STAGECOACH TRUST, DEFS14A, 1999-06-02

STAGECOACH TRUST
DEFS14A, 1999-06-02

Previous: BT INVESTMENT PORTFOLIOS, NSAR-A, 1999-06-02

Next: GOVERNMENT SECURITIES EQUITY TRUST SERIES 8, 497J, 1999-06-02

<PAGE>
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 Section 240.14a-11(c) or
Section 240.14a-12

STAGECOACH TRUST
- --------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<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 TRUST
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, the Norwest Advantage
Funds also are seeking approval from their shareholders for the proposed
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 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 Funds Trust Fund
with 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 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 the SC Funds listed in this
proxy statement.

- By reducing the number of legal entities to operate from six to three, the
reorganization will result in operating efficiencies for the Funds.

- Wells Fargo will pay all of the costs of the reorganization.
<PAGE>
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 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 telephone 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 Trust

2
<PAGE>
LIFEPATH OPPORTUNITY FUND
LIFEPATH 2010 FUND
LIFEPATH 2020 FUND
LIFEPATH 2030 FUND
LIFEPATH 2040 FUND

STAGECOACH TRUST
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 Stagecoach Trust:

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 AND RETURN
THE ENCLOSED PROXY CARD (VOTING INSTRUCTION CARD), OR VOTE ON THE INTERNET, OR
BY TELEPHONE.

By Order of the Board of Trustees

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.

3
<PAGE>
LIFEPATH OPPORTUNITY FUND
LIFEPATH 2010 FUND
LIFEPATH 2020 FUND
LIFEPATH 2030 FUND
LIFEPATH 2040 FUND

STAGECOACH TRUST
111 CENTER STREET
LITTLE ROCK, AR 72201

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 Trustees approved a plan to reorganize the
SC Funds into newly created Funds with the same investment objectives that are
part of WF Funds. 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 net 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 and SC Funds,
Inc.

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 Fund fails to approve the Reorganization, it will not
participate in the Reorganization and will not be terminated. In such a case,
the SC Fund will continue its operations and its Trustees will consider what
further action is appropriate.

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 annual reports to
shareholders have been previously mailed to shareholders. Copies of these
documents are available free of charge by writing or calling the address or
toll-free number listed below.

4
<PAGE>
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. All of these documents are subject to completion and revision
before becoming effective with the SEC.

All of these documents 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 Trust).

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 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 telephone number listed above.

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

5
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<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........................................................ 11

Federal Income Tax Consequences.......................................................................... 11

More Information on Proxy Voting......................................................................... 11

Large Shareholders....................................................................................... 12

Matters Incorporated by Reference........................................................................ 15

EXHIBIT A: Information about the Trustees.................................................................. 16

EXHIBIT B: Fee and Expense Comparisons..................................................................... 17

EXHIBIT C: Outstanding Shares.............................................................................. 25
</TABLE>

6
<PAGE>
INTRODUCTION

The Board of Trustees 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 Trustees 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 a corresponding WF
Fund. The Reorganization will include the transfer of all assets and liabilities
of the SC Fund to a corresponding WF Fund. All remaining SC shareholders will
receive shares of a comparable class of the corresponding WF Fund equal in value
to the shares of the SC Fund that they held 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. 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 and 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 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 will be tax-free.

7
<PAGE>
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 recommend 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 common to all of the
SC Funds, and establish a different fee structure for each SC Fund. These
changes are summarized briefly below, and will be discussed in more detail in
this proxy statement.

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

- 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 Massachusetts business trust. 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 law contains
provisions that are better suited to mutual funds and provide greater
flexibility and certainty than Massachusetts law. 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, the mutual fund in its
governing instrument, called a Declaration of Trust, may establish the way it
will operate with few state law requirements or prohibitions. Thus, funds have
more flexibility in their operations and certainty about any operational
restrictions because the restrictions must be written in the fund's 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 Massachusetts business trust--the Funds'
current legal structure, and any major differences in the governing documents.

- THE BOARD OF TRUSTEES. Similar to the SC Funds, the WF Funds will be
organized as a business trust with a Board of Trustees. The duties,
responsibilities and powers of Trustees do not differ significantly under
Massachusetts and Delaware law. The new Board will have ten trustees, five
of whom currently serve as SC Trustees and five of whom currently serve as
Norwest Advantage Trustees. A combined Board of SC Trustees and Norwest
Advantage 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.

8
<PAGE>

- GOVERNING DOCUMENTS AND CHANGES TO THEM. Both Delaware and Massachusetts
business trusts are governed by a Declaration of Trust. The SC Declaration
of Trust permitted shareholders to vote on amendments to the Declaration.
Under Delaware law, the declaration may be amended without shareholder
approval if the Declaration of Trust so provides. The WF Funds'
Declaration of Trust would permit the Board to amend the Declaration of
Trust 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.
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 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 a special meeting 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.

- SHARE CERTIFICATES. Neither Delaware nor Massachusetts law requires a
Trust to issue certificates. The SC Declaration of Trust eliminates the
right to obtain share certificates unless the Board expressly permits it.
The WF Declaration of Trust is substantially similar, and WF Funds
generally will not issue certificates to shareholders unless the Board
determines otherwise.

- LIMITATION OF SHAREHOLDERS' LIABILITY. Under Delaware law, shareholders
of a Delaware business trust are not liable for the debts and obligations
of the Trust. Under Massachusetts law, shareholders of a business trust
(such as you) may, under certain circumstances, be liable for the debts
and obligations of that trust. Although the risk of liability for
shareholders who do not participate in the management of the Trust is
remote, Delaware law provides more certain protection.

- LIMITATION ON SERIES LIABILITY. Delaware law also expressly provides that
a series of a trust is liable only for its own obligations and not those
of any other series, or the Trust itself. Although Massachusetts law would
essentially be interpreted in the same way, Delaware law provides greater
protection because this protection is contained in the statute itself and
can be changed only by the Delaware legislature.

COMPARISON OF INVESTMENT ADVISORS AND ADVISORY FEES

Barclays Global Fund Advisors or BGFA, currently serves as investment
advisor to each Fund, AND WILL CONTINUE TO SERVE AS THE INVESTMENT ADVISOR TO
EACH OF THE WF FUNDS. 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 from 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, 1999, BGI provided
investment advisory services for $619 billion in assets. BGFA is located at 45
Fremont Street, 17th floor, San Francisco, CA 94105.

Exhibit B to this Proxy Statement contains tables that compare the current
proposed fees for each of the Funds, including a comparison of current and
proposed advisory fees with and without waivers and

9
<PAGE>
reimbursements. THE ADVISORY FEE CHARGED BY BGFA WILL NOT INCREASE. 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 POLICIES.

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

The WF Funds will have fewer "fundamental" investment policies, which can be
changed only 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. Investment policies can limit a
portfolio manager from investing in a security that is consistent with the
investment objective of a Fund and otherwise a good 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 WF Funds' investment policies to the flexibility
afforded under federal and state law.

COMPARISON OF FEES AND EXPENSES

After the Reorganization, the projected operating expense ratios for the SC
Funds will not change. Some Fund classes are projected to have higher operating
expense ratios before waivers and reimbursements. These increases are due to
renegotiated third party contracts which could decrease as asset size increases.
Wells Fargo Bank is obligated to provide fee waivers to each WF fund for one
year so that the operating expense ratios will be at the current expense ratios.
After the one year period, the fee waivers may be reduced only with the approval
of the Board of Trustees.

10
<PAGE>

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

COMPARISON OF FEES AND EXPENSES

<TABLE>
<CAPTION>
TOTAL OPERATING TOTAL OPERATING
SC FUND/ EXPENSES BEFORE/ WF FUND/ EXPENSES BEFORE/
SHARE CLASS AFTER WAIVERS SHARE CLASS AFTER WAIVERS
- ------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C>
LIFEPATH OPPORTUNITY FUND LIFEPATH OPPORTUNITY FUND

Class A 1.45%/1.30% Class A 1.46%/1.30%

Class B 1.95%/1.80% Class B 1.95%/1.80%

Class C 1.95%/1.80% Class C 1.92%/1.80%

LIFEPATH 2010 FUND LIFEPATH 2010 FUND

Class A 1.38%/1.30% Class A 1.39%/1.30%

Class B 1.88%/1.80% Class B 1.93%/1.80%

Class C 1.88%/1.80% Class C 1.92%/1.80%

LIFEPATH 2020 FUND LIFEPATH 2020 FUND

Class A 1.35%/1.30% Class A 1.36%/1.30%

Class B 1.85%/1.80% Class B 1.91%/1.80%

Class C 1.85%/1.80% Class C 1.93%/1.80%

LIFEPATH 2030 FUND LIFEPATH 2030 FUND

Class A 1.35%/1.30% Class A 1.36%/1.30%

Class B 1.85%/1.80% Class B 1.94%/1.80%

Class C 1.85%/1.80% Class C 2.15%/1.80%

LIFEPATH 2040 FUND LIFEPATH 2040 FUND

Class A 1.32%/1.30% Class A 1.34%/1.30%

Class B 1.82%/1.80% Class B 1.95%/1.80%

Class C 1.82%/1.80% Class C 1.87%/1.80%
</TABLE>

Exhibit B contains other 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, 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.

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.

11
<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 by telephone, you will need to have
the 12-digit control number printed on your proxy ballot. 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.

A quorum of at least 30% of the outstanding shares of each Fund must be
present or represented by proxy at the meeting in order to proceed with the
shareholder vote. If a quorum is present, in order to proceed with the
Reorganization, a majority of the outstanding shares of each affected Fund and a
majority of the outstanding shares of the Trust present at the meeting 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 not 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 Trustees 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 Trustee's 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 Trustees 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.

12
<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- -----------------------------------------------------------------------------------------------------------------------
CLASS AND
TYPE OF PERCENTAGE PERCENTAGE
FUND ADDRESS OWNERSHIP OF CLASS OF FUND
- ------------------- ------------------------------------------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
LifePath WELLS FARGO BANK FBO RETIREMENT PLANS OMNIBUS Class A 19.19% 16.25%
Opportunity Fund P.O. BOX 63015 Record Holder
SAN FRANCISCO CA 94163

DEAN WITTER REYNOLDS CUST FOR LINDA L GUITTARD Class B 5.86% 0.31%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF HILDA CALVIN Class B 6.58% 0.35%
TRUSTEE OF THE P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR RONALD J CLARK Class B 6.62% 0.35%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF MARIO CRIVELLO Class C 7.46% 0.75%
TRUSTEE OF THE SAM AND ISABELLA CRIVELLO Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

NFSC FEBO # CL5-579882 Class C 8.45% 0.85%
VARDA INC Record Holder
C/O EDDIE OMRI
118 SPRING STREET - 2ND FLOOR
NEW YORK NY 10012

LifePath 2010 Fund WELLS FARGO BANK FBO RETIREMENT PLANS OMNIBUS Class A 26.34% 21.27%
P.O. BOX 63015 Record Holder
SAN FRANCISCO CA 94163

STATE STREET BANK AND TRUST AS TRUSTEE FOR Class A 5.97% 4.82%
VARIOUS PLANS Record Holder
TWO HERITAGE DRIVE
QUINCY MA 02171

WELLS FARGO BANK, TTEE Class A 6.05% 4.88%
FBO CHOICEMASTER Record Holder
ATTN: MUTUAL FUNDS
P.O. BOX 9800
CALABASAS CA 91372-0800

NORBERTO TAN CUST Class C 6.12% 0.06%
FBO MARCO TAN UTMA/CA Record Holder
13501 MORROCO AVE
BAKERSFIELD CA 93312

DEAN WITTER FOR THE BENEFIT OF LAND CONCERN LTD Class C 13.43% 0.13%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF BAY AREA CIRCUITS Class C 17.32% 0.17%
INC Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- -----------------------------------------------------------------------------------------------------------------------
CLASS AND
TYPE OF PERCENTAGE PERCENTAGE
FUND ADDRESS OWNERSHIP OF CLASS OF FUND
- ------------------- ------------------------------------------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
DEAN WITTER FOR THE BENEFIT OF SAM TIDHAR & Class C 7.83% 0.08%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF ALLEN C JAYNES & Class C 5.98% 0.06%
ALLEN R JAYNES & Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

LifePath 2020 Fund WELLS FARGO BANK FBO RETIREMENT PLANS OMNIBUS Class A 27.30% 22.95%
P.O. BOX 63015 Record Holder
SAN FRANCISCO CA 94163

DEAN WITTER FOR THE BENEFIT OF ERNEST D CHAPMAN & Class C 6.32% 0.01%
EDITH M CHAPMAN CO-TTEES Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF FRANCOISE S Class C 6.07% 0.01%
BEAUFAYS & LUCA DE ALFARO JTTEN Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF ROSALIE TARPIN Class C 16.70% 0.03%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF WANDA F HAWLEY Class C 8.31% 0.02%
TTEE FBO Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR ROMEO G PATRIARCA Class C 8.49% 0.02%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF KAREN L NORDINE Class C 5.55% 0.01%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER REYNOLDS CUST FOR BETTY L MARNETTE Class C 13.39% 0.03%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF EDNA M BETTENCOURT Class C 9.73% 0.02%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

LifePath 2030 Fund WELLS FARGO BANK FBO RETIREMENT PLANS OMNIBUS Class A 31.53% 26.09%
P.O. BOX 63015 Record Holder
SAN FRANCISCO CA 94163
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- -----------------------------------------------------------------------------------------------------------------------
CLASS AND
TYPE OF PERCENTAGE PERCENTAGE
FUND ADDRESS OWNERSHIP OF CLASS OF FUND
- ------------------- ------------------------------------------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
DEAN WITTER FOR THE BENEFIT OF ERNEST D CHAPMAN & Class C 10.53% 0.02%
EDITH M CHAPMAN CO-TTEES Record Holder
P.O. BOX 250 CHURCH STREET STATION NEW YORK, NY
10008-0250

DEAN WITTER FOR THE BENEFIT OF NICOLE MOAYERI AND Class C 9.92% 0.01%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

EMJAYCO Class C 9.61% 0.01%
OMNIBUS ACCOUNT Record Holder
P.O. BOX 17909
MILWAUKEE WI 53217-0909

DEAN WITTER REYNOLDS CUST FOR TERRY LUNN Class C 7.54% 0.01%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

NFSC FEBO # EBP-229806 Class C 30.93% 0.05%
ELLEN JAFFE CAWTHORNE Record Holder
38 WHIMBLE COURT
WAYNE NJ 07470

DEAN WITTER FOR THE BENEFIT OF CRAIG S TAYLOR Class C 8.38% 0.01%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF THOMAS F & SANDRA Class C 5.17% 0.01%
L BAKER TTEES FBO Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

LifePath 2040 Fund WELLS FARGO BANK FBO RETIREMENT PLANS OMNIBUS Class A 34.21% 26.64%
P.O. BOX 63015 Record Holder
SAN FRANCISCO CA 94163

PARIS HOLD Class C 5.50% 0.06%
1961 S LA CIENEGA BLVD Record Holder
LOS ANGELES CA 90034

DEAN WITTER FOR THE BENEFIT OF PAOLO ORLANDI TTEE Class C 19.79% 0.21%
OF THE Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF CYNTHIA GENERA Class C 19.79% 0.21%
ORLANDI TTEE OF THE Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

DEAN WITTER FOR THE BENEFIT OF ANTHONY ZACK AND Class C 9.59% 0.10%
P.O. BOX 250 CHURCH STREET STATION Record Holder
NEW YORK, NY 10008-0250
</TABLE>

MATTERS INCORPORATED BY REFERENCE

The SC Funds audited financial statements for the most recent fiscal year,
which are included in the Funds' Annual Report dated as of February 28, 1999,
are incorporated by reference in this proxy statement. Representatives of KMPG
LLP, the Funds' independent auditors, will be present at the meeting to answer
questions.

15
<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>

16
<PAGE>
EXHIBIT B
FEE AND EXPENSE COMPARISONS

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>
STAGECOACH WF
LIFEPATH LIFEPATH
OPPORTUNITY OPPORTUNITY
-------------- --------------
<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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.25% 0.25%
Other expenses........................................................................ 0.65% 0.66%
Total Annual Fund Operating Expenses (Gross).......................................... 1.45% 1.46%
Waiver................................................................................ 0.15%(1) 0.16%(2)
Net Annual Fund Operating Expenses.................................................... 1.30% 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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.65% 0.65%
Total Annual Fund Operating Expenses (Gross).......................................... 1.95% 1.95%
Waiver................................................................................ 0.15%(1) 0.15%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%

CLASS 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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.65% 0.62%
Total Annual Fund Operating Expenses (Gross).......................................... 1.95% 1.92%
Waiver................................................................................ 0.15%(1) 0.12%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%
</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.

17
<PAGE>
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>
STAGECOACH WF
LIFEPATH LIFEPATH
OPPORTUNITY OPPORTUNITY
----------- -----------
<S> <C> <C>
CLASS A
One Year............................................................................... $ 700 $ 700
Three Year............................................................................. $ 993 $ 995
Five Year.............................................................................. $ 1,308 $ 1,312
Ten Year............................................................................... $ 2,198 $ 2,208

CLASS B
One Year............................................................................... $ 683 $ 683
Three Year............................................................................. $ 898 $ 898
Five Year.............................................................................. $ 1,238 $ 1,238
Ten Year............................................................................... $ 2,073 $ 2,077

CLASS C
One Year............................................................................... $ 283 $ 283
Three Year............................................................................. $ 598 $ 591
Five Year.............................................................................. $ 1,038 $ 1,026
Ten Year............................................................................... $ 2,263 $ 2,234
</TABLE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2010 2010
-------------- --------------
<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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.25% 0.25%
Other expenses........................................................................ 0.58% 0.59%
Total Annual Fund Operating Expenses (Gross).......................................... 1.38% 1.39%
Waiver................................................................................ 0.08%(1) 0.09%(2)
Net Annual Fund Operating Expenses.................................................... 1.30% 1.30%
</TABLE>

18
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2010 2010
-------------- --------------
CLASS B
<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)................................................ 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund assets)
Management fee........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.58% 0.63%
Total Annual Fund Operating Expenses (Gross).......................................... 1.88% 1.93%
Waiver................................................................................ 0.08%(1) 0.13%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%

CLASS 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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.58% 0.62%
Total Annual Fund Operating Expenses (Gross).......................................... 1.88% 1.92%
Waiver................................................................................ 0.08%(1) 0.12%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%
</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:

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2010 2010
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 979 $ 981
Five Year.................................................................................. $ 1,280 $ 1,284
Ten Year................................................................................... $ 2,131 $ 2,140

CLASS B
One Year................................................................................... $ 683 $ 683
Three Year................................................................................. $ 883 $ 894
Five Year.................................................................................. $ 1,209 $ 1,230
Ten Year................................................................................... $ 2,003 $ 2,038
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2010 2010
----------- -----------
CLASS C
<S> <C> <C>
One Year $ 283 $ 283
Three Year................................................................................. $ 583 $ 591
Five Year.................................................................................. $ 1,009 $ 1,026
Ten Year................................................................................... $ 2,194 $ 2,234
</TABLE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2020 2020
-------------- --------------
<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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.25% 0.25%
Other expenses........................................................................ 0.55% 0.56%
Total Annual Fund Operating Expenses (Gross).......................................... 1.35% 1.36%
Waiver................................................................................ 0.05%(1) 0.06%(2)
Net Annual Fund Operating Expenses.................................................... 1.30% 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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.55% 0.61%
Total Annual Fund Operating Expenses (Gross).......................................... 1.85% 1.91%
Waiver................................................................................ 0.05%(1) 0.11%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%
</TABLE>

20
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2020 2020
-------------- --------------
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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.55% 0.63%
Total Annual Fund Operating Expenses (Gross).......................................... 1.85% 1.93%
Waiver................................................................................ 0.05%(1) 0.13%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%
</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:

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2020 2020
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 973 $ 975
Five Year.................................................................................. $ 1,267 $ 1,271
Ten Year................................................................................... $ 2,101 $ 2,111

CLASS B
One Year................................................................................... $ 683 $ 683
Three Year................................................................................. $ 877 $ 889
Five Year.................................................................................. $ 1,196 $ 1,221
Ten Year................................................................................... $ 1,974 $ 2,014

CLASS C
One Year $ 283 $ 283
Three Year................................................................................. $ 577 $ 594
Five Year.................................................................................. $ 996 $ 1,030
Ten Year................................................................................... $ 2,165 $ 2,243
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2030 2030
-------------- --------------
<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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.25% 0.25%
Other expenses........................................................................ 0.55% 0.56%
Total Annual Fund Operating Expenses (Gross).......................................... 1.35% 1.36%
Waiver................................................................................ 0.05%(1) 0.06%(2)
Net Annual Fund Operating Expenses.................................................... 1.30% 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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.55% 0.64%
Total Annual Fund Operating Expenses (Gross).......................................... 1.85% 1.94%
Waiver................................................................................ 0.05%(1) 0.14%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%

CLASS 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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.55% 0.85%
Total Annual Fund Operating Expenses (Gross).......................................... 1.85% 2.15%
Waiver................................................................................ 0.05%(1) 0.35%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%
</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.

22
<PAGE>
EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2030 2030
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 973 $ 975
Five Year.................................................................................. $ 1,267 $ 1,271
Ten Year................................................................................... $ 2,101 $ 2,111

CLASS B
One Year................................................................................... $ 683 $ 683
Three Year................................................................................. $ 877 $ 896
Five Year.................................................................................. $ 1,196 $ 1,234
Ten Year................................................................................... $ 1,974 $ 2,032

CLASS C
One Year $ 283 $ 283
Three Year................................................................................. $ 577 $ 639
Five Year.................................................................................. $ 996 $ 1,122
Ten Year................................................................................... $ 2,165 $ 2,455
</TABLE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2040 2040
-------------- --------------
<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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.25% 0.25%
Other expenses........................................................................ 0.52% 0.54%
Total Annual Fund Operating Expenses (Gross).......................................... 1.32% 1.34%
Waiver................................................................................ 0.02%(1) 0.04%(2)
Net Annual Fund Operating Expenses.................................................... 1.30% 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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.52% 0.65%
Total Annual Fund Operating Expenses (Gross).......................................... 1.82% 1.95%
Waiver................................................................................ 0.02%(1) 0.15%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2040 2040
-------------- --------------
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........................................................................ 0.55% 0.55%
Distribution (Rule 12b-1) fee......................................................... 0.75% 0.75%
Other expenses........................................................................ 0.52% 0.57%
Total Annual Fund Operating Expenses (Gross).......................................... 1.82% 1.87%
Waiver................................................................................ 0.02%(1) 0.07%(2)
Net Annual Fund Operating Expenses.................................................... 1.80% 1.80%
</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:

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2040 2040
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 967 $ 971
Five Year.................................................................................. $ 1,255 $ 1,263
Ten Year................................................................................... $ 2,072 $ 2,092

CLASS B
One Year................................................................................... $ 683 $ 683
Three Year................................................................................. $ 871 $ 898
Five Year.................................................................................. $ 1,183 $ 1,238
Ten Year................................................................................... $ 1,944 $ 2,031

CLASS C
One Year $ 283 $ 283
Three Year................................................................................. $ 571 $ 581
Five Year.................................................................................. $ 983 $ 1,004
Ten Year................................................................................... $ 2,136 $ 2,185
</TABLE>

24
<PAGE>
EXHIBIT C
OUTSTANDING SHARES

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND CLASS
- --------------------------------------------------------------------------------
<S> <C>
SC LifePath Opportunity
Class A shares................................................................ 5,278,894
Class B shares................................................................ 335,887
Class C shares................................................................ 635,391

SC LifePath 2010
Class A shares................................................................ 6,776,539
Class B shares................................................................ 1,560,603
Class C shares................................................................ 83,590

SC LifePath 2020
Class A shares................................................................ 11,340,605
Class B shares................................................................ 2,154,248
Class C shares................................................................ 28,390

SC LifePath 2030
Class A shares................................................................ 7,665,276
Class B shares................................................................ 1,601,705
Class C shares................................................................ 14,788

SC LifePath 2040
Class A shares................................................................ 14,219,539
Class B shares................................................................ 3,873,034
Class C shares................................................................ 200,505
</TABLE>

25
<PAGE>
APPENDIX

<TABLE>
<S> <C>
STAGECOACH TRUST NORWEST ADVANTAGE FUNDS
111 CENTER STREET TWO PORTLAND SQUARE
LITTLE ROCK, AR 77201 PORTLAND, ME O4101
</TABLE>

BY MY SIGNATURE BELOW, I APPOINT R. GREG FELTUS, RICHARD H. BLANK, JR. AND
MICHAEL W. NOLTE (OFFICERS OF STAGECOACH TRUST), 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 TRUST
(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
JUNE 1, 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 THE SC
AND NAF FUNDS, WHICH UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE
PROPOSAL.

PLEASE VOTE THE SHARES I HAVE INDICATED BELOW IN THE FOLLOWING MANNER:

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

Date ---------------------------------------
</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 CALLING 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.