUTSTANDING

<TABLE>
<CAPTION>
(UNAUDITED)
6 MONTHS YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
JUNE 30, DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31,
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations:......
Net investment income................. 0.02 0.04 0.05 0.03 0.02 0.03
---------- ---------- ---------- -------- -------- --------
Less distributions:.....................
Dividends from net investment income.. (0.02) (0.04) (0.05) (0.03) (0.02) (0.03)
Net asset value, end of period........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ======== ======== ========
Total return (not annualized)........... 2.15% 4.29% 4.80% 3.11% 1.97% 2.31%
Ratios/supplemental data:...............
Net assets, end of period (000)....... $2,076,137 $2,002,725 $1,209,183 $812,559 $528,072 $253,617
Number of shares outstanding, end of
period (000)........................ 2,076,710 2,003,292 1,209,183 812,559 528,072 253,628
Ratios to average net assets
(annualized)/2/:.......................
Ratio of expenses to average net
assets............................... 1.25% 1.24% 1.25% 1.25% 1.25% 1.24%
Ratio of net investment income to
average net assets.................. 4.31% 4.20% 4.70% 2.92% 1.67% 2.20%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses................. 1.26% 1.26% 1.28% 1.33% 1.31% 1.51%

Ratio of net investment income to
average net assets prior to waived
fees and reimbursed expenses....... 4.30% 4.18% 4.67% 2.84% 1.61% 1.93%

<CAPTION>
PERIOD
ENDED
DEC. 31,
1991/1/
----
<S> <C>
Net asset value, beginning of period.... $ 1.00
Income from investment operations:......
Net investment income................. 0.01
-------
Less distributions:.....................
Dividends from net investment income.. (0.01)
Net asset value, end of period........ $ 1.00
=======
Total return (not annualized)........... 0.93%
Ratios/supplemental data:...............
Net assets, end of period (000)....... $14,010
Number of shares outstanding, end of
period (000)........................ 14,010
Ratios to average net assets
(annualized)/2/:.......................
Ratio of expenses to average
assets net........................... 1.23%
Ratio of net investment income to
average net assets.................. 3.46%
Ratio of expenses to average net
assets prior to waived fees and
reimbursed expenses................. 6.92%

Ratio of net investment income to
average net assets prior to waived
fees and reimbursed expenses....... (2.23)%
</TABLE>

____________________________
/1/ Fund commenced operations on October 1, 1991, as the Overland Sweep Fund of
Overland Express Funds, Inc.
/2/ These ratios include expenses charged to the Master Portfolio. Prior year
ratios have been adjusted for comparability purposes.

<PAGE>

Overland Express Sweep Prospectus (October 27, 1997)-8

GENERAL RISK CONSIDERATIONS

You should carefully consider risks common to all mutual funds. Chief among
these risks is the following:

. Unlike bank deposits, such as CD's or savings accounts, mutual funds
are NOT INSURED BY THE FDIC.
. We CANNOT GUARANTEE that any Fund will meet its investment objectives.
In particular, we can not guarantee that we will be able to maintain
a $1.00 per share net asset value.
. You cannot recover through insurance any loss due to INVESTMENT
PRACTICES, nor can the Fund, the selling agents or investment
advisors make good any loss you might have.
. Investing in any mutual fund, including those deemed conservative,
involve RISK, INCLUDING THE POSSIBLE LOSS OF ANY MONEY YOU INVEST.

Understanding the risks involved in mutual fund investing will help you make an
informed decision that takes into account your tolerance and preferences. Some
mutual funds invest in assets that involve particular kinds of risk.

. Funds that invest in debt instruments, such as notes and bonds, are
subject to CREDIT RISK and INTEREST-RATE RISK. Credit risk is the
possibility that an issuer of a security will be unable to make interest
payments or repay principal. Interest-rate risk is the possibility that
interest rates may increase and reduce the resale value of lower-paying
securities in the Fund's portfolio. Debt instruments with longer maturities
are generally more sensitive to interest rate changes than those with
shorter maturities. Interest rate risk does not affect the interest paid by
a debt instrument unless it is specifically designed to pay an adjustable
rate.

The Fund's advisor may also use certain DERIVATIVE instruments such as options
or futures contracts. The term "derivatives" covers a wide number of investment
practices but in general it refers to a financial instrument whose value is
derived, at least in part, from the price of another security or a specified
index, asset or rate. Some derivatives may be more sensitive to interest rate
changes or market moves, and some may be susceptible to changes in yields or
values due to the structure of their contracts.

The following types of floating-rate derivative securities are not
permitted investments in the Funds:

. Capped floaters on which interest is not paid when market rates move
above a certain level;
. Leveraged floaters whose interest rates reset based on a formula that
magnifies changes in market interest rates;
. Range floaters on which interest is not paid in market interest rates
move outside a specified range;
. Dual index floaters whose interest rate reset provisions are tied to
more than one index; and
. Inverse floaters which reset in an opposite direction of their index.

Investment practices and risk levels are carefully monitored. Every attempt is
made to ensure that the risk exposure for each Fund remains within the
parameters of its objective.

Credit Risk--The risk that the issuer of a debt security will be unable to make
interest payments or repay principal on schedule. If an issuer does default, the
affected security could lose all of its value, or be renegotiated at a lower
interest rate. Affected securities might also lose liquidity. Credit risk
includes the risk that a party in a transaction may not be able to complete the
transaction as agreed.

Diplomatic Risk--The risk that an adverse change in the diplomatic relations
between the United States and another country might reduce the value or
liquidity of investments in either country.
<PAGE>

Overland Express Sweep Prospectus (October 27, 1997)-9

Information Risk--The risk that information about a security is either
unavailable or is inaccurate.

Liquidity Risk--The risk that a security cannot be sold, or cannot be sold
without adversely affecting the price.

Market Risk--The risk that the value of stock, bond or other security will
reduced by market activity. This is the basic risk associated with all
securities investments.

Political Risk--The risk that political actions, events or instability may be
unfavorable for investments made in a particular nation or region's industry,
government or markets.

Regulatory Risk--The risk that changes in government regulations will adversely
affect the value of a security.
<PAGE>

Overland Express Sweep Prospectus (October 27, 1997)-10

- ------------------------------------------------------------------------
O
V
E
R
L
A
N
D

E
X
P
R
E
This table lists some of the additional investment practices of S
the Funds, including some not disclosed in the Investment S
Objectives and Investment Policies sections of the Prospectus.
THE RISKS INDICATED AFTER THE DESCRIPTION OF THE PRACTICE ARE S
NOT THE ONLY POTENTIAL RISKS ASSOCIATED WITH THAT PRACTICE, BUT W
ARE AMONG THE MORE PROMINENT. Market risk is assumed for each. E
See the Investment Objectives and Policies or the Statements of E
Additional Information for limits on these practices. P
- ------------------------------------------------------------------------
INVESTMENT PRACTICE/RISK
- ------------------------------------------------------------------------
Floating and Variable Rate Debt - Instruments with interest
rates that are adjusted either on a schedule or when an index x
or benchmark changes. Interest Rate and Credit Risk
- ------------------------------------------------------------------------
Repurchase Agreements--A transaction in which the seller of a
security agrees to buy back a security at an agreed upon time x
and price, usually with interest. Credit Risk
- ------------------------------------------------------------------------
Other Mutual Funds--The temporary investment in shares of an
unaffiliated investment company. x
- ------------------------------------------------------------------------
Foreign Obligations--Securities in a non-U.S. company or debt of
a foreign government up to 25% of assets. Information,
Political, Regulatory, Diplomatic and Currency Risk. x
- ------------------------------------------------------------------------
Loans of Securities--The practice of loaning securities to
brokers dealers and financial institutions to increase return
on those securities. Loans may be made in accordance with
existing investment objectives. Credit Risk.
- ------------------------------------------------------------------------
Borrowing Policies--The ability to borrow an equivalent of 10%
of total assets from banks for temporary purposes to meet
shareholder redemptions. Borrowing may be secured by a pledge x
of up to 10% of the securities and investments may not be
purchased if borrowing exceeds 5% of assets. Credit Risk
- ------------------------------------------------------------------------
Illiquid Securities--As defined in the Glossary, illiquid 10
securities are limited to the percentage indicated for each
Fund.
- ------------------------------------------------------------------------

Investment practices and risk levels are carefully monitored. We attempt to
ensure that the risk exposure for each Fund remains within the parameters of its
objective.

The Investment Objectives described for each Fund are fundamental and cannot be
changed without approval by vote of a majority of shareholders.

Overland Express Sweep Prospectus (October 27, 1997)-11

YOUR ACCOUNT

You can buy Fund shares:
. Exclusively through a Servicing Agent who has entered into an agreement
with us to make investments into the Fund on your behalf.

Important Information:
. The Servicing Agent buys and sells shares an your behalf. The Servicing
Agent maintains an account with us in its name on your behalf.
. Your account agreement with the your Servicing Agent describes the
procedures and regulations governing transactions.
. Read this prospectus carefully. Discuss any questions you have with
your Servicing Agent. You may also ask for copies of the Statements
of Additional Information. Copies are available free of charge from
your financial consultant or by calling 1-800 222-8222.
. We process requests to buy or sell shares each business day at 9:00 AM,
Pacific Time. Any request we receive in proper form before 9:00 AM PT is
processed the same day. Requests we receive after 9:00 AM PT are processed
the next business day. Occasionally the markets for US Government
securities and money market instruments close early. On such days, the cut-
off time for trades may be earlier.
. It is the nature of a mutual fund investment that the price you pay to
purchase shares or the price you receive when you redeem shares is not
determined until after a request has been received in proper form.
. We determine the Net Asset Value (NAV) of each class of the Fund's shares
each business day after 9:00 AM PT by subtracting the Fund class's
liabilities from its total assets, and then dividing the result by the
total number of outstanding shares of that class. See the Statement of
Additional Information for further disclosure.

DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS:

. Are reinvested automatically to buy new shares of the Fund at NAV. The new
shares are purchased at NAV generally on the day the income is paid. This
option is automatically assigned to your account unless you specify another
plan.
. Dividends are declared daily and paid monthly. Dividends for Saturdays,
Sundays and Holidays are declared payable the preceding business day.

TAXES

It is our policy to avoid capital gains on money market funds. Long-term capital
gains earned by a Fund will be passed on to you as capital gains and will be
taxable to you as long-term capital gains. In general, distributions are taxable
when paid. However, distributions declared in October, November and December and
distributed by the following January will be taxable as if they were paid on
December 31.

Overland Express Sweep Prospectus (October 27, 1997)-12

SPECIAL NOTICES:

STATEMENTS - Statements are the responsibility of the Servicing Agent. They are
typically sent to you monthly. Every January you will be provided with a
statement, which is also filed with the IRS, with tax information for the
previous year to assist you in tax return preparation. We will send Annual and
Semi-Annual Reports each year.

STATEMENT OF ADDITIONAL INFORMATION - Additional information about some of the
topics discussed in this Prospectus as well as details about return
calculations, distribution plans, servicing plans, tax issues and other
important issues are available in the Statement of Additional Information for
each Fund. The Statement of Additional Information should be read along with
this Prospectus and may be obtained free of charge by calling Investor Services
at 1 800-222-8222.

GLASS-STEAGALL ACT - Morrison & Foerster LLP, counsel to the Funds and special
counsel to Wells Fargo Bank, has advised us and Wells Fargo Bank that Wells
Fargo Bank and its affiliates may perform the services contemplated by the
Advisory Contracts and detailed in this Prospectus and the Statement of
Additional Information without violation of the Glass-Steagall Act. Counsel has
pointed out that future judicial or administrative decisions, or future federal
or state laws may prevent these entities from continuing in their roles.

VOTING RIGHTS--All shares of the Funds have equal voting rights and are voted in
the aggregate, rather than by series or class, unless the matter affects only
one series or class. The exercise of voting rights is governed by the customer's
account agreement with the Servicing Agent.
<PAGE>

Overland Express Sweep Prospectus (October 27, 1997)-13

ORGANIZATION AND MANAGEMENT OF THE FUNDS

ABOUT STAGECOACH

Each Fund is one of 32 of the Stagecoach Funds, Inc. Stagecoach was organized on
September 9, 1991 as a Maryland Corporation.

SHAREHOLDERS

FINANCIAL SERVICES FIRMS AND
THEIR REPRESENTATIVES

Advise current and prospective
shareholders on their Fund investments

INVESTMENT ADVISOR CUSTODIAN

Wells Fargo Bank Wells Fargo Bank
525 Market St. 525 Market St.
San Francisco, CA San Francisco, CA

Manage the Funds' investment Provides safekeeping
activities for the Funds' assets

BOARD OF DIRECTORS

Supervises the Funds' activities

Overland Express Sweep Prospectus (October 27, 1997)-14

each Fund has more detailed information about the Investment Advisor and the
other service providers and plans described here.

THE INVESTMENT ADVISOR

Wells Fargo Bank is the advisor for each of the Funds. Wells Fargo Bank, founded
in 1852, is the oldest bank in the Western United States and is one of the
largest banks in the United States. Wells Fargo Bank is a wholly owned
subsidiary of Wells & Fargo and Co., a national bank holding company. As of
August 1, 1997, Wells Fargo Bank and its affiliates managed over $57 billion in
assets. The Funds paid Wells Fargo the following for advisory services for the
fiscal period ended March 31, 1997:

Overland Express Sweep Fund .25%

THE ADMINISTRATOR

Wells Fargo Bank is the administrator of the Funds. Wells Fargo is paid .04% for
these services.

THE DISTRIBUTOR AND CO-ADMINISTRATOR

SHAREHOLDER SERVICING PLAN

We have Shareholder Servicing Plans for each Fund class. We have agreements with
various shareholder servicing agents to process purchase and redemption
requests, to service shareholder accounts, and to provide other related
services.

For these services we pay as follows:

Overland Express Sweep Fund .30%

DISTRIBUTION PLAN

We have adopted distribution plans for each class of the Funds. This plan can be
used for distribution related services.

For these services we pay as follows:

Overland Express Sweep Fund .30%
<PAGE>

Overland Express Sweep Prospectus (October 27, 1997)-15

GLOSSARY

ACH--Refers to the "Automated Clearing House" system maintained by the Federal
Reserve Bank which allows banks to process checks, transfer funds and perform
other tasks.

Business Day - Any day the New York Stock Exchange is open is a business day for
the Fund.

Commercial Paper--Issued by banks, corprations and other issuers to investors
with idle cash. They are short-term, between 2 and 270 days, usually with below-
market interest rates and high credit quality.

Current Income--Earnings in the form of dividends or interest as opposed to
capital growth. See also "Total Return".

Derivatives- Securities whose values are derived in part from the value of
another security or index. An example is a stock option.

Distributions - Dividends and/or capital gains paid by a Fund on its shares.

Dollar-Denominated--Securities issued by foreign banks, companies or governments
in U.S. dollars.

Illiquid Security--A security which can not be easily sold, or can not be sold
without negatively affecting the price.

Investment Grade - A type of bond rated in the top four investment categories by
a nationally recognized ratings organization. Generally these are bonds whose
issuers are considered to have a strong ability to pay interest and repay
principal, although some investment grade bonds may have some speculative
characteristics.

Liquidity -The ability to quickly sell a security without affecting the price.

Market Timing - The belief that by guessing correctly, an investor can profit by
selling out of the market when prices are high and buying when prices are low.

Moody's - One of the largest nationally recognized ratings organizations.

Nationally Recognized Ratings Organization (NRRO) - A company that examines the
ability of a bond issuer to meet its obligations and which rates the bonds
accordingly.

Net Asset Value (NAV) - The value of a single fund share. It is determined by
adding together all of a fund's assets, subtracting expenses and other
liabilities, then dividing by the total number of shares. The NAV of the Money
Market, Government Money Market and Treasury Money Market Mutual Funds are
determined each business day at 12:00 noon and 1:00 PM Pacific Time. The NAV for
the California Tax-Free and National Tax-Free Money Market Funds are determined
each business day at 9:00 AM and 1:00 PM Pacific Time.
<PAGE>

Overland Express Sweep Prospectus (October 27, 1997)-16