<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1995
File No. 33-09645
File No. 811-4881
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 33
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
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NORWEST ADVANTAGE FUNDS
(Formerly "Norwest Funds" and prior thereto "Prime Value Funds, Inc.")
(Exact Name of Registrant as Specified in its Charter)
61 Broadway, New York, New York 10006
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: (212) 363-3301
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David I. Goldstein, Esq.
Forum Financial Services, Inc.
Two Portland Square, Portland, Maine 04101
(Name and Address of Agent for Service)
Copies of Communications to:
Anthony C.J. Nuland, Esq.
Seward & Kissel
1200 G Street, N.W.
Washington, D.C. 20005
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It is proposed that this filing will become effective:
X immediately upon filing pursuant to Rule 485, paragraph (b)
- ----
on [ ] pursuant to Rule 485, paragraph (b)
- ----
60 days after filing pursuant to Rule 485, paragraph (a)(i)
- ----
on [ ] pursuant to Rule 485, paragraph (a)(i)
- ----
75 days after filing pursuant to Rule 485, paragraph (a)(ii)
- ----
on [ ] pursuant to Rule 485, paragraph (a)(ii)
- ----
this post-effective amendment designates a new effective date for a
- ---- previously filed post-effective amendment
Registrant has registered an indefinite number of shares of beneficial interest
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Accordingly, no fee is payable herewith. Registrant filed
a Rule 24f-2 notice for the most recent fiscal year of its various portfolios on
July 31, 1995.
INTERNATIONAL FUND OF REGISTRANT IS CURRENTLY STRUCTURED AS A MASTER-FEEDER
FUND. THIS AMENDMENT INCLUDES A MANUALLY EXECUTED SIGNATURE PAGE FOR THE MASTER
FUND, INTERNATIONAL PORTFOLIO, A SERIES OF CORE TRUST (DELAWARE).
<PAGE>
Calculation of Registration Fee
NORWEST ADVANTAGE FUNDS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed
Title of Amount of Maximum Proposed Amount
Securities Securities Offering Maximum of
Being Being Price per Offering Registration
Series of Registrant Registered Registered Share (1) Price (2) Fee(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash Investment Fund Shares of Beneficial 297,282,400 $1.00 $297,282,400.00 $ 59,457
Interest
U.S. Government Fund Shares of Beneficial 817,535,380 $1.00 817,535,380.00 163,507.07
Interest
Treasury Fund Shares of Beneficial 222,961,800 $1.00 222,961,800.00 44,592.36
Interest
Ready Cash Investment Fund Shares of Beneficial 914,152,160 $1.00 914,152,160.00 182,830.43
Interest
Municipal Money Market Fund Shares of Beneficial 431,059,480 $1.00 431,059,480.00 86,211.89
Interest
------------- ----------------- -----------
TOTAL 2,682,991,220 $2,682,991,220.00 $536,598.23
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</TABLE>
(1) Computed under Rule 457(d) of the Securities Act of 1933, as amended, on
the basis of the offering price per share at the close of business on November
9, 1995.
(2) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2 under the Investment Company Act of 1940, as amended.
(3) The table below shows the number of shares that were redeemed during the
previous fiscal year each of Registrant's separate series, or classes thereof.
All of these redeemed shares were used for reduction pursuant to Rule 24e-2(a)
or Rule 24f-2(c) and no shares are used for the reduction of the fee herewith.
Cash Investment Fund 12,563,069,929
U.S. Government Fund 5,885,641,030
Treasury Fund 3,267,938,679
Ready Cash Investment Fund 1,796,292,047
Municipal Money Market Fund 1,491,147,335
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Portland, State of Maine on the 14th day
of November, 1995.
NORWEST ADVANTAGE FUNDS
By: /s/ John Y. Keffer
---------------------
John Y. Keffer
President
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registrant's Registration Statement has been signed below by the following
persons in the capacities indicated on the 14th day of November, 1995.
SIGNATURES TITLE
(a) Principal Executive Officer
/s/ John Y. Keffer Chairman and President
--------------------------
John Y. Keffer
(b) Principal Financial and
Accounting Officer
/s/ Michael D. Martins Treasurer, Principal Financial
-------------------------- and Accounting Officer
Michael D. Martins
(c) A Majority of the Trustees
/s/ John Y. Keffer Chairman
--------------------------
John Y. Keffer
James C. Harris Trustee
Richard M. Leach Trustee
Donald H. Burkhart Trustee
Robert C. Brown Trustee
By: /s/ John Y. Keffer
---------------------
John Y. Keffer
Attorney in Fact
Trustee
-------------------------
Donald C. Willeke
Trustee
-------------------------
Timothy J. Penny
<PAGE>
SIGNATURES
On behalf of Core Trust (Delaware), being duly authorized, I have duly caused
this amendment to the Registration Statement of Norwest Advantage Funds to be
signed in the City of Portland, State of Maine on the 14th day of November,
1995.
CORE TRUST (DELAWARE)
By: /s/ John Y. Keffer
----------------------
John Y. Keffer
President
This amendment to the Registration Statement of Norwest Advantage Funds (to the
extent applicable to International Fund thereof and no other series of Norwest
Advantage Funds) has been signed below by the following persons in the
capacities indicated on the 14th day of November, 1995.
SIGNATURES TITLE
(a) Principal Executive Officer
/s/ John Y. Keffer Chairman and President
--------------------------
John Y. Keffer
(b) Principal Financial and Accounting Officer
/s/ Michael D. Martins Treasurer, Principal Financial
-------------------------- and Accounting Officer
Michael D. Martins
(c) A Majority of the Trustees
/s/ John Y. Keffer Chairman
--------------------------
John Y. Keffer
J. Michael Parish Trustee
James C. Cheng Trustee
Costas Azariadis Trustee
By: /s/ John Y. Keffer
------------------------
John Y. Keffer
Attorney in Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- ------------
10 Opinion of Counsel
Other Exhibit Power of Attorney of James C. Harris
Other Exhibit Power of Attorney of Richard M. Leach
Other Exhibit Power of Attorney of Robert C. Brown
Other Exhibit Power of Attorney of Donald H. Burkhardt
Other Exhibit Power of Attorney of J. Michael Parish
Other Exhibit Power of Attorney of James C. Cheng
Other Exhibit Power of Attorney of Costas Azariadis
<PAGE>
Exhibit 10.
November 14, 1995
Norwest Advantage Funds
61 Broadway
New York, New York 10006
Dear Sirs:
As secretary of Norwest Advantage Funds (the "Fund"), a Delaware business
trust, and counsel for Forum Financial Services, Inc. ("Forum"), administrator
of the Fund, I have acted as counsel for the Fund in connection with the
registration of the additional shares of beneficial interest, no par value (the
"Shares"), as listed in Post-Effective Amendment Number 33 to the Fund's
Registration Statement under the Securities Act of 1933, as amended (the "1933
Act").
As such, I have participated in the preparation of Post-Effective Amendment
No. 33 to the Fund's Registration Statement (File No. 33-9645) on Form N-1A
relating to the Shares and have examined and relied upon such corporate records
of the Fund and other documents and certificates as to factual matters I have
deemed to be necessary to render the opinion expressed herein.
Based on such examination, I am of the opinion that the Shares being
registered by Post-Effective Amendment No. 33 to the Fund's Registration
Statement are duly authorized and unissued shares of beneficial interest, and
when the Shares have been duly sold, issued and paid for as contemplated in a
Prospectus forming a part of an effective Registration Statement of the Fund
under the 1933 Act, the Shares will have been validly and legally issued
(assuming there is no amendment to the Fund's Trust Instrument in the future to
the contrary) and will be fully paid and non-assessable shares of beneficial
interest of the Fund under the laws of the State of Delaware.
My opinion above stated is expressed as a member of the bar of the State of
Maine.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to said Post-Effective Amendment No. 33 to the
Fund's Registration Statement.
Sincerely,
/s/ David I. Goldstein
------------------------
David I. Goldstein
Counsel, Forum Financial Services, Inc.
Secretary, Norwest Advantage Funds
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that James C. Harris constitutes and
appoints John Y. Keffer, David I. Goldstein, Thomas G. Sheehan, Anthony C.J.
Nuland and Robert M. Nelson and each of them, as true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities to sign the Registration
Statement on Form N-1A and any or all amendments thereto of Norwest Funds, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ James C. Harris
----------------------
James C. Harris
Dated: December 8, 1993
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Richard M. Leach constitutes and
appoints John Y. Keffer, David I. Goldstein, Thomas G. Sheehan, Anthony C.J.
Nuland and Robert M. Nelson and each of them, as true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities to sign the Registration
Statement on Form N-1A and any or all amendments thereto of Norwest Funds, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Richard M. Leach
----------------------
Richard M. Leach
Dated: December 8, 1993
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Robert C. Brown constitutes and
appoints John Y. Keffer, David I. Goldstein, Thomas G. Sheehan, Anthony C.J.
Nuland and Robert M. Nelson and each of them, as true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities to sign the Registration
Statement on Form N-1A and any or all amendments thereto of Norwest Funds, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Robert C. Brown
----------------------
Robert C. Brown
Dated: December 8, 1993
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Donald H. Burkhardt constitutes and
appoints John Y. Keffer, David I. Goldstein, Thomas G. Sheehan, Anthony C.J.
Nuland and Robert M. Nelson and each of them, as true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities to sign the Registration
Statement on Form N-1A and any or all amendments thereto of Norwest Funds, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Donald H. Burkhardt
-------------------------
Donald H. Burkhardt
Dated: December 8, 1993
<PAGE>
CORE TRUST (DELAWARE)
POWER OF ATTORNEY
WITH RESPECT TO INTERNATIONAL FUND
KNOW ALL MEN BY THESE PRESENTS, that Costas Azariadis constitutes and
appoints John Y. Keffer, David I. Goldstein, Thomas G. Sheehan, and R. Darrell
Mounts and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Norwest Funds, a registered open-end
management investment company, to the extent such Registration Statement relates
to International Fund, a series of Norwest Funds which intends to invest in
International Portfolio of Core Trust (Delaware) (the "Fund"), to the extent
such signature is required by law or the rules or interpretations of the
Securities and Exchange Commission or its staff and then only if such signature
is accompanied by language which restricts the effectiveness of such signature
for purposes of the Securities Act of 1933 to said Registration Statement as it
applies to the Fund and no other series of Norwest Funds, and to file the same
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Costas Azariadis
----------------------
Costas Azariadis
Dated: November 9, 1994
<PAGE>
CORE TRUST (DELAWARE)
POWER OF ATTORNEY
WITH RESPECT TO INTERNATIONAL FUND
KNOW ALL MEN BY THESE PRESENTS, that Costas Azariadis constitutes and
appoints John Y. Keffer, David I. Goldstein, Thomas G. Sheehan, and R. Darrell
Mounts and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Norwest Funds, a registered open-end
management investment company, to the extent such Registration Statement relates
to International Fund, a series of Norwest Funds which intends to invest in
International Portfolio of Core Trust (Delaware) (the "Fund"), to the extent
such signature is required by law or the rules or interpretations of the
Securities and Exchange Commission or its staff and then only if such signature
is accompanied by language which restricts the effectiveness of such signature
for purposes of the Securities Act of 1933 to said Registration Statement as it
applies to the Fund and no other series of Norwest Funds, and to file the same
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ James C. Cheng
--------------------
James C. Cheng
Dated: November 9, 1994
<PAGE>
CORE TRUST (DELAWARE)
POWER OF ATTORNEY
WITH RESPECT TO INTERNATIONAL FUND
KNOW ALL MEN BY THESE PRESENTS, that Costas Azariadis constitutes and
appoints John Y. Keffer, David I. Goldstein, Thomas G. Sheehan, and R. Darrell
Mounts and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the Registration Statement on Form
N-1A and any or all amendments thereto of Norwest Funds, a registered open-end
management investment company, to the extent such Registration Statement relates
to International Fund, a series of Norwest Funds which intends to invest in
International Portfolio of Core Trust (Delaware) (the "Fund"), to the extent
such signature is required by law or the rules or interpretations of the
Securities and Exchange Commission or its staff and then only if such signature
is accompanied by language which restricts the effectiveness of such signature
for purposes of the Securities Act of 1933 to said Registration Statement as it
applies to the Fund and no other series of Norwest Funds, and to file the same
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ J. Michael Parish
-----------------------
J. Michael Parish
Dated: November 9, 1994
