[BARCLAYS GLOBAL INVESTORS LETTERHEAD]
October 30, 1998
Lynn Wytas
Gerber Scientific Deferred Compensation Plan
83 Gerber Road West
South Windsor, CT 06074
Re:MasterWorks Growth Stock-Mutual Fund and MasterWorks Short-Intermediate Term
- Mutual Fund
Dear Ms. Wytas:
Your plan offers the MasterWorks Growth Stock Mutual Fund and/or the
MasterWorks Short-Intermediate Term Mutual Fund as plan options. The Board of
Directors for these funds has authorized the merger or liquidation of these
funds.
You will be receiving a proxy outlining a proposed merger of these
assets with successor funds. It will propose that the assets of the MasterWorks
Growth Stock Fund will be transferred to the Large Company Growth Fund of the
Norwest Advantage Funds and the assets of the MasterWorks Short-Intermediate
Term Fund will be transferred to the Short-Intermediate U.S. Government Income
Fund of the Stagecoach Funds. In the absence of 50.1% of the shareholders
approving the merger, the funds will be liquidated.
The merger or liquidation will occur either on the weekend of December
4, 1998 or December 11, 1998, pursuant to the proxy.
Please feel free to contact your client representative at Merrill Lynch
should you have questions or require additional explanation regarding this
transfer or liquidation of assets.
Sincerely,
/s/Lawrence G. Tint
Lawrence G. Tint
Managing Director
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
Writer's Direct Dial Number
(202) 887-1583
November 3, 1998
Via EDGAR
Division of Investment Management
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MasterWorks Funds Inc.
SEC Reg. Nos. 33-54126; 811-7332
Dear Sir/Madame:
In connection with a shareholders meeting of two series of MasterWorks
Funds Inc. (the "Company"), an investment company registered under the
Investment Company Act of 1940, as amended, we are transmitting herewith
pursuant to Rule 14a-6(b) of Regulation 14A a letter dated October 30, 1998 sent
to shareholders of the Company's Growth Stock and Short-Intermediate Term Funds
in connection with proxy solicitations registered on Form N-14 (the
"Statements") dated October 26, 1998.
The Statements on Form N-14 were registered under File Nos. 333-63893
and 333-63819 of the acquiring funds' registrants -- Norwest Advantage Funds and
Stagecoach Funds, Inc., respectively.
Please contact the undersigned at the number set forth above or Marco
E. Adelfio at (202) 887-1530, if you have any questions or comments regarding
this filing.
Very truly yours,
/s/ Emile R. Molineaux
Emile R. Molineaux
