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File No. 333-00931
Rule 497(d)
STATEMENT OF ADDITIONAL INFORMATION
Transfer of the assets of
Adjustable U.S. Government Reserve Fund,
Government Income Fund and
Income Stock Fund of
Norwest Advantage Funds
Two Portland Square
Portland, Maine 04101
Telephone 207-879-1900
by and in exchange for shares of
Stable Income Fund,
Intermediate U.S. Government Fund
and Income Equity Fund of
Norwest Advantage Funds
This Statement of Additional Information relating to the
proposed transfer of the assets of Adjustable U.S. Government
Reserve Fund, Government Income Fund and Income Stock Fund (the
"Transferor Funds"), respectively, of Norwest Advantage Funds
(the "Trust") to Stable Income Fund, Intermediate U.S. Government
Fund and Income Equity Fund of the Trust (the "Acquiring Funds"),
respectively, in exchange for shares of the Acquiring Funds (the
"Transaction") consists of (i) this cover page, (ii) the
unaudited pro forma financial information dated as of October 31,
1995 (which was filed with the Securities and Exchange Commission
(the "SEC") on February 14, 1996 as part of the Trust's
Registration Statement on Form N-14; accession no. 000919574-96-
000181), (iii) a one-page summary of the distribution plan of the
Trust as it relates to the Acquiring Funds and the Transferor
Funds and (iv) the following described documents which are
attached hereto and, as they pertain to the Acquiring Funds and
Transferor Funds, are incorporated by reference herein:
(1) Statement of Additional Information offering
A Shares and B Shares of the Acquiring Funds
dated April 1, 1996 (which was filed with the
SEC on April 18, 1996; accession no.
00009012057-96-006668).
(2) Statement of Additional Information offering
I Shares of the Acquiring Funds dated March 1,
1996 (which was filed with the SEC on April
18, 1996; accession no. 00009012057-96-
006668).
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(3) Report of Independent Auditors and financial
statements of the Acquiring Funds for the year
ended October 31, 1995 (which were filed with
the SEC on January 31, 1996; accession no.
0000912057-96-001085).
(4) Unaudited financial statements of the
Transferor Funds for the period ended
November 30, 1995 (which were filed with the
SEC on January 31, 1996; accession no.
0000912057-96-001084).
(5) Report of Independent Auditors and financial
statements of the Transferor Funds for the
year ended May 31, 1995 (which were filed with
the SEC on February 14, 1996; accession no.
000091954-96-000181).
This Statement of Additional Information is not a
prospectus. A Prospectus/Proxy Statement dated April 1,
1996 relating to the above referenced matter may be obtained
without charge by writing to Forum Financial Group, Two
Portland Square, Portland, Maine 04101 or by calling 1-800-
338-1348. This Statement of Additional Information relates
to, and should be read in conjunction with, such
Prospectus/Proxy Statement.
This Statement of Additional Information is dated
April 1, 1996.
2
47180012.AF4
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Pro Forma Combined Financial
Information for the year ended October 31, 1995
The following unaudited pro forma combined financial
information relates to the acquisition of all the assets and
liabilities of Adjustable U.S. Government Reserve Fund,
Government Income Fund and Income Stock Fund (the "Transferor
Funds") by and in exchange for shares of Stable Income Fund,
Intermediate U.S. Government Fund and Income Equity Fund,
respectively (the "Acquiring Funds") (the "Transaction"). Each
of the Transferor Funds and Acquiring Funds are portfolios of
Norwest Advantage Funds. The information gives effect to the
Transaction as if it had occurred on November 11, 1994 and
consists of a statement of the pro forma combined portfolio of
investments, a statement of assets and liabilities and a
statement of operations. The pro forma combined results of
operations are not intended as representations of the level of
expenses of the Acquiring Funds following consummation of the
Transaction and are not indicative of future operations or actual
results had the Transaction been consummated on November 11,
1994. This unaudited information should be read in conjunction
with the separate financial statements of the Transferor Funds
and the Acquiring Funds.
47180012.AF4
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Summary of Certain Differences in the Treatment
of the Acquiring Funds and the Transferor
Funds Under the Distribution Plan of the Trust
The distribution plan relating to the B Shares (the
"Shares") of the Trust, which was adopted in accordance with
the requirements of Rule 12b-1 under the Investment Company
Act of 1940 (the "Plan"), provides for the continuation for
certain periods of time of payments by a Fund in
consideration of sales of Shares that occurred prior to
termination of the Plan with respect to that Fund. Payments
would continue in the event that the Plan is terminated with
respect to a Fund and (i) the Trust alters the terms of the
contingent deferred sales charges applicable to Shares of
the Fund outstanding at the time of the termination, (ii)
the Trust pays a portion of the asset based sales charge or
service fees to an entity other than the distributor or its
assignee (unless the distributor at the time of the
termination was in material breach under the Distribution
Agreement in respect of the Fund) or (iii) the Fund adopts a
distribution plan relating to a class of shares of the Fund
that has a sales load structure substantially similar (as
defined in the Plan) to that of the Shares.
Payments by a Transferor Fund would continue until the
earlier of (i) four years after the date of such termination
or (ii) such time as there exist no outstanding Uncovered
Distribution Charges, as defined below, attributable to the
Fund. Payments by an Acquiring Fund would continue until
such time as there exist no outstanding Uncovered
Distribution Charges attributable to the Fund and,
therefore, could continue for periods of time beyond four
years after the date of termination. Payments by an
Acquiring Fund or a Transferor Fund would be made only in
respect of Shares sold prior to the termination of the Plan.
Uncovered Distribution Charges are equivalent to all sales
commissions previously due (plus interest), less the amount
of distribution services fees received by the distributor
pursuant to the Plan and all contingent deferred sales
charges previously paid to the distributor.
47180012.AF4
