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KPMG Peat Marwick LLP
Three Embarcadero Center
San Francisco, CA 94111
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Stagecoach Funds, Inc.
and
Securities and Exchange Commission:
We have examined management's assertion that the Aggressive Growth Fund, Arizona
Tax-Free Fund, Asset Allocation Fund, Balanced Fund, California Tax-Free Bond
Fund, California Tax-Free Income Fund, California Tax-Free Money Market Mutual
Fund, Corporate Stock Fund, Diversified Income Fund, Equity Value Fund, Ginnie
Mae Fund, Government Money Market Mutual Fund, Growth and Income Fund,
Intermediate Bond Fund, Money Market Mutual Fund, Money Market Trust, National
Tax-Free Fund, National Tax-Free Money Market Fund, Oregon Tax-Free Fund, Prime
Money Market Mutual Fund, Short-Intermediate U.S. Government Income Fund, Small
Cap Fund, Treasury Money Market Mutual Fund, and U.S. Government Allocation Fund
(constituting Stagecoach Funds, Inc.)(collectively the "Funds") complied with
the requirements of subsections (b) and (c) of Rule 17f-2 under the Investment
Company Act of 1940 as of November 30, 1997, included in the accompanying
Management Statement regarding Compliance with Certain Provisions of the
Investment Company Act of 1940. Management is responsible for the Funds'
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Funds' compliance based on our examination.
The Aggressive Growth Fund, Asset Allocation Fund, Corporate Stock Fund,
National Tax-Free Money Market Fund, Small Cap Fund, and U.S. Government
Allocation Fund are feeder funds which invest solely in a corresponding master
portfolio. As such, the investment record consists of book-entry tracking of
shares of ownership on the feeder fund's custodial system.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Funds' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of November 30, 1997 and for the period from July 31, 1997 (the
date of our last examination) through November 30, 1997, with respect to
securities transactions:
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KPMG Peat Marwick LLP
* Confirmation of all securities with the custodians, Wells Fargo Bank, N.A.,
and Barclays Global Investors, N.A.;
* Confirmation or examination of underlying documentation of all securities
purchased but not received;
* Reconciliation of all securities to the books and records of the Funds and
the custodians;
* Verified all shares owned by the feeder funds agreed to the corresponding
master portfolios' transfer agency records; and
* Tested a selected sample of security transactions to determine if they were
properly recorded.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Funds' compliance with
the specified requirements.
In our opinion, management's assertion that the Funds were in compliance
with the above mentioned provisions of Rule 17f-2 of the Investment Company Act
of 1940 as of November 30, 1997 and for the period from July 31, 1997 (the date
of our last examination) through November 30, 1997, is fairly stated in all
material respects.
This report is intended solely for the information and use of management of
Stagecoach Funds, Inc. and the Securities and Exchange Commission and should not
be used for any other purpose.
/s/ KPMG Peat Marwick LLP
December 15, 1997
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[WELLS FARGO LOGO]
Private Client Services Group
Support Services Division
P.O. Box 63002
San Francisco, CA 94163
December 15, 1997
KPMG Peat Marwick LLP
Three Embarcadero Center
San Francisco, CA 94111
RE: STATEMENT REGARDING COMPLIANCE WITH CERTAIN PROVISIONS OF THE INVESTMENT
COMPANY ACT OF 1940
We, as members of management of Stagecoach Funds, Inc. (the Funds), are
responsible for complying with the requirements of subsections (b) and (c) of
Rule 17f-2, "Custody of Investments by Registered Management Investment
Companies", of the Investment Company Act of 1940. We are also responsible for
establishing and maintaining an effective internal control structure over
compliance with Rule 17f-2 requirements. We have performed an evaluation of the
Funds' compliance with the requirements of subsections (b) and (c) of Rule 17f-2
as of November 30, 1997 and for the period from July 31, 1997 through November
30, 1997.
Based on this evaluation, we assert that the Funds were in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of November 30, 1997 and for the period from July 31, 1997
through November 30, 1997 with respect to securities reflected in the investment
accounts of the Funds.
Stagecoach Funds, Inc.
By:
/s/ Richard H. Blank, Jr. /s/ Michael Hogan
________________________ __________________________
Richard H. Blank, Jr. Michael Hogan
Treasurer and Chief Operating Officer Senior Vice President
Stagecoach Funds, Inc. Managing Director of Mutual
Fund Division
Wells Fargo Bank, Adviser to
Stagecoach Funds, Inc.
/s/ Stephen Rogers
________________________
Stephen Rogers
Principal
Barclays Global Investors
Sub-adviser to Life & Annuity Trust
Printed on Recycled Paper
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-17F-2
Certificate of Accounting of Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
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1. INVESTMENT COMPANY ACT FILE NUMBER: DATE EXAMINATION COMPLETED:
811- 6419 November 30, 1997
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2. STATE IDENTIFICATION NUMBER:
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AL AK AZ AR CA CO
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CT DE DC FL GA HI
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ID IL IN IA KS KY
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LA ME MD MA MI MN
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MS MO MT NE NV NH
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NJ NM NY NC ND OH
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OK OR PA RI SC SD
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TN TX UT VT VA WA
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WV WI WY PUERTO RICO
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Other (specify):
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3. EXACT NAME OF INVESTMENT COMPANY AS SPECIFIED IN REGISTRATION STATEMENT:
STAGECOACH FUNDS, INC.
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4. ADDRESS OF PRINCIPAL EXECUTIVE OFFICE(NUMBER, STREET, CITY, STATE, ZIP CODE):
111 CENTER STREET, LITTLE ROCK, ARKANSAS 72201
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INSTRUCTIONS:
This Form must be completed by investment companies that have custody of
securities or similar investments.
INVESTMENT COMPANY:
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f 2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
ACCOUNTANT:
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f 2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
