STAGECOACH FUNDS INC /AK/, DEFS14A, 1999-06-02

STAGECOACH FUNDS INC /AK/
DEFS14A, 1999-06-02

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

STAGECOACH FUNDS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE>

IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS
SOON AS POSSIBLE. FOR YOUR CONVENIENCE, YOU
MAY VOTE BY CALLING THE TOLL-FREE NUMBER PRINTED
ON YOUR PROXY BALLOT 24 HOURS A DAY. IF YOU HAVE
ANY QUESTIONS YOU MAY CALL D.F. KING & CO., INC.
TOLL-FREE AT 1-800-326-3066 FROM 6:00 A.M. TO 7:00 P.M. PACIFIC
TIME. YOU ALSO MAY VOTE BY FAXING YOUR PROXY BALLOT TO
D.F. KING & CO., INC. AT 1-212-269-2796 OR BY INTERNET AT
WWW.PROXYVOTE.COM. A CONFIRMATION OF YOUR TELEPHONE
OR FAXED VOTE WILL BE MAILED TO YOU.

STAGECOACH FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, AR 72201

June 1, 1999

Dear Valued Shareholder:

We are seeking your approval of a proposed reorganization of your Stagecoach
Fund into a new Fund of Wells Fargo Funds Trust. The proposed reorganization is
part of a larger plan to consolidate the Stagecoach Fund family with the Norwest
Advantage Fund family, following last November's merger of Wells Fargo & Company
and Norwest Corporation. In a separate proxy statement, Norwest Advantage Funds
also are seeking approval from their shareholders for this reorganization.

Currently, the Stagecoach fund family and the Norwest Advantage Fund family
are organized in six different legal entities. By consolidating these Fund
families into new entities, we expect to reduce management and administrative
inefficiencies arising from the operation of six separate legal entities. We
also will achieve increased market presence for the new consolidated Fund
family, which we believe will be advantageous for all Fund shareholders.

WELLS FARGO BANK HAS AGREED TO PAY ALL EXPENSES OF THE REORGANIZATION SO
THAT SHAREHOLDERS WILL NOT BEAR THESE COSTS.

THE BOARDS OF DIRECTORS AND TRUSTEES OF THE STAGECOACH AND NORWEST ADVANTAGE
FUNDS HAVE UNANIMOUSLY APPROVED THE REORGANIZATION AND BELIEVE THAT IT IS IN THE
BEST INTERESTS OF SHAREHOLDERS, AND THAT THE INTERESTS OF SHAREHOLDERS WILL NOT
BE DILUTED AS A RESULT OF THE REORGANIZATION. THEY RECOMMEND THAT YOU VOTE FOR
THE PROPOSAL AND APPROVE THE REORGANIZATION BY VOTING YOUR PROXY.

Under the reorganization, each of the Stagecoach Funds listed below will
transfer all of its assets and liabilities to a Wells Fargo Trust Fund with
substantially the same investment objectives and principal investment
strategies. We will refer to these Fund groups as the SC Funds and the WF Funds
and all of them together as the Funds. After the reorganization, SC shareholders
will own the exact number of shares with the same total value in the WF Fund
that they owned in the SC Fund immediately before the reorganization.

WHAT ARE THE BENEFITS OF THE PROPOSED REORGANIZATION?

- The combined Stagecoach and Norwest Advantage Fund family will provide
investors with a fund family with a wider array of investment options and
therefore more choices of available funds.

- The reorganization will be tax-free for all Funds, except for the Treasury
Plus Money Market Fund, and the shareholders of this Fund are not expected
to experience any tax consequences if the reorganization is approved.
<PAGE>
- By reducing the number of legal entities from six to three, the
reorganization will result in operating efficiencies.

- Wells Fargo will pay all of the costs of the reorganization.

You do not need to make any changes to your investments now. We are
confident that you will be pleased with the choices in the new WF Fund family.

Please read the enclosed proxy materials and consider the information
presented. We encourage you to complete and mail your proxy card promptly. No
postage is necessary if you mail it in the United States. You also may send your
proxy to us by fax at 1-212-269-2796, or vote on the internet (http://
www.proxyvote.com), or by calling the toll-free number printed on your proxy
ballot. We encourage you to vote promptly.

Very truly yours,

/s/ R. Greg Feltus
R. Greg Feltus
President
Stagecoach Funds, Inc.

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<PAGE>

ARIZONA TAX-FREE FUND
CALIFORNIA TAX-FREE BOND FUND
CALIFORNIA TAX-FREE INCOME FUND
CALIFORNIA TAX-FREE MONEY MARKET FUND
CALIFORNIA TAX-FREE MONEY MARKET TRUST
CORPORATE BOND FUND
EQUITY INDEX FUND
EQUITY VALUE FUND
INDEX ALLOCATION FUND
INTERNATIONAL EQUITY FUND
MONEY MARKET TRUST
NATIONAL TAX-FREE MONEY MARKET TRUST
OREGON TAX-FREE FUND
OVERLAND EXPRESS SWEEP FUND
STRATEGIC INCOME FUND
TREASURY PLUS MONEY MARKET FUND (A & E shares)
VARIABLE RATE GOVERNMENT FUND

SERIES OF STAGECOACH FUNDS, INC.
111 CENTER STREET
LITTLE ROCK, AR 72201

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 5, 1999

This is the formal agenda for the Funds' special shareholder meeting. It
tells shareholders what matters will be voted on and the time and place of the
meeting.

To the Shareholders of SC Funds, Inc.:

A special meeting of the shareholders will be held on Thursday, August 5,
1999, at 10:00 a.m. (Eastern Time) at the office of Morrison & Foerster LLP,
2000 Pennsylvania Avenue, N.W., Suite 5500, Washington, D.C., to consider the
following:

1. A proposal to approve an Agreement and Plan of Reorganization for the SC
Funds. Under this Agreement, the SC Funds listed above will transfer all
of their assets and liabilities to a newly-created corresponding WF Fund
in exchange for shares of the WF Fund. These shares will be distributed
proportionately to the shareholders of the SC Fund. The WF Fund also
would assume the liabilities of the SC Fund.

2. Any other business that properly comes before the meeting.

Shareholders of record as of the close of business on May 6, 1999 are
entitled to vote at the meeting and any related follow-up meetings.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE THE
ENCLOSED PROXY CARD (VOTING INSTRUCTION CARD) OR VOTE ON THE INTERNET OR BY
TELEPHONE.

By Order of the Board of Directors
Richard H. Blank, Jr.
Secretary

June 1, 1999

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWNED ON THE RECORD DATE.

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<PAGE>
ARIZONA TAX-FREE FUND
CALIFORNIA TAX-FREE BOND FUND
CALIFORNIA TAX-FREE INCOME FUND
CALIFORNIA TAX-FREE MONEY MARKET FUND
CALIFORNIA TAX-FREE MONEY MARKET TRUST
CORPORATE BOND FUND
EQUITY INDEX FUND
EQUITY VALUE FUND
INDEX ALLOCATION FUND
INTERNATIONAL EQUITY FUND
MONEY MARKET TRUST
NATIONAL TAX-FREE MONEY MARKET TRUST
OREGON TAX-FREE FUND
OVERLAND EXPRESS SWEEP FUND
STRATEGIC INCOME FUND
TREASURY PLUS MONEY MARKET FUND (A & E shares)
VARIABLE RATE GOVERNMENT FUND

COMBINED PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS

INTRODUCTION

WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?

On March 25, 1999, the Board of Directors approved a plan to reorganize the
SC Funds into newly created WF Funds with the same investment objectives and
principal investment strategies. The proposed Reorganization is part of a larger
plan to consolidate the Stagecoach Fund family with the Norwest Advantage Fund
family, following last November's merger of Wells Fargo & Company and Norwest
Corporation. This proxy statement contains the information shareholders should
know before voting on the proposed Reorganization.

HOW WILL THE REORGANIZATION WORK?

The Reorganization will have three steps:

- the transfer of the assets of the SC Funds to the corresponding WF Funds
in exchange for shares of the WF Funds of equivalent value to the net
assets transferred;

- the pro rata distribution of the WF Fund's shares to the shareholders of
record of the SC Fund as of the effective date of the Reorganization in
full redemption of those shareholders' shares in the SC Fund; and

- the immediate liquidation and termination of the SC Fund.

As a result of the Reorganization, shareholders of SC Funds will instead own
the same number of shares of the corresponding WF Fund with the same total value
as the shares of the SC Fund that they held immediately before the
Reorganization. If any SC Funds fails to approve the Reorganization, it will not
participate in the Reorganization and it will not be terminated. In such a case,
the SC Fund will continue its operations and its Directors will consider what
further action is appropriate.

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<PAGE>
IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?

Yes, additional information about the SC Funds is available in:

- Prospectuses for the SC and WF Funds;

- Statements of Additional Information, or SAIs, for the SC Funds:

- SC Funds' Annual Reports to shareholders, which contain audited financial
statements for the most recent fiscal year.

All of this information is in documents filed with the Securities and
Exchange Commission. The financial statements contained in the annual reports
are legally deemed to be part of this proxy statement. The reports to
shareholders have been previously mailed to shareholders.

The WF Funds currently are not operating mutual funds nor do they have an
effective prospectus that contains a description of all of the new WF Funds.
They do, however, have a preliminary prospectus and Statement of Additional
Information. These documents are subject to completion and revision before
becoming effective with the SEC.

All of these documents also are available through the SEC's web site at
www.sec.gov. Information about the WF Funds may be found under Wells Fargo Funds
Trust, and information about SC Funds may be found under Stagecoach Funds, Inc.

Shareholders also may obtain copies of all of these documents without charge
by writing to or calling:

Wells Fargo Funds Trust
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-552-9612

There is an Agreement and Plan of Reorganization between the SC Funds and WF
Funds that describes the technical details of how the Reorganization will be
accomplished. Copies of this Agreement and Plan are available without cost by
writing to or calling the address or toll-free number listed above.

It is expected that this Proxy Statement will be mailed to shareholders on
June 1, 1999.

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<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Introduction............................................................................................... 7

Description of the Proposal.............................................................................. 7

The Reasons for the Reorganization....................................................................... 7

The Effects of the Reorganization.......................................................................... 8

Comparison of Business Structures........................................................................ 8

Comparison of Investment Advisors and Advisory Fees...................................................... 9

Modernized and Streamlined Investment Policies and Restrictions.......................................... 10

Comparison of Fees and Expenses.......................................................................... 10

Other Information about the Proposed Reorganization........................................................ 12

Federal Income Tax Consequences.......................................................................... 12

More Information on Proxy Voting......................................................................... 12

Large Shareholders....................................................................................... 13

Matters Incorporated by Reference.......................................................................... 20

EXHIBIT A: Information about the Trustees.................................................................. 21

EXHIBIT B: Fee Tables...................................................................................... 22

EXHIBIT C: Outstanding Shares.............................................................................. 50
</TABLE>

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<PAGE>
INTRODUCTION

The Board of Directors called this shareholder meeting to allow shareholders
to consider and vote on one proposal--the proposed reorganization of the SC
Funds into WF Funds. We shall refer to this as the Reorganization. Although
there is one proposal before shareholders of each Fund, the Reorganization will
result in some common changes to all of the Funds, and will result in some
changes that are limited to a particular Fund. Please be sure to read the entire
proxy statement and the attached exhibits to determine how the Reorganization
will affect your particular Fund before casting your vote.

DESCRIPTION OF THE PROPOSAL

On March 25, 1999, the Board of Directors of the SC Funds unanimously voted
to approve the Reorganization, subject to approval of the Funds' shareholders.
At the shareholder meeting, the shareholders of the SC Funds will be asked to
approve the proposed Reorganization of the SC Funds into corresponding WF Funds.
The Reorganization will include the transfer of all assets and liabilities of
the SC Fund to a corresponding WF Fund. SC shareholders will receive shares in a
comparable class of a WF Fund equal in value to the value of their shares in the
SC Fund immediately before the Reorganization. If approved by shareholders, the
Reorganization is expected to occur in September 1999. The SC Fund will then be
terminated and liquidated.

The investment objectives and principal investment strategies of each Fund
will remain the same. The name of the corresponding WF Fund will remain the
same, except for the Strategic Income Fund, which will be renamed the Income
Plus Fund. The investment policies of the WF Funds differ in some respects from
the SC Fund. These changes are described in general terms below.

THE REASONS FOR THE REORGANIZATION

The Reorganization is part of a larger plan to consolidate the Stagecoach
Fund family with the Norwest Advantage Fund family after the merger of Wells
Fargo & Company and Norwest Corporation in November 1998. To accomplish this
goal, some of the SC and Norwest Advantage Funds are merging together into new
WF Funds. YOUR Fund is NOT being merged with an existing Norwest Advantage Fund.
Rather, your Fund will be reorganized into a WF Fund with the same investment
objectives and principal investment strategies and the same name (except for the
Strategic Income Fund, which will be renamed) as your existing SC Fund.

One of the primary purposes of the Reorganization is to consolidate the
Stagecoach Fund family and the Norwest Advantage Fund family into the new WF
Fund family, which will offer 61 funds. The benefits of consolidating all of the
Funds include:

- eliminating the marketing and management overlap arising from operating
two separate Fund families;

- facilitating more effective marketing and distribution of all Fund shares
by creating one single, recognizable fund family--the WF Fund family;

- providing shareholders with access to an expanded menu of investment
choices, which should benefit all Fund shareholders; and

- reorganizing all of the Stagecoach and Norwest Advantage Funds into three
new legal entities subject to the same state law (instead of six entities
subject to the laws of three different states as currently structured) and
modernizing the governing documents, which can increase operational
efficiencies and may reduce expenses by eliminating duplicative costs,
such as fund compliance and recordkeeping.

The completion of the Reorganization is conditioned upon SC Funds receiving
an opinion that the Reorganization, except for Treasury Plus Money Market Fund,
will be tax-free. ALTHOUGH THE REORGANIZATION

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INVOLVING TREASURY PLUS MONEY MARKET FUND DOES NOT TECHNICALLY QUALIFY AS A
TAX-FREE TRANSACTION, IT IS NOT EXPECTED TO RESULT IN TAX CONSEQUENCES TO
SHAREHOLDERS.

The Reorganization will not result in dilution for any shareholder because
SC shareholders will own the same amount of shares with the same value of the WF
Fund immediately after the Reorganization that they owned in the SC Fund
immediately before the Reorganization.

Wells Fargo also has agreed to pay all of the expenses associated with the
Reorganization, including the cost of soliciting proxies to obtain shareholder
approval.

After considering the expense ratios for the existing SC Fund and the
corresponding WF Fund, and all of the benefits of the proposed Reorganization,
the SC Board unanimously approved the proposed Reorganization and recommended
that you vote to approve the Reorganization by voting FOR the proposal.

THE EFFECTS OF THE REORGANIZATION

The proposed Reorganization will result in some changes that are common to
all of the SC Funds, and establish a new fee structure for each SC Fund. These
changes are listed below, and are discussed in more detail later in the sections
that follow.

- The Reorganization of all of the Funds into a Delaware business trust with
10 Trustees, five of whom currently serve as SC Directors and five of whom
currently serve as Norwest Trustees;

- New arrangements with existing investment advisor and sub-advisors;

- Modernizing and streamlining the fundamental investment policies of the
Funds, and classifying the investment objective of each Fund as a
non-fundamental policy; and

- The creation of a new fee structure.

COMPARISON OF BUSINESS STRUCTURES

Federal securities laws largely govern the way that mutual funds operate,
but they do not cover every aspect of a fund's existence and operation. State
law and each fund's governing documents fill in most of the gaps and can create
additional operational rules and restrictions that funds must follow. Your Fund
is currently organized as a Maryland corporation. The proposed Reorganization
would reorganize your Fund into a new Delaware business trust. The reason for
this change is to have all the Funds of the new WF Fund family organized in the
same manner, and subject to the same state law and governing documents. A
Delaware business trust was chosen because Delaware state business trust law
contains provisions that are well-suited to mutual funds. The "move" to Delaware
would be largely on paper; your Fund would continue to operate as it currently
does.

Generally, under Delaware business trust law, a mutual fund may establish
the way that it will operate in its governing instrument, called a Declaration
of Trust, with few state law requirements or prohibitions. Thus, funds have more
flexibility in their operations and certainty about any operational restrictions
because the restrictions are written into their "tailored" declaration of trust.
The following discussion compares the state law and documents currently
governing your SC Fund with the state law and governing documents that will
apply if it reorganizes as a Delaware business trust. This discussion is not a
comprehensive review of all technical distinctions between the different legal
structures. We simply want you to know how a Delaware business trust compares in
certain key areas to a Maryland corporation--the Funds' current legal structure.

- THE BOARD OF TRUSTEES. Maryland corporations are governed by a Board of
Directors. The new Funds, as part of a business trust, instead have a
Board of Trustees. The powers, responsibilities and fiduciary duties of
Trustees and Directors are substantially similar. The new Board has ten
trustees,

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five of whom currently serve as SC Directors and five of whom currently
serve as Norwest Trustees. A combined Board of SC Directors and Norwest
Trustees should ensure a smooth consolidation of the SC and Norwest Fund
families. A majority of the Trustees are disinterested, which means that
they are independent of the Funds and the Funds' investment adviser and
distributor. Exhibit A contains a brief biography of each Trustee.

- GOVERNING DOCUMENTS AND CHANGES TO THEM. Maryland corporations are
governed by organizational documents called a Charter and By-Laws.
Maryland law generally requires shareholder approval of any change to a
corporation's Charter. Under Delaware law, a fund's Declaration of Trust
may permit amendments without shareholder approval. The WF Funds'
Declaration of Trust would permit the Board to amend it without
shareholder approval unless the federal securities laws expressly require
it.

- ACTIONS OF THE BOARD. Delaware business trusts provide the Board with
more flexibility in how it may meet and decide matters for the Funds.
Maryland corporate law establishes minimum requirements for Boards
including a minimum Board committee quorum requirement consisting of a
majority of the committee. Under Delaware law, there is no restriction on
how the Board may act and the Board may determine these matters if the
Declaration of Trust is drafted to permit them to do so. Unlike the SC
Funds, the WF Declaration gives the board flexibility to decide matters
for the funds.

- SHAREHOLDER VOTING RIGHTS. Under Maryland law, shareholders are entitled
to vote on certain matters, including proposed mergers and
reorganizations, spinning off a series to become a stand-alone Fund,
changing the state of incorporation or organization and amendments to the
corporate charter. Under Delaware law, shareholders are entitled to vote
only on matters if required by the federal securities laws, or under the
Declaration of Trust. The WF Funds' Declaration of Trust would require
shareholder approval of any matter only if required under the federal
securities laws or if the Board decides to submit the matter for
shareholder approval. Some shareholder voting rights will be changed as a
result of the reorganization. For example, shareholders of the WF Funds
will not have the right to vote on reorganizations unless required under
the federal securities laws. Certain shareholder rights, including the
right to call special meetings for the purpose of removing trustees and
the right to vote to remove trustees, will not be affected by the
reorganization. By limiting mandatory shareholder votes to those matters
expressly required under the federal securities laws, the Funds can save
money by not having to schedule special shareholder meetings and solicit
shareholder proxies. Also, when shareholder approval is required, quorum
and minimum voting requirements are less burdensome under Delaware law.
Under Maryland law and the SC Funds' governing documents, an absolute
majority of the outstanding shares must vote to approve a proposal. Under
the WF Funds' Declaration a majority of the shares present at a meeting
may approve a proposal, provided that at least 1/3 of the outstanding
shares are present.

- SHARE CERTIFICATES. Maryland corporations generally issue certificates to
investors upon request. Under Delaware law, funds are not required to
issue certificates. After the Reorganization, WF Funds will not issue
certificates to investors unless the Board decides to do so.

- SHAREHOLDER LIABILITY. Under Maryland law, shareholders are not
personally liable for the debts of the Fund. Delaware law provides the
same protection.

COMPARISON OF INVESTMENT ADVISORS AND ADVISORY FEES

Wells Fargo Bank, a wholly-owned subsidiary of Wells Fargo & Company,
currently serves as the investment advisor to each of the SC Funds AND WILL
CONTINUE TO SERVE AS THE INVESTMENT ADVISOR TO YOUR FUND. Wells Fargo Bank is
located at 525 Market Street, San Francisco, CA 94163. 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. As of December 31, 1998, Wells Fargo and its
affiliates provided advisory services for over $202 billion in assets.

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<PAGE>

Wells Capital Management, Inc. or WCM, a wholly-owned subsidiary of Wells
Fargo Bank, currently serves as investment sub-advisor to all of the SC Funds
covered by this proxy statement, except for the Index Allocation Fund and the
Equity Index Fund. In this capacity, it is responsible for the day-to-day
management activities of those Funds. WCM WILL CONTINUE TO SERVE AS THE
SUB-ADVISOR TO ALL OF THE WF FUNDS, THAT IT CURRENTLY SUBADVISES AND WILL SERVE
AS THE SUB-ADVISOR TO THE EQUITY INDEX FUND. As of December 31, 1998, WCM
provided advisory services for over $39.3 billion in assets.

The Index Allocation Fund and Equity Index Fund currently are sub-advised by
Barclays Global Fund Advisors or BGFA, AND BGFA WILL CONTINUE TO SERVE AS
SUB-ADVISOR FOR THE WF INDEX ALLOCATION FUND. WCM will serve as investment
sub-advisor to the WF Equity Index Fund. BGFA is a wholly-owned subsidiary of
Barclays Global Investors, N.A., or BGI, and an indirect subsidiary of Barclays
Bank PLC. In this capacity, BGFA is responsible for the model that is used to
manage the investment portfolio and selection of securities for the portfolio.
BGFA was created as part of the reorganization of Wells Fargo Nikko Investment
Advisors, a former affiliate of Wells Fargo Bank, and is one of the largest
providers of index portfolio management services. As of December 31, 1998, BGI
provided investment advisory services for $619 billion in assets.

Exhibit B to this Proxy Statement contains tables that compare the current
and proposed fees for each of the Funds, including a comparison of current and
proposed advisory fees, with and without waivers and reimbursements. You should
review the applicable fee information for your particular Fund.

MODERNIZED AND STREAMLINED INVESTMENT POLICIES AND RESTRICTIONS

YOUR FUND'S INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES WILL
NOT CHANGE SUBSTANTIVELY AS A RESULT OF THE REORGANIZATION.

The WF Funds' investment objectives will not be classified as fundamental,
which means that the Board can change them without shareholder approval. By
eliminating the need for shareholder approval, the Funds can better respond to
changing conditions and can save the Funds and their shareholders money by
eliminating the need to solicit proxies to obtain shareholder approval. There is
no current plan to change any investment objectives.

The WF Funds will have fewer "fundamental" investment policies, which can
only be changed with shareholder approval and restrict the Funds' ability to
respond to new developments and changing trends. The WF Funds will have more
modern and streamlined investment policies and restrictions. Investment policies
can limit a portfolio manager from investing in a security that is consistent
with the investment objective and principal investment strategies of a Fund and
otherwise an appropriate investment. The reasons for changing some of these
investment policies are to adopt uniform investment policies for similarly
managed funds in the WF Fund family, to remove restrictions that unnecessarily
hamper a portfolio manager's investment discretion, and to conform the
investment policies of the Funds to the flexibility currently allowed by federal
and state law. The list of "fundamental" policies will be consistent across all
WF Funds (with limited exceptions), which will greatly facilitate compliance and
monitoring activities. Currently, each SC Fund has its own list of fundamental
policies, which results from each Fund being created at a different time in the
SC Funds' history.

COMPARISON OF FEES AND EXPENSES

After the Reorganization, most of the SC Funds, with the largest proportion
of assets and shareholders, are projected to have the same or lower total
operating expense ratios. These projected lower expense ratios take into account
potential savings in fixed and variable expenses resulting from combining the
operations of the SC and Norwest Fund families and renegotiated contract terms
with vendors. Some of the Funds are projected to have higher operating expense
ratios before waivers and reimbursements. These higher expense ratios are due
primarily to the need to price competitively to pay third parties to continue to
provide services to the Funds and their shareholders. These relationships have
been negotiated

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in such a way that the fee declines if Fund assets increase. Wells Fargo, as
investment advisor to WF Funds, is obligated to provide fee waivers or expense
reimbursement to each WF Fund for one year, so that the operating expense ratios
will remain close to current expense ratios. After the one year period, these
fee waivers may be reduced only with the approval of the Board of Trustees.

The following fee table shows the total operating expense ratios before and
after fee waivers and the pro forma total expense ratios of the corresponding WF
Fund.

<TABLE>
<CAPTION>
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TOTAL OPERATING TOTAL OPERATING
EXPENSES EXPENSES
SC FUND/ BEFORE/AFTER WF FUND/ BEFORE/AFTER
SHARE CLASS WAIVERS SHARE CLASS WAIVERS
<S> <C> <C> <C>
ARIZONA TAX-FREE FUND ARIZONA TAX-FREE FUND
Class A 1.68%/0.77% Class A 1.50%/0.77%
Class B 2.62%/1.49% Class B 2.24%/1.52%
Institutional Class 1.55%/0.72% Institutional Class 1.19%/0.60%
CALIFORNIA TAX-FREE BOND FUND CALIFORNIA TAX-FREE BOND FUND
Class A 1.11%/0.77% Class A 0.93%/0.77%
Class B 1.82%/1.47% Class B 1.69%/1.52%
Class C 1.78%/1.47% Class C 1.69%/1.52%
Institutional Class 0.98%/0.77% Institutional Class 0.65%/0.60%
CALIFORNIA TAX-FREE INCOME FUND CALIFORNIA TAX-FREE INCOME FUND
Class A 1.44%/0.75% Class A 1.20%/0.75%
Institutional Class 1.40%/0.72% Institutional Class 0.86%/0.60%
CALIFORNIA TAX-FREE MONEY MARKET CALIFORNIA TAX-FREE MONEY MARKET
FUND FUND
Class A 1.05%/0.65% Class A 0.78%/0.65%
CALIFORNIA TAX-FREE MONEY MARKET CALIFORNIA TAX-FREE MONEY MARKET
TRUST TRUST
Class A 0.85%/0.20% Class A 0.24%/0.20%
CORPORATE BOND FUND CORPORATE BOND FUND
Class A 3.74%/1.00% Class A 1.86%/1.00%
Class B 4.30%/1.75% Class B 2.67%/1.75%
Class C 8.58%/1.75% Class C 2.66%/1.75%
EQUITY INDEX FUND EQUITY INDEX FUND
Class A 0.77%/0.71% Class A 0.85%/0.71%
Class B 1.58%/1.45% Class B 1.61%/1.46%
Class O 0.70%/0.50% Class O 0.70%/0.50%
EQUITY VALUE FUND EQUITY VALUE FUND
Class A 1.18%/1.18% Class A 1.37%/1.18%
Class B 1.83%/1.83% Class B 2.18%/1.93%
Class C 1.83%/1.83% Class C 2.10%/1.93%
Institutional Class 1.08%/1.08% Institutional Class 1.02%/1.00%
INDEX ALLOCATION FUND INDEX ALLOCATION FUND
Class A 1.32%/1.32% Class A 1.34%/1.30%
Class B 4.03%/2.06% Class B 2.24%/2.05%
Class C 2.09%/2.06% Class C 2.12%/2.05%
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------

TOTAL OPERATING TOTAL OPERATING
EXPENSES EXPENSES
SC FUND/ BEFORE/AFTER WF FUND/ BEFORE/AFTER
SHARE CLASS WAIVERS SHARE CLASS WAIVERS
<S> <C> <C> <C>
INTERNATIONAL EQUITY FUND INTERNATIONAL EQUITY FUND
Class A 2.06%/1.75% Class A 2.02%/1.75%
Class B 2.70%/2.40% Class B 2.88%/2.50%
Class C 2.66%/2.40% Class C 2.94%/2.50%
MONEY MARKET TRUST MONEY MARKET TRUST
Institutional Class 0.61%/0.20% Institutional Class 0.20%/0.20%
NATIONAL TAX-FREE MONEY MARKET NATIONAL TAX-FREE MONEY MARKET
TRUST TRUST
Institutional Class 0.63%/0.20% Institutional Class 0.26%/0.20%
OREGON TAX-FREE FUND OREGON TAX-FREE FUND
Class A 1.29%/0.77% Class A 1.16%/0.77%
Class B 2.10%/1.61% Class B 1.91%/1.52%
Institutional Class 1.26%/0.72% Institutional Class 0.87%/0.60%
OVERLAND EXPRESS SWEEP FUND OVERLAND EXPRESS SWEEP FUND
Institutional Class 1.26%/1.25% Institutional Class 1.25%/1.25%
STRATEGIC INCOME FUND INCOME PLUS FUND
Class A 1.40%/1.10% Class A 1.56%/1.10%
Class B 2.10%/1.85% Class B 2.35%/1.85%
Class C 2.10%/1.85% Class C 2.32%/1.85%
TREASURY PLUS MONEY MARKET FUND TREASURY PLUS MONEY MARKET FUND
Class A 0.85%/0.65% Class A 0.81%/0.65%
Class E 0.84%/0.65%
VARIABLE RATE GOVERNMENT FUND VARIABLE RATE GOVERNMENT FUND
Class A 1.11%/0.78% Class A 1.04%/0.78%
</TABLE>

Exhibit B contains comparative fee tables for each SC Fund that contains
more information about expenses, both before and after waivers and
reimbursements. You should consult the table for your Fund to see if there are
proposed changes to the expense levels for your Fund and the amount of any
change.

OTHER INFORMATION ABOUT THE PROPOSED REORGANIZATION

FEDERAL INCOME TAX CONSEQUENCES

The completion of this Reorganization is subject to the condition that the
SC Funds receive an opinion from KPMG LLP that the Reorganization, except for
Treasury Plus Money Market Fund, will not result in the recognition of gain or
loss for federal income tax purposes by the Funds under Sections 361 and 1032 of
the Internal Revenue Code of 1986, or by the Funds' shareholders under Section
354 of the Code. For Treasury Plus Money Market Fund, the Reorganization will
not be a tax-free transaction because to qualify as a "tax-free" reorganization
under Section 368(a) of the Code, a fund must transfer substantially all of its
assets to a single Fund. THE REORGANIZATION OF TREASURY PLUS MONEY MARKET FUND,
HOWEVER, IS NOT EXPECTED TO RESULT IN TAX CONSEQUENCES TO SHAREHOLDERS.

MORE INFORMATION ON PROXY VOTING

Shareholders of all the SC Funds who own shares on May 6, 1999 are eligible
to vote on the proposed Reorganization. Shareholders are entitled to cast one
vote for each Fund share owned on the record date.

12
<PAGE>

You may vote in one of five ways. You may complete and sign the enclosed
proxy card and either mail it to us in the enclosed prepaid return envelope (if
mailed in the United States) or fax it to us at 1-212-269-2796. You may vote on
the internet by going to http://www.proxyvote.com and following the
instructions. You also can vote by calling the toll-free number printed on your
proxy ballot. To vote via the Internet or telephone you will need the "control
number" that appears on your proxy card. Last, you may vote in person by
attending the special meeting.

Any shareholder may revoke a proxy once the proxy is given. A shareholder
desiring to revoke a proxy must either submit to the appropriate SC Fund a later
dated proxy, deliver to the SC Fund a written notice of revocation, or otherwise
give written notice of revocation in person at the meeting. All properly
executed proxies received in time for the meeting will be voted as specified in
the proxy, or, if no specification is made, FOR the proposal.

In order to proceed with the Reorganization, an absolute majority (at least
50.1%) of the outstanding shares of each affected Fund and an absolute majority
(at least 50.1%) of the outstanding shares of the entire company must vote to
approve the Reorganization. Exhibit C contains a table that lists the total
number of outstanding shares of each class of the SC Funds eligible to vote on
the proposal.

The election inspectors will count your vote at the meeting, if cast in
person or by proxy. The election inspectors will count:

- votes cast "for" the proposal to determine whether sufficient affirmative
votes have been cast; and

- abstentions and broker non-votes of shares to determine whether a quorum
is present at the meeting, but will not count abstentions or broker
non-votes to determine whether the proposal has been approved.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker lacks discretionary
voting authority.

The Directors know of no matters other than the proposal regarding the
Reorganization that will be brought before the meeting. If, however, any other
matters properly come before the meeting, it is the Directors' intention that
proxies will be voted on such matters based on the judgment of the persons named
in the enclosed form of proxy.

In addition to the solicitation of proxies by mail or expedited delivery
service, the Board of Directors of SC Funds and employees and agents of D.F.
King & Co., Inc. may solicit proxies in person or by telephone. Wells Fargo Bank
will reimburse upon request persons holding shares as nominees for their
reasonable expenses in sending soliciting materials to their principals. The SC
Funds have engaged the proxy solicitation firm of D.F. King & Co., Inc. which,
for its solicitation services, will receive a fee from Wells Fargo Bank
estimated at $20,000 and reimbursement of out-of-pocket expenses estimated at
$155,000.

LARGE SHAREHOLDERS

The federal securities laws require that we include information about
shareholders that own 5% or more of the outstanding shares of any of the Funds.

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
Arizona Tax-Free Fund HEP & CO Class A 6.72% 0.60%
C/O WELLS FARGO BANK Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91327
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
DONNA MARIE BROWN Class A 5.73% 0.51%
P.O. BOX 2450 Record Holder
PINE TOP AZ 85935-2450

DEAN WITTER FOR THE BENEFIT OF JUDITH A Class A 6.21% 0.56%
HUTCHINGS TTEE OF THE Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

Arizona Tax-Free Fund DEAN WITTER FOR THE BENEFIT OF ROBERT C BUNDY Class B 13.57% 1.28%
390 S PALO VERDE DR P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF GWEN Class B 5.63% 0.53%
MINTON-FOSTER AKA GWENDOLEN MINTON Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF FRANK V HORALEK Class B 8.22% 0.77%
& Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

STEVEN W WINTER 3741 E LELAND ST Class B 6.51% 0.61%
MESA, AZ 85215 Record Holder

DEAN WITTER FOR THE BENEFIT OF WALTER J Class B 6.77% 0.64%
MARSHALL TTEE OF THE Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

Arizona Tax-Free Fund VIRG & CO Class I 95.28% 56.31%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

California Tax-Free MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS Class C 10.23% 0.29%
Bond Fund ATTN: MUTUAL FUND ADMINISTRATION Record Holder
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246

DEAN WITTER FOR THE BENEFIT OF ANTHONY R GANGI Class C 5.09% 0.14%
JR AND MARIE A GANGI TRUSTEES OF THE Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

California Tax-Free DIM & CO Class I 61.76% 7.15%
Bond Fund ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
VIRG & CO Class I 5.54% 0.64%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

HEP & CO Class I 5.66% 0.66%
ATTN: MF DEPT. A88-4 Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91302

DONALD GEORGE HUNT TRUST FOR DONALD G HUNT Class I 20.01% 2.32%
LIVING TRUST DD 04/12/95 Record Holder
15200 MANSEL AVE.
LAWNDALE CA 90260

California Tax-Free VIRG & CO. Class A 6.90% 5.84%
Income Fund C/O WELLS FARGO BANK Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91372

California Tax-Free DIM & CO Class I 48.18% 7.40%
Income Fund ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

VIRG & CO Class I 21.99% 3.38%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

HEP & CO Class I 26.74% 4.11%
ATTN: MF DEPT. A88-4 Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91302

California Tax-Free WELLS FARGO BANK FBO MONEY MARKET CHECKING Class A 75.40% 75.40%
Money Market Fund OMNIBUS ACCT Record Holder
P.O. BOX 7066
SAN FRANCISCO CA 94120

VIRG & CO Class A 8.67% 8.67%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

DEAN WITTER REYNOLDS Class A 5.32% 5.32%
FBO WELLS FARGO SECURITIES INC Record Holder
5 WORLD TRADE CENTER
6TH FLOOR
NEW YORK NY 10048

California Tax-Free VIRG & CO Trust 94.92% 94.92%
Money Market Trust ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

Corporate Bond Fund CAPITOL FLEA MARKET Class A 7.90% 2.46%
2834 CAMINO DEL REY Record Holder
SAN JOSE CA 95132-2218

VIRG & CO. Class A 22.29% 6.93%
C/O WELLS FARGO BANK Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91372
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
Corporate Bond Fund DEAN WITTER FOR THE BENEFIT OF ALLADIN NURSERY Class C 16.93% 1.97%
& FLORIST EMPLOYEES Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR HARRY C HARDY Class C 5.60% 0.26%
P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF DEBASHISH Class C 6.65% 0.30%
MUKHAPADHYAY Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

Equity Index Fund WELLS FARGO BANK Class A 85.19% 79.16%
FBO RETIREMENT PLANS OMNIBUS Record Holder
P.O. BOX 63015
SAN FRANCISCO CA 94163

Equity Value Fund WELLS FARGO BANK Class A 13.48% 1.84%
FBO RETIREMENT PLANS OMNIBUS Record Holder
P.O. BOX 63015
SAN FRANCISCO CA 94163

Equity Value Fund DEAN WITTER FOR THE BENEFIT OF JOHN J & HAZEL M Class C 6.27% 0.03%
SEMONI TTEES FOR T Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR WILLIAM C Class C 5.50% 0.02%
BARRETTE Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR STEVE F TOGNOLI Class C 11.08% 0.05%
P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF JOHN T DOUGLAS Class C 14.20% 0.06%
JR TTEE Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF RICK VANGELISTI Class C 7.70% 0.03%
P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

Equity Value Fund WELLS FARGO BANK, TTEE CHOICEMASTER Class I 18.76% 10.56%
ATTN: MUTUAL FUNDS A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
DIM & CO Class I 43.39% 24.42%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

VIRG & CO Class I 11.94% 6.72%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

HEP & CO Class I 20.34% 11.45%
ATTN: MF DEPT. A88-4 Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91302

Index Allocation Fund MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS Class A 11.66% 6.71%
ATTN: MUTUAL FUND ADMINISTRATION Record Holder
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246

CHARLES SCHWAB & CO INC SPECIAL CUSTODY Class A 5.51% 3.71%
A/C FOR BENEFIT OF CUSTOMERS-- REINVEST Record Holder
ATTN: MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104

Index Allocation Fund MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS Class C 22.79% 7.98%
ATTN: MUTUAL FUND ADMINISTRATION Record Holder
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246

International Equity VIRG & CO. Class A 35.04% 15.30%
Fund C/O WELLS FARGO BANK Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91372

HEP & CO Class A 8.31% 3.63%
C/O WELLS FARGO BANK Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91327

DIM & CO Class A 7.76% 3.39%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372

International Equity DEAN WITTER FOR THE BENEFIT OF JOSEPH J HOFFMAN Class C 7.20% 0.04%
Fund & SHIRLEY HOFFMAN TTEES OF Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR WILLIAM C Class C 8.26% 0.05%
BARRETTE Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
DEAN WITTER FOR THE BENEFIT OF TOM L COOK & Class C 8.78% 0.05%
P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR BONNIE V HEYWOOD Class C 17.94% 0.10%
P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF JANICE M EHLY & Class C 14.25% 0.08%
P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

Money Market Trust VIRG & CO Class A 97.81% 97.81%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
MUTUAL FUNDS MAC-9139-027
CALABASAS CA 91302-9800

National Tax-Free MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS Class A 10.53% 6.26%
Fund ATTN: MUTUAL FUND ADMINISTRATION Record Holder
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246

National Tax-Free DEAN WITTER FOR THE BENEFIT OF RUTH DINES TTEE Class B 7.26% 0.65%
Fund FBO Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

National Tax-Free MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS Class C 36.23% 5.66%
Fund ATTN: MUTUAL FUND ADMINISTRATION Record Holder
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246

NFSC FEBO # CL5-551392 LAWRENCE E. SIRNA TRUST Class C 9.39% 1.47%
YOLANDA SIRNA TTEE U/A 04/02/97 Record Holder
2228 SWEDISH DRIVE APT 16 CLEARWATER FL 34623

National Tax-Free DIM & CO Class I 7.00% 1.11%
Fund ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

VIRG & CO Class I 63.12% 10.02%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

HEP & CO Class I 29.38% 4.66%
ATTN: MF DEPT. A88-4 Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91302
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
Oregon Tax-Free Fund VIRG & CO Class I 54.38% 7.22%
ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

HEP & CO Class I 25.04% 3.33%
ATTN: MF DEPT. A88-4 Record Holder
P.O. BOX 9800 MAC 9139-027
CALABASAS CA 91302

WELLS FARGO BANK CUSTODIAN FBO F.W. TEMPLE & Class I 11.60% 1.54%
GARY TEMPLE TRUST Record Holder
MF 2141-028 A/C#216074
P.O. BOX 9800
CALABASAS CA 91372

Overland Express WFB - WHOLESALE SWEEP Class A 100.00% 100.00%
Sweep Fund 3440 WALNUT AVE BUILDING B Record Holder
ATTN: MIMI JOHNSON MAC 0247-018
FREMONT CA 94538-2210

Strategic Income Fund DEAN WITTER FOR THE BENEFIT OF US ALLIANCE Class A 11.66% 2.64%
INVESTORS INC. Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

Strategic Income Fund DEAN WITTER FOR THE BENEFIT OF JUNIEN R Class C 11.33% 0.74%
GALLAREAD CUSTODIAN FBO P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR JEAN BAKER Class C 5.76% 0.37%
P.O. BOX 250 Record Holder
CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF ROBERT M Class C 5.46% 0.35%
ANDERSON & Record Holder
P.O. BOX 250
CHURCH STREET STATION
NEW YORK, NY 10008-0250

Treasury Plus Money VIRG & CO Class A 25.72% 4.77%
Market Fund ATTN: MF DEPT A88-4 Record Holder
P.O. BOX 9800
CALABASAS CA 91372-0800

DEAN WITTER REYNOLDS Class A 16.08% 2.98%
FBO WELLS FARGO SECURITIES INC Record Holder
5 WORLD TRADE CENTER
6TH FLOOR
NEW YORK NY 10048

WFB - WHOLESALE SWEEP Class A 52.15% 9.67%
3440 WALNUT AVE BUILDING B Record Holder
ATTN: MIMI JOHNSON MAC 0247-018
FREMONT CA 94538-2210
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- --------------------- ----------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
Treasury Plus Money HARE & CO. Class E 100.00% 20.53%
Market Fund BANK OF NEW YORK Record Holder
ONE WALL STREET, 2ND FLOOR
ATTN: STIF/MASTER NOTE
NEW YORK NY 10005-2501

Variable Rate MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS Class A 7.63% 7.63%
Government Fund ATTN: MUTUAL FUND ADMINISTRATION Record Holder
4800 DEER LAKE DRIVE EAST, 3RD FLOOR
JACKSONVILLE FL 32246

VISIONS FEDERAL CREDIT UNION Class A 5.32% 5.32%
24 MCKINLEY AVE Record Holder
ENDICOTT NY 13760

CITIZENS EQUITY Class A 7.15% 7.15%
P.O. BOX 1715 Record Holder
ATTN: PETE JAIN VP
PEORIA IL 61656-1715

MID-ATLANTIC FCU Class A 6.58% 6.58%
P.O. BOX 8990 Record Holder
GAITHERSBURG MD 20898-8990

APCO EMPLOYEES CREDIT UNION Class A 19.65% 19.65%
1608 7TH AVE NO Record Holder
BIRMINGHAM AL 35203
</TABLE>

MATTERS INCORPORATED BY REFERENCE

The SC Funds' audited financial statements for the most recent fiscal year,
which are included in the Funds' Annual Reports to Shareholders, are
incorporated by reference in this proxy statement. Representatives of KPMG LLP,
the SC Funds' independent auditors, will be at the meeting to answer questions.

20
<PAGE>
EXHIBIT A
INFORMATION ABOUT THE TRUSTEES

<TABLE>
<CAPTION>
NAME AGE OCCUPATION
- ------------------------- --- ------------------------------------------------------------------------------
<S> <C> <C>
Robert C. Brown 67 Board member of the Norwest Advantage Fund family since 1992; member of the
Valuation Board Committee. Director, Federal Farm Credit Banks Funding
Corporation and Farm Credit System Financial Assistance Corporation since
February 1993. Prior thereto, he was Manager of Capital Markets Group, Norwest
Corporation, until 1991. Lives in Sarasota, Florida.
Donald H. Burkhardt 72 Board member of the Norwest Advantage Fund family since 1992; Chairman of the
Audit Board Committee and member of the Nominating Board Committee. Principal
of the Burkhardt Law Firm. Lives in Denver, Colorado.
Jack S. Euphrat 76 Board member of SC Funds since its inception in 1991; member of the Audit and
Nominating Committees. Private Investor. Lives in Atherton, California.
Thomas S. Goho 57 Board member of SC Funds since its inception in 1991; Chairman of the
Nominating Committee and member of the Audit Committee. Associate Professor of
Finance of the School of Business and Accounting at Wake Forest University
since 1982. Lives in Winston-Salem, North Carolina.
Peter G. Gordon 56 Board member of SC Funds since 1998; Chairman of the Audit Committee and
member of the Nominating Committee. Chairman and Co-Founder of Crystal Geyser
Water Company and President of Crystal Geyser Roxane Water Company since 1977.
Lives in Mill Valley, California.
W. Rodney Hughes 72 Board member of SC Funds since its inception in 1991. Private investor. Lives
in San Rafael, California.
Richard M. Leach 65 Board member of the Norwest Advantage Fund family since inception; member of
the Audit and Nominating Committees. President of Richard M. Leach Associates
(a financial consulting firm) since 1992. Prior thereto, he was Senior Adviser
of Taylor Investments (a registered investment adviser).
J. Tucker Morse 54 Board member of SC Funds since its inception in 1991. Chairman of Home Account
Network, Inc.; Chairman of Renaissance Properties Ltd.; President of Morse
Investment Corporation; Co-Managing Partner of Main Street Ventures. Lives in
Charleston, South Carolina.
Timothy J. Penny 46 Board member of the Norwest Advantage Fund family since 1995; member of the
Nominating and Audit Board Committees. Senior Counsel to the public relations
firm of Himle-Horner since January 1995 and Senior Fellow at the Humphrey
Institute, Minneapolis, Minnesota (a public policy organization) since January
1995. Prior thereto, he was Representative to the United States Congress from
Minnesota's First Congressional District. Lives in Waseca, Minnesota.
Donald C. Willeke 58 Board member of the Norwest Advantage Fund family since 1995; member of the
Nominating and Audit Board Committees. Principal of the law firm of Willeke &
Daniels. Lives in Minneapolis, Minnesota.
</TABLE>

21
<PAGE>
EXHIBIT B
FEE TABLES

These tables describe the fees and expenses that you may pay if you buy and
hold shares of a Fund. The examples are intended to help you compare the costs
of investing in the Funds with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
WF
STAGECOACH AZ TAX-FREE
AZ TAX-FREE BOND
BOND PRO FORMA
----------- -----------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases (as a percentage of
offering price)..................... 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.05% 0.00%
Other expenses.......................... 1.13% 1.10%
Total Annual Fund Operating Expenses
(Gross)............................... 1.68% 1.50%
Waiver.................................. 0.91%(1) 0.73%(2)
Net Annual Fund Operating Expenses...... 0.77% 0.77%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 1.37% 1.09%
Total Annual Fund Operating Expenses
(Gross)............................... 2.62% 2.24%
Waiver.................................. 1.13%(1) 0.72%(2)
Net Annual Fund Operating Expenses...... 1.49% 1.52%
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH AZ TAX-FREE
AZ TAX-FREE BOND
BOND PRO FORMA
----------- -----------
CLASS I
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 1.05% 0.79%
Total Annual Fund Operating
Expenses(Gross)....................... 1.55% 1.19%
Waiver.................................. 0.83%(1) 0.59%(2)
Net Annual Fund Operating Expenses...... 0.72% 0.60%
</TABLE>

- ------------------------

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of the Board of Trustees.

EXAMPLE OF EXPENSES:

You would pay the following expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, and that you redeem your shares at the end of each period. Your actual
costs may be higher or lower than those shown.

<TABLE>
<CAPTION>
WF
STAGECOACH AZ TAX-FREE
AZ TAX-FREE BOND
BOND PRO FORMA
------------ ------------

<S> <C> <C>
CLASS A
One Year................................ $ 525 $ 525
Three Year.............................. $ 871 $ 834
Five Year............................... $1,240 $1,165
Ten Year................................ $2,275 $2,100

CLASS B
One Year................................ $ 652 $ 655
Three Year.............................. $1,007 $ 931
Five Year............................... $1,489 $1,334
Ten Year................................ $2,531 $2,243

CLASS I
One Year................................ $ 74 $ 61
Three Year.............................. $ 408 $ 319
Five Year............................... $ 766 $ 597
Ten Year................................ $1,775 $1,391
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH CA TAX-FREE
CA TAX-FREE BOND
BOND PRO FORMA
----------- -----------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.05% 0.00%
Other expenses.......................... 0.56% 0.53%
Total Annual Fund Operating Expenses
(Gross)............................... 1.11% 0.93%
Waiver.................................. 0.34%(1) 0.16%(2)
Net Annual Fund Operating Expenses...... 0.77% 0.77%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.70% 0.75%
Other expenses.......................... 0.62% 0.54%
Total Annual Fund Operating Expenses
(Gross)............................... 1.82% 1.69%
Waiver.................................. 0.35%(1) 0.17%(2)
Net Annual Fund Operating Expenses...... 1.47% 1.52%
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH CA TAX-FREE
CA TAX-FREE BOND
BOND PRO FORMA
----------- -----------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.53% 0.54%
Total Annual Fund Operating Expenses
(Gross)............................... 1.78% 1.69%
Waiver.................................. 0.31%(1) 0.17%(2)
Net Annual Fund Operating Expenses...... 1.47% 1.52%

CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.48% 0.25%
Total Annual Fund Operating Expenses
(Gross)............................... 0.98% 0.65%
Waiver.................................. 0.21%(1) 0.05%(2)
Net Annual Fund Operating Expenses...... 0.77% 0.60%
</TABLE>

- ------------------------

25
<PAGE>
EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
STAGECOACH WF
CA TAX-FREE CA TAX-FREE
BOND BOND
------------ ------------

<S> <C> <C>
CLASS A
One Year................................ $ 525 $ 525
Three Year.............................. $ 755 $ 718
Five Year............................... $1,003 $ 927
Ten Year................................ $1,712 $1,528

CLASS B
One Year................................ $ 650 $ 655
Three Year.............................. $ 839 $ 816
Five Year............................... $1,153 $1,102
Ten Year................................ $1,834 $1,686

CLASS C
One Year................................ $ 250 $ 255
Three Year.............................. $ 530 $ 516
Five Year............................... $ 936 $ 902
Ten Year................................ $2,069 $1,984

CLASS I
One Year................................ $ 79 $ 61
Three Year.............................. $ 291 $ 203
Five Year............................... $ 521 $ 357
Ten Year................................ $1,182 $ 806
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH CALIFORNIA
CALIFORNIA TAX-FREE INCOME
TAX-FREE INCOME PRO FORMA
--------------- ---------------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.05% 0.00%
Other expenses.......................... 0.89% 0.80%
Total Annual Fund Operating Expenses
(Gross)............................... 1.44% 1.20%
Waiver.................................. 0.69%(1) 0.45%(2)
Net Annual Fund Operating Expenses...... 0.75% 0.75%

CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.90% 0.46%
Total Annual Fund Operating Expenses
(Gross)............................... 1.40% 0.86%
Waiver.................................. 0.68%(1) 0.26%(2)
Net Annual Fund Operating Expenses...... 0.72% 0.60%
</TABLE>

- ------------------------

(1) Fee waiver is voluntary and may be reduced or eliminated at any time
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of the Board of Trustees.

27
<PAGE>
EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH CALIFORNIA
CALIFORNIA TAX-FREE INCOME
TAX-FREE INCOME PRO FORMA
---------------- ----------------

<S> <C> <C>
CLASS A
One Year................................ $ 523 $ 523
Three Year.............................. $ 820 $ 771
Five Year............................... $1,139 $1,039
Ten Year................................ $2,040 $1,801

CLASS I
One Year................................ $ 74 $ 61
Three Year.............................. $ 376 $ 248
Five Year............................... $ 701 $ 451
Ten Year................................ $1,621 $1,037
</TABLE>

<TABLE>
<CAPTION>
WF
STAGECOACH CALIFORNIA
CALIFORNIA TAX-FREE MONEY
TAX-FREE MONEY MARKET
MARKET PRO FORMA
-------------- --------------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.50% 0.30%
Distribution (Rule 12b-1) fee........... 0.05% 0.00%
Other expenses.......................... 0.50% 0.48%
Total Annual Fund Operating Expenses
(Gross)............................... 1.05% 0.78%
Waiver.................................. 0.40%(1) 0.13%(2)
Net Annual Fund Operating Expenses...... 0.65% 0.65%
</TABLE>

- ------------------------

28
<PAGE>
EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH CALIFORNIA
CALIFORNIA TAX-FREE MONEY
TAX-FREE MONEY MARKET
MARKET PRO FORMA
--------------- ---------------

<S> <C> <C>
CLASS A
One Year................................ $ 66 $ 66
Three Year.............................. $ 294 $236
Five Year............................... $ 541 $420
Ten Year................................ $1,246 $954
</TABLE>

<TABLE>
<CAPTION>
WF
STAGECOACH CA TAX-FREE
CA TAX-FREE MONEY MARKET
MONEY MARKET TRUST
TRUST PRO FORMA
------------ ------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.50% 0.00%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.35% 0.24%
Total Annual Fund Operating Expenses
(Gross)............................... 0.85% 0.24%
Waiver.................................. 0.65%(1) 0.04%(2)
Net Annual Fund Operating Expenses...... 0.20% 0.20%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH CA TAX-FREE
CA TAX-FREE MONEY MARKET
MONEY MARKET TRUST
TRUST PRO FORMA
------------- -------------
<S> <C> <C>
One Year................................ $ 20 $ 20
Three Year.............................. $206 $ 73
Five Year............................... $407 $131
Ten Year................................ $989 $302
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH CORPORATE
CORPORATE BOND
BOND PRO FORMA
---------- ----------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load)
on Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.50%
Distribution (Rule 12b-1) fee........... 0.05% 0.00%
Other expenses.......................... 3.19% 1.36%
Total Annual Fund Operating
Expenses(Gross)....................... 3.74% 1.86%
Waiver.................................. 2.74%(1) 0.86%(2)
Net Annual Fund Operating Expenses...... 1.00% 1.00%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of the
redemption)........................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.50%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 3.05% 1.42%
Total Annual Fund Operating
Expenses(Gross)....................... 4.30% 2.67%
Waiver.................................. 2.55%(1) 0.92%(2)
Net Annual Fund Operating Expenses...... 1.75% 1.75%
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH CORPORATE
CORPORATE BOND
BOND PRO FORMA
---------- ----------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.50%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 7.33% 1.41%
Total Annual Fund Operating
Expenses(Gross)....................... 8.58% 2.66%
Waiver.................................. 6.83%(1) 0.91%(2)
Net Annual Fund Operating Expenses...... 1.75% 1.75%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH CORPORATE BOND
CORPORATE BOND PRO FORMA
--------------- ---------------

<S> <C> <C>
CLASS A
One Year................................ $ 547 $ 547
Three Year.............................. $1,300 $ 929
Five Year............................... $2,071 $1,334
Ten Year................................ $4,086 $2,465

CLASS B
One Year................................ $ 678 $ 678
Three Year.............................. $1,372 $1,042
Five Year............................... $2,179 $1,533
Ten Year................................ $4,129 $2,645

CLASS C
One Year................................ $ 278 $ 278
Three Year.............................. $1,887 $ 740
Five Year............................... $3,475 $1,329
Ten Year................................ $6,976 $2,926
</TABLE>

31
<PAGE>

These tables describe the fees and expenses that you may pay if you buy and hold
shares of a Fund. The examples are intended to help you compare the costs of
investing in the Funds with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
WF
STAGECOACH EQUITY
EQUITY INDEX
INDEX PRO FORMA
---------- ----------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management Fee.......................... 0.25% 0.25%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.52% 0.60%
Total Annual Fund Operating
Expenses(Gross)....................... 0.77% 0.85%
Waiver.................................. 0.06%(1) 0.14%(2)
Net Annual Fund Operating Expenses...... 0.71% 0.71%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.25% 0.25%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.58% 0.61%
Total Annual Fund Operating
Expenses(Gross)....................... 1.58% 1.61%
Waiver.................................. 0.13%(1) 0.15%(2)
Net Annual Fund Operating Expenses...... 1.45% 1.46%
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH EQUITY
EQUITY INDEX
INDEX PRO FORMA
---------- ----------
CLASS O
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.25% 0.25%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.40% 0.43%
Total Annual Fund Operating
Expenses(Gross)....................... 0.65% 0.68%
Waiver.................................. 0.15%(1) 0.18%(2)
Net Annual Fund Operating Expenses...... 0.50% 0.50%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH EQUITY
EQUITY INDEX
INDEX PRO FORMA
----------- ----------

<S> <C> <C>
CLASS A
One Year................................ $ 643 $ 643
Three Year.............................. $ 801 $ 817
Five Year............................... $ 973 $1,006
Ten Year................................ $1,469 $1,551

CLASS B
One Year................................ $ 648 $ 649
Three Year.............................. $ 786 $ 793
Five Year............................... $1,048 $1,062
Ten Year................................ $1,547 $1,599

CLASS O
One Year................................ $ 51 $ 51
Three Year.............................. $ 193 $ 199
Five Year............................... $ 347 $ 361
Ten Year................................ $ 796 $ 830
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
EQUITY EQUITY VALUE
VALUE PRO FORMA
----------- -------------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases(as a percentage of
offering price)..................... 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.75%
Distribution (Rule 12b-1 fee)........... 0.10% 0.00%
Other expenses.......................... 0.58% 0.62%
Total Annual Fund Operating
Expenses(Gross)....................... 1.18% 1.37%
Waiver.................................. 0.00%(1) 0.19%(2)
Net Annual Fund Operating Expenses...... 1.18% 1.18%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.50% 0.75%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.58% 0.68%
Total Annual Fund Operating
Expenses(Gross)....................... 1.83% 2.18%
Waiver.................................. 0.00%(1) 0.25%(2)
Net Annual Fund Operating Expenses...... 1.83% 1.93%
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
EQUITY EQUITY VALUE
VALUE PRO FORMA
----------- -------------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price)]............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.75%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
**Other expenses........................ 0.58% 0.60%
Total Annual Fund Operating
Expenses(Gross)....................... 1.83% 2.10%
Waiver.................................. 0.00%(1) 0.17%(2)
Net Annual Fund Operating Expenses...... 1.83% 1.93%

CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.75%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.58% 0.27%
Total Annual Fund Operating
Expenses(Gross)....................... 1.08% 1.02%
Waiver.................................. 0.00%(1) 0.02%(2)
Net Annual Fund Operating Expenses...... 1.08% 1.00%
</TABLE>

- ------------------------

35
<PAGE>
EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH EQUITY
EQUITY VALUE
VALUE PRO FORMA
----------- ----------

<S> <C> <C>
CLASS A
One Year................................ $ 688 $ 688
Three Year.............................. $ 928 $ 966
Five Year............................... $ 1,187 $ 1,265
Ten Year................................ $ 1,924 $ 2,111

CLASS B
One Year................................ $ 686 $ 696
Three Year.............................. $ 876 $ 958
Five Year............................... $ 1,190 $ 1,347
Ten Year................................ $ 1,898 $ 2,192

CLASS C
One Year................................ $ 286 $ 296
Three Year.............................. $ 576 $ 642
Five Year............................... $ 990 $ 1,113
Ten Year................................ $ 2,148 $ 2,418

CLASS I
One Year................................ $ 110 $ 102
Three Year.............................. $ 343 $ 323
Five Year............................... $ 595 $ 561
Ten Year................................ $ 1,317 $ 1,246
</TABLE>

36
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ----------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.70% 0.80%
Distribution (Rule 12b-1) fee........... 0.25% 0.00%
Other expenses.......................... 0.37% 0.54%
Total Annual Fund Operating
Expenses(Gross)....................... 1.32% 1.34%
Waiver.................................. 0.00%(1) 0.04%(2)
Net Annual Fund Operating Expenses...... 1.32% 1.30%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.70% 0.80%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 2.58% 0.69%
Total Annual Fund Operating
Expenses(Gross)....................... 4.03% 2.24%
Waiver.................................. 1.97%(1) 0.19%(2)
Net Annual Fund Operating Expenses...... 2.06% 2.05%
</TABLE>

37
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
---------- ----------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.70% 0.80%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.64% 0.57%
Total Annual Fund Operating
Expenses(Gross)....................... 2.09% 2.12%
Waiver.................................. 0.03%(1) 0.07%(2)
Net Annual Fund Operating Expenses...... 2.06% 2.05%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH INDEX
INDEX ALLOCATION
ALLOCATION PRO FORMA
----------- ----------

<S> <C> <C>
CLASS A
One Year................................ $ 702 $ 700
Three Year.............................. $ 969 $ 971
Five Year............................... $1,257 $1,263
Ten Year................................ $2,074 $2,092

CLASS B
One Year................................ $ 709 $ 708
Three Year.............................. $1,347 $ 982
Five Year............................... $2,101 $1,383
Ten Year................................ $3,228 $2,226

CLASS C
One Year................................ $ 309 $ 308
Three Year.............................. $ 652 $ 657
Five Year............................... $1,121 $1,133
Ten Year................................ $2,418 $2,446
</TABLE>

38
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH INTERNATIONAL
INTERNATIONAL EQUITY
EQUITY PRO FORMA
------------- -------------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 1.00% 1.00%
Distribution (Rule 12b-1) fee........... 0.10% 0.00%
Other expenses.......................... 0.96% 1.02%
Total Annual Fund Operating
Expenses(Gross)....................... 2.06% 2.02%
Waiver.................................. 0.31%(1) 0.27%(2)
Net Annual Fund Operating Expenses...... 1.75% 1.75%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 1.00% 1.00%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.95% 1.13%
Total Annual Fund Operating
Expenses(Gross)....................... 2.70% 2.88%
Waiver.................................. 0.30%(1) 0.38%(2)
Net Annual Fund Operating Expenses...... 2.40% 2.50%
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH INTERNATIONAL
INTERNATIONAL EQUITY
EQUITY PRO FORMA
------------- -------------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 1.00% 1.00%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.91% 1.19%
Total Annual Fund Operating
Expenses(Gross)....................... 2.66% 2.94%
Waiver.................................. 0.26%(1) 0.44%(2)
Net Annual Fund Operating Expenses...... 2.40% 2.50%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH INTERNATIONAL
INTERNATIONAL EQUITY
EQUITY PRO FORMA
-------------- --------------
<S> <C> <C>
CLASS A
One Year................................ $ 743 $ 743
Three Year.............................. $1,155 $1,148
Five Year............................... $1,593 $1,577
Ten Year................................ $2,804 $2,768

CLASS B
One Year................................ $ 743 $ 753
Three Year.............................. $1,110 $1,156
Five Year............................... $1,603 $1,685
Ten Year................................ $2,783 $2,877

CLASS C
One Year................................ $ 343 $ 353
Three Year.............................. $ 802 $ 868
Five Year............................... $1,387 $1,509
Ten Year................................ $2,974 $3,230
</TABLE>

40
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH MONEY MARKET
MONEY MARKET TRUST
TRUST PRO FORMA
------------ ------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.25% 0.00%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.36% 0.20%
Total Annual Fund Operating Expenses
(Gross)............................... 0.61% 0.20%
Waiver.................................. 0.41%(1) 0.00%(2)
Net Annual Fund Operating Expenses...... 0.20% 0.20%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH MONEY MARKET
MONEY MARKET TRUST
TRUST PRO FORMA
------------- -------------
<S> <C> <C>
One Year................................ $ 20 $ 20
Three Year.............................. $154 $ 64
Five Year............................... $300 $113
Ten Year................................ $723 $255
</TABLE>

41
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH NATIONAL
NATIONAL TAX-FREE MONEY
TAX-FREE MONEY MARKET TRUST
MARKET TRUST PRO FORMA
-------------- --------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.25% 0.00%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.38% 0.26%
Total Annual Fund Operating Expenses
(Gross)............................... 0.63% 0.26%
Waiver.................................. 0.43%(1) 0.06%(2)
Net Annual Fund Operating Expenses...... 0.20% 0.20%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH NATIONAL
NATIONAL TAX-FREE MONEY
TAX-FREE MONEY MARKET TRUST
MARKET TRUST PRO FORMA
--------------- ---------------

<S> <C> <C>
CLASS I
One Year................................ $ 20 $ 20
Three Year.............................. $ 158 $ 78
Five Year............................... $ 309 $ 140
Ten Year................................ $ 745 $ 325
</TABLE>

42
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH OREGON
OREGON TAX-FREE
TAX-FREE PRO FORMA
---------- ----------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.05% 0.00%
Other expenses.......................... 0.74% 0.76%
Total Annual Fund Operating Expenses
(Gross)............................... 1.29% 1.16%
Waiver.................................. 0.52%(1) 0.39%(2)
Net Annual Fund Operating Expenses...... 0.77% 0.77%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.85% 0.76%
Total Annual Fund Operating Expenses
(Gross)............................... 2.10% 1.91%
Waiver.................................. 0.49%(1) 0.39%(2)
Net Annual Fund Operating Expenses...... 1.61% 1.52%
</TABLE>

43
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH OREGON
OREGON TAX-FREE
TAX-FREE PRO FORMA
---------- ----------
CLASS I
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.76% 0.47%
Total Annual Fund Operating Expenses
(Gross)............................... 1.26% 0.87%
Waiver.................................. 0.54%(1) 0.27%(2)
Net Annual Fund Operating Expenses...... 0.72% 0.60%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH OREGON
OREGON TAX-FREE
TAX-FREE PRO FORMA
----------- ----------

<S> <C> <C>
CLASS A
One Year................................ $ 525 $ 525
Three Year.............................. $ 792 $ 765
Five Year............................... $1,078 $1,024
Ten Year................................ $1,893 $1,762

CLASS B
One Year................................ $ 664 $ 655
Three Year.............................. $ 911 $ 862
Five Year............................... $1,284 $1,195
Ten Year................................ $2,087 $1,913

CLASS I
One Year................................ $ 74 $ 61
Three Year.............................. $ 346 $ 251
Five Year............................... $ 640 $ 456
Ten Year................................ $1,475 $1,048
</TABLE>

44
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH OVERLAND
OVERLAND SWEEP
SWEEP PRO FORMA
---------- ----------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.45% 0.45%
Distribution (Rule 12b-1) fee........... 0.30% 0.30%
Other expenses.......................... 0.51% 0.50%
Total Annual Fund Operating Expenses
(Gross)............................... 1.26% 1.25%
Waiver.................................. 0.01%(1) 0.00%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.25%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH OVERLAND
OVERLAND SWEEP
SWEEP PRO FORMA
----------- ----------
<S> <C> <C>
One Year................................ $ 127 $ 127
Three Year.............................. $ 399 $ 397
Five Year............................... $ 691 $ 686
Ten Year................................ $ 1,522 $ 1,511
</TABLE>

45
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH INCOME
STRATEGIC PLUS
INCOME PRO FORMA
---------- ----------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.60% 0.60%
Distribution (Rule 12b-1) fee........... 0.05% 0.00%
Other expenses.......................... 0.75% 0.96%
Total Annual Fund Operating Expenses
(Gross)............................... 1.40% 1.56%
Waiver.................................. 0.30%(1) 0.46%(2)
Net Annual Fund Operating Expenses...... 1.10% 1.10%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.60% 0.60%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.75% 1.00%
Total Annual Fund Operating Expenses
(Gross)............................... 2.10% 2.35%
Waiver.................................. 0.25%(1) 0.50%(2)
Net Annual Fund Operating Expenses...... 1.85% 1.85%
</TABLE>

46
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH INCOME
STRATEGIC PLUS
INCOME PRO FORMA
---------- ----------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.60% 0.60%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.75% 0.97%
Total Annual Fund Operating Expenses
(Gross)............................... 2.10% 2.32%
Waiver.................................. 0.25%(1) 0.47%(2)
Net Annual Fund Operating Expenses...... 1.85% 1.85%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH INCOME
STRATEGIC PLUS
INCOME PRO FORMA
----------- ----------

<S> <C> <C>
CLASS A
One Year................................ $ 557 $ 557
Three Year.............................. $ 845 $ 877
Five Year............................... $1,154 $1,220
Ten Year................................ $2,029 $2,186

CLASS B
One Year................................ $ 688 $ 688
Three Year.............................. $ 934 $ 986
Five Year............................... $1,306 $1,410
Ten Year................................ $2,148 $2,357

CLASS C
One Year................................ $ 288 $ 288
Three Year.............................. $ 634 $ 679
Five Year............................... $1,106 $1,198
Ten Year................................ $2,411 $2,620
</TABLE>

47
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH STAGECOACH TREASURY
TREASURY TREASURY PLUS
PLUS PLUS MONEY MARKET
MONEY MARKET MONEY MARKET CLASS A
CLASS A CLASS E PRO FORMA
------------ ------------ ------------
<S> <C> <C> <C>
Shareholder Fees (fees paid
directly from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price)......................... None None None
Maximum Deferred Sales Charge
(Load) (as a percentage of the
lower of the NAV on the date of
original purchase or the NAV on
the date of the redemption).... None None None
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management fee..................... 0.25% 0.25% 0.35%
Distribution (Rule 12b-1) fee...... 0.05% 0.00% 0.00%
Other expenses..................... 0.55% 0.59% 0.46%
Total Annual Fund Operating
Expenses (Gross)................. 0.85% 0.84% 0.81%
Waiver............................. 0.20%(1) 0.19%(1) 0.46%(2)
Net Annual Fund Operating
Expenses......................... 0.65% 0.65% 0.65%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
STAGECOACH STAGECOACH WF
TREASURY PLUS TREASURY PLUS TREASURY PLUS
MONEY MARKET MONEY MARKET MONEY MARKET
CLASS A CLASS E PRO FORMA
------------- ------------- -------------
<S> <C> <C> <C>
One Year........................... $ 66 $ 66 $ 66
Three Year......................... $ 251 $ 249 $243
Five Year.......................... $ 452 $ 447 $434
Ten Year........................... $1,030 $1,020 $987
</TABLE>

48
<PAGE>

<TABLE>
<CAPTION>
WF
STAGECOACH VARIABLE RATE
VARIABLE RATE GOVERNMENT
GOVERNMENT PRO FORMA
------------- -------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses (expenses
that are deducted from fund assets)
Management fee.......................... 0.50% 0.50%
Distribution (Rule 12b-1) fee........... 0.25% 0.00%
Other expenses.......................... 0.36% 0.54%
Total Annual Fund Operating Expenses
(Gross)............................... 1.11% 1.04%
Waiver.................................. 0.33%(1) 0.26%(2)
Net Annual Fund Operating Expenses...... 0.78% 0.78%
</TABLE>

- ------------------------

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
STAGECOACH VARIABLE RATE
VARIABLE RATE GOVERNMENT
GOVERNMENT PRO FORMA
-------------- --------------
<S> <C> <C>
One Year................................ $ 526 $ 526
Three Year.............................. $ 756 $ 741
Five Year............................... $1,004 $ 974
Ten Year................................ $1,713 $1,641
</TABLE>

49
<PAGE>

EXHIBIT C
OUTSTANDING SHARES

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND CLASS
- -----------------------------------------------------------------------------
<S> <C>
SC Arizona Tax-Free
Class A Shares 512,103
Class B Shares 155,342
Class I Shares 973,624

SC CA Tax-Free Bond
Class A Shares 42,295,852
Class B Shares 11,313,757
Class C Shares 1,755,796
Class I Shares 7,214,341

SC CA Tax-Free Income
Class A Shares 4,166,596
Class I Shares 761,215

SC CA Tax-Free Money Market
Class A Shares 2,135,221,976

SC CA Tax-Free Money Market Trust
Trust Shares 503,319,391

SC Corporate Bond
Class A Shares 574,164
Class B Shares 1,118,596
Class C Shares 225,714

SC Equity Index
Class A Shares 7,927,970
Class B Shares 623,644
Class O Shares 1

SC Equity Value
Class A Shares 2,499,162
Class B Shares 5,417,196
Class C Shares 81,489
Class I Shares 10,265,621

SC Index Allocation
Class A Shares 4,843,948
Class B Shares 638,794
Class C Shares 2,970,140

SC International Equity
Class A Shares 2,371,138
Class B Shares 3,026,677
Class C Shares 31,124

SC Money Market Trust
Trust Shares 444,127,221

SC National Tax-Free Money Market Trust
Trust Shares 201,281,088
</TABLE>

50
<PAGE>

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND CLASS
- -----------------------------------------------------------------------------
<S> <C>
SC Oregon Tax-Free
Class A Shares 1,560,932
Class B Shares 941,646
Class I Shares 376,757

SC Overland Sweep
Shares 2,858,749,664

SC Strategic Income
Class A Shares 929,896
Class B Shares 2,987,120
Class C Shares 259,245

SC Treasury Plus Money Market
Class A Shares 561,826,843
Class E Shares 565,484,295

SC Variable Rate Government 13,524,381
</TABLE>

51
<PAGE>
APPENDIX

<TABLE>
<S> <C>
STAGECOACH FUNDS, INC. NORWEST ADVANTAGE FUNDS
111 CENTER STREET TWO PORTLAND SQUARE
LITTLE ROCK, AR 77201 PORTLAND, ME 04101
</TABLE>

BY MY SIGNATURE BELOW, I APPOINT R. GREG FELTUS, RICHARD H. BLANK, JR. AND
MICHAEL W. NOLTE (OFFICERS OF STAGECOACH FUNDS, INC.), THOMAS G. SHEEHAN, DON L.
EVANS AND DAVID I. GOLDSTEIN (OFFICERS OF NORWEST ADVANTAGE FUNDS) AS MY PROXIES
AND ATTORNEYS TO VOTE ALL FUND SHARES OF THE PORTFOLIO(S) IDENTIFIED BELOW THAT
I AM ENTITLED TO VOTE AT THE SPECIAL MEETING(S) OF SHAREHOLDERS OF STAGECOACH
FUNDS, INC. (THE "SC FUNDS") AND NORWEST ADVANTAGE FUNDS (THE "NAF FUNDS") TO BE
HELD AT THE OFFICES OF MORRISON & FOERSTER LLP, 2000 PENNSYLVANIA AVENUE, N.W.,
WASHINGTON, D.C. ON THURSDAY, AUGUST 5, 1999 AT 10:00 A.M. (EASTERN TIME), AND
AT ANY ADJOURNMENTS OF THE MEETING. THE PROXIES SHALL HAVE ALL THE POWERS THAT I
WOULD POSSESS IF PRESENT. I HEREBY REVOKE ANY PRIOR PROXY, AND RATIFY AND
CONFIRM ALL THAT THE PROXIES, OR ANY OF THEM, MAY LAWFULLY DO. I ACKNOWLEDGE
RECEIPT OF THE NOTICE OF SPECIAL SHAREHOLDERS MEETING AND THE COMBINED PROXY
STATEMENT DATED MAY 25, 1999.

THIS PROXIES SHALL VOTE MY SHARES ACCORDING TO MY INSTRUCTIONS GIVEN BELOW
WITH RESPECT TO THE PROPOSAL. IF I DO NOT PROVIDE AN INSTRUCTION, I UNDERSTAND
THAT THE PROXIES WILL VOTE MY SHARES IN FAVOR OF THE PROPOSAL. THE PROXIES WILL
VOTE ON ANY OTHER MATTER THAT MAY ARISE IN THE MEETING ACCORDING TO THEIR BEST
JUDGMENT.

THIS PROXY IS SOLICITED BY THE BOARDS OF DIRECTORS AND TRUSTEES OF SC AND
NAF FUNDS, WHICH UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

PLEASE VOTE BY CHECKING THE APPROPRIATE BOX:

1. To reorganize the Fund into a Fund of Wells Fargo Funds Trust, a new
Delaware business trust.

/ / FOR / / AGAINST / / ABSTAIN

<TABLE>
<S> <C>
Name of Fund ------------------------------ --------------------------------------------
Signature of Shareholder

No. of Shares -------------------------------
--------------------------------------------
Signature of Shareholder
</TABLE>

NOTE: PLEASE MAKE SURE THAT YOU COMPLETE, SIGN AND DATE YOUR PROXY CARD. PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR ON YOUR ACCOUNT. WHEN SIGNING AS A
FIDUCIARY, PLEASE GIVE YOUR FULL TITLE AS SUCH. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL CORPORATE NAME BY AN
AUTHORIZED OFFICER.

FOR YOUR CONVENIENCE, YOU MAY VOTE BY ENCLOSING THE PROXY BALLOT IN THE ENCLOSED
POSTAGE PAID ENVELOPE, OR BY FAXING IT TO D.F. KING & CO., INC. AT
1-212-269-2796. YOU ALSO MAY VOTE BY THE TOLL-FREE NUMBER PRINTED ON YOUR PROXY
BALLOT 24 HOURS A DAY, OR ON THE INTERNET AT WWW.PROXYVOTE.COM. A CONFIRMATION
OF YOUR TELEPHONE OR FAXED VOTE WILL BE MAILED TO YOU.