<PAGE>
As filed with the Securities and Exchange Commission
on April 17, 1998
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 [_]
Post-Effective Amendment No. 44 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 45 [X]
________________________________
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):
[X] Immediately upon filing pursuant [_] on _________ pursuant
to Rule 485(b), or to Rule 485(b)
[_] 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)
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 No. 44 to the Registration Statement (the
"Amendment") of Stagecoach Funds, Inc. (the "Company") is being filed to add to
the Company's Registration Statement 4 - 6 month unaudited financial statements
for the period from September 24, 1997 (commencement of operations) to March 9,
1998, for the Company's International Equity Fund.
This Amendment does not affect the Registration Statement, prospectuses or
Statements of Additional Information for the Company's other Funds or classes.
<PAGE>
INTERNATIONAL EQUITY
STATEMENT OF ASSETS AND LIABILITIES (Unaudited) -
MARCH 9, 1998
<TABLE>
<CAPTION>
International Equity Fund
from September 24, 1997
(Commencement of Operations)
to March 9, 1998
-----------------------------
ASSETS
<S> <C>
Investments:
In securities, at market value (see cost below) $ 53,059,884
Cash 3,615,940
Cash denominated in foreign currencies (cost $100,129) 99,592
Receivables:
Dividends and interest 63,663
Fund shares sold 86,977
Organizational expenses, net of amortization 54,884
Prepaid expenses 7,572
TOTAL ASSETS 56,988,512
LIABILITIES
Payables:
Investment securities purchased 536,226
Fund shares redeemed 15,823
Loss on foreign currency forward contracts 3,533
Due to sponsor and distributor 102,567
Due to adviser 103,123
Other 23,836
TOTAL LIABILITIES 785,108
TOTAL NET ASSETS $ 56,203,404
NET ASSETS CONSIST OF:
Paid-in capital $ 52,940,241
Undistributed(Overdistributed) net investment income (2,808)
Undistributed net realized gain(loss) on investments and foreign
currency transactions (412,707)
Net unrealized appreciation of investments and translation
of assets and liabilities in foreign currencies 3,678,678
TOTAL NET ASSETS $ 56,203,404
COMPUTATION OF NET ASSET VALUE
AND OFFERING PRICE PER SHARE
Net assets - Class A $ 25,077,183
Shares outstanding - Class A 2,367,034
Net asset value per share - Class A 10.59
Maximum offering price per share - Class A 11.18(1)
Net assets - Class B $ 31,126,221
Shares outstanding - Class B 2,946,265
Net asset value and offering price per share - Class B 10.56
INVESTMENT AT COST $ 49,381,361
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Maximum offering price is computed as 100/94.75 of net asset value. On
investments of $50,000 or more the offering price is reduced.
1
<PAGE>
INTERNATIONAL EQUITY
STATEMENT OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
International Equity Fund
From September 24, 1997
(commencement of operations)
to March 9, 1998
-----------------------------
INVESTMENT INCOME
<S> <C>
Dividends (net of foreign tax withheld of $18,252) $ 220,309
Interest 240,517
TOTAL INVESTMENT INCOME 460,826
EXPENSES
Advisory fees 218,091
Administration fees 18,898
Custody fees 44,505
Shareholder servicing fees 54,523
Portfolio accounting fees 16,975
Transfer agency fees 30,533
Distribution fees 100,887
Organization costs 9,095
Legal and audit fees 18,645
Registration fees 18,192
Directors' fees 2,092
Shareholder reports 13,644
Other 5,232
TOTAL EXPENSES 551,312
LESS:
Waived fees and reimbursed expenses (91,448)
NET EXPENSES 459,864
NET INVESTMENT INCOME 962
REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS
AND FOREIGN CURRENCIES
Net realized gain(loss) from:
Investments (404,390)
Foreign currency transactions (8,317)
Net change in unrealized appreciation of:
Investmentsnts 3,678,523
Translation of assets and liabilities in foreign currencies 155
NET GAIN ON INVESTMENTS AND FOREIGN CURRENCIES 3,265,971
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 3,266,933
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
INTERNATIONAL EQUITY
STATEMENT OF CHANGES IN NET ASSETS (Unaudited)
<TABLE>
<CAPTION>
International Equity Fund
From September 24, 1997
(commencement of operations)
to March 9, 1998
----------------------------
INCREASE(DECREASE) IN NET ASSETS
OPERATIONS:
<S> <C>
Net investment income $ 962
Net realized (gain)loss from investments and foreign currency transactions (412,707)
Net change in unrealized appreciation of investments and
transaction of assets and liabilities in foreign currencies 3,678,678
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 3,266,933
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
CLASS A (3,770)
CLASS B 0
CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold - Class A 24,911,892
Reinvestment of dividends - Class A 2,483
Cost of shares redeemed - Class A (1,313,195)
NET INCREASE IN NET ASSETS RESULTING
FROM CAPITAL SHARE TRANSACTIONS - CLASS A 23,601,180
Proceeds from shares sold - Class B 30,994,903
Reinvestment of dividends - Class B
Cost of shares redeemed - Class B (1,655,842)
NET INCREASE IN NET ASSETS RESULTING
FROM CAPITAL SHARE TRANSACTIONS - CLASS B 29,339,061
INCREASE IN NET ASSETS 56,203,404
NET ASSETS:
Beginning net assets 0
ENDING NET ASSETS $ 56,203,404
SHARES ISSUED AND REDEEMED:
Shares sold - Class A 2,498,568
Shares issued in reinvestment of dividends - Class A 257
Shares redeemed - Class A (131,791)
NET INCREASE IN SHARES OUTSTANDING - CLASS A 2,367,034
Shares sold - Class B 3,116,565
Shares issued in reinvestment of dividends - Class B 0
Shares redeemed - Class B (170,300)
NET INCREASE IN SHARES OUTSTANDING - CLASS B 2,946,265
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
HIGHLIGHTS
FINANCIAL HIGHLIGHTS (Unaudited)
For a share outstanding throughout each period is as follows:
<TABLE>
<CAPTION>
International Equity Fund(1)
--------------------------------------------------
Class A Class B
------------------- -------------------
Period Ended Period Ended
March 09, 1998 March 09, 1998
- ------------------------------------------------------------------------------------------------ -------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00 $ 10.00
Income from investment operations:
Net investment income (loss) 0.01 (0.01)
Net realized and unrealized gain (loss) on investments 0.58 0.57
Total from investment operations 0.59 0.56
Less Distributions:
Dividends from net investment income 0.00 0.00
Distributions from net realized gain 0.00 0.00
Total from Distributions 0.00 0.00
NET ASSET VALUE, END OF PERIOD $ 10.59 $ 10.56
Total Return 5.92% 5.60%
Ratios/supplemental data:
Net assets, end of period (000) $ 25,077 $ 31,126
Ratios to average net assets (annualized):
Ratio of expenses to average net assets 1.75% 2.40%
Ratio of net investment income to average net
assets 0.38% (0.29%)
Portfolio turnover 10% 10%
Average commission rate paid $ 0.0784 $ 0.0784
Ratio of expenses to average net assets prior to
waived fees and reimbursed expenses 2.18% 2.81%
Ratio of net investment income to average net assets
prior to waived fees and reimbursed expenses (0.05%) (0.70%)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Fund commenced operations on September 24, 1997.
4
<PAGE>
INTERNATIONAL EQUITY FUND - MARCH 9, 1998
(Unaudited)
<TABLE>
<CAPTION>
Shares Security Name Cost Value
COMMON STOCK - 61.83%
<S> <C> <C> <C>
AUSTRIA -
6,000 OMV AG 812,096 753,856
BURMUDA -
15,000 Central European Media Enterprises Ltd! 433,125 322,500
BRAZIL - 1.51%
20,000 Aracruz Cellulose SA ADR 420,944 301,250
5,000 Telecomunicacoes Brasileira ADR 543,095 630,938
CANADA - 1.18%
10,000 Potash Corp of Saskatchewan 788,261 904,742
25,000 Royal Bank of Canada 1,325,154 1,467,817
FINLAND - 1.57%
8,000 Nokia Corp ADR 720,972 764,000
FRANCE - 2.95%
9,000 AXA-UAP Co 799,625 884,357
4,000 Canal Plus 780,242 861,832
10,000 France Telecom SA 349,132 494,737
25,000 Groupe Danone ADR 775,000 1,043,750
20,000 Rhone Paulenc SA ADR 861,392 935,000
14,000 SGS - Thomson Microelectronic! 1,200,024 952,683
8,000 Total SA Class B 922,569 899,700
GERMANY - 5.06%
6,000 Adidas Salomon AG 808,692 968,823
3,000 Allianz AG 685,425 907,246
19,000 Commerzbank AG 729,418 685,866
1,200 SAP AG 319,602 487,367
3,500 SGL Carbon AG 526,702 404,224
12,000 Siemens AG 792,233 726,452
HONG KONG - 4.08%
19,000 HSBC Holdings Plc 547,364 539,944
125,000 Hutchison Whampoa 882,159 863,838
300,000 China Telecom! 544,965 527,010
HUNGARY -
24,000 Matav Rt ADR! 449,970 612,000
IRELAND - 2.33%
14,000 Elan Corporation ! 732,287 846,993
10,000 Ryanair Holdings Plc ADR ! 250,000 348,750
82,400 Ryanair Holdings Plc ! 461,979 593,338
ISRAEL - 1.78%
20,000 Koor Industries Ltd ADR 414,388 465,000
20,000 Tefron Ltd ! 370,413 465,000
ITALY - 1.86%
118,000 ENI SPA 748,368 711,044
14,000 Telecom Italia SPA ADR 923,040 993,125
JAPAN - 6.85%
50,000 Ajinomoto Co 527,526 481,480
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
32,000 Canon Inc 941,847 741,562
20,000 Honda Motor Co Ltd 725,948 693,650
30,000 Maurui Co Ltd 513,482 488,529
100 Nippon Telegraph & Telephone Corp 884,800 931,653
56,000 Nomura Securities Co Ltd 753,814 740,936
7,000 Orix Corp 509,624 499,256
10,000 Secom Co Ltd 683,287 617,709
7,000 Seven Eleven Japan Ltd 525,560 488,296
14,000 Sony Corp 1,312,198 1,227,589
MEXICO - 2.29%
34,000 Grupo Elektra SA ADR 560,548 495,125
22,000 Panamerican Beverages Inc Class A 825,126 809,875
20,000 TV Azteca SA 453,700 405,000
NETHERLANDS - 4.38%
16,000 Philips Electronics NV ADR 1,266,411 1,207,000
13,000 Royal Dutch Petroleum 706,965 692,250
13,000 Unilever NV 699,743 887,780
NEW ZEALAND - 1.13%
81,900 Tranz Rail Holdings Ltd 456,063 298,869
NORWAY - 1.61%
12,000 Petroleum Geo-Services 767,927 703,936
PORTUGAL - 0.76%
28,000 Electricidade De Portugal SA 488,134 615,796
11,000 Portugal Telecom SA 496,891 590,673
SPAIN - 3.42%
24,000 Banco Santander 741,855 1,116,494
16,000 Banco Bilbao Vizcaya SA 488,873 748,464
34,000 Telefonica De Espana 1,075,488 1,221,423
SWEDEN - 1.89%
31,000 Ericsson (LM) Tel ADR 1,426,707 1,389,188
SWITZERLAND - 3.19%
700 Nestle 1,011,695 1,217,145
800 Novartis AG 1,259,737 1,432,914
4,000 Schweizerische Bankverein 1,143,671 1,345,371
UNITED KINGDOM - 13.99%
120,000 Amvescap Plc 813,302 1,186,200
42,857 Bass Plc 584,974 707,666
73,000 Boots Co Plc 1,057,823 1,074,049
57,000 British Petroleum Co Plc 822,851 781,738
18,000 Glaxo Wellcome Plc ADR 796,618 985,500
58,067 Reuters Holdings Plc 770,666 627,211
95,000 Select Appointments Plc 921,927 1,044,801
13,000 Smithkline Beecham Plc ADR 599,937 861,250
150,000 Vodafone Group Plc 847,007 1,340,985
TOTAL COMMON STOCK
TOTAL INVESTMENTS IN SECURITIES
(Cost $49,381,361)* 94.41% $ 53,059,884
Other Assets and Liabilities, Net 5.59% 3,143,520
------------------- --------------------
=================== ====================
TOTAL NET ASSETS 100.00% $ 56,203,404
=================== ====================
</TABLE>
! Non-income earning securities
* Cost for federal income tax purposes is the
same as for financial statement purposes and
net unrealized appreciation consists of:
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Gross Unrealized Appreciation
Gross Unrealized Depreciation
-------------------
Net Unrealized Appreciation $ 3,678,378
</TABLE>
7
<PAGE>
STAGECOACH FUNDS, INC.
SEC REGISTRATION NOS. 33-42927; 811-6419
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements:
--------------------
With respect to the International Equity Fund, 4-6 month unaudited
financial statements for the period from September 24, 1997
(commencement of operations) to March 9, 1998, are filed herewith.
C-1
<PAGE>
(b) Exhibits:
--------
Exhibit
Number Description
------ -----------
1(a) - Amended and Restated Articles of Incorporation dated
November 22, 1995, incorporated by reference to Post-
Effective Amendment No. 17 to the Registration Statement,
filed November 29, 1995.
1(b) - Articles Supplementary, incorporated by reference to Post
Effective Amendment No. 43 to the Registration Statement,
filed March 30, 1998.
2 - By-Laws, incorporated by reference to Post-Effective
Amendment No. 31 to the Registration Statement, filed May
15, 1997.
3 - Not Applicable
4 - Not Applicable
5(a)(i) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Asset Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
5(a)(ii) - Sub-Advisory Contract with Barclays Global Fund Advisors on
behalf of the Asset Allocation Fund, incorporated by
reference to Post-Effective Amendment No. 21 to the
Registration Statement, filed February 29, 1996.
5(b)(i) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the U.S. Government Allocation Fund, incorporated by
reference to Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.
5(b)(ii) - Sub-Advisory Contract with Barclays Global Fund Advisors on
behalf of the U.S. Government Allocation Fund, incorporated
by reference to Post-Effective Amendment No. 21 to the
Registration Statement, filed February 29, 1996.
5(c) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the California Tax-Free Money Market Mutual Fund,
incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
5(d) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the California Tax-Free Bond Fund, incorporated by reference
to Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
C-3
<PAGE>
5(e) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Money Market Mutual Fund, incorporated by reference to
Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
5(f) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Growth and Income Fund, incorporated by reference to
Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
5(g)(i) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Corporate Stock Fund, incorporated by reference to Post-
Effective Amendment No. 3 to the Registration Statement,
filed April 17, 1992.
5(g)(ii) - Sub-Advisory Contract with Barclays Global Fund Advisors on
behalf of the U.S. Government Allocation Fund, incorporated
by reference to Post-Effective Amendment No. 21 to the
Registration Statement, filed February 29, 1996.
5(h) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Money Market Mutual Fund, incorporated by reference to
Post-Effective Amendment No. 3 to the Registration
Statement, filed May 1, 1992.
5(i) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the California Tax-Free Income Fund, incorporated by
reference to Post-Effective Amendment No. 4 to the
Registration Statement, filed September 10, 1992.
5(j) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Diversified Income Fund, incorporated by reference to
Post-Effective Amendment No. 17 to the Registration
Statement, filed November 29, 1995.
5(k) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Arizona Tax-Free Fund, incorporated by reference to
Post-Effective Amendment No. 30 to the Registration
Statement, filed January 31, 1997.
5(l) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Balanced Fund, incorporated by reference to Post-
Effective Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
5(m) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Equity Value Fund, incorporated by reference to Post-
Effective Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
5(n) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Government Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 30 to the
Registration Statement, filed January 31, 1997.
5(o) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Intermediate Bond Fund, incorporated by reference to
Post-Effective Amendment No. 30 to the Registration
Statement, filed January 31, 1997.
5(p) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Money Market Trust Fund, incorporated by reference to
Post-Effective Amendment No. 30 to the Registration
Statement, filed January 31, 1997.
C-4
<PAGE>
5(q) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the National Tax-Free Fund, incorporated by reference to
Post-Effective Amendment No. 30 to the Registration
Statement, filed January 31, 1997.
5(r) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Oregon Tax-Free Fund, incorporated by reference to Post-
Effective Amendment No. 30 to the Registration Statement,
filed January 31, 1997.
5(s) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Prime Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 30 to the
Registration Statement, filed January 31, 1997.
5(t) - Advisory Contract with Wells Fargo Bank, N.A. on behalf of
the Treasury Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 30 to the
Registration Statement, filed January 31, 1997.
5(u) - Form of Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the California Tax-Free Money Market Trust,
incorporated by reference to Post-Effective Amendment No. 28
to the Registration Statement, filed December 3, 1996.
5(v) - Form of Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the National Tax-Free Money Market Trust,
incorporated by reference to Post-Effective Amendment No. 32
to the Registration Statement, filed May 30, 1997.
5(v)(i) - Form of Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the Index Allocation, Short-Term Government-
Corporate Income, Short-Term Municipal Income, Overland
Express Sweep and Variable Rate Government Funds, filed
September 25, 1997.
5(v)(ii) - Form of Sub-Advisory Contract with Barclays Global Fund
Advisors on behalf of the Index Allocation Fund, filed
September 25, 1997.
5(w) - Form of Advisory Contract with Wells Fargo Bank, N.A. on
behalf of the International Equity Fund, incorporated by
reference to Post-Effective Amendment No. 32 to the
Registration Statement, filed May 30, 1997.
6(a) - Amended Distribution Agreement with Stephens Inc., Advisory
Contract with Wells Fargo Bank, N.A. on by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
6(b) - Selling Agreement with Wells Fargo Bank, N.A. on behalf of
the Funds, incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement, filed April
17, 1992.
7 - Not Applicable
8(a) - Custody Agreement with Wells Fargo Institutional Trust
Company, N.A. on behalf of the Asset Allocation Fund,
incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
8(b) - Custody Agreement with Wells Fargo Institutional Trust
Company, N.A. on behalf of the U.S. Government Allocation
Fund, incorporated by reference to
C-5
<PAGE>
Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
8(c) - Custody Agreement with Wells Fargo Institutional Trust
Company, N.A. on behalf of the Corporate Stock Fund,
incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
8(d) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the California Tax-Free Money Market Mutual Fund,
incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
8(e) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the California Tax-Free Bond Fund, incorporated by reference
to Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
8(f) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the Growth and Income Fund, incorporated by reference to
Post-Effective Amendment No. 2 to the Registration
Statement, filed April 17, 1992.
8(g) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the Ginnie Mae Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement,
filed April 17, 1992.
8(h) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the Money Market Fund, incorporated by reference to Post-
Effective Amendment No. 3 to the Registration Statement,
filed May 1, 1992.
8(i) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the California Tax-Free Income Fund, incorporated by
reference to Post-Effective Amendment No. 17 to the
Registration Statement, filed November 29, 1995.
8(j) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the Diversified Income Fund, incorporated by reference to
Post-Effective Amendment No. 17 to the Registration
Statement, filed November 29, 1995.
8(k) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the Short-Intermediate U.S. Government Income Fund,
incorporated by reference to Post-Effective Amendment No. 8
to the Registration Statement, filed February 10, 1994.
8(l) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the National Tax-Free Money Market Mutual Fund, incorporated
by reference to Post-Effective Amendment No. 24 to the
Registration Statement, filed April 29, 1996.
8(m) - Custody Agreement with Wells Fargo Bank, N.A. on behalf of
the Aggressive Growth Fund, incorporated by reference to
Post-Effective Amendment No. 20 to the Registration
Statement, filed February 28, 1996.
8(n) - Custody Agreement with Wells Fargo Bank on behalf of the
Arizona Tax-Free, Balanced, Equity Value, Government Money
Market Mutual, Index Allocation, Intermediate Bond, Money
Market Trust, National Tax-Free, Oregon Tax-Free, Overland
Express Sweep, Prime Money Market Mutual, Short-Term
Government-Corporate Income, Short-Term Municipal Income,
Treasury Money Market Mutual and Variable Rate Government
Funds, filed September 25, 1997.
C-6
<PAGE>
9(a)(i) - Administration Agreement with Wells Fargo Bank, N.A. on
behalf of the Funds, incorporated by reference to Post-
Effective Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
9(a)(ii) - Co-Administration Agreement with Wells Fargo Bank, N.A. and
Stephens Inc. on behalf of the Funds, incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement, filed August 5, 1997.
9(b) - Agency Agreement with Wells Fargo Bank, N.A. on behalf of
the Funds, incorporated by reference to Post-Effective
Amendment No. 32 to the Registration Statement, filed May
30, 1997.
9(c)(i) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the California Tax-Free Money Market Mutual
Fund, incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement, filed April 17, 1992.
9(c)(ii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Corporate Stock Fund, incorporated by
reference to Post-Effective Amendment No. 2 to the
Registration Statement, filed April 17, 1992.
9(c)(iii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Money Market Mutual Fund, incorporated by
reference to Post-Effective Amendment No. 3 to the
Registration Statement, filed May 1, 1992.
9(c)(iv) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the California Tax-Free Income Fund,
incorporated by reference to Post-Effective Amendment No. 17
to the Registration Statement, filed November 29, 1995.
9(c)(v) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Short-Intermediate U.S. Government Income
Fund, incorporated by reference to Post-Effective Amendment
No. 8 to the Registration Statement, filed February 10,
1994.
9(c)(vi) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the National Tax-Free Money Market Mutual Fund,
incorporated by reference to Post-Effective Amendment No. 24
to the Registration Statement, filed April 29, 1996.
9(c)(vii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class B Shares of the Asset Allocation
Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
9(c)(viii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class B Shares of the California Tax-Free
Bond Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
9(c)(ix) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class B Shares of the Diversified Income
Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
C-7
<PAGE>
9(c)(x) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class B Shares of the Ginnie Mae Fund,
incorporated by reference to Post-Effective Amendment No. 15
to the Registration Statement, filed May 1, 1995.
9(c)(xi) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class B Shares of the Growth and Income
Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
9(c)(xii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class B Shares of the U.S. Government
Allocation Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
9(c)(xiii) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class B Shares of the Aggressive Growth
Fund, incorporated by reference to Post-Effective Amendment
No. 20 to the Registration Statement, filed February 28,
1996.
9(c)(xiv) - Amended Shareholder Servicing Agreement with Wells Fargo
Bank, N.A. on behalf of the Class A Shares of the Asset
Allocation Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
9(c)(xv) - Amended Shareholder Servicing Agreement with Wells Fargo
Bank, N.A. on behalf of the Class A Shares of the California
Tax-Free Bond Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
9(c)(xvi) - Amended Shareholder Servicing Agreement with Wells Fargo
Bank, N.A. on behalf of the Class A Shares of the
Diversified Income Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
9(c)(xvii) - Amended Shareholder Servicing Agreement with Wells Fargo
Bank, N.A. on behalf of the Class A Shares of the Ginnie Mae
Fund, incorporated by reference to Post-Effective Amendment
No. 15 to the Registration Statement, filed May 1, 1995.
9(c)(xviii) - Amended Shareholder Servicing Agreement with Wells Fargo
Bank, N.A. on behalf of the Class A Shares of the Growth and
Income Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
9(c)(xix) - Amended Shareholder Servicing Agreement with Wells Fargo
Bank, N.A. on behalf of the Class A Shares of the U.S.
Government Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
9(c)(xx) - Shareholder Servicing Agreement with Wells Fargo Bank, N.A.
on behalf of the Class A Shares of the Aggressive Growth
Fund, incorporated by reference to Post-Effective Amendment
No. 20 to the Registration Statement, filed February 28,
1996.
C-8
<PAGE>
9(d)(i) - Servicing Plan on behalf of the National Tax-Free Money
Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 17 to the Registration Statement,
filed November 29, 1995.
9(d)(ii) - Servicing Plan on behalf of the Class B Shares of the Asset
Allocation Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
9(d)(iii) - Servicing Plan on behalf of the Class B Shares of the
California Tax-Free Bond Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
9(d)(iv) - Servicing Plan on behalf of the Class B Shares of the
Diversified Income Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
9(d)(v) - Servicing Plan on behalf of the Class B Shares of the Ginnie
Mae Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
9(d)(vi) - Servicing Plan on behalf of the Class B Shares of the Growth
and Income Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
9(d)(vii) - Servicing Plan on behalf of the Class B Shares of the U.S.
Government Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
9(d)(viii) - Servicing Plan on behalf of the Class A Shares of the
Aggressive Growth Fund, incorporated by reference to Post-
Effective Amendment No. 19 to the Registration Statement,
filed December 18, 1995.
9(d)(ix) - Servicing Plan on behalf of the Class B Shares of the
Aggressive Growth Fund, incorporated by reference to Post-
Effective Amendment No. 19 to the Registration Statement,
filed December 18, 1995.
9(d)(x) - Servicing Plan on behalf of the Class B shares of the Index
Allocation Fund, filed September 25, 1997.
9(e)(i) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Class A Shares of the Arizona Tax-Free,
Balanced, Equity Value, Government Money Market Mutual,
Intermediate Bond, International Equity, National Tax-Free,
Oregon Tax-Free, Prime Money Market Mutual, Small Cap and
Treasury Money Market Mutual Funds, incorporated by
reference to Post-Effective Amendment No. 32 to the
Registration Statement, incorporated by reference to Post-
Effective Amendment No. 32 to the Registration Statement,
filed May 30, 1997.
9(e)(ii) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Class B Shares of the Arizona Tax-Free,
Balanced, Equity Value, Intermediate Bond, International
Equity, National Tax-Free, Oregon Tax-Free and Small Cap
Funds, incorporated by reference to Post-Effective Amendment
No. 32 to the Registration Statement, filed May 30, 1997.
C-9
<PAGE>
9(e)(iii) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Institutional Class Shares of the
Aggressive Growth, Arizona Tax-Free, Balanced, California
Tax-Free Bond, California Tax-Free Income, Equity Value,
Ginnie Mae, Growth and Income, Intermediate Bond,
International Equity, Money Market Mutual, National Tax-
Free, Oregon Tax-Free, Prime Money Market Mutual, Short-
Intermediate Government, Small Cap and Treasury Money Market
Mutual Funds, incorporated by reference to Post-Effective
Amendment No. 32 to the Registration Statement, filed May
30, 1997.
9(e)(iv) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Service Class Shares of the Prime Money
Market Mutual and Treasury Money Market Mutual Funds,
incorporated by reference to Post-Effective Amendment No. 25
to the Registration Statement, filed June 17, 1996.
9(e)(v) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Money Market Trust and California Tax-Free
Money Market Trust, incorporated by reference to Post-
Effective Amendment No. 28 to the Registration Statement,
filed December 3, 1996.
9(e)(vi) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Class E Shares of the Treasury Money Market
Mutual Fund, incorporated by reference to Post-Effective
Amendment No. 19 to the Registration Statement, filed
January 23, 1997.
9(e)(vii) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Administrative Class shares of the Prime
Money Market Mutual and Treasury Money Market Mutual Funds,
incorporated by reference to Post-Effective Amendment No. 33
to the Registration Statement, filed August 5, 1997.
9(e)(viii) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Class C shares of the Aggressive Growth,
California Tax-Free Bond, Index Allocation, Ginnie Mae,
National Tax-Free Bond, Small Cap and Variable Rate
Government Funds, incorporated by reference to Post-
Effective Amendment No. 33 to the Registration Statement,
filed August 5, 1997.
9(e)(ix) - Servicing Plan and Form of Shareholder Servicing Agreement
on behalf of the Institutional Class shares of the National
Tax-Free Money Market Mutual Fund, incorporated by reference
to Post-Effective Amendment No. 33 to the Registration
Statement, filed August 5, 1997.
9(f) - Shareholder Administrative Servicing Plan and Form of
Administrative Servicing Agreement on behalf of Class A
shares of Index Allocation and Variable Rate Government
Funds and shares of the Short-Term Government-Corporate
Income and Short-Term Municipal Income Funds, filed
September 25, 1997.
10 - Opinion and Consent of Counsel, filed herewith.
11 - Consent of Independent Auditor, incorporated by reference to
Post-Effective Amendment No. 43 to the Registration
Statement, filed March 30, 1998.
12 - Not Applicable
13 - Investment letter, incorporated by reference to Item 24(b)
of Pre-Effective Amendment No. 1 to the Registration
Statement, filed November 29, 1991.
C-10
<PAGE>
14 - Not Applicable
15(a)(i) - Distribution Plan on behalf of the California Tax-Free Money
Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 2 to the Registration Statement,
filed April 17, 1992.
15(a)(ii) - Distribution Plan on behalf of the Corporate Stock Fund,
incorporated by reference to Post-Effective Amendment No. 2
to the Registration Statement, filed April 17, 1992.
15(a)(iii) - Distribution Plan on behalf of the Money Market Mutual Fund,
incorporated by reference to Post-Effective Amendment No. 3
to the Registration Statement, filed May 1, 1992.
15(a)(iv) - Distribution Plan on behalf of the California Tax-Free
Income Fund, incorporated by reference to Post-Effective
Amendment No. 4 to the Registration Statement, filed
September 10, 1992.
15(a)(v) - Distribution Plan on behalf of the Short-Intermediate U.S.
Government Income Fund, incorporated by reference to Post-
Effective Amendment No. 8 to the Registration Statement,
filed February 10, 1994.
15(a)(vi) - Amended Distribution Plan on behalf of the Class A Shares of
the Asset Allocation Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
15(a)(vii) - Amended Distribution Plan on behalf of the Class A Shares of
the California Tax-Free Bond Fund, incorporated by reference
to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
15(a)(viii) - Amended Distribution Plan on behalf of the Class A Shares of
the Diversified Income Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
15(a)(ix) - Amended Distribution Plan on behalf of the Class A Shares of
the Ginnie Mae Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
15(a)(x) - Amended Distribution Plan on behalf of the Class A Shares of
the Growth and Income Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
15(a)(xi) - Amended Distribution Plan on behalf of the Class A Shares of
the U.S. Government Allocation Fund, incorporated by
reference to Post-Effective Amendment No. 15 to the
Registration Statement, filed May 1, 1995.
15(a)(xii) - Distribution Plan on behalf of the National Tax-Free Money
Market Mutual Fund, incorporated by reference to Post-
Effective Amendment No. 17 to the Registration Statement,
filed November 29, 1995.
15(a)(xiii) - Distribution Plan on behalf of the Class A Shares of the
Aggressive Growth Fund, incorporated by reference to Post-
Effective Amendment No. 19 to the Registration Statement,
filed December 18, 1995.
C-11
<PAGE>
15(a)(xiv) - Distribution Plan on behalf of the California Tax-Free Money
Market Trust, incorporated by reference to Post-Effective
Amendment No. 28 to the Registration Statement, filed
December 3, 1996.
15(a)(xv) - Distribution Plan on behalf of the Class A Shares of the
Arizona Tax-Free, Balanced, Equity Value, Government Money
Market Mutual, Intermediate Bond, International Equity,
National Tax-Free, Oregon Tax-Free, Prime Money Market
Mutual, Small Cap and Treasury Money Market Mutual Funds,
incorporated by reference to Post-Effective Amendment No.
32, filed May 30, 1997.
15(a)(xvi) - Distribution Plan on behalf of the Class A shares of the
Index Allocation and Variable Rate Government Funds and
shares of the Short-Term Government-Corporate Income and
Short-Term Municipal Income Funds, filed September 25, 1997.
15(b)(i) - Distribution Plan on behalf of the Class B Shares of the
Asset Allocation Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
15(b)(ii) - Distribution Plan on behalf of the Class B Shares of the
California Tax-Free Bond Fund, incorporated by reference to
Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
15(b)(iii) - Distribution Plan on behalf of the Class B Shares of the
Diversified Income Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
15(b)(iv) - Distribution Plan on behalf of the Class B Shares of the
Ginnie Mae Fund, incorporated by reference to Post-Effective
Amendment No. 15 to the Registration Statement, filed May 1,
1995.
15(b)(v) - Distribution Plan on behalf of the Class B Shares of the
Growth and Income Fund, incorporated by reference to Post-
Effective Amendment No. 15 to the Registration Statement,
filed May 1, 1995.
15(b)(vi) - Distribution Plan on behalf of the Class B Shares of the
U.S. Government Allocation Fund, incorporated by reference
to Post-Effective Amendment No. 15 to the Registration
Statement, filed May 1, 1995.
15(b)(vii) - Distribution Plan on behalf of the Class B Shares of the
Aggressive Growth Fund, incorporated by reference to Post-
Effective Amendment No. 19 to the Registration Statement,
filed December 18, 1995.
15(b)(viii) - Distribution Plan on behalf of the Class B Shares of the
Arizona Tax-Free, Balanced, Equity Value, Index Allocation,
Intermediate Bond, International Equity, National Tax-Free,
Oregon Tax-Free and Small Cap Funds, incorporated by
reference to Post-Effective Amendment No. 32 to the
Registration Statement, filed May 30, 1997.
15(c) - Distribution Plan on behalf of the Class C Shares of the
Aggressive Growth, California Tax-Free Bond, Index
Allocation, Ginnie Mae, National Tax-Free Bond, Small Cap
and Variable Rate Government Funds, incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement, filed August 5, 1997.
C-12
<PAGE>
15(d) - Distribution Plan on behalf of the Overland Sweep Fund,
filed September 25, 1997.
15(e) - Distribution Plan on behalf of the Class E Shares of the
Treasury Money Market Mutual Fund, incorporated by reference
to Post-Effective Amendment No. 29, filed January 23, 1997.
16 - Schedules for Computation of Performance Data, incorporated
by reference to Post-Effective Amendment No. 15, filed May
1, 1995.
17 - See Exhibit 27.
18 - Rule 18f-3 Multi-Class Plan, as amended, incorporated by
reference to Post-Effective Amendment No. 33 to the
Registration Statement, filed August 5,1997.
19 - Powers of Attorney for R. Greg Feltus, Jack S. Euphrat,
Thomas S. Goho, Joseph N. Hankin, W. Rodney Hughes, Robert
M. Joses and J. Tucker Morse, incorporated by reference to
Post-Effective Amendment No. 32, filed May 30, 1997; Power
of Attorney for Peter G. Gordon, incorporated by reference
to Post-Effective Amendment No. 41, filed January 30, 1998.
27 - Financial Data Schedules for the Overland predecessor
portfolios for the period ended December 31, 1996,
incorporated by reference to the Form N-SAR filed February
9, 1997; Financial Data Schedules for the fiscal period
ended March 31, 1997, incorporated by reference to the Form
N-SAR, filed May 29, 1997.
Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
As of March 1, 1998 the Funds did not directly or indirectly control,
and were not under common control with, any other person or entity.
Item 26. Number of Holders of Securities
-------------------------------
As of February 28, 1998, the number of record holders of each class of
Securities of the Registrant was as follows:
<TABLE>
<CAPTION>
Title of Class Number of Record Holders
-------------- ------------------------
Class A* Class B Class C Institutional
-------- ------- ------- -------------
Class
-----
<S> <C> <C> <C> <C>
Arizona Tax-Free Fund 185 33 N/A 6
Asset Allocation Fund 12,266 10,615 N/A N/A
Balanced Fund 1,657 509 N/A 102
California Tax-Free Bond Fund 10,971 1,670 79 51
</TABLE>
C-13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
California Tax-Free Income Fund 3,069 N/A N/A 8
California Tax-Free Money Market Mutual Fund 8,120 N/A N/A N/A
California Tax-Free Money Market Trust 3 N/A N/A N/A
Diversified Equity Income Fund 12,587 3,688 N/A N/A
Equity Index Fund 2,078 N/A N/A N/A
Equity Value Fund 2,254 4,499 N/A 104
Government Money Market Mutual Fund 133 N/A N/A N/A
Growth Fund 13,384 3,663 N/A 30
Index Allocation Fund 1,427 111 1,065 N/A
International Equity Fund 1,086 2,436 N/A N/A
Intermediate Bond Fund 152 245 N/A 10
Money Market Mutual Fund 5,940 2** N/A N/A
Money Market Trust 5 N/A N/A N/A
National Tax-Free Fund 946 28 144 5
National Tax-Free Money Market Mutual Fund 51 N/A N/A N/A
National Tax-Free Money Market Trust 2 N/A N/A N/A
Oregon Tax-Free Fund 639 70 N/A 9
Overland Express Sweep Fund 4 N/A N/A N/A
Prime Money Market Mutual 361 347*** 696***** 74
Short-Intermediate U.S. Government Income Fund 729 N/A N/A 49
Short-Term Government-Corporate Income Fund 22 N/A N/A N/A
Short-Term Municipal Income Fund 19 N/A N/A N/A
Small Cap Fund 731 1,569 130 13
Strategic Growth Fund 14,309 2,849 1,654 N/A
Treasury Money Market Mutual Fund 216 99*** 2**** 187
144*****
U.S. Government Allocation Fund 1,312 467 N/A N/A
U.S. Government Income Fund 10,948 823 80 67
</TABLE>
C-14
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Variable Rate Government 746 N/A 49 N/A
</TABLE>
* For purposes of this chart, shares of single class Funds are included
under the designation "Class A".
** Designates the number of Class S recordholders.
*** Designates the number of Service Class recordholders.
**** Designates the number of Class E recordholders.
***** Designates the nuber of Administrative Class recordholders.
Item 27. Indemnification
---------------
The following paragraphs of Article VIII of the Registrant's Articles
of Incorporation provide:
(h) The Corporation shall indemnify (1) its Directors and Officers,
whether serving the Corporation or at its request any other entity, to the
full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under
the procedures and to the full extent permitted by law, and (2) its other
employees and agents to such extent as shall be authorized by the Board of
Directors or the Corporation's By-Laws and be permitted by law. The
foregoing rights of indemnification shall not be exclusive of any other
rights to which those seeking indemnification may be entitled. The Board of
Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such By-Laws, resolutions or contracts implementing
such provisions or such further indemnification arrangements as may be
permitted by law. No amendment of these Articles of Incorporation of the
Corporation shall limit or eliminate the right to indemnification provided
hereunder with respect to acts or omissions occurring prior to such amendment
or repeal. Nothing contained herein shall be construed to authorize the
Corporation to indemnify any Director or officer of the Corporation against
any liability to the Corporation or to any holders of securities of the
Corporation to which he is subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his office. Any indemnification by the Corporation shall be
consistent with the requirements of law, including the 1940 Act.
(i) To the fullest extent permitted by Maryland statutory and
decisional law and the 1940 Act, as amended or interpreted, no Director or
officer of the Corporation shall be personally liable to the Corporation or
its stockholders for money damages; provided, however, that nothing herein
shall be construed to protect any Director or officer of the Corporation
against any liability to which such Director or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office. No
amendment, modification or repeal of this Article VIII shall adversely affect
any right or protection of a Director or officer that exists at the time of
such amendment, modification or repeal.
Item 28. Business and Other Connections of Investment Advisor.
----------------------------------------------------
C-15
<PAGE>
Wells Fargo Bank, N.A. ("Wells Fargo Bank"), a wholly owned subsidiary
of Wells Fargo & Company, currently serves as investment advisor to several of
the Registrant's investment portfolios and to certain other registered open-end
management investment companies. Wells Fargo Bank's business is that of a
national banking association with respect to which it conducts a variety of
commercial banking and trust activities.
To the knowledge of Registrant, none of the directors or executive
officers of Wells Fargo Bank, except those set forth below, is or has been at
any time during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
executive officers also hold various positions with and engage in business for
Wells Fargo & Company. Set forth below are the names and principal businesses of
the directors and executive officers of Wells Fargo Bank who are or during the
past two fiscal years have been engaged in any other business, profession,
vocation or employment of a substantial nature for their own account or in the
capacity of director, officer, employee, partner or trustee. All the directors
of Wells Fargo Bank also serve as directors of Wells Fargo & Company.
Name and Position Principal Business(es) and Address(es)
at Wells Fargo Bank During at Least the Last Two Fiscal Years
- -------------------------- -----------------------------------------
H. Jesse Arnelle Senior Partner of Arnelle, Hastie, McGee, Willis &
Director Greene 455 Market Street San Francisco, CA 94105
Director of Armstrong World Industries, Inc.
5037 Patata Street
South Gate, CA 90280
Director of Eastman Chemical Corporation
12805 Busch Place
Santa Fe Springs, CA 90670
Director of FPL Group, Inc.
700 Universe Blvd.
P.O. Box 14000
North Palm Beach, FL 33408
Michael R. Bowlin Chairman of the Board of Directors, Chief Executive
Director Officer, Chief Operating Officer and President of
Atlantic Richfield Co. (ARCO)
Highway 150
Santa Paula, CA 93060
C-16
<PAGE>
Edward Carson Chairman of the Board and Chief Executive Officer of
Director First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071
Director of Aztar Corporation
2390 East Camelback Road Suite 400
Phoenix, AZ 85016
Director of Castle & Cook, Inc.
10900 Wilshire Blvd.
Los Angeles, CA 90024
Director of Terra Industries, Inc.
1321 Mount Pisgah Road
Walnut Creek, CA 94596
William S. Davilla President (Emeritus) and a Director of
Director The Vons Companies, Inc.
618 Michillinda Ave.
Arcadia, CA 91007
Director of Pacific Gas & Electric Company
788 Taylorville Road
Grass Valley, CA 95949
Rayburn S. Dezember Director of CalMat Co.
Director 3200 San Fernando Road
Los Angeles, CA 90065
Director of Tejon Ranch Company
P.O. Box 1000
Lebec, CA 93243
Director of The Bakersfield Californian
1707 I Street
P.O. Box 440
Bakersfield, CA 93302
Trustee of Whittier College
13406 East Philadelphia Ave.
P.O. Box 634
Whittier, CA 90608
Paul Hazen Chairman of the Board of Directors of
Chairman of the Board of Wells Fargo & Company
Directors 420 Montgomery Street
San Francisco, CA 94105
C-17
<PAGE>
Director of Phelps Dodge Corporation
2600 North Central Ave.
Phoenix, AZ 85004
Director of Safeway, Inc.
4th and Jackson Streets
Oakland, CA 94660
Robert K. Jaedicke Professor (Emeritus) of Accounting
Director Graduate School of Business at Stanford University
MBA Admissions Office
Stanford, CA 94305
Director of Bailard Biehl & Kaiser
Real Estate Investment Trust, Inc.
2755 Campus Dr.
San Mateo, CA 94403
Director of Boise Cascade Corporation
1111 West Jefferson Street
P.O. Box 50
Boise, ID 83728
Director of California Water Service Company
1720 North First Street
San Jose, CA 95112
Director of Enron Corporation
1400 Smith Street
Houston, TX 77002
Director of GenCorp, Inc.
175 Ghent Road
Fairlawn, OH 44333
Director of Homestake Mining Company
650 California Street
San Francisco, CA 94108
Thomas L. Lee Chairman and Chief Executive Officer of
Director The Newhall Land and Farming Company
10302 Avenue 7 1-2
Firebaugh, CA 93622
Director of Calmat Co.
501 El Charro Road
Pleasanton, CA 94588
C-18
<PAGE>
Director of First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071
Ellen Newman President of Ellen Newman Associates
Director 323 Geary Street
Suite 507
San Francisco, CA 94102
Chair (Emeritus) of the Board of Trustees
University of California at San Francisco Foundation
250 Executive Park Blvd.
Suite 2000
San Francisco, CA 94143
Director of the California Chamber of Commerce
1201 K Street
12th Floor
Sacremento, CA 95814
Philip J. Quigley Chairman, President and Chief Executive Officer of
Director Pacific Telesis Group
130 Kearney Street Rm. 3700
San Francisco, CA 94108
Carl E. Reichardt Director of Columbia/HCA Healthcare Corporation
Director One Park Plaza
Nashville, TN 37203
Director of Ford Motor Company
The American Road
Dearborn, MI 48121
Director of Newhall Management Corporation
23823 Valencia Blvd.
Valencia, CA 91355
Director of Pacific Gas and Electric Company
77 Beale Street
San Francisco, CA 94105
Retired Chairman of the Board of Directors
and Chief Executive Officer of Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94105
C-19
<PAGE>
Donald B. Rice President and Chief Executive Officer of Teledyne,
Director Inc. 2049 Century Park East
Los Angeles, CA 90067
Retired Secretary of the Air Force
Director of Vulcan Materials Company
One MetroPlex Drive
Birmingham, AL 35209
Richard J. Stegemeier Chairman (Emeritus) of Unocal Corp
Director 44141 Yucca Avenue
Lancaster, CA 93534
Director of Foundation Health Corporation
166 4th
Fort Irwin, CA 92310
Director of Halliburton Company
3600 Lincoln Plaza
500 North Alcard Street
Dallas, TX 75201
Director of Northrop Grumman Corp.
1840 Century Park East
Los Angeles, CA 90067
Director of Outboard Marine Corporation
100 SeaHorse Drive
Waukegan, IL 60085
Director of Pacific Enterprises
555 West Fifth Street
Suite 2900
Los Angeles, CA 90031
Director of First Interstate Bancorp
633 West Fifth Street
Los Angeles, CA 90071
Susan G. Swenson President and Chief Executive Officer of Cellular
Director One 651 Gateway Blvd.
San Francisco, CA 94080
David M. Tellep Retired Chairman of the Board and Chief Executive
Director Officer of Martin Lockheed Corp
6801 Rockledge Drive
Bethesda, MD 20817
C-20
<PAGE>
Director of Edison International
and Southern California Edison Company
2244 Walnut Grove Ave.
Rosemead, CA 91770
Director of First Interstate
633 West Fifth Street
Los Angeles, CA 90071
Chang-Lin Tien Chancellor of the University of California at
Director Berkeley
Director of Raychem Corporation
300 Constitution Drive
Menlo Park, CA 94025
John A. Young President, Chief Executive Officer and Director
Director of Hewlett-Packard Company
3000 Hanover Street
Palo Alto, CA 9434
Director of Chevron Corporation
225 Bush Street
San Francisco, CA 94104
Director of Lucent Technologies
25 John Glenn Drive
Amherst, NY 14228
Director of Novell, Inc.
11300 West Olympic Blvd.
Los Angeles, CA 90064
Director of Shaman Pharmaceuticals Inc.
213 East Grand Ave. South
San Francisco, CA 94080
William F. Zuendt President of Wells Fargo & Company
President 420 Montgomery Street
San Francisco, CA 94105
Director of 3Com Corporation
5400 Bayfront Plaza, P.O. Box 58145
Santa Clara, CA 95052
Director of the California Chamber of Commerce
C-21
<PAGE>
Prior to May 1, 1996, Barclays Global Fund Advisors ("BGFA"), a wholly-
owned subsidiary of Barclays Global Investors, N.A. ("BGI", formerly, Wells
Fargo Institutional Trust Company), served as sub-advisor to the Asset
Allocation, Corporate Stock and U.S. Government Allocation Funds of the Company
and to certain other open-end management investment companies. From May 1, 1996
to December 15, 1997 BGFA BGFA served as sub-advisor to the corresponding Asset
Allocation, U.S. Government Allocation and Corporate Stock Master Portfolios of
Master Investment Trust, in which such funds invested substantially all of their
assets. These Funds currently invest directly in a portfolio of securities and
no longer invest in the Master Portfolios. BGFA currently serves as sub-advisor
to these Funds.
The directors and officers of BGFA consist primarily of persons who
during the past two years have been active in the investment management business
of the former sub-advisor to the Registrant, Wells Fargo Nikko Investment
Advisors ("WFNIA") and, in some cases, the service business of BGI. To the
knowledge of the Registrant, except as set forth below, none of the directors or
executive officers of BGFA is or has been at any time during the past two fiscal
years engaged in any other business, profession, vocation or employment of a
substantial nature.
Name and Position Principal Business(es) During at
at BGFA Least the Last Two Fiscal Years
- ---------------- --------------------------------
Frederick L.A. Grauer Director of BGFA and Co-Chairman and Director of
Director BGI 45 Fremont Street, San Francisco, CA 94105
Patricia Dunn Director of BGFA and C-Chairman and Director of
Director BGI 45 Fremont Street, San Francisco, CA 94105
Lawrence G. Tint Chairman of the Board of Directors of BGFA
Chairman and Director and Chief Executive Officer of BGI
45 Fremont Street, San Francisco, CA 94105
Geoffrey Fletcher Chief Financial Officer of BGFA and BGI since
Chief Financial Officer May 1997 45 Fremont Street, San Francisco,
CA 94105 Managing Director and Principal
Accounting Officer at Bankers Trust Company from
1988 - 1997 505 Market Street, San Francisco, CA
94105
Prior to January 1, 1996 WFNIA served as sub-advisor to the Asset
Allocation, Corporate Stock and U.S. Government Allocation Funds of the Company
and as advisor or sub-advisor to various other open-end management investment
companies.
For additional information, "Organization and Management of the Fund(s)"
in the Prospectuses for the Funds as well as "Management" in the Statements of
Additional Information of such Funds. For information as to the business,
profession, vocation or employment of a substantial nature of each of the
officers and management committees of WFNIA, reference is
C-22
<PAGE>
made to WFNIA's Form ADV and Schedules A and D filed under the Investment
Advisors Act of 1940, File No. 801-36479, incorporated herein by reference.
Item 29. Principal Underwriters.
----------------------
(a) Stephens Inc., distributor for the Registrant, does not presently
act as investment advisor for any other registered investment companies, but
does act as principal underwriter for Life & Annuity Trust, MasterWorks Funds,
Inc. Stagecoach Trust, Nations Fund, Inc., Nations Fund Trust, Nations Fund
Portfolios, Inc., Nations LifeGoal Funds, Inc. and Nations Institutional
Reserves, and is the exclusive placement agent for Managed Series Investment
Trust and Master Investment Portfolio, all of which are registered open-end
management investment companies.
(b) Information with respect to each director and officer of the
principal underwriter is incorporated by reference to Form ADV and Schedules A
and D filed by Stephens Inc. with the Securities and Exchange Commission
pursuant to the Investment Advisors Act of 1940 (file No. 501-15510).
(c) Not applicable.
Item 30. Location of Accounts and Records.
--------------------------------
(a) The Registrant maintains accounts, books and other documents
required by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder (collectively, "Records") at the offices of Stephens Inc., 111 Center
Street, Little Rock, Arkansas 72201.
(b) Wells Fargo Bank maintains all Records relating to its services as
investment advisor, administrator and custodian and transfer and dividend
disbursing agent at 525 Market Street, San Francisco, California 94105.
(c) WFNIA and Wells Fargo Institutional Trust Company, N.A. maintain
all Records relating to their services as sub-advisor and custodian,
respectively, for the period prior to January 1, 1996, at 45 Fremont Street, San
Francisco, California 94105.
(d) BGFA and BGI maintain all Records relating to their services as
sub-advisor and custodian, respectively, for the period beginning January 1,
1996 at 45 Fremont Street, San Francisco, California 94105.
(e) Stephens maintains all Records relating to its services as
sponsor, co-administrator and distributor at 111 Center Street, Little Rock,
Arkansas 72201.
Item 31. Management Services.
-------------------
Other than as set forth under the captions "Organization and
Management of the Fund(s)" in the Prospectuses for the Funds as well as
"Management" in the Statements of
C-23
<PAGE>
Additional Information of such Funds, the Registrant is not a party to any
management-related service contract.
Item 32. Undertakings.
------------
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its most current annual report to
shareholders, upon request and without charge.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions set forth above in response to Item 27, or otherwise,
the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
C-24
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Little Rock, State of
Arkansas on the 16th day of April, 1998.
STAGECOACH FUNDS, INC.
By /s/ Richard H. Blank, Jr.
--------------------------------
Richard H. Blank, Jr.
Secretary and Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement on Form N-1A has been signed below by
the following persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director, Chairman and President
- -------------------------------
(R. Greg Feltus) (Principal Executive Officer)
/s/Richard H. Blank, Jr. Secretary and Treasurer 4/16/98
- -------------------------------
(Richard H. Blank, Jr.) (Principal Financial Officer)
* Director
- -------------------------------
(Jack S. Euphrat)
* Director
- -------------------------------
(Thomas S. Goho)
* Director
- -------------------------------
(Peter G. Gordon)
* Director
- -------------------------------
(Joseph N. Hankin)
* Director
- -------------------------------
(W. Rodney Hughes)
* Director
- -------------------------------
(Tucker Morse)
*By /s/Richard H. Blank, Jr.
---------------------------
Richard H. Blank, Jr.
As Attorney-in-Fact
April 16, 1998
</TABLE>
<PAGE>
STAGECOACH FUNDS, INC.
FILE NOS. 33-42927; 811-6419
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
EX-99.B10 Opinion and Consent of Counsel
</TABLE>
<PAGE>
EXHIBIT 99.B10
[MORRISON & FOERSTER LLP LETTERHEAD]
April 17, 1998
Stagecoach Funds, Inc.
111 Center Street
Little Rock, Arkansas 72201
Re: Shares of Common Stock of
Stagecoach Funds, Inc.
--------------------------------
Ladies/Gentlemen:
We refer to Post-Effective Amendment No. 44 and Amendment No. 45 to the
Registration Statement on Form N-1A (SEC File Nos. 33-42927 and 811-6419) (the
"Registration Statement") of Stagecoach Funds, Inc. (the "Company") relating to
the registration of an indefinite number of shares of common stock of the
International Equity Funds (the "Shares").
We have been requested by the Company to furnish this opinion as Exhibit
10 to the Registration Statement.
We have examined documents relating to the organization of the Company
and its series and the authorization and issuance of shares of its series. We
have also verified with the Company's transfer agent the maximum number of
shares issued by the Company through February 28, 1998.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares by the Company has been duly and
validly authorized by all appropriate corporate action, and assuming delivery by
sale or in accord with the Company's dividend reinvestment plan in accordance
with the description set forth in the Funds' current prospectuses under the
Securities Act of 1933, as amended, the Shares will be legally issued, fully
paid and nonassessable by the Company.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
In addition, we hereby consent to the use of our name and to the
reference to the description of advice rendered by our firm under the heading
"Additional Services and Other Information - Glass-Steagall Act" in the
Prospectus describing the International Equity Fund, which is incorporated by
reference to Post-Effective Amendment No. 43 to the Registration Statement filed
on March 30, 1998.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
---------------------------
MORRISON & FOERSTER LLP
