STAGECOACH TRUST, PRES14A, 1999-05-14

STAGECOACH TRUST
PRES14A, 1999-05-14

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<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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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:
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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 & COMPANY
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

May 25, 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. 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 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.
<PAGE>
- 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 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,

[NAME]
[TITLE]

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., 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

--------------------------------------
Secretary

May 25, 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 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 lays out 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 in
early June 1999.

5
<PAGE>
TABLE OF CONTENTS

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

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

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

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

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

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

Modernized and Streamlined Investment Strategies and Restrictions........................................ 10

Comparison of Expenses................................................................................... 10

Other Information about the Proposed Transaction........................................................... 10

Federal Income Tax Consequences.......................................................................... 10

More Information on Proxy Voting......................................................................... 10

Large Shareholders....................................................................................... 11

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

EXHIBIT B: Fee Tables for Each Fund........................................................................ 17
</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 & Co. 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 can increase operational efficiencies
and manage 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.

- 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 Trustees. A combined Board of SC Trustees 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.

8
<PAGE>
- GOVERNING DOCUMENTS AND CHANGES TO THEM. Both Delaware and Massachusetts
business trust 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. The WF Declaration creates certain
default requirements that the Board may override if it chooses. This will
enable the Board to operate more efficiently.

- 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. The WF Funds' Declaration of Trust will change
shareholder voting rights. For example, shareholders of the WF Funds will
not have the right to vote to remove the trustees, call a special meeting
of shareholders, or vote on reorganizations unless required under the
federal securities laws. 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 require 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 provides 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. 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 January 31, 1999, BGFA provided
investment advisory services for $27 billion in assets.

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 reimbursements. THE ADVISORY
FEE CHARGED BY BGFA WILL NOT INCREASE. You should review the applicable fee
information for your particular Fund.

9
<PAGE>
MODERNIZED AND STREAMLINED INVESTMENT POLICIES AND RESTRICTIONS

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

However, the WF Funds will have more modern and streamlined investment
strategies and restrictions. Investment strategies can limit a portfolio manager
from investing in a security that is consistent with the investment objective of
a Fund and a good investment. One reason for changing some of these investment
strategies was to adopt uniform investment strategies for similarly managed
funds in the WF Fund family, and to remove restrictions that unnecessarily
hamper a portfolio manager's investment discretion.

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' 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 money by eliminating the need to solicit proxies to obtain
shareholder approval. There is no current plan to change any investment
objectives.

COMPARISON OF FEES AND EXPENSES

After the Reorganization, the projected operating expense ratios for the SC
Funds will change. Some of the Funds are projected to have higher operating
expense ratios before waivers and reimbursements. These higher expense ratios
are due primarily to new or increased shareholder servicing fees that are
intended to improve the scope or quality of services provided to WF Fund
shareholders. Wells Fargo Bank has agreed to fee waivers for one year so that
the operating expense ratios will be at or close to the current expense ratios.
Wells Fargo also has agreed to discuss any reduction in the waiver or
reimbursement with the WF Funds' Trustees. 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, 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.

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. 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.

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<PAGE>
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.

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;

- 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 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
& Company 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 & Company 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 OF
TYPE OF PERCENTAGE PERCENTAGE FUND POST-
FUND ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
- ------------------- ------------------------------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
LifePath WELLS FARGO BANK FBO RETIREMENT PLANS Class A 19.19% 16.25% 16.25%
Opportunity Fund OMNIBUS Record Holder
P.O. BOX 63015
SAN FRANCISCO CA 94163

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

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

11
<PAGE>
<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- -------------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE OF
TYPE OF PERCENTAGE PERCENTAGE FUND POST-
FUND ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
- ------------------- ------------------------------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
DEAN WITTER REYNOLDS CUST FOR RONALD Class B 6.62% 0.35% 0.35%
J CLARK Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

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

NFSC FEBO # CL5-579882 Class C 8.45% 0.85% 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 Class A 26.34% 21.27% 21.27%
OMNIBUS Record Holder
P.O. BOX 63015
SAN FRANCISCO CA 94163

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

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

LifePath 2010 Fund NORBERTO TAN CUST Class C 6.12% 0.06% 0.06%
FBO MARCO TAN UTMA/CA Record Holder
13501 MORROCO AVE
BAKERSFIELD CA 93312

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

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

DEAN WITTER FOR THE BENEFIT OF SAM Class C 7.83% 0.08% 0.08%
TIDHAR & Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250
</TABLE>

12
<PAGE>
<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- -------------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE OF
TYPE OF PERCENTAGE PERCENTAGE FUND POST-
FUND ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
- ------------------- ------------------------------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
DEAN WITTER FOR THE BENEFIT OF ALLEN Class C 5.98% 0.06% 0.06%
C JAYNES & 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 Class A 27.30% 22.95% 22.95%
OMNIBUS Record Holder
P.O. BOX 63015
SAN FRANCISCO CA 94163

LifePath 2020 Fund DEAN WITTER FOR THE BENEFIT OF ERNEST Class C 6.32% 0.01% 0.01%
D CHAPMAN & 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 Class C 6.07% 0.01% 0.01%
FRANCOISE S BEAUFAYS & LUCA DE ALFARO Record Holder
JTTEN
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

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

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

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

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

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

DEAN WITTER FOR THE BENEFIT OF EDNA M Class C 9.73% 0.02% 0.02%
BETTENCOURT 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 PERCENTAGE OF
TYPE OF PERCENTAGE PERCENTAGE FUND POST-
FUND ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
- ------------------- ------------------------------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
LifePath 2030 Fund WELLS FARGO BANK FBO RETIREMENT PLANS Class A 31.53% 26.09% 26.09%
OMNIBUS Record Holder
P.O. BOX 63015
SAN FRANCISCO CA 94163

LifePath 2030 Fund DEAN WITTER FOR THE BENEFIT OF ERNEST Class C 10.53% 0.02% 0.02%
D CHAPMAN & 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 Class C 9.92% 0.01% 0.01%
MOAYERI AND Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

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

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

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

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

DEAN WITTER FOR THE BENEFIT OF THOMAS Class C 5.17% 0.01% 0.01%
F & SANDRA 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 Class A 34.21% 26.64% 26.64%
OMNIBUS Record Holder
P.O. BOX 63015
SAN FRANCISCO CA 94163

LifePath 2040 Fund PARIS HOLD Class C 5.50% 0.06% 0.06%
1961 S LA CIENEGA BLVD Record Holder
LOS ANGELES CA 90034

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

14
<PAGE>
<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- -------------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE OF
TYPE OF PERCENTAGE PERCENTAGE FUND POST-
FUND ADDRESS OWNERSHIP OF CLASS OF FUND CLOSING
- ------------------- ------------------------------------- -------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
DEAN WITTER FOR THE BENEFIT OF Class C 19.79% 0.21% 0.21%
CYNTHIA GENERA ORLANDI TTEE OF THE Record Holder
P.O. BOX 250 CHURCH STREET STATION
NEW YORK, NY 10008-0250

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

15
<PAGE>
EXHIBIT A
INFORMATION ABOUT THE TRUSTEES

<TABLE>
<CAPTION>
NAME AGE OCCUPATION
- ------------------------- --- ------------------------------------------------------------------------------
<S> <C> <C>
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.
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.
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

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
OPPORTUNITY OPPORTUNITY
------------- -------------
<S> <C> <C>
CLASS A
Shareholder Fees
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% 0.16%
Net Annual Fund Operating Expenses..................................................... 1.30% 1.30%

CLASS B
Shareholder Fees
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% 0.15%
Net Annual Fund Operating Expenses..................................................... 1.80% 1.80%

CLASS C
Shareholder Fees
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% 0.12%
Net Annual Fund Operating Expenses..................................................... 1.80% 1.80%
</TABLE>

- ------------------------
* 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............................................................................. $ 963 $ 963
Five Year.............................................................................. $ 1,247 $ 1,247
Ten Year............................................................................... $ 2,053 $ 2,053

CLASS B
One Year............................................................................... $ 683 $ 683
Three Year............................................................................. $ 866 $ 866
Five Year.............................................................................. $ 1,175 $ 1,175
Ten Year............................................................................... $ 1,924 $ 1,924

CLASS C
One Year............................................................................... $ 283 $ 283
Three Year............................................................................. $ 566 $ 566
Five Year.............................................................................. $ 975 $ 975
Ten Year............................................................................... $ 2,116 $ 2,116
</TABLE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2010 2010
----------- -----------
<S> <C> <C>
CLASS A
Shareholder Fees
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% 0.09%
Net Annual Fund Operating Expenses......................................................... 1.30% 1.30%

CLASS B
Shareholder Fees
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% 0.13%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%
</TABLE>

18
<PAGE>
<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2010 2010
----------- -----------
CLASS C
<S> <C> <C>
Shareholder Fees
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% 0.12%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%
</TABLE>

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2010 2010
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 963 $ 963
Five Year.................................................................................. $ 1,247 $ 1,247
Ten Year................................................................................... $ 2,053 $ 2,053

CLASS B
One Year................................................................................... $ 683 $ 683
Three Year................................................................................. $ 866 $ 866
Five Year.................................................................................. $ 1,175 $ 1,175
Ten Year................................................................................... $ 1,920 $ 1,920

CLASS C
One Year $ 283 $ 283
Three Year................................................................................. $ 566 $ 566
Five Year.................................................................................. $ 975 $ 975
Ten Year................................................................................... $ 2,116 $ 2,116
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2020 2020
----------- -----------
<S> <C> <C>
CLASS A
Shareholder Fees
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% 0.06%
Net Annual Fund Operating Expenses......................................................... 1.30% 1.30%

CLASS B
Shareholder Fees
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% 0.11%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%

CLASS C
Shareholder Fees
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% 0.13%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%
</TABLE>

EXAMPLE OF EXPENSES:

20
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2020 2020
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 963 $ 963
Five Year.................................................................................. $ 1,247 $ 1,247
Ten Year................................................................................... $ 2,053 $ 2,053

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2030 2030
----------- -----------
<S> <C> <C>
CLASS A
Shareholder Fees
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% 0.06%
Net Annual Fund Operating Expenses......................................................... 1.30% 1.30%

CLASS B
Shareholder Fees
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% 0.14%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%
</TABLE>

21
<PAGE>
<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2030 2030
----------- -----------
CLASS C
<S> <C> <C>
Shareholder Fees
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% 0.35%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%
</TABLE>

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2030 2030
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 963 $ 963
Five Year.................................................................................. $ 1,247 $ 1,247
Ten Year................................................................................... $ 2,053 $ 2,053

22
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2040 2040
----------- -----------
<S> <C> <C>
CLASS A
Shareholder Fees
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% 0.04%
Net Annual Fund Operating Expenses......................................................... 1.30% 1.30%

CLASS B
Shareholder Fees
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% 0.15%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%

CLASS C
Shareholder Fees
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% 0.07%
Net Annual Fund Operating Expenses......................................................... 1.80% 1.80%
</TABLE>

EXAMPLE OF EXPENSES:

23
<PAGE>

<TABLE>
<CAPTION>
STAGECOACH WF
LIFEPATH LIFEPATH
2040 2040
----------- -----------
<S> <C> <C>
CLASS A
One Year................................................................................... $ 700 $ 700
Three Year................................................................................. $ 963 $ 963
Five Year.................................................................................. $ 1,247 $ 1,247
Ten Year................................................................................... $ 2,053 $ 2,053

24
<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
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 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
</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 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.