As filed with the Securities and Exchange Commission on November 7, 1997
File No. 33-9645
File No. 811-4881
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 48
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 49
NORWEST ADVANTAGE FUNDS
(Formerly "Norwest Funds" and "Prime Value Funds, Inc.")
(Exact Name of Registrant as Specified in its Charter)
Two Portland Square
Portland, Maine 04101
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: (207) 879-1900
Catherine S. Wooledge, 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
It is proposed that this filing will become effective:
_____ immediately upon filing pursuant to Rule 485, paragraph (b)
_____ on [ ] pursuant to Rule 485, paragraph (b)
__X__ 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 its various portfolios with a May 31 fiscal year end on
July 28, 1997. READY CASH INVESTMENT FUND, STABLE INCOME FUND, TOTAL RETURN BOND
FUND, INDEX FUND, INCOME EQUITY FUND, LARGE COMPANY GROWTH FUND, SMALL COMPANY
STOCK FUND, SMALL COMPANY GROWTH FUND, SMALL CAP OPPORTUNITIES FUND,
INTERNATIONAL FUND, PERFORMA STRATEGIC VALUE BOND FUND, PERFORMA DISCIPLINED
GROWTH FUND, PERFORMA SMALL CAP VALUE FUND AND PERFORMA GLOBAL GROWTH FUND OF
REGISTRANT ARE CURRENTLY STRUCTURED AS FEEDER FUNDS.
<PAGE>
This Post-Effective Amendment affects only the Minnesota Intermediate Tax-Free
Fund of Norwest Advantage Funds. This filing incorporates by reference the Parts
A and B of Post-Effective Amendment No. 46, as filed on October 1, 1997, with
respect to the Minnesota Intermediate Tax-Free Fund, except as hereby amended
with respect to Minnesota Intermediate Tax-Free Fund.
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 404(A))
PART B
<TABLE>
<S> <C> <C>
Form N-1A Location in Statement of
Item No. (Caption) Additional Information (Caption)
- -------- --------- --------------------------------
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. General Information and History Prospectus
Item 13. Investment Objectives and Policies Investment Policies; Investment Limitations
Item 14. Management of the Fund Management; Additional Information about the
Trust and the Shareholders of the Funds
Item 15. Control Persons and Principal
Holders of Securities Additional Information about the Trust;
Shareholdings
Item 16. Investment Advisory and Other Services Management
Item 17. Brokerage Allocation and Other Practices Portfolio Transactions
Item 18. Capital Stock and Other Securities Additional Information about the Trust;
Shareholdings
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered Additional Purchase and Redemption Information
Item 20. Tax Status Taxation
Item 21. Underwriters Management - Administration and Distribution
Item 22. Calculation of Performance Data Performance and Advertising Data
Item 23 Financial Statements Other Information - Financial
Statements
</TABLE>
<PAGE>
NORWEST ADVANTAGE FUNDS
MINNESOTA INTERMEDIATE TAX-FREE FUND
I SHARES
Supplement Dated November 7, 1997 to
Prospectus Dated October 1, 1997
1. The section entitled "Multiclass, Collective Trust Fund and Master-Feeder
Performance" and the second paragraph thereunder entitled "Collective Trust Fund
Performance", on Page 44 of the Statement of Additional Information, is replaced
in its entirety with the following:
MULTICLASS, COLLECTIVE INVESTMENT AND COMMON TRUST FUND, AND MASTER-FEEDER
PERFORMANCE
COLLECTIVE INVESTMENT AND COMMON TRUST FUND PERFORMANCE
Prior to November 11, 1994, Norwest Bank Minnesota, N.A. managed several
collective investment funds with investment objectives and investment policies
that were in all material respects equivalent to certain of the Funds.
Therefore, the performance for those applicable Funds includes the performance
of their predecessor collective investment funds for periods before those funds
became mutual funds on November 11, 1994. The collective investment fund
performance was adjusted by netting those Funds' 1994 estimate of their expense
ratios for the first year of operations as a mutual fund, including any
applicable sales load. Prior to October 1, 1997, Norwest Bank Minnesota, N.A.
managed a common trust fund with investment objectives and investment policies
that were in all material respects equivalent to one of the Funds. Therefore,
performance for the Fund includes the performance of the predecessor common
trust fund for the period before the fund became a mutual fund on October 1,
1997. The common trust fund performance was adjusted by netting the Fund's 1997
estimate of its expense ratio for the first year of operation as a mutual fund,
including any applicable sales load. The collective investment funds and common
trust fund were not registered under the 1940 Act nor subject to certain
limitations, diversification requirements, and other restrictions imposed by the
1940 Act and the Internal Revenue Code, which, if applicable, may have adversely
affected the performance result. Prior performance is not indicative of a Fund's
future performance. The performance of International Fund reflects the
historical performance of Schroder International Equity Fund (managed by
Schroder Capital Management International Inc.) in which the collective
investment fund invested. Performance of International Fund has been adjusted to
reflect fees and expenses of the Schroder International Equity Fund.
2. The following section on Page C-4 of the Statement of Additional Information,
is replaced in its entirety with the following:
TABLE 3 - TOTAL RETURNS
The average annual total return of each class of each Fixed Income and Equity
Fund for the periods ended May 31, 1997 was as follows. The actual dates of the
commencement of each Fund's operations, or the commencement of the offering of
each class' shares, is listed in the Fund's financial statements. The
performance of the Funds marked with an asterisk (*) includes the performance of
a collective investment fund or a common trust fund prior to its conversion into
the Fund. (See "Performance and Advertising Data -- Multiclass, Collective
Investment Fund, Common Trust Fund and Core-Gateway Performance.") Prior to
1989, the collective investment funds and common trust fund were valued on the
calendar quarter; therefore the following chart does not reflect a Since
Inception figure as of the fiscal year end for those funds adopting collective
investment or common trust fund performance. Calendar quarter performance is
available from the adviser.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR
ONE THREE YEAR TO ONE THREE FIVE TEN SINCE
MONTH MONTHS DATE YEAR YEARS YEARS YEARS INCEPTION
CASH INVESTMENT FUND 0.44% 1.31% 2.58% 5.21% 5.22% 4.43% N/A 5.84%
READY CASH INVESTMENT FUND
Investor Shares 0.42% 1.22% 2.00% 4.87% 4.89% 4.09% N/A 5.45%
Institutional Shares 0.44% 1.31% 2.14% 5.23% 5.24% 4.33% N/A 5.58%
Exchange Shares 0.35% 1.03% 1.69% 4.09% N/A N/A N/A 4.07%
U.S. GOVERNMENT FUND 0.43% 1.26% 2.07% 5.04% 5.04% 4.25% N/A 5.57%
TREASURY FUND 0.41% 1.22% 1.99% 4.87% 4.85% 4.07% N/A 4.36%
MUNICIPAL MONEY MARKET FUND
Investor Shares 0.29% 0.80% 1.28% 3.08% 3.17% 2.76% N/A 3.73%
Institutional Shares 0.31% 0.85% 1.36% 3.28% 3.38% 2.91% N/A 3.82%
STABLE INCOME FUND
A Shares 0.53% 1.56% 2.31% 6.24% N/A N/A N/A 6.42%
B Shares 0.46% 1.37% 2.07% 5.43% N/A N/A N/A 5.32%
I Shares 0.53% 1.56% 2.31% 6.24% N/A N/A N/A 6.41%
INTERMEDIATE GOVERNMENT
INCOME FUND*
A Shares 0.78% 1.04% 1.40% 6.36% 6.04% 5.12% 6.94% N/A
B Shares 0.71% 0.75% 1.04% 5.51% N/A N/A N/A 9.02%
I Shares 0.78% 0.94% 1.40% 6.36% 6.03% 5.12% 6.93% N/A
DIVERSIFIED BOND FUND*
A Shares N/A N/A N/A N/A N/A N/A N/A N/A
B Shares N/A N/A N/A N/A N/A N/A N/A N/A
I Shares 0.79% 0.91% 1.07% 6.23% 5.80% 5.14% 7.08% N/A
INCOME FUND
A Shares 0.78% 0.89% 1.02% 6.79% 5.93% 5.45% N/A 7.67%
B Shares 0.72% 0.70% 0.70% 6.03% 5.15% N/A N/A 2.90%
I Shares 0.89% 0.89% 1.12% 6.90% 5.96% 5.45% N/A 7.67%
TOTAL RETURN BOND FUND
A Shares 0.86% 1.16% 2.03% 6.84% 6.52% N/A N/A 5.10%
B Shares 0.80% 1.08% 1.83% 6.27% 5.80% N/A N/A 4.39%
I Shares 0.76% 1.16% 2.03% 6.95% 6.57% N/A N/A 5.14%
LIMITED TERM TAX-FREE FUND
A Shares N/A N/A N/A N/A N/A N/A N/A N/A
B Shares N/A N/A N/A N/A N/A N/A N/A N/A
I Shares 0.78% 0.73% 1.75% N/A N/A N/A N/A 6.99%
TAX-FREE INCOME FUND
A Shares 1.47% 1.05% 2.14% 8.43% 7.37% 6.32% N/A 6.63%
B Shares 1.40% 0.86% 1.82% 7.63% 6.57% N/A N/A 4.88%
I Shares 1.57% 1.15% 2.24% 8.54% 7.41% 6.34% N/A 10.68%
COLORADO TAX-FREE FUND
A Shares 1.54% 1.10% 2.37% 9.00% 7.26% N/A N/A 5.92%
B Shares 1.47% 0.92% 2.05% 8.19% 6.46% N/A N/A 5.08%
I Shares 1.54% 1.10% 2.37% 9.00% 7.26% N/A N/A 5.92%
MINNESOTA INTERMEDIATE
TAX-FREE FUND*
I Shares 1.19% 0.95% 2.05% 7.18% 6.68% 6.56% 7.47 6.69%
MINNESOTA TAX-FREE FUND
A Shares 1.39% 1.09% 1.85% 7.98% 6.81% 6.32% N/A 6.75%
B Shares 1.42% 0.90% 1.53% 7.18% 6.01% N/A N/A 4.54%
I Shares 1.39% 1.09% 1.85% 7.98% 6.78% 6.32% N/A 6.73%
STRATEGIC INCOME FUND*
I Shares 2.27% 2.55% 4.06% 9.58% 9.52% 7.95% N/A N/A
MODERATE BALANCED FUND*
I Shares 3.15% 3.40% 5.83% 12.04% 11.98% 9.64% N/A 10.68%
GROWTH BALANCED FUND*
I Shares 4.91% 5.00% 8.50% 15.81% 15.83% 12.17% N/A 12.56%
INCOME EQUITY FUND*
A Shares 4.64% 4.61% 11.36% 22.40% 24.98% 16.95% N/A 16.49%
B Shares 4.58% 4.40% 10.99% 21.48% N/A N/A N/A 22.10%
I Shares 4.64% 4.61% 11.36% 22.41% 25.01% 16.95% N/A 17.49%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CALENDAR
ONE THREE YEAR TO ONE THREE FIVE TEN SINCE
MONTH MONTHS DATE YEAR YEARS YEARS YEARS INCEPTION
INDEX FUND*
A Shares N/A N/A N/A N/A N/A N/A N/A N/A
B Shares N/A N/A N/A N/A N/A N/A N/A N/A
I Shares 6.07% 7.78% 15.47% 29.02% 25.14% 17.66% 14.08% 14.33%
VALUGROWTH STOCK FUND
A Shares 5.56% 5.92% 11.87% 23.32% 18.44% 13.06% N/A 13.65%
B Shares 5.46% 5.68% 11.49% 22.33% 17.53% N/A N/A 14.05%
I Shares 5.57% 5.93% 11.83% 23.30% 18.42% 13.01% N/A 13.63%
DIVERSIFIED EQUITY FUND*
A Shares 6.82% 6.79% 11.93% 20.75% 21.77% 16.18% N/A 16.73%
B Shares 6.73% 6.57% 11.59% 19.86% N/A N/A N/A 22.71%
I Shares 6.79% 6.76% 11.93% 20.76% 21.76% 16.18% N/A 16.73%
GROWTH EQUITY FUND*
A Shares 9.03% 6.95% 9.14% 14.11% 18.04% 15.69% N/A 16.24%
B Shares 8.98% 6.75% 8.80% 13.28% N/A N/A N/A 15.55%
I Shares 9.06% 6.95% 9.14% 14.11% 18.04% 15.69% N/A 16.24%
LARGE COMPANY GROWTH FUND*
A Shares N/A N/A N/A N/A N/A N/A N/A N/A
B Shares N/A N/A N/A N/A N/A N/A N/A N/A
I Shares 7.55% 7.73% 13.73% 21.93% 22.69% 14.42% 13.10% N/A
SMALL COMPANY STOCK FUND
A Shares 20.57% 7.06% 3.49% 6.34% 17.45% N/A N/A 14.88%
B Shares 20.41% 6.82% 3.18% 5.46% 16.55% N/A N/A 13.99%
I Shares 20.49% 7.02% 3.50% 6.30% 17.44% N/A N/A 14.73%
SMALL COMPANY GROWTH FUND*
I Shares 10.45% 4.47% 3.70% 5.65% 21.96% 20.18% 16.82% N/A
SMALL CAP OPPORTUNITIES FUND
A Shares 11.78% 8.01% 10.23% 11.37% 27.54% N/A N/A 25.02%
B Shares 11.71% 7.81% 9.91% N/A N/A N/A N/A 25.35%
I Shares 11.77% 8.00% 10.22% 11.42% 27.56% N/A N/A 25.03%
CONTRARIAN STOCK FUND
A Shares N/A N/A N/A N/A N/a N/A N/A N/A
B Shares N/A N/A N/A N/A N/A N/A N/A N/A
I Shares 9.98% 10.15% 16.52% 13.02% 12.48% N/A N/A 10.13%
INTERNATIONAL FUND*
A Shares 6.13% 7.55% 8.42% 10.33% N/A N/A N/A 14.81%
B Shares 6.00% 7.32% 8.19% 9.44% N/A N/A N/A 13.97%
I Shares 6.07% 7.55% 8.52% 10.27% N/A N/A N/A 10.44%
</TABLE>
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS.
Included in the Prospectus:
Not Applicable to this filing with respect to Minnesota Intermediate
Tax-Free Fund. With respect to the other series of the Trust as filed
via EDGAR on September 30, 1997, accession number 0000912057-97-032214.
Included in the Statement of Additional Information:
Not Applicable to this filing with respect to Minnesota Intermediate
Tax-Free Fund. With respect to the other series of the Trust as filed
via EDGAR on September 30, 1997, accession number 0000912057-97-032214.
(B) EXHIBITS.
NOTE: "*" INDICATES THAT THE EXHIBIT IS INCORPORATED HEREIN BY REFERENCE. ALL
REFERENCES TO A POST-EFFECTIVE AMENDMENT ("PEA") OR PRE-EFFECTIVE AMENDMENT
("PREEA") ARE TO PEAS AND PREEAS TO REGISTRANT'S REGISTRATION STATEMENT ON FORM
N-1A, FILE NO. 33-9645.
(1)* Trust Instrument of Registrant as now in effect (filed as Exhibit 1 to PEA
No. 35 via EDGAR on March 8, 1996, accession number 0000912057-96-004243).
(2)* By-Laws of Registrant as now in effect (filed as Exhibit 2 to PEA No. 35
via EDGAR on March 8, 1996, accession number 0000912057-96-004243).
(3) Not Applicable.
(4)* Specimen Certificate for shares of beneficial interest of each class of
each portfolio of Registrant. Except for the names of the classes of shares
and CUSIP numbers. The certificate of each class of each portfolio of
Registrant is substantially the same as the specimen certificate, and
therefore, is omitted pursuant to Rule 483(d)(2) under the 1933 Act (filed
as Exhibit 4 to PEA No. 35 via EDGAR on March 8, 1996, accession number
0000912057-96-004243).
(5) (a)* Form of Investment Advisory Agreement between Registrant and Norwest
Investment Management, Inc. relating to Cash Investment Fund, Ready
Cash Investment Fund, U.S. Government Fund, Treasury Fund, Municipal
Money Market Fund, Stable Income Fund, Short Maturity Government Bond
Fund, Intermediate Government Income Fund, Diversified Bond Fund,
Income Fund, Total Return Bond Fund, Limited Term Tax-Free Fund,
Tax-Free Income Fund, Colorado Tax-Free Fund, Minnesota Intermediate
Tax-Free Fund, Minnesota Tax-Free Fund, Strategic Income Fund,
Moderate Balanced Fund, Growth Balanced Fund, Aggressive Balanced
Fund, Index Fund, Income Equity Fund, ValuGrowth-SM- Stock Fund,
Diversified Equity Fund, Growth Equity Fund, Large Company Growth
Fund, Small Company Stock Fund, Small Company Growth Fund, Diversified
Small Cap Fund, Small Cap Opportunities Fund, Contrarian Stock Fund,
International Fund, Norwest WealthBuilder II High Growth Portfolio,
Norwest WealthBuilder II Growth Portfolio, Norwest WealthBuilder II
Growth and Income Balanced Portfolio, Performa Smith Disciplined
Growth Fund, Performa Smith Small Cap Value Fund, Performa Large Cap
Value Fund, Performa Galliard Strategic Value Bond Fund and Performa
Schroder Global Growth Fund. Except for the names of each series of
the Registrant, the Investment Advisory Agreement of each series of
Registrant is substantially the same as the Investment Advisory
Agreement, and therefore, is omitted pursuant to Rule 483(d)(2) under
the 1933 Act (filed as Exhibit 5(a) to PEA No. 43 via EDGAR on July
16, 1997, accession number 0000912057-97-024361).
(b)* Investment Sub-Advisory Agreement between Registrant and Crestone
Capital Management, Inc. relating to Small Company Stock Fund (filed
as Exhibit 5(c) to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(c)* Investment Sub-Advisory Agreement between Registrant and Schroder
Capital Management International Inc. relating to the Diversified
Equity Fund, Growth Equity Fund, International Fund,
<PAGE>
Strategic Income Fund, Moderate Balanced Fund and Growth Balanced Fund
(filed as Exhibit 5(d) to PEA No. 35 via EDGAR on March 8, 1996,
accession number 0000912057-96-004243).
(e)* Form of Investment Sub-Advisory Agreement between Registrant and
Galliard Capital Management International Inc. relating to the Stable
Income Fund (filed as Exhibit 5(e) to PEA No. 43 via EDGAR on July 16,
1997, accession number 0000912057-97-024361).
(f)* Form of Investment Sub-Advisory Agreement between Registrant and
Peregrine Capital Management International Inc. relating to the Small
Company Growth Fund and Large Company Growth Fund (filed as Exhibit
5(f) to PEA No. 43 via EDGAR on July 16, 1997, accession number
0000912057-97-024361).
(g)* Form of Investment Sub-Advisory Agreement between Registrant and
United Capital Management relating to Total Return Bond Fund and
Contrarian Stock Fund (filed as Exhibit 5(g) to PEA No. 43 via EDGAR
on July 16, 1997, accession number 0000912057-97-024361).
(h)* Form of Investment Sub-Advisory Agreement between Registrant and
Galliard Capital Management International Inc. relating to Performa
Galliard Strategic Value Bond Fund (filed as Exhibit 5(c) to PEA No.
35 via EDGAR on March 8, 1997, accession number 0000912057-96-004243).
(i)* Form of Investment Sub-Advisory Agreement between Registrant and Smith
Asset Management Group, LP relating to Performa Smith Disciplined
Growth Fund and Performa Smith Small Cap Value Fund (filed as Exhibit
5(i) to PEA No. 46 via EDGAR on September 30, 1997, accession number
00000912057-97-032214).
(6)* Distribution Agreement between Registrant and Forum Financial Services,
Inc. relating to each portfolio of Registrant (filed as Exhibit 6 to PEA
No. 35 via EDGAR on March 8, 1996, accession number 0000912057-96-004243).
(7) Not Applicable.
(8) (a)* Custodian Agreement between Registrant and Norwest Bank Minnesota,
N.A. dated August 1, 1993 as amended November 11, 1994 (filed as
Exhibit 8(a) to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(b)* Transfer Agency Agreement to be between Registrant and Norwest Bank
Minnesota, N.A. (filed as Exhibit 8(b) to PEA No. 35 via EDGAR on
March 8, 1996, accession number 0000912057-96-004243).
(9) (a)* Management Agreement between Registrant and Forum Financial Services,
Inc. relating to each portfolio of Registrant (filed as Exhibit 9(a)
to PEA No. 35 via EDGAR on March 8, 1996, accession number
0000912057-96-004243).
(b)* Fund Accounting Agreement between Registrant and Forum Financial Corp.
(filed as Exhibit 9(b) to PEA No. 35 via EDGAR on March 8, 1996,
accession number 0000912057-96-004243).
(c)* Administration Services Agreement between Registrant and Norwest Bank
Minnesota, N.A. relating to International Fund (filed as Exhibit 9(c)
to PEA No. 35 via EDGAR on March 8, 1996, accession number
0000912057-96-004243).
(10) (a)* Opinion of Seward & Kissel (filed on December 31, 1986 as Exhibit
10(a) of PreEA 2).
(b)* Opinion of Seward & Kissel (filed as Exhibit 10(a) to PEA No. 35 via
EDGAR on March 8, 1996, accession number 0000912057-96-004243).
(11) (a)* Consent of KPMG Peat Marwick LLP, independent auditors (filed as
Exhibit 11 to PEA No. 46 via EDGAR on September 30, 1997, accession
number 0000912057-97-032214).
(11) (b) Not applicable.
(12) Not Applicable.
(13)*Investment representation letter of John Y. Keffer as initial purchaser of
shares of stock of Registrant (filed on December 31, 1986 as Exhibit 13 of
PreEA 2).
<PAGE>
(14)*Individual Retirement Account materials (filed on April 22, 1994 as
Exhibit 14 to PEA 24).
(15)*Rule 12b-1 Plan adopted by Registrant with respect to the Income Fund,
Tax-Free Income Fund, Minnesota Tax-Free Fund, ValuGrowth Stock Fund,
Adjustable U.S. Government Reserve Fund, Colorado Tax-Free Fund, Income
Stock Fund, Arizona Tax-Free Fund, Contrarian Stock Fund, Small Company
Stock Fund, Government Income Fund, Total Return Bond Fund, Stable Income
Fund, Income Equity Fund, Diversified Equity Fund, Intermediate U.S.
Government Fund, Growth Equity Fund and Exchange Shares of Ready Cash
Investment Fund (filed as Exhibit 15 to PEA No. 35 via EDGAR on March 8,
1996, accession number 0000912057-96-004243).
(16)*Schedule for Computation of each Performance Quotation provided in the
Registration Statement in response to Item 22 (filed as Exhibit 16 to PEA
No. 42 via EDGAR on June 2, 1997, accession number 0000912057-97-019290).
(17)*Financial Data Schedule (filed as Exhibit 17 to PEA No. 46 via EDGAR on
September 30, 1997, accession number 00000912057-97-032214).
(18)*Multiclass (Rule 18f-3) Plan adopted by Registrant (filed as Exhibit 18 to
PEA No. 35 via EDGAR on March 8, 1996, accession number
0000912057-96-004243).
OTHER EXHIBITS
(A)* Power of Attorney of James C. Harris, Trustee of Registrant (filed as
Other Exhibit A to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(B)* Power of Attorney of Richard M. Leach, Trustee of Registrant (filed as
Other Exhibit B to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(C)* Power of Attorney of Robert C. Brown, Trustee of Registrant (filed as
Other Exhibit C to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(D)* Power of Attorney of Donald H. Burkhardt, Trustee of Registrant (filed
as Other Exhibit D to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(E)* Power of Attorney of John Y. Keffer, Trustee of Registrant (filed as
Other Exhibit E to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(F)* Power of Attorney of Donald C. Willeke, Trustee of Registrant (filed
as Other Exhibit F to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(G)* Power of Attorney of Timothy J. Penny, Trustee of Registrant (filed as
Other Exhibit G to PEA No. 35 via EDGAR on March 8, 1996, accession
number 0000912057-96-004243).
(H)* Power of Attorney of John S. McCune, Trustee of Registrant (filed as
Other Exhibit H to PEA No. 46 via EDGAR on September 30, 1997,
accession number 00000912057-97-032214).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES AS OF OCTOBER 31, 1997.
NUMBER OF
TITLE OF CLASS OF UNIT OF BENEFICIAL INTEREST RECORD HOLDERS
- --------------------------------------------- --------------
CASH INVESTMENT FUND 67
U.S. GOVERNMENT FUND 36
TREASURY FUND 29
<PAGE>
MUNICIPAL MONEY MARKET FUND
Investor Shares 17
Institutional Shares 12
READY CASH INVESTMENT FUND
Investor Shares 184
Exchange Class 20
INCOME FUND
A Shares 345
B Shares 261
I Shares 2,932
TOTAL RETURN BOND FUND
A Shares 113
B Shares 195
I Shares 274
COLORADO TAX-FREE FUND
A Shares 456
B Shares 182
I Shares 10
MINNESOTA TAX-FREE FUND
A Shares 377
B Shares 146
I Shares 1,389
TAX-FREE INCOME FUND
A Shares 650
B Shares 245
I Shares 1,339
VALUGROWTH STOCK FUND
A Shares 1,613
B Shares 696
I Shares 20
CONTRARIAN STOCK FUND
A Shares 0
B Shares 0
I Shares 12
SMALL COMPANY STOCK FUND
A Shares 789
B Shares 666
I Shares 24
DIVERSIFIED EQUITY FUND
A Shares 2,438
B Shares 3,736
I Shares 17
GROWTH EQUITY FUND
A Shares 1,047
B Shares 1,278
I Shares 17
LARGE COMPANY GROWTH FUND
I Shares 17
<PAGE>
SMALL COMPANY GROWTH FUND
I Shares 16
SMALL CAP OPPORTUNITIES FUND
A Shares 262
B Shares 190
I Shares 21
INTERNATIONAL FUND
A Shares 268
B Shares 234
I Shares 20
INCOME EQUITY FUND
A Shares 3,234
B Shares 3,244
I Shares 25
INDEX FUND
I Shares 21
STRATEGIC INCOME FUND
I Shares 12
MODERATE BALANCED FUND
I Shares 15
GROWTH BALANCED FUND
I Shares 14
INTERMEDIATE GOVERNMENT INCOME FUND
A Shares 557
B Shares 448
I Shares 21
DIVERSIFIED BOND FUND
I Shares 18
STABLE INCOME FUND
A Shares 90
B Shares 64
I Shares 17
ITEM 27. INDEMNIFICATION.
The general effect of Section 10.02 of Registrant's Trust Instrument is to
indemnify existing or former trustees and officers of the Trust to the fullest
extent permitted by law against liability and expenses. There is no
indemnification if, among other things, any such person is adjudicated liable to
Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. This description is modified in its entirety by the provisions of
Section 10.02 of Registrant's Trust Instrument contained in this Registration
Statement as Exhibit 1 and incorporated herein by reference.
Registrant's Investment Advisory Agreements, Investment Subadvisory Agreements,
Management and Distribution Agreements and Distribution Services Agreements
provide that Registrant's investment advisers and principal underwriter are
protected against liability to the extent permitted by Section 17(i) of the
Investment Company Act of 1940. Similar provisions are contained in the
Management Agreement and Transfer Agency and Fund Accounting Agreement.
Registrant's principal underwriter is also provided with indemnification against
various liabilities and expenses under the Management and Distribution
Agreements and Distribution Services Agreements between Registrant and the
principal underwriter; provided, however, that in no event shall the
indemnification provision be construed as to protect the principal underwriter
against any liability to Registrant or its security holders to which the
principal underwriter would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or
by reason of its reckless disregard of its obligations and duties under those
agreements. Registrant's transfer agent and fund accountant and certain related
individuals are also provided with indemnification against various liabilities
and expenses under the Transfer
<PAGE>
Agency and Fund Accounting Agreements between Registrant and the transfer agent
and fund accountant; provided, however, that in no event shall the transfer
agent, fund accountant or such persons be indemnified against any liability or
expense that is the direct result of willful misfeasance, bad faith or gross
negligence by the transfer agent or such persons.
The preceding paragraph is modified in its entirety by the provisions of the
Investment Advisory Agreements, Investment SubAdvisory Agreements, Management
and Distribution Agreements, Distribution Services Agreements, Management
Agreements, Transfer Agency Agreement and Fund Accounting Agreement of
Registrant filed as Exhibits 5, 6, and 9 to Registrant's Registration Statement
and incorporated herein by reference.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such trustee, officer
or controlling person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
NORWEST INVESTMENT MANAGEMENT, INC.
The description of Norwest Investment Management, Inc., under the caption
"Management -- Advisor" or Management of the Funds -- Norwest Investment
Management" in each Prospectus and under the caption "Management -- Adviser" or
"Management -Investment Advisory Services -- Norwest Investment Management" in
each Statement of Additional Information constituting Parts A and B,
respectively, of this Registration Statement are incorporated by reference
herein.
The following are the directors and principal executive officers of NIM,
including their business connections which are of a substantial nature. The
address of Norwest Corporation, the parent of Norwest Bank Minnesota, N.A.
("Norwest Bank"), which is the parent of NIM, is Norwest Center, Sixth Street
and Marquette Avenue, Minneapolis, MN 55479. Unless otherwise indicated below,
the principal business address of any company with which the directors and
principal executive officers are connected is also Sixth Street and Marquette
Avenue, Minneapolis, MN 55479.
P. Jay Kiedrowski, Chairman, Chief Executive Officer and President, has
been affiliated with NIM since 1989. Mr. Kiedrowski is also Executive
Vice President of Norwest Bank Minnesota, N.A., and has served in
various capacities as an employee of Norwest Bank Minnesota, N.A.
and/or its affiliates since August, 1987.
James W. Paulsen, Chief Investment Officer, has served in this capacity
since January, 1997.
Stephen P. Gianoli, Senior Vice President and Chief Executive Officer
has been affiliated with NIM in various capacities since 1986.
David S. Lunt, Vice President and Senior Portfolio Manager has been
affiliated with NIM since 1997.
Richard C. Villars, Vice President and Senior Portfolio Manager has
been affiliated with NIM since 1997.
Lee K. Chase, Vice President, has been affiliated with NIM since 1997.
Andrew Owen, Vice President, has been affiliated with NIM since 1997.
Eileen A. Kuhry, Investment Compliance Specialist, has been affiliated
with NIM since 2997.
SCHRODER CAPITAL MANAGEMENT INTERNATIONAL INC.
The description of Schroder Capital Management International Inc. ("Schroder")
under the caption "Management of the Funds -- Investment Advisory Services --
Schroder Capital Management International Inc." in the Prospectus and
"Management -- Investment Advisory Services" in the Statement of Additional
Information relating to International Fund, Diversified Equity Fund, Growth
Equity Fund, Strategic Income Fund, Moderate Balanced Fund and Growth Balanced
Fund, constituting certain of Parts A and B, respectively, of the Registration
Statement, are incorporated by reference herein.
<PAGE>
The following are the directors and principal officers of Schroder, including
their business connections of a substantial nature. The address of each company
listed, unless otherwise noted, is 33 Gutter Lane, London EC2V 8AS, United
Kingdom. Schroder Capital Management International Limited ("Schroder Ltd.") is
a United Kingdom affiliate of Schroder which provides investment management
services international clients located principally in the United States.
David M. Salisbury. Chief Executive Officer, Director and Chairman of
SCMI; Joint Chief Executive and Director of Schroder Ltd.
Richard R. Foulkes. Deputy Chairman/Executive Vice President of SCMI.
Mr. Foulkes is also a Director of Schroder Ltd.
John A. Troiano. Chief Executive and Director of SCMI. Mr. Troiano is
also a Director of Schroder Ltd.
David Gibson. Senior Vice President and Director of SCMI. Director of
Schroder Capital Management and Senior Vice President of Schroder Ltd.
John S. Ager. Senior Vice President and Director of SCMI. Mr. Ager is
also a Director of Schroder Ltd.
Sharon L. Haugh. Executive Vice President and Director of SCMI,
Director and Chairman of Schroder Advisors Inc., and Director of
Schroder Ltd.
Gavin D.L. Ralston. Senior Vice President and Managing Director of
SCMI; Director of Schroder Ltd.
Mark J. Smith. Senior Vice President and Director of SCMI. Mr. Smith
is also Director of Schroder Ltd.
Robert G. Davy. Senior Vice President. Mr. Davy is also a Director of
Schroder Ltd. and an officer of open end investment companies for
which SCMI and/or its affiliates provide investment services.
Jane P. Lucas. Senior Vice President and Director of SCMI; Director of
Schroder Advisors Inc.; Director of Schroder Capital Management.
C. John Govett. Director of SCMI; Group Managing Director of Schroder
Ltd. And Director of Schroders plc.
Phillipa J. Gould. Senior Vice President and Director of SCMI.
Louise Croset. First Vice President and Director of SCMI, also First
Vice President of Schroder Ltd.
Abdallah Nauphal, Group Vice President and Director of SCMI.
<PAGE>
CRESTONE CAPITAL MANAGEMENT, INC.
The description of Crestone Capital Management, Inc. ("Crestone") under the
caption "Management -- SubAdviser" in the Prospectus and "Management -- Adviser
- -- SubAdviser -- Small Company Stock Fund" in the Statement of Additional
Information relating to the Small Company Stock Fund, constituting certain of
Parts A and B, respectively, of the Registration Statement, are incorporated by
reference herein.
The following are the directors and principal executive officers of Crestone,
including their business connections which are of a substantial nature. The
address of Crestone is 7720 East Belleview Avenue, Suite 220, Englewood Colorado
80111 and, unless otherwise indicated below, that address is the principal
business address of any company with which the directors and principal executive
officers are connected.
Kirk McCown, President and Director.
Mark Steven Sunderhuse, Senior Vice President and Director.
P. Jay Kiedrowski, Director. Mr. Kiedrowski is also President and
Chairman of the Board of Norwest and an Executive Vice President of
Norwest Bank. His address is Sixth and Marquette Avenue, Minneapolis,
Minnesota 55479.
Steven P. Gianoli, Director. Mr. Gianoli is a Vice President of
Norwest and Norwest Bank. His address is Sixth and Marquette Avenue,
Minneapolis, Minnesota 55479.
Susan Koonsman, Director. Ms. Koonsman is President of Norwest
Investments & Trust. Her address is 1740 Broadway, Denver, Colorado
80274.
PEREGRINE CAPITAL MANAGEMENT, INC.
The description of Peregrine Capital Management, Inc. ("Peregrine") under the
caption "Management - SubAdviser" in the Prospectus and "Management- Adviser -
SubAdviser - Diversified Bond Fund, Strategic Income Fund, Moderate Balanced
Fund, Growth Balanced Fund, Diversified Equity Fund, Growth Equity Fund, Large
Company Growth Fund and Small Company Growth Fund in the Statement of Additional
Information relating to Diversified Bond Fund, Strategic Income Fund, Moderate
Balanced Fund, Growth Balanced Fund, Diversified Equity Fund, Growth Equity
Fund, Large Company Growth Fund and Small Company Growth Fund, constituting
certain of Parts A and B, respectively, of the Registration Statement, are
incorporated by reference herein.
The following are the directors and principal executive officers of Peregrine,
including their business connections which are of a substantial nature. The
address of Peregrine is LaSalle Plaza, 800 LaSalle Avenue, Suite 1850,
Minneapolis, Minnesota 55402 and, unless otherwise indicated below, that address
is the principal business address of any company with which the directors and
principal executive officers are connected.
James R. Campbell, Director. Mr. Campbell is President, Chief
Executive Officer and a Director of Norwest Bank. His address is Sixth
and Marquette Avenue, Minneapolis, Minnesota 55479-0116
Patricia D. Burns, Senior Vice President.
Tasso H. Coin, Senior Vice President.
John S. Dale, Senior Vice President.
Julie M. Gerend, Senior Vice President. Prior to September, 1995, Ms.
Gerend was Manager, Account Executive at Fidelity Institutional
Retirement Services, Co.
William D. Giese, Senior Vice President.
Daniel J. Hagen, Vice President. Prior to May, 1996, Mr. Hagen was
Managing Director of Piper Jaffray, Inc.
Ronald G. Hoffman, Senior Vice President and Secretary.
Frank T. Matthews, Vice President.
Jeannine McCormick, Senior Vice President.
<PAGE>
Barbara K. McFadden, Senior Vice President.
Robert B. Mersky, Chairman, President and Chief Executive Officer.
Gary E. Nussbaum, Senior Vice President.
James P. Ross, Vice President. Prior to November, 1996, Mr. Ross was
Vice President of Norwest Bank.
Jonathan L. Scharlau, Assistant Vice President.
Jay H. Strohmaier, Senior Vice President. Prior to September, 1996,
Mr. Strohmaier was Senior Vice President/Managed Accounts for Voyageur
Asset Management.
Paul E. von Kuster, Senior Vice President.
Janelle M. Walter, Assistant Vice President.
Paul R. Wurm, Senior Vice President.
J. Daniel Vandermark, Vice President. His address is Sixth and
Marquette Avenue, Minneapolis, Minnesota 55479-1013
Albert J. Edwards, Senior Vice President. Prior to June 9, 1997, Mr.
Edwards was Vice President/Marketing for U.S. Trust Company of
California.
GALLIARD CAPITAL MANAGEMENT, INC.
The description of Galliard Capital Management, Inc. ("Galliard") under the
caption "Management -- SubAdviser" in the Prospectus and "Management -- Adviser
- -- SubAdviser -- Stable Income Fund, Diversified Bond Fund, Strategic Income
Fund, Moderate Balanced Fund and Growth Balanced Fund" in the Statement of
Additional Information relating to the Stable Income Fund, Diversified Bond
Fund, Strategic Income Fund, Moderate Balanced Fund and Growth Balanced Fund",
constituting certain of Parts A and B, respectively, of the Registration
Statement, are incorporated by reference herein.
The following are the directors and principal executive officers of Galliard,
including their business connections which are of a substantial nature. The
address of Galliard is LaSalle Plaza, Suite 2060, 800 LaSalle Avenue,
Minneapolis, Minnesota 55479 and, unless otherwise indicated below, that address
is the principal business address of any company with which the directors and
principal executive officers are connected.
Peter Jay Kiedrowski, Chairman. Mr. Kiedrowski is President and Chief
Executive Officer of NIM; Chairman of Crestone and Executive Vice
President of Norwest Bank.
Richard Merriam, Principal and Senior Portfolio Manager.
John Caswell, Principal and Senior Portfolio Manager.
Karl Tourville, Principal and Senior Portfolio Manager.
Laura Gideon, Senior Vice President of Marketing.
Leela Scattum, Vice President of Operations.
UNITED CAPITAL MANAGEMENT
The description of United Capital Management ("UCM") under the caption
"Management - SubAdviser" in the Prospectus and "Management- Adviser -
SubAdviser - Diversified Bond Fund, Total Return Bond Fund, Strategic Income
Fund, Moderate Balanced Fund, Growth Balanced Fund and Contrarian Stock Fund" in
the Statement of Additional Information relating to the, Diversified Bond Fund,
Total Return Bond Fund, Strategic Income Fund, Moderate Balanced Fund, Growth
Balanced Fund and Contrarian Stock Fund" constituting certain of Parts A and B,
respectively, of the Registration Statement, are incorporated by reference
herein.
<PAGE>
The following are the directors and principal executive officers of UCM,
including their business connections which are of a substantial nature. The
address of UCM is 1700 Lincoln Street, Suite 3301, Denver, Colorado 80274 and,
unless otherwise indicated below, that address is the principal business address
of any company with which the directors and principal executive officers are
connected.
W. Lon Schreur, President. Mr. Schreur is Senior Vice President of
Norwest Bank Colorado, N.A..
John T. Groton, Vice President. Mr. Groton is Vice President of
Norwest Bank Colorado, N.A.
David B. Kinney, Vice President. Mr. Kinney is Vice President of
Norwest Bank Colorado, N.A.
James C. Peery, Senior Vice President. Mr. Peery is Vice President of
Norwest Bank Colorado, N.A.
Leona F. Bennett, Vice President. Ms. Bennett is Vice President of
Norwest Bank Colorado, N.A.
Denise B. Johnson, Vice President. Ms. Johnson is Vice President of
Norwest Bank Colorado, N.A.
SMITH ASSET MANAGEMENT GROUP
The description of Smith Asset Management Group ("Smith") under the caption
"Management -- SubAdviser" in the Prospectus and "Management -- Adviser --
SubAdviser -- Performa Disciplined Growth Fund and Performa Small Cap Value
Fund" in the Statement of Additional Information relating to Performa
Disciplined Growth Fund and Performa Small Cap Value Fund", constituting certain
of Parts A and B, respectively, of the Registration Statement, are incorporated
by reference herein.
The following are the directors and principal executive officers of Smith,
including their business connections which are of a substantial nature. The
address of Smith is 500 Crescent Court, Suite 250, Dallas, Texas 75201 and,
unless otherwise indicated below, that address is the principal business address
of any company with which the directors and principal executive officers are
connected.
Stephen S. Smith, President. Mr. Smith is President and Chief
Executive Officer. Mr. Smith is also a partner of Discovery
Management.
Stephen J. Summers, Chief Operating Officer. Mr. Summers is also a
partner of Discovery Management.
Sarah C. Castleman, Vice President. Ms. Castleman is also a partner of
Discovery Management and prior thereto was an Assistant Vice President
at NationsBank, 901 Main Street, 16th Floor, Dallas, Texas 75201.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Forum Financial Services, Inc., Registrant's underwriter, serves as
underwriter to Core Trust (Delaware), The CRM Funds, The Cutler Trust,
Forum Funds, The Highland Family of Funds, Monarch Funds, Norwest
Funds, Norwest Select Funds, Sound Shore Fund, Inc. and Trans Adviser
Funds, Inc.
(b) John Y. Keffer, President and Secretary of Forum Financial Services,
Inc., is the Chairman and President of Registrant. David R. Keffer,
Vice President and Treasurer of Forum Financial Services, Inc., is the
Vice President, Assistant Treasurer and Assistant Secretary of
Registrant. Their business address is Two Portland Square, Portland,
Maine.
(c) Not Applicable.
ITEM 30. LOCATION OF BOOKS AND RECORDS.
The majority of accounts, books and other documents required to be maintained by
31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained at the offices of Forum Financial Services, Inc. at Two Portland
Square, Portland, Maine 04101, at Forum Financial Corp., Two Portland Square,
Portland, Maine 04101 and Forum Administrative Services, Limited Liability
Company, Two Portland Square, Portland, Maine 04101. The records required to be
maintained under Rule 31a-1(b)(1) with respect to journals of receipts and
deliveries of securities and receipts and disbursements of cash are maintained
at the offices of Registrant's custodian. The records required to be maintained
under Rule 31a-1(b)(5), (6) and (9) are maintained at the offices of
Registrant's investment advisers as indicated in the various prospectuses
constituting Part A of this Registration Statement.
<PAGE>
Additional records are maintained at the offices of Norwest Bank Minnesota,
N.A., 733 Marquette Avenue, Minneapolis, MN 55479-0040, Registrant's investment
adviser, custodian and transfer agent.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
(i) Registrant undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six
months from the latter of the effective date of Registrant's Securities
Act of 1933 Registration Statement relating to the prospectuses
offering those shares or the commencement of public shares of the
respective shares; and,
(ii) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to
shareholders relating to the portfolio or class thereof to which the
prospectus relates upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant 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, and State of Maine on the 6th day of
November, 1997.
NORWEST ADVANTAGE FUNDS
By: /s/ John Y. Keffer
--------------------
John Y. Keffer
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement amendment has been signed below by the following persons on the 6th
day of November, 1997.
Signatures Title
---------- -----
(a) Principal Executive Officer
/s/ John Y. Keffer Chairman and President
-------------------------
John Y. Keffer
(b) Principal Financial and Accounting Officer
/s/ Robert B. Campbell Treasurer
-------------------------
Robert B. Campbell
(c) A Majority of the Trustees
/s/ John Y. Keffer Chairman
-------------------------
John Y. Keffer
Robert C. Brown* Trustee
Donald H. Burkhardt* Trustee
James C. Harris* Trustee
Richard M. Leach* Trustee
Donald C. Willeke* Trustee
Timothy J. Penny* Trustee
John C. McCune* Trustee
*By: /s/ John Y. Keffer
--------------------
John Y. Keffer
Attorney in Fact
