NORWEST ADVANTAGE FUNDS
24F-2NT, 1996-07-26
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                       U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 24F-2
                           ANNUAL NOTICE OF SECURITIES SOLD
                                PURSUANT TO RULE 24F-2

               READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
                                PLEASE PRINT OR TYPE.

- --------------------------------------------------------------------------------
1.  Name and address of issuer:

              Norwest Advantage Funds(1)
              Two Portland Square
              Portland, Maine 04101
- --------------------------------------------------------------------------------
2.  Name of each series or class of funds for which this notice is filed:

         Cash Investment Fund
         U.S. Government Fund
         Treasury Fund
         Ready Cash Fund
         Municipal Money Market Fund
         Income Fund
         Total Return Bond Fund
         Tax-Free Income Fund
         Colorado Tax-Free Fund
         Minnesota Tax-Free Fund
         ValuGrowth Stock Fund
         Small Company Stock Fund
         Contrarian Stock Fund
         Small Company Growth Fund
         Large Company Growth Fund
         Index Fund
         Income Equity Fund
         Income Stock Fund
         International Fund
         Growth Equity Fund
         Diversified Equity Fund
         Diversified Bond Fund
            (FORMERLY, MANAGED FIXED INCOME FUND)(2)
         Intermediate Government Income Fund
            (FORMERLY, INTERMEDIATE U.S. GOVERNMENT FUND)(3)
         Government Income Fund
         Conservative Balanced Fund
         Moderate Balanced Fund
- --------------------------------------------------------------------------------

(1) On October 1, 1995, the Board of Trustees of Norwest Funds adopted a
resolution changing the name of Norwest Funds to Norwest Advantage Funds.

(2) On October 1, 1995, the Board of Trustees of Norwest Advantage Funds
(then named Norwest Funds) adopted a resolution changing the name of the 
Managed Fixed Income Fund to the Diversified Bond Fund.

(3) On April 27, 1996 the Board of Trustees of Norwest Advantage Funds adopted
a resolution changing the name of the Intermediate U.S. Government Fund to the
Intermediate Government Income Fund.


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- --------------------------------------------------------------------------------
         Growth Balanced Fund
         Stable Income Fund
         Adjustable U.S. Government Reserve Fund
         Arizona Tax-Free Income Fund

- --------------------------------------------------------------------------------
3.  Investment Company Act File Number:  811-4881

    Securities Act File Number:  33-9645

- --------------------------------------------------------------------------------
4.  Last day of fiscal year for which this notice is filed:

         May 31, 1996(4)

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5.  Check box if this notice is being filed more than 180 days after the close
    of the issuer's fiscal year for purposes of reporting securities sold after
    the close of the fiscal year but before termination of the issuer's 24f-2
    declaration:
                                                                          [  ]
- --------------------------------------------------------------------------------
6.  Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
    applicable (see Instruction A.6):


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7.  Number and amount of securities of the same class or series which had been
    registered under the Securities Act of 1933 other than pursuant to Rule
    24f-2 in a prior fiscal year, but which remained unsold at the beginning of
    the fiscal year:

              Zero (0) Shares

- --------------------------------------------------------------------------------
8.  Number and amount of securities registered during the fiscal year other
    than pursuant to Rule 24f-2:

                                       Shares         Dollars
                                       ------         -------
    Cash Investment Fund          172,423,821     $172,423,821
    U.S. Government Fund          474,170,503     $474,170,503
    Treasury Fund                 129,317,844     $129,317,844
    Ready Cash Investment Fund    530,208,247     $530,208,247
    Municipal Money Market Fund   250,014,481     $250,014,481
                                  -----------     ------------

    TOTAL                       1,556,134,896   $1,556,134,896
                                -------------   --------------
                                -------------   --------------

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

(4) By resolution adopted by the Board of Trustees of Norwest Advantage Funds
on April 27, 1996, the fiscal year end for the following funds was changed from
October 31, 1996 to May 31, 1996 and, accordingly, the fiscal period reflected
herein for these funds is November 1, 1995 through May 31, 1996:  Small Company
Growth Fund, Large Company Growth Fund, Index Fund, Income Equity Fund,
International Fund, Growth Equity Fund, Diversified Equity Fund, Diversified
Bond Fund, Intermediate Government Fund, Conservative Balanced Fund, Moderate
Balanced Fund, Growth Balanced Fund, and Stable Income Fund.


                                       2
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9.  Number and aggregate sale price of securities sold during fiscal year:

                                            Shares             Dollars
                                            ------             -------
    Cash Investment Fund            15,607,180,994     $15,607,180,994
    U.S. Government Fund             8,707,095,355      $8,707,095,355
    Treasury Fund                    5,433,645,735      $5,433,645,735
    Ready Cash Fund                  3,411,642,550      $3,411,642,550
    Municipal Money Market Fund      2,309,874,997      $2,309,874,997
    Income Fund                         20,609,580        $201,388,746
    Total Return Bond Fund               5,747,967         $55,898,064
    Tax-Free Income Fund                22,615,328        $225,749,173
    Colorado Tax-Free Fund               1,422,274         $14,482,660
    Minnesota Tax-Free Fund              2,017,067         $21,695,402
    ValuGrowth Stock Fund                1,508,695         $31,070,433
    Small Company Stock Fund             5,177,247         $61,996,210
    Contrarian Stock Fund                1,691,330         $18,217,312
    Small Company Growth Fund            2,810,689         $81,160,416
    Large Company Growth Fund              498,044         $12,041,999
    Index Fund                           1,644,891         $48,667,390
    Income Equity Fund                   8,360,569        $229,144,058
    Income Stock Fund                    8,140,656        $104,931,481
    International Fund                   2,552,108         $47,761,283
    Growth Equity Fund                   6,637,642        $181,034,815
    Diversified Equity Fund              6,929,313        $199,617,123
    Diversified Bond Fund                1,441,842         $38,140,672
    Intermediate Government Fund        38,982,723        $399,172,411
    Government Income Fund              35,609,214        $315,064,836
    Conservative Balanced Fund           1,880,846         $33,303,482
    Moderate Balanced Fund               4,706,163         $92,435,873
    Growth Balanced Fund                 5,851,500        $128,023,842
    Stable Income Fund                   6,927,145         $72,148,530
    Adjustable U.S. Government 
      Reserve Fund                         497,214          $4,682,450
    Arizona Tax-Free Fund                   24,052            $237,354
                                    --------------     ---------------

                   TOTAL            35,663,723,730     $38,087,505,646
                                    --------------     ---------------
                                    --------------     ---------------

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10. Number and aggregate sale price of securities sold during the fiscal year
    in reliance upon registration pursuant to Rule 24f-2:

                                            Shares             Dollars
                                            ------             -------

                   TOTAL            34,107,588,834     $36,531,370,750
                                    --------------     ---------------

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11. Number and aggregate sale price of securities issued during the fiscal year
    in connection with dividend reinvestment plans, if applicable (see
    Instruction B.7):

    Securities issued during the fiscal year in connection with dividend
    reinvestment plans are included in the securities reported in Item 9.

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                                        3

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12.  Calculation of registration fee:
<TABLE>
<S>                                                                                         <C>
    (i) Aggregate sale price of securities sold during the fiscal year in reliance on 
        Rule 24f-2 (from Item 10):                                                               $36,531,370,750
                                                                                            --------------------

    (ii) Aggregate price of shares issued in connection with dividend reinvestment
         plans (from Item 11, if applicable):                                               +                 0*
                                                                                            --------------------

    (iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if
          applicable):                                                                      - $   34,739,259,555
                                                                                            --------------------

    (iv) Aggregate price of shares redeemed or repurchased and previously applied as 
         a reduction to filing fees pursuant to Rule 24e-2 (if applicable):                 +                  0
                                                                                            --------------------

    (v)  Net aggregate price of securities sold and issued during the fiscal year in 
         reliance on Rule 24f-2 [line (i), plus line (ii), less line (iii), plus line 
         (iv)] (if applicable):                                                             $      1,792,111,195
                                                                                            --------------------

    (vi)  Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other 
          applicable law or regulation (see Instruction C.6):                              X              1/2900
                                                                                            --------------------

    (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:                          $         617,969.38
                                                                                            --------------------
                                                                                            --------------------
</TABLE>

*   SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS ARE INCLUDED
    IN THE SECURITIES REPORTED IN ITEM 9.

INSTRUCTION:  ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), AND (V) ONLY IF
              THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
              ISSUER'S FISCAL YEAR.  See Instruction C.3.

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13. Check box if fees are being remitted to the Commission's lockbox depository
    as described in Section 3a of the Commission's Rules of Informal and Other
    Procedures (17 CFR 202.3a).
                                                                          [X]
    Date of mailing or wire transfer of filing fees to the Commission's
    lockbox depository:

         July  26 , 1996

- --------------------------------------------------------------------------------
                                      SIGNATURES

    This report has been signed by the following persons on behalf of the
    issuer and in the capacities and on the dates indicated.

    By (Signature and Title)*  /s/Thomas G. Sheehan, Vice President
                                ------------------------------------


                                   Thomas G. Sheehan, Vice President
                                ------------------------------------

    Date  July  26 , 1996
         -----------------

* Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------

                                       4
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                          Securities and Exchange Commission
                                Washington, D.C. 20549
                                  RULE 24F-2 NOTICE

                               NORWEST ADVANTAGE FUNDS
                                 Two Portland Square
                                Portland, Maine 04101
                             File Nos. 33-9645; 811-4881


                                      SIGNATURE

    Pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940, Norwest Advantage Funds has duly caused this Rule 24f-2 Notice to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Portland, and State of Maine, on this  26th  day of July, 1996.



                                                 Norwest Advantage Funds


                                                 By:  /S/ John Y. Keffer
                                                    --------------------
                                                    John Y. Keffer
                                                    President



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[Logo]
Seward & Kissel, 1200 G Street, N.W., Washington, D.C. 20005

                                                 July 26, 1996

Norwest Advantage Funds
Two Portland Square
Portland, Maine  04101

Dear Sir or Madam:

    We have acted as counsel for Norwest Advantage Funds, a Delaware business
trust (the "Trust"), in connection with the Trust's Rule 24f-2 Notice to be
filed pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of
1940, as amended, to report the sale of 34,107,588,834 shares of beneficial
interest of the Trust, consisting of 15,434,757,173 shares of Cash Investment
Fund, 8,232,924,852 shares of U.S. Government Fund, 5,304,327,891 shares of
Treasury Fund, 2,881,434,303 shares of Ready Cash Fund, 2,059,860,516 shares of
Municipal Money Market Fund, 20,609,580 shares of Income Fund, 5,747,967 shares
of Total Return Bond Fund, 22,615,328 shares of Tax-Free Income Fund, 1,422,274
shares of Colorado Tax-Free Fund, 2,017,067 shares of Minnesota Tax-Free Fund,
1,508,695 shares of ValuGrowth Stock Fund, 5,177,247 shares of Small Company
Stock Fund, 1,691,330 shares of Contrarian Stock Fund, 2,810,689 shares of 
Small Company Growth Fund, 498,044 shares of Large Company Growth Fund, 
1,644,891 shares of Index Fund, 8,360,569 shares of Income Equity Fund, 
8,140,656 shares of Income Stock Fund, 2,552,108 shares of International 
Fund, 6,637,642 shares of Growth Equity Fund, 6,929,313 shares of Diversified
Equity Fund, 1,441,842 shares of Diversified Bond Fund (formerly known as 
Managed Fixed Income Fund), 38,982,723 shares of Intermediate Government Income
Fund (formerly known as Intermediate U.S. Government Fund), 35,609,214 shares
of Government Income Fund, 1,880,846 shares of Conservative Balanced Fund,
4,706,163 shares of Moderate Balanced Fund, 5,851,500 shares of Growth 
Balanced Fund, 6,927,145 shares of Stable Income Fund, 497,214 shares of
Adjustable U.S. Government Reserve Fund, and 24,052 shares of Arizona Tax-Free
Income Fund during the Trust's fiscal year ended May 31, 1996 in reliance upon
the Rule pursuant to the indefinite registration of such shares under the
Securities Act of 1933, as amended.

    As counsel for the Trust, we have examined and relied upon such records of
the Trust and other documents and certificates as to factual matters as we have
deemed to be necessary to render the opinion expressed herein.

    Based on such examination, we are of the opinion that the 34,107,588,834
shares so sold in reliance upon the Rule were duly authorized and legally issued
and, upon their issuance, were fully paid and non-assessable shares of
beneficial interest of the Trust under the laws of the State of Delaware.



<PAGE>

    Our opinion above stated is expressed as members of the bars of the
District of Columbia and the State of New York.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Trust's Rule 24f-2 Notice.

                                       Very truly yours,

                                       /s/ Seward & Kissel

                                       Seward & Kissel



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