NORWEST ADVANTAGE FUNDS, DEF 14A, 1997-04-08

NORWEST ADVANTAGE FUNDS
DEF 14A, 1997-04-08

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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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

NORWEST ADVANTAGE FUNDS
- --------------------------------------------------------------------------------
(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
------------------------------------------------------------------------
<PAGE>
Norwest Advantage Funds
Two Portland Square

[LOGO]
Portland, Maine 04101

April 1, 1997

Dear Shareholder:

We are pleased to forward the attached Notice and Proxy Statement for the
Special Meeting of Shareholders of the Norwest Advantage Funds (the "Funds"), to
be held on April 30, 1997. Each of the proposals to be voted on is important to
the Funds as well as to you, as a shareholder. Your Board of Trustees has
evaluated each of these proposals and determined that voting in favor of each of
them would be in the best interests of both the Funds and the shareholders.

Listed below is a brief summary of each of the proposals to be voted on at
this meeting. Note that not every proposal applies to every Fund. We recommend
that you read the Proxy Statement for complete descriptions of the proposed
changes. Please take time to read these materials and cast your vote.

PROPOSAL 1 All shareholders voting, to elect the Trustees of the Trust,
each to hold office until their successor is duly elected and qualified.

PROPOSAL 2 All shareholders voting, to ratify the selection of KPMG Peat
Marwick LLP as auditors of the Trust for the fiscal year ending May 31, 1997.

PROPOSAL 3 All shareholders voting by Fund, to approve a new investment
policy which will allow each Fund to invest all or a portion of its assets in a
Core and Gateway-Registered Trademark- structure. Through this structure, the
Funds are able to pool--in a single Core portfolio--common investments of a
number of Funds. This pooling creates opportunities for investment and
administrative efficiencies and enhanced portfolio diversification.

PROPOSAL 4 For shareholders of Diversified Bond Fund, Conservative Balanced
Fund, Moderate Balanced Fund, Growth Balanced Fund, Diversified Equity Fund and
Growth Equity Fund to approve changes to the fee structure, including an asset
allocation fee, to allow for the implementation of full fund-of-funds investing
through Core and Gateway. In connection with this proposal, the adviser and
administrator have agreed to waive certain fees payable by the Funds for at
least two fiscal years. Thereafter an increase could only occur upon approval by
the Board of Trustees and with prior notice to shareholders.

PROPOSAL 5 For shareholders of Cash Investment Fund, to approve changes to
the structure of the investment advisory fee relating to the Core and Gateway
restructuring addressed in Proposal 3. As a result of fee waivers, approval of
this proposal will not affect the amount of expenses borne by the Fund for at
least two fiscal years. Thereafter an increase could only occur upon approval by
the Board of Trustees and with prior notice to shareholders.

PROPOSAL 6 For shareholders of Stable Income Fund, Diversified Bond Fund,
Conservative Balanced Fund, Moderate Balanced Fund and Growth Balanced Fund to
appoint Galliard Capital Management, Inc., a wholly owned subsidiary of Norwest
Bank Minnesota, N.A., as subadviser. The persons primarily responsible for the
day-to-day management of the Funds will not change as a result.

PROPOSAL 7 For shareholders of Diversified Bond Fund, Conservative Balanced
Fund, Moderate Balanced Fund, Growth Balanced Fund, Diversified Equity Fund,
Growth Equity Fund, Large Company Growth Fund and Small Company Growth Fund to
appoint Peregrine Capital Management, Inc., a wholly owned subsidiary of Norwest
Bank Minnesota, N.A., as subadviser. The persons primarily responsible for the
day-to-day management of the Funds will not change as a result.

PROPOSAL 8 For shareholders of Diversified Bond Fund, Total Return Bond
Fund, Conservative Balanced Fund, Moderate Balanced Fund, Growth Balanced Fund
and Contrarian Stock Fund to appoint United Capital Management, a part of
Norwest Bank Colorado, N.A., as subadviser. The persons primarily responsible
for the day-to-day management of the Funds will not change as a result.

PROPOSAL 9 For shareholders of Diversified Bond Fund, Income Fund, Income
Equity Fund, ValuGrowth-SM- Stock Fund and Small Company Growth Fund to approve
changes to the investment objectives. The changes are being sought to clarify
and/or simplify these investment objectives, and are not intended to result in
changes in the ways these Funds are managed.
<PAGE>
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS.

If you have any questions about any of these proposals, please contact the
Norwest Advantage Funds Client Service Unit. In Minneapolis/St. Paul, the
telephone number is (612) 667-8833, Option 2. Elsewhere, call (800) 333-1348,
Option 2. Representatives will be available Monday-Friday from 8:00 A.M. to 5:00
P.M.

Sincerely,

John Y. Keffer,

CHAIRMAN, NORWEST
ADVANTAGE FUNDS
<PAGE>
Norwest Advantage Funds

[LOGO]
Two Portland Square

Portland, Maine 04101

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Norwest Advantage Funds (the "Trust"):

Notice is hereby given that a Special Meeting of Shareholders of

<TABLE>
<S> <C>
Cash Investment Fund Conservative Balanced Fund
Ready Cash Investment Fund Moderate Balanced Fund
U.S. Government Fund Growth Balanced Fund
Treasury Fund Index Fund
Municipal Money Market Fund Income Equity Fund
Stable Income Fund ValuGrowth(SM) Stock Fund
Intermediate Government Income Fund Diversified Equity Fund
Diversified Bond Fund Growth Equity Fund
Income Fund Large Company Growth Fund
Total Return Bond Fund Small Company Stock Fund
Limited Term Tax-Free Fund Small Company Growth Fund
Tax-Free Income Fund Small Cap Opportunities Fund
Colorado Tax-Free Fund Contrarian Stock Fund
Minnesota Tax-Free Fund International Fund
</TABLE>

(the "Funds"), the twenty-eight series of the Trust, will be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 on April 30, 1997 at 10:00 a.m. Eastern
Time, and any adjournments thereof (the "Meeting"). The purpose of the Meeting
is to consider and act upon the following proposals, and to transact such other
business as may properly come before the Meeting.

1. For shareholders of all Funds:

To elect the Trustees of the Trust, each to hold office until his successor
is duly elected and qualified.

2. For shareholders of all Funds:

To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Funds for the fiscal year ending May 31, 1997.

3. For shareholders of all Funds:

To approve amendments to certain fundamental investment policies to permit a
Fund to invest all or a portion of its assets in one or more investment
companies and related amendments to the Fund's investment advisory
agreement.

4. For shareholders of each of Diversified Bond Fund, Conservative Balanced
Fund, Moderate Balanced Fund, Growth Balanced Fund, Diversified Equity Fund
and Growth Equity Fund:

To approve changes to the Fund's advisory fee structure, including payment
to Norwest Bank Minnesota, N.A. of a fee for asset allocation services.

5. For shareholders of Cash Investment Fund:

To approve changes to the Fund's investment advisory fee structure related
to the investment of the Fund's assets in two other investment companies.

6. For shareholders of each of Stable Income Fund, Diversified Bond Fund,
Conservative Balanced Fund, Moderate Balanced Fund and Growth Balanced Fund:

To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Galliard Capital Management, Inc., and the Trust, on behalf of the Fund.
<PAGE>
7. For shareholders of each of Diversified Bond Fund, Conservative Balanced
Fund, Moderate Balanced Fund, Growth Balanced Fund, Diversified Equity Fund,
Growth Equity Fund, Large Company Growth Fund and Small Company Growth Fund:

To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

8. For shareholders of each of Diversified Bond Fund, Total Return Bond Fund,
Conservative Balanced Fund, Moderate Balanced Fund, Growth Balanced Fund and
Contrarian Stock Fund:

To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
United Capital Management and the Trust, on behalf of the Fund.

9. For shareholders of Diversified Bond Fund, Income Fund, Income Equity Fund,
ValuGrowth Stock Fund and Small Company Growth Fund:

To approve an amendment to the Fund's investment objective.

The Board of Trustees of the Trust has fixed the close of business on
February 25, 1997 as the record date for the determination of shareholders
entitled to notice of and to vote at the Meeting or any adjournment or
adjournments thereof.

By order of the Board of
Trustees,

David I. Goldstein

VICE PRESIDENT AND
SECRETARY

Portland, Maine

April 1, 1997

YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. IN
ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT, AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
<PAGE>
Norwest Advantage Funds

[LOGO]
Two Portland Square

Portland, Maine 04101

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

PROXY STATEMENT

Special Meeting of Shareholders

To Be Held on April 30, 1997

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Trustees (the "Board") of Norwest Advantage
Funds (the "Trust"), a Delaware business trust, from shareholders of

(the "Funds"), the twenty-eight series of the Trust, to be voted at the Special
Meeting of Shareholders of the Trust to be held at the offices of Forum
Financial Services, Inc. ("Forum"), Two Portland Square, Portland, Maine 04101
on April 30, 1997 at 10:00 a.m. Eastern Time, and any adjournment thereof (the
"Meeting"), for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders. The following table summarizes the proposals upon which
the shareholders are being requested to vote (the "Proposals") and indicates
which shareholders are entitled to vote on each Proposal.
<TABLE>
<CAPTION>
PROPOSAL
------------------------------------------------------------
<C> <S>
1. To elect the Trustees of the Trust
2. To ratify the selection of the independent auditors of the
Funds
3. To amend certain fundamental investment policies and the
Fund's investment advisory agreement
4. To approve changes to the Fund's advisory fee, including the
payment of an asset allocation fee
5. To approve changes to the Fund's advisory fee structure
related to the investment of the Fund's assets in two
investment companies
6. To approve a subadvisory agreement with Galliard Capital
Management, Inc.
7. To approve a subadvisory agreement with Peregrine Capital
Management, Inc.

<CAPTION>
FUND
------------------------------------------------------------
<C> <C>
1. All Funds, voting together
2. All Funds, voting together

3. Each Fund, voting separately

4. Diversified Bond Fund, Conservative Balanced Fund, Moderate
Balanced Fund, Growth Balanced Fund, Diversified Equity Fund
and Growth Equity Fund, voting separately
5. Cash Investment Fund

6. Stable Income Fund, Diversified Bond Fund, Conservative
Balanced Fund, Moderate Balanced Fund and Growth Balanced
Fund, voting separately
7. Diversified Bond Fund, Conservative Balanced Fund, Moderate
Balanced Fund, Growth Balanced Fund, Diversified Equity
Fund, Growth Equity Fund, Large Company Growth Fund and
Small Company Growth Fund, voting separately
</TABLE>
<PAGE>
PROPOSAL
------------------------------------------------------------
8. To approve a subadvisory agreement with United Capital
Management
9. To amend the Fund's investment objective

FUND
------------------------------------------------------------
8. Diversified Bond Fund, Total Return Bond Fund, Conservative
Balanced Fund, Moderate Balanced Fund and Growth Balanced
Fund and Contrarian Stock Fund, voting separately
9. Diversified Bond Fund, Income Fund, Income Equity Fund,
ValuGrowth Stock Fund and Small Company Growth Fund, voting
separately

The solicitation is made primarily by the mailing of this Proxy Statement
and the accompanying form of Proxy on or about April 1, 1997. The Trust will
furnish to each person to whom the Proxy Statement is delivered a copy of the
applicable Fund's Annual Report to Shareholders dated May 31, 1996 and
Semi-Annual Report to Shareholders dated November 30, 1996 upon request and
without charge. To request copies, please telephone Norwest Bank Minnesota, N.A.
("Norwest"), the transfer agent of the Trust, at 800-338-1348.

The solicitation of proxies will be primarily by mail but may also include
telephone or oral communications by the officers of the Trust or by regular
employees of Norwest, the investment adviser of the Funds, Forum or their
affiliates. Norwest may determine in the future to engage a proxy solicitation
firm at Norwest's expense.

The Trust is a registered, open-end, management investment company whose
shares of beneficial interest are divided into twenty-eight separate series
(collectively, the "Shares"). The Shares may be voted in person at the Meeting
or by proxy. Each whole Share is entitled to one vote and each fractional Share
is entitled to a proportionate fractional vote. All properly executed proxies
received prior to the Meeting will be voted at the Meeting in accordance with
the instructions marked thereon or otherwise provided therein. Broker non-votes
will be counted as shares present for purposes of determining whether a quorum
is present but will not be voted for or against any adjournment or counted as
votes cast for purposes of determining whether sufficient votes have been
received to approve a proposal. 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.

Unless instructions to the contrary are marked, proxies will be voted FOR
the election of each nominee for Trustee and FOR the approval of the remaining
Proposals that pertain to the shareholder submitting the proxy. A proxy may be
revoked by a shareholder at any time prior to the exercise thereof by giving
written notice to Norwest at 733 Marquette Avenue, Minneapolis, Minnesota
55479-0040, by signing and mailing another proxy of a later date or by
personally casting a vote at the Meeting. A shareholder who intends to revoke a
proxy by personally casting a vote at the Meeting, should be prepared to present
to representatives of the Trust a copy of the previously submitted proxy. In
completing proxies, shareholders should be aware that checking the box labeled
ABSTAIN with respect to a Proposal will result in the Shares covered by the
proxy being treated as if they were voted AGAINST the Proposal.

If a quorum is present at the Meeting, but sufficient votes to approve one
or more of the Proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to those Proposals. With respect to Proposals One and
Two, the presence in person or by proxy of the holders of one-third of the
Trust's Shares entitled to vote constitutes a quorum. With respect to the other
Proposals, the presence in person or by proxy of the holders of one-third of the
Shares of a Fund entitled to vote constitutes a quorum for that Fund. An
adjournment with respect to a Proposal will require the affirmative vote of a
majority of Shares entitled to vote on the Proposal represented in person or by
proxy at the Meeting. In that case, the persons named as proxies will vote all
proxies that they are entitled to vote FOR such an adjournment; provided,
however, any proxies required to be voted against a Proposal will be voted
AGAINST an adjournment with respect to that Proposal. In the event of any
adjournment, the Trust will continue to solicit proxies for Shares on Proposals
for which the Meeting has been adjourned.

All Shares of the Trust will vote together on Proposals One and Two, and
Shares of each Fund entitled to vote on any other Proposal will vote separately
from Shares of other Funds entitled to vote on that Proposal. The Board has
fixed the close of business on February 25, 1997 for determination of
shareholders entitled to notice of, and to vote at, the Meeting.

As used herein, the term "1940 Act Majority" means, with respect to any vote
by a Fund's shareholders, the affirmative vote of the lesser of: (i) 67% or more
of the Shares present or represented by proxy at the Meeting if the holders of
more than 50% of the outstanding Shares are present or represented by proxy at
the Meeting; or (ii) more than 50% of the outstanding Shares.

2
<PAGE>
PROPOSAL ONE

ELECTION OF THE TRUSTEES OF THE TRUST,

EACH TO HOLD OFFICE UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED

Shareholders of all Funds, voting together, are entitled to vote on Proposal
One. Approval of this Proposal with respect to a Trustee requires the
affirmative vote of the holders of a plurality of the outstanding Shares voting
at the Meeting. It is proposed that shareholders elect each current Trustee and
Mr. McCune (the "nominees").

At the Meeting, all of the nominees will be elected to serve until their
successors are elected and qualified. The nominees are listed in the table
below. Messrs. Harris, Keffer and Leach are current Trustees of the Trust and
were elected by shareholders in 1988. Messrs. Brown and Burkhardt are current
Trustees of the Trust and were elected by shareholders in 1993. Messrs. Willeke
and Penny are current Trustees of the Trust and were each elected by the other
members of the Board at meetings of the Board held on July 24-25, 1995 and
October 1, 1995, respectively. Mr. McCune is not currently a Trustee of the
Trust, but was nominated by the Board (subject to shareholder approval) at a
meeting of the Board held on January 28, 1997.

Each nominee has consented to serve or continue to serve as a Trustee if
elected. The Board knows of no reason why any of the nominees would be unable to
serve, but in the event a nominee is unable to serve, the proxies received will
be voted for such substitute nominee or nominees as the Board may recommend.

Certain information regarding each nominee is provided below, including a
description of their principal occupation and business experience for the last
five years. Messrs. Brown, Keffer and McCune (identified by an asterisk in the
following table) are "interested persons" of the Trust as defined in the
Investment Company Act of 1940 (the "1940 Act"). Mr. Brown is an interested
person by virtue of his ownership of stock of the parent of Norwest, and Mr.
Keffer is an interested person by virtue of his position with Forum Financial
Services, Inc., distributor of the Shares of the Trust. Mr. McCune is an
interested person by virtue of his position with Norwest Investment Services,
Inc., an affiliate of Norwest.

Robert C. Brown, Age 65, Trustee*

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, a multi-bank
holding company and parent of Norwest, until 1991.

Donald H. Burkhardt, Age 70, Trustee

Principal of The Burkhardt Law Firm.

James C. Harris, Age 76, Trustee

President and sole Director of James C. Harris & Co., Inc. (a financial
consulting firm). Mr. Harris is also a liquidating Trustee and former
Director of First Midwest Corporation (a small business investment company).

John Y. Keffer, Age 54, Chairman and President*

President and owner, Forum Financial Services, Inc. (a registered
broker-dealer), Forum Administrative Services Limited Liability Company (a
mutual fund administrator), Forum Financial Corp. (a registered transfer
agent) and other companies within the Forum Financial Group of companies.
Mr. Keffer is a Director, Trustee and/or officer of various registered
investment companies for which Forum Financial Services, Inc., or its
affiliates, serves as manager, administrator or distributor.

Richard M. Leach, Age 63, Trustee

President of Richard M. Leach Associates (a financial consulting firm) since
1992. Prior thereto, Mr. Leach was Senior Adviser of Taylor Investments (a
registered investment adviser), a Director of Mountainview Broadcasting (a
radio station) and Managing Director of Digital Techniques, Inc. (an
interactive video design and manufacturing company).

John S. McCune, age 51, nominee*

President, Chief Executive Officer and Director of Norwest Investment
Services, Inc. (a registered broker-dealer) since 1991. Mr. McCune also
serves as a member of the Municipal Securities Rulemaking Board and is a
member of the American Bankers Association and Sales Managers Association.

3
<PAGE>
Timothy J. Penny, Age 45, Trustee

Senior Counselor 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, Mr. Penny was
the Representative to the United States Congress from Minnesota's First
Congressional District.

Donald C. Willeke, Age 56, Trustee

Principal of the law firm of Willeke & Daniels.

During the Trust's fiscal year ended May 31, 1996, the Board met four times.
All of the Trustees attended each meeting. The Board has established a
Nominating Committee and an Audit Committee of the Board, each of which is
composed of Trustees who are not interested persons of the Trust (the
"Independent Trustees"). Messrs. Harris, Leach, Burkhardt, Willeke and Penny are
the current members of those committees. The Nominating Committee selects all
Independent Trustees for nomination to the Board and met three times during the
fiscal year ended May 31, 1996; all of the committee members except Mr. Leach
attended each meeting; Mr. Leach attended two of the three meetings. The
Nominating Committee accepts nominations from shareholders of the Trust. Such
nominations should be submitted to the Committee in care of the Secretary of the
Trust. The Audit Committee selects the Trust's independent auditors and meets to
discuss the scope of the auditors' engagement and to review the financial
statements of the Trust and the results of the auditors' examination thereof.
The Audit Committee met three times during the fiscal year ended May 31, 1996;
all of the committee members attended each meeting. The Board also has
established a Valuation Committee composed of Messrs. Brown and Keffer. The
Valuation Committee did not meet during the fiscal year ended May 31, 1996.

TRUSTEE COMPENSATION

Each Trustee is paid by the Trust a quarterly retainer fee of $5,000 for the
Trustee's service to the Trust and to Norwest Select Funds, a separate
registered open-end management investment company for which each Trustee serves
as trustee. In addition, each Trustee is paid $3,000 for each regular Board
meeting attended (whether in person or by electronic communication) and is paid
$1,000 for each Committee meeting attended on a date when a Board meeting is not
held. Also, each Trustee is paid $1,000 for each telephonic Board meeting that
is not a regular meeting. Trustees are also reimbursed for travel and related
expenses incurred in attending those meetings. Mr. Keffer is not compensated,
and, if elected as a Trustee, Mr. McCune would not be compensated in connection
with serving as Trustee. No officer of the Trust is compensated by the Trust.

Mr. Burkhardt, Chairman of the Trust's and Norwest Select Fund's Audit
Committees, receives additional compensation of $6,000 from the Trust and
Norwest Select Funds, allocated pro rata between the Trust and Norwest Select
Funds based upon relative net assets, for his services as Chairman.

The following table provides the aggregate compensation paid to the Trustees
of the Trust by the Trust and by the Trust and Norwest Select Funds, combined.
Norwest Select Funds has a December 31 fiscal year end. Information is presented
for the twelve-month period ended May 31, 1996, the most recent fiscal year end
of the Trust.

<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM THE TRUST AND
TOTAL COMPENSATION NORWEST SELECT
FROM THE TRUST FUNDS
------------------ ------------------
<S> <C> <C>
Mr. Brown.................................................................. $ 28,974 $ 29,000
Mr. Burkhardt.............................................................. $ 36,223 $ 36,250
Mr. Harris................................................................. $ 27,975 $ 28,000
Mr. Leach.................................................................. $ 32,970 $ 33,000
Mr. Penny.................................................................. $ 15,985 $ 16,000
Mr. Willeke................................................................ $ 29,973 $ 30,000
</TABLE>

Neither the Trust nor Norwest Select Funds has adopted any form of
retirement plan covering Trustees or officers. For the twelve-month period ended
May 31, 1996, expenses of the Trustees totaled $30,408, and expenses of the
trustees of Norwest Select Funds totaled $27.

4
<PAGE>
Set forth below is certain information as to Trustees of the Trust who owned
beneficially any class of securities of Norwest Corporation as of February 6,
1997.

<TABLE>
<CAPTION>
NAME OF NUMBER OF
TITLE OF CLASS OR SERIES BENEFICIAL OWNER SHARES
- ------------------------ ------------------- -----------
<S> <C> <C>
Norwest Corporation Robert C. Brown 29,116
</TABLE>

As of February 6, 1997, the Trustees and officers of the Trust as a group
owned less than 1% of the Shares of each Class of each Fund.

PROPOSAL TWO
RATIFICATION OF SELECTION OF KPMG PEAT
MARWICK LLP AS INDEPENDENT AUDITORS OF THE FUNDS
FOR THE FISCAL YEAR ENDING MAY 31, 1997

Shareholders of all Funds, voting together, are entitled to vote on Proposal
Two. Approval of this Proposal requires the approval of a majority of the
outstanding Shares of the Trust.

The Board of Trustees recommends that the shareholders of the Funds ratify
the selection of KPMG Peat Marwick LLP ("KPMG") to audit the accounts of the
Funds for the fiscal year of each Fund ending May 31, 1997. Their selection was
approved by a unanimous vote, cast in person, at a meeting of the Board held on
July 29-30, 1996. KPMG has audited the accounts of the Trust for the fiscal
years ended May 31, 1996, 1995 and 1994, as well as for the fiscal year ended
October 31, 1995 with respect to those Funds that previously had that fiscal
year end. KPMG does not have any direct or indirect financial interest in the
Trust or any Fund of the Trust. A representative of KPMG will have,
telephonically, the opportunity to make a statement and to respond to
appropriate questions from the shareholders, during the Meeting.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL TWO.

PROPOSAL THREE
APPROVAL OF AMENDMENTS TO CERTAIN
FUNDAMENTAL INVESTMENT POLICIES TO PERMIT A
FUND TO INVEST ALL OR A PORTION OF ITS ASSETS
IN ONE OR MORE INVESTMENT COMPANIES AND RELATED
AMENDMENTS TO THE FUND'S INVESTMENT ADVISORY AGREEMENT

Shareholders of each Fund, voting separately by Fund, are entitled to vote
on Proposal Three. Approval of this Proposal with respect to a Fund requires a
1940 Act Majority.

INTRODUCTION

GENERAL. Approval of this Proposal would enable a Fund to invest its assets
in a master-feeder or fund-of-funds structure. In a master-feeder structure, a
Fund seeks to achieve its investment objective by investing in a single
investment company having substantially the same investment objective, policies
and risk profile as the Fund. In a fund-of-funds structure, a Fund diversifies
its assets by investing in two or more investment companies, each with different
investment objectives, policies and risk profiles. These structures are referred
to as "Core and Gateway-Registered Trademark- structures" (Core and Gateway is a
registered service mark of Forum). A Fund investing in either type of Core and
Gateway structure would continue to pursue its current investment objective
through investment in one or more investment companies, referred to herein as
"Core Portfolios." The Core Portfolio in turn would invest directly in the
securities of individual issuers. A Fund investing in one or more Core
Portfolios may be referred to as a "Gateway Fund."

5
<PAGE>
The following illustration compares a traditional mutual fund structure
(wherein a Fund invests directly in portfolio securities) with a master-feeder
and a fund-of-funds structure.

[GRAPHIC]
Flow chart of Traditional, Master-Feeder and Fund-of-Funds mutual fund
structure.

The primary reason to use a Core and Gateway structure is to provide a
mechanism to pool, in a single Core Portfolio, the common investments of a
number of Gateway Funds and other investors in the Core Portfolio. Accordingly,
Forum and Norwest expect that, upon approval of this Proposal and implementation
of the policies described herein, the assets of more than one Gateway Fund will
be pooled in each Core Portfolio. That pooling of assets is designed to create a
larger asset base for each Gateway Fund in order to provide investment and
administrative efficiencies, and enhanced portfolio diversification. See
"Evaluation by the Board" below. There can be no assurance that any Fund's total
expenses will be reduced as a result of the Fund's investment in a Core and
Gateway structure.

Approval of this Proposal will affect different Funds in different ways as
listed in the following table and described in more detail below. A number of
the Funds currently have the ability to convert to a Core and Gateway structure
without obtaining shareholder approval (or currently operate pursuant to a Core
and Gateway structure) and seek approval of this Proposal solely to standardize
the form of fundamental investment policies of the Funds. As identified below,
certain Funds will convert to a Core and Gateway structure upon approval of this
Proposal. See "Effect on the Funds" below.

<TABLE>
<S> <C>
GROUP 1 FUNDS: CASH INVESTMENT FUND (SEE PROPOSAL FIVE)
U.S. GOVERNMENT FUND
TREASURY FUND
MUNICIPAL MONEY MARKET FUND
INCOME FUND
TAX-FREE INCOME FUND
MINNESOTA TAX-FREE FUND
COLORADO TAX-FREE FUND
VALUGROWTH STOCK FUND
CONTRARIAN STOCK FUND

Current Status: May not invest in either Core and Gateway structure.

Upon Approval: Will have the ability to convert to a Core and Gateway structure in
the future solely upon Board approval. Cash Investment Fund will
convert to a fund-of-funds structure (See Proposal Five).

GROUP 2 FUNDS: INTERMEDIATE GOVERNMENT INCOME FUND
LIMITED TERM TAX-FREE FUND

Current Status: May invest in a master-feeder structure. May not invest in a
fund-of-funds structure.

Upon Approval: Will have the ability to convert to either Core and Gateway structure
in the future solely upon Board approval.

GROUP 3 FUNDS: SMALL CAP OPPORTUNITIES FUND
INTERNATIONAL FUND

Current Status: Invests in a master-feeder structure. May not invest in a
fund-of-funds structure.

Upon Approval: Will continue to invest in a master-feeder structure. Will have the
ability to convert to a fund-of-funds structure in the future solely
upon Board approval.
</TABLE>

6
<PAGE>
<TABLE>
<S> <C>
GROUP 4 FUNDS: STABLE INCOME FUND
INDEX FUND
LARGE COMPANY GROWTH FUND
INCOME EQUITY FUND
SMALL COMPANY GROWTH FUND

Current Status: May invest in a master-feeder structure. May not invest in a
fund-of-funds structure. Will convert to a master-feeder structure.

Upon Approval: Will have the ability to convert to either Core and Gateway structure
in the future solely upon Board approval.

GROUP 5 FUND: DIVERSIFIED BOND FUND

Current Status: May invest in a master-feeder structure. May not invest in a
fund-of-funds structure.

Upon Approval: Will convert to a fund-of-funds structure. Will continue to have the
ability to convert to a master-feeder structure solely upon Board
approval.

GROUP 6 FUNDS: CONSERVATIVE BALANCED FUND
MODERATE BALANCED FUND
GROWTH BALANCED FUND
DIVERSIFIED EQUITY FUND
GROWTH EQUITY FUND

Current Status: May invest in a master-feeder structure. Invests in a fund-of-funds
structure.

Upon Approval: Will continue to invest in a fund-of-funds structure. Will conform
investment policies to those of the other Funds.

GROUP 7 FUNDS: READY CASH INVESTMENT FUND
TOTAL RETURN BOND FUND
SMALL COMPANY STOCK FUND

Current Status: May not invest in either Core and Gateway structure.

Upon Approval: Will convert to a master-feeder structure. Will have the ability to
convert to a fund-of-funds structure in the future solely upon Board
approval.
</TABLE>

SPECIFIC APPROVALS UNDER THIS PROPOSAL. Approval by shareholders of a Fund
of this Proposal will permit the Fund to convert to a Core and Gateway structure
or otherwise invest all or a portion of its investable assets in one or more
investment companies to the extent permitted by law, including exemptive orders
granted to the Trust permitting fund-of-funds investing.

Specifically, approval of this Proposal by a Fund will amend that Fund's
fundamental investment policies regarding diversification and concentration. The
amendments will clarify that the diversification and concentration policies of a
Fund operating in a Core and Gateway structure apply to the portfolio securities
of the Core Portfolios in which the Fund invests rather than to the interests in
the Core Portfolios held by the Fund. These amendments are discussed in detail
below under "Amendments to Investment Policies."

Approval of this Proposal by a Fund also will amend that Fund's investment
advisory agreement as follows: (i) to specifically include asset allocation
services among Norwest's advisory responsibilities; (ii) to impose a contractual
asset allocation fee in an amount up to 0.25% of the average daily net assets of
any Fund (other than Cash Investment Fund) if that Fund invests in two or more
investment companies in a Core and Gateway structure; (iii) to provide that the
Fund's current contractual advisory fee will apply to assets invested by Norwest
(or named subadvisers) directly in securities; and (iv) to provide that no
portfolio management fee is payable and that Norwest (and any named subadviser)
has no portfolio management responsibilities for the assets of the Fund that are
invested in another investment company in a Core and Gateway structure. The
amendments to the advisory agreements are discussed below under "Amendments to
the Advisory Agreements."

Upon approval of this Proposal, a Fund could convert to a Core and Gateway
structure solely upon a determination by the Board that the conversion is in the
best interests of the Fund and its shareholders. A Fund would provide
shareholders prior notice of a conversion. The Board would retain the right to
withdraw a Fund's investment in a Core Portfolio at any time, and the Fund could
thereafter resume investing directly in individual securities or could re-invest
its assets in another Core Portfolio.

7
<PAGE>
The conversion to a Core and Gateway structure would be accomplished by
transferring each converting Fund's assets to the appropriate Core Portfolio in
exchange for an interest in the Core Portfolio equal in value to the assets
transferred. Each converting Fund's assets would be transferred in kind to the
Core Portfolio(s) and valued in accordance with the Fund's normal valuation
procedures. The conversion would not affect the net asset value of the shares of
a Fund. All costs of the conversions will be borne by the Fund or Funds
involved. Unless canceled or delayed, the pending conversions described herein
would occur on or about May 31, 1997.

CORE AND GATEWAY STRUCTURES

GENERAL. Each Core Portfolio will be a separate series of Core Trust
(Delaware) ("Core Trust"), a registered, open-end management investment company
that was formed as a Delaware business trust in 1994.

Core Trust currently has eight active series, four of which are Core
Portfolios for six Funds that operate pursuant to a Core and Gateway structure.
At a meeting of the board of trustees of Core Trust (the "Core Board") held on
March 13, 1997 the Core Board authorized and established additional series of
Core Trust to serve as additional Core Portfolios.

8
<PAGE>
Each Core and Gateway structure and its corresponding risks are described
separately below. Aspects of the two structures that are similar are described
below under "Common Aspects of the Core and Gateway Structures."

MASTER-FEEDER. In a master-feeder structure, a Gateway Fund holds as its
primary asset an interest in a Core Portfolio that has substantially the same
investment objective and policies as the Fund. In addition, to the extent
necessary to manage cash balances, a Gateway Fund may invest directly in cash
and cash equivalents. The Fund would otherwise continue its normal operations.
The structure is designed to achieve investment and administrative efficiencies
and enhanced portfolio diversification by allowing a Fund to pool its assets
with the assets of other entities invested in the Core Portfolio.

When required under the 1940 Act or Delaware law, a Core Portfolio will hold
a meeting of interestholders in order to obtain their approval of a change to
the Portfolio's operations. As an interestholder of a Core Portfolio, a Gateway
Fund would be entitled to vote in proportion to the Fund's relative interest in
the Core Portfolio. A Fund investing through a master-feeder structure will hold
a meeting of its shareholders to obtain instructions on how to vote its interest
in the Core Portfolio and will vote its interest in the Core Portfolio in
proportion to the votes cast by the Fund's shareholders when required by the
1940 Act or Delaware law. In other circumstances, the Board will vote the
Gateway Fund's interest in the Core Portfolio in accordance with the best
interests of the shareholders of the Fund.

Subject to applicable legal requirements, the Gateway Fund will not seek
instructions from its shareholders with respect to: (i) any proposal relating to
a Core Portfolio that, if made with respect to the Fund, would not require the
vote of Fund shareholders; or (ii) any proposal relating to the Core Portfolio
that is substantially the same as a proposal previously approved by the Fund's
shareholders.

FUND-OF-FUNDS. In a fund-of-funds structure, a Gateway Fund holds interests
in two or more Core Portfolios and, to the extent it manages a portion of its
assets directly, individual securities of other issuers. The Fund would
otherwise continue its normal operations. A Fund would invest in a number of
different Core Portfolios to achieve investment and administrative efficiencies
and enhanced portfolio diversification by pooling its assets with the assets of
other entities invested in the Core Portfolios.

In general, the fund-of-funds structure is suitable for a Gateway Fund that
follows a "multi-style" investment approach. That approach involves the
investment, through percentage allocations consistent with the Fund's investment
objective and policies, in a number of Core Portfolios, each with different
investment objectives and investment policies. The "multi-style" approach is
intended to increase asset diversification and to reduce the risk of relying on
a single investment style. A Fund would convert to a fund-of-funds structure if
the Board determined it was in the best interests of the Fund to follow a
"multi-style" investment approach in which the Fund's assets would be allocated
among several Core Portfolios.

A Gateway Fund's investments in the investment styles and Core Portfolios
are viewed by Norwest as no different from investments made by Norwest on behalf
of a Fund in portfolio securities. Accordingly, consistent with a Gateway Fund's
investment objective and policies, Norwest would be able to make changes in the
percentage allocations at any time Norwest deems appropriate, including in
response to market or other conditions. Norwest also would rebalance
periodically the investments in the Core Portfolios to ensure that the Fund
continued to operate in accordance with its target percentage allocations. A
Gateway Fund would, however, allocate its investments in the Core Portfolios
within specified ranges that are subject to Board review.

When business or financial conditions warrant, a Gateway Fund may assume a
temporary defensive position and directly invest without limit in cash or
prime-quality cash equivalents. During periods when and to the extent that a
Gateway Fund assumes a temporary defensive position, the Fund's assets could be
invested outside of the specified ranges approved by the Board.

If a Core Portfolio holds a meeting of interestholders, for instance to
obtain their approval of a change in the Portfolio's operations or investment
advisory agreement, as an interestholder of a Core Portfolio, a Gateway Fund
will be entitled to vote in proportion to its relative interest in the Core
Portfolio. A Gateway Fund investing through a fund-of-funds structure will not,
in general, hold a shareholder meeting when a Core Portfolio is conducting a
meeting of its interestholders. As with any direct investment in securities, the
Board would vote the Fund's interests in the Core Portfolio in the best
interests of the shareholders of the Fund.

9
<PAGE>
COMMON ASPECTS OF THE CORE AND GATEWAY STRUCTURES. A Fund will invest in a
Core Portfolio on the same terms and conditions as any of the other investors in
the Core Portfolio and will bear a proportionate share of the Core Portfolio's
expenses.

The Core Portfolios offer their shares only to institutional shareholders.
Other pooled investment vehicles that invest in the Core Portfolio, including
other mutual funds, may be marketed in different ways than those used by a
particular Gateway Fund or to different types of investors than those investing
in that Gateway Fund. Another mutual fund investing in a Core Portfolio might
sell fund shares to the general public at a different public offering price than
the Funds' Shares and could have different fees and expenses than the Funds.
Also, other investors in a Core Portfolio may have different yields and returns
than those of a particular Gateway Fund.

If there are other investors in a Core Portfolio, there can be no assurance
that a vote of all the interestholders of the Core Portfolio would result in the
same outcome as a vote of the shareholders of the Gateway Fund. If the outcome
of a Core Portfolio vote was not consistent with the vote of the shareholders of
the Fund, the Board would consider whether it was still in the best interests of
the Fund and its shareholders to invest in the Core Portfolio.

The Board will retain the right to redeem a Gateway Fund's investment in a
Core Portfolio at any time if the Board determines that it is in the best
interests of the Fund and its shareholders to do so. A Fund might redeem, for
example, if the outcome of a vote of the interestholders of a Core Portfolio
were not acceptable to the Board. A redemption could result in an in-kind
distribution of portfolio securities (as opposed to a cash distribution) to the
Fund by the Core Portfolio.

If a Gateway Fund withdrew its investment from a Core Portfolio, the Board
would consider what action should be taken to manage the withdrawn assets,
including management of the Fund's assets in accordance with its investment
objectives and policies by Norwest (and/or named subadvisers) or investment of
the assets in another Core Portfolio. The inability of a Fund to find a suitable
replacement investment(s) could have a significant impact on the shareholders of
the Fund.

A Gateway Fund's investments in a Core Portfolio could be affected by the
actions of other large investors in the Core Portfolio. For example, if a Core
Portfolio had another large investor that redeemed its interest in the Core
Portfolio, the Fund and the Core Portfolio's remaining investors could
experience higher pro rata operating expenses and resulting lower returns.

Investment of a Gateway Fund's assets in a Core Portfolio would affect the
Fund's current arrangements for management and administrative services. As a
result of the investment, some of those services would be provided by the
service providers of the relevant Core Portfolio while others would continue to
be provided directly to the Fund. Except as described in this Proxy Statement,
the overall rate at which a Fund would bear costs for the provision of
investment advisory and other services would remain unchanged.

TAX CONSEQUENCES. Management of the Trust will proceed with a conversion to
a Core and Gateway structure only upon receipt of an opinion of counsel to the
effect that neither a contribution of the Gateway Fund's investment assets to a
Core Portfolio in exchange for an interest in the Core Portfolio nor a
withdrawal of a Fund's assets at that time from a Core Portfolio would result in
the recognition of gain or loss to the Fund for federal income tax purposes.

Each Gateway Fund qualifies for treatment as a regulated investment company
under the Internal Revenue Code of 1986. As such a Fund does not pay federal
income or excise taxes to the extent that it distributes to shareholders its net
investment income and any net realized capital gain at certain times. The Fund
is not liable for any income, corporate excise or franchise taxes in the state
of Delaware. Each Core Portfolio in which a Fund invests will conduct its
operations in a manner such that any Fund that invests all of its investable
assets in the Core Portfolio would qualify for treatment as a regulated
investment company.

The Core Portfolios are not required to pay federal income taxes on their
net investment income and capital gain, as they are treated as partnerships for
federal income tax purposes. All interest, dividends and gains and losses of the
Core Portfolios are deemed to have been "passed through" to the respective
Gateway Funds in proportion to each Fund's holdings of the Core Portfolios,
regardless of whether such interests, dividends or gains have been distributed
by the Portfolios or losses have been realized by the Portfolios.

10
<PAGE>
AMENDMENTS TO THE ADVISORY AGREEMENTS

Approval of this Proposal constitutes approval of changes to the investment
advisory agreements between Norwest and the Trust on behalf of the Funds (the
"Advisory Agreements"). Specifically, the Advisory Agreements would be amended
as follows: (i) to specifically include asset allocation services among
Norwest's advisory responsibilities; (ii) to impose a contractual asset
allocation fee in an amount up to 0.25% of the average daily net assets of any
Fund (other than Cash Investment Fund) if that Fund invests in two or more
investment companies in a Core and Gateway structure; (iii) to provide that the
Fund's current contractual advisory fee will apply to assets invested by Norwest
(or named subadvisers) directly in securities; and (iv) to provide that no
portfolio management fee is payable and that Norwest (and any named subadviser)
has no portfolio management responsibilities for the assets of the Fund that are
invested in another investment company in a Core and Gateway structure (the
"Investment Advisory Agreement Amendments").

Asset allocation services generally are viewed as separate and distinct from
portfolio management services. Subject to the general supervision of the Board,
and in accordance with the investment objective and policies of a Fund using a
fund-of-funds structure, Norwest would allocate and reallocate the Fund's assets
among the Core Portfolios in which it invests and would rebalance the portfolio
allocations. Norwest would continue to be responsible for any direct investments
made by a Fund.

For assets invested directly in securities, Norwest would continue to be
entitled to receive each Gateway Fund's contractual advisory fee. Fund
shareholders will not be requested to approve the payment of the asset
allocation or any other advisory fee upon conversion in the future by the Fund
to a fund-of-funds structure. The Board would be required to approve the
conversion and the aggregate of any asset allocation fee and all direct and
indirect advisory fees to be paid by the Fund. Shareholders of each of Cash
Investment Fund, Diversified Bond Fund, Conservative Balanced Fund, Moderate
Balanced Fund, Growth Balanced Fund, Diversified Equity Fund and Growth Equity
Fund are being requested separately in Proposals Four and Five to consider and
approve changes in their advisory fee structures related to proposed investments
in certain Core Portfolios.

In addition to the amendments described above, the Advisory Agreements of
the Funds would be consolidated into a single agreement solely for
administrative ease (the "Advisory Agreement"). Except as described in this
Proxy Statement, the consolidated Advisory Agreement would be the same in all
material respects as each Fund's current advisory agreement. A copy of the
Advisory Agreement is attached as Appendix A to this Proxy Statement.

AMENDMENTS TO INVESTMENT POLICIES

Upon approval of this Proposal by the shareholders of a Fund, the Fund will
amend its investment policies regarding diversification and concentration that
otherwise would be inconsistent with the conversion of the Fund to a Core and
Gateway structure. The amendments described below will not in any other way
affect the manner in which a Fund currently operates. The Funds' current
diversification and concentration policies, which are set forth in Appendix B to
this Proxy Statement, will be superseded or supplemented by the policies stated
below.

Fund policies that are designated as fundamental may not be changed without
a 1940 Act Majority. Non-fundamental policies may be changed by the Board
without shareholder approval.

DIVERSIFICATION. Each of the following Funds is "diversified" as that term
is defined in the 1940 Act:

<TABLE>
<S> <C>
CASH INVESTMENT FUND MODERATE BALANCED FUND
READY CASH INVESTMENT FUND GROWTH BALANCED FUND
U.S. GOVERNMENT FUND INDEX FUND
TREASURY FUND INCOME EQUITY FUND
MUNICIPAL MONEY MARKET FUND VALUGROWTH STOCK FUND
STABLE INCOME FUND DIVERSIFIED EQUITY FUND
INTERMEDIATE GOVERNMENT INCOME FUND GROWTH EQUITY FUND
DIVERSIFIED BOND FUND LARGE COMPANY GROWTH FUND
INCOME FUND SMALL COMPANY STOCK FUND
TOTAL RETURN BOND FUND SMALL COMPANY GROWTH FUND
LIMITED TERM TAX-FREE FUND SMALL CAP OPPORTUNITIES FUND
TAX-FREE INCOME FUND CONTRARIAN STOCK FUND
CONSERVATIVE BALANCED FUND INTERNATIONAL FUND
</TABLE>

11
<PAGE>
Upon approval of this Proposal by the shareholders of a Fund, the following
fundamental investment policy will replace the Fund's existing fundamental
policy regarding diversification:

The Fund may not, with respect to 75% of its assets, purchase a security
(other than a U.S. Government security or a security of an investment
company) if, as a result: (i) more than 5% of the Fund's total assets
would be invested in the securities of a single issuer, or (ii) the Fund
would own more than 10% of the outstanding voting securities of any
single issuer.

Each of the following Funds is "non-diversified" as that term is defined in
the 1940 Act:

COLORADO TAX-FREE FUND MINNESOTA TAX-FREE FUND

Upon approval of this Proposal by the shareholders of a Fund, the following
non-fundamental investment policy will replace the Fund's existing
non-fundamental policy regarding diversification:

The Fund is "non-diversified" as that term is defined in the 1940 Act.

In addition, each non-diversified Fund will adopt the following
non-fundamental investment policy that will replace the Fund's existing
non-fundamental investment policy regarding diversification:

To the extent required to qualify as a regulated investment company
under the [Internal Revenue] Code [of 1986, as amended], the Fund may
not purchase a security (other than a U.S. Government security or a
security of an investment company) if, as a result: (i) with respect to
50% of its assets, more than 5% of the Fund's total assets would be
invested in the securities of any single issuer; (ii) with respect to
50% of its assets, the Fund would own more than 10% of the outstanding
securities of any single issuer; or (iii) more than 25% of the Fund's
total assets would be invested in the securities of any single issuer.

CONCENTRATION. Upon approval of this Proposal by the shareholders of a
Fund, the following clause will supersede the first clause of each Fund's
existing fundamental investment policy regarding concentration. The amendment to
this policy will not materially affect any Fund and is proposed solely to
standardize the language of each Fund's policy.

The Fund may not purchase a security if, as a result, more than 25% of
the Fund's total assets would be invested in securities of issuers
conducting their principal business activities in the same industry.

In addition, the following clause will supplement each Fund's policy:

Notwithstanding anything to the contrary, to the extent permitted by the
1940 Act, the Fund may invest in one or more investment companies;
provided that, except to the extent the Fund invests in other investment
companies pursuant to Section 12(d)(1)(A) of the 1940 Act, the Fund
treats the assets of the investment companies in which it invests as its
own for purposes of this policy.

EFFECT ON THE FUNDS

Approval of this Proposal will affect each of the Funds in different ways as
described below.

<TABLE>
<S> <C> <C>
GROUP 1 FUNDS: CASH INVESTMENT FUND TAX-FREE INCOME FUND
U.S. GOVERNMENT FUND MINNESOTA TAX-FREE FUND
TREASURY FUND COLORADO TAX-FREE FUND
MUNICIPAL MONEY MARKET FUND VALUGROWTH STOCK FUND
INCOME FUND CONTRARIAN STOCK FUND
</TABLE>

Currently, Group 1 Funds are not permitted to invest pursuant to either type
of Core and Gateway structure. Upon approval of this Proposal, the Funds would
be permitted in the future to invest pursuant to a master-feeder or
fund-of-funds structure without obtaining shareholder approval at that time.
These Funds (except Cash Investment Fund) do NOT, however, currently intend to
convert to either Core and Gateway structure. Shareholders of Cash Investment
Fund are requested separately in Proposal Five to approve the conversion of the
Fund to a Core and Gateway structure.

Shareholders of each Group 1 Fund are requested to approve Proposal Three in
order: (i) to permit the Fund to convert in the future to a Core and Gateway
structure without obtaining shareholder approval at that time; (ii) to

12
<PAGE>
approve the Investment Advisory Agreement Amendments; and (iii) to standardize
the fundamental investment policies of the Funds.

<TABLE>
<S> <C> <C>
GROUP 2 FUNDS: INTERMEDIATE GOVERNMENT INCOME FUND LIMITED TERM TAX-FREE FUND
</TABLE>

Group 2 Funds are permitted to invest pursuant to a master-feeder structure
but are not permitted to invest pursuant to a fund-of-funds structure. Upon
approval of this Proposal, these Funds would be permitted in the future to
invest pursuant to a fund-of-funds structure without obtaining shareholder
approval at that time. These Funds do NOT currently intend to convert to either
Core and Gateway structure.

Shareholders of each Group 2 Fund are requested to approve Proposal Three in
order: (i) to permit the Fund to convert in the future to a fund-of-funds
structure without obtaining shareholder approval at that time; (ii) to approve
the Investment Advisory Agreement Amendments; and (iii) to standardize the
fundamental investment policies of the Funds.

<TABLE>
<S> <C> <C>
GROUP 3 FUNDS: SMALL CAP OPPORTUNITIES FUND INTERNATIONAL FUND
</TABLE>

Group 3 Funds currently invest pursuant to a master-feeder structure but are
not permitted to invest in a fund-of-funds structure. Upon approval of this
Proposal, the Funds would be permitted in the future to invest pursuant to a
fund-of-funds structure without obtaining shareholder approval at that time.
These Funds do NOT currently intend to convert to a fund-of-funds structure.

Shareholders of each Group 3 Fund are requested to approve Proposal Three in
order: (i) to permit the Fund to convert in the future to a fund-of-funds
structure without obtaining shareholder approval at that time; (ii) to approve
the Investment Advisory Agreement Amendments; and (iii) to standardize the
fundamental investment policies of the Funds.

<TABLE>
<S> <C> <C>
GROUP 4 FUNDS: STABLE INCOME FUND INCOME EQUITY FUND
INDEX FUND SMALL COMPANY GROWTH FUND
LARGE COMPANY GROWTH FUND
</TABLE>

Group 4 Funds are permitted to invest pursuant to a master-feeder structure
but are not permitted to invest pursuant to a fund-of-funds structure. Upon
approval of this Proposal, the Funds would be permitted in the future to invest
pursuant to a fund-of-funds structure without obtaining shareholder approval at
that time. These Funds do NOT currently intend to invest in a fund-of-funds
structure.

Shareholders of each Group 4 Fund are requested to approve Proposal Three in
order: (i) to permit the Fund to convert in the future to a fund-of-funds
structure without obtaining shareholder approval at that time; (ii) to approve
the Investment Advisory Agreement Amendments; and (iii) to standardize the
fundamental investment policies of the Funds.

Upon approval of certain of the Proposals set forth in this Proxy Statement,
each Fund expects to convert to a master-feeder structure and invest all of its
investable assets in a Core Portfolio with substantially the same investment
objectives and policies as the Fund.

<TABLE>
<S> <C> <C>
GROUP 5 FUND: DIVERSIFIED BOND FUND
</TABLE>

Diversified Bond Fund is permitted to invest pursuant to a master-feeder
structure but is not permitted to invest pursuant to a fund-of-funds structure.

The Fund currently seeks to achieve its investment objective by investing
its assets directly in securities in accordance with a "multi-style" investment
approach designed to reduce price and return volatility and to provide more
consistent returns. The Fund invests equally in three fixed income investment
styles -- total return bond style, managed fixed income style and positive
return style. Pursuant to its investment advisory agreement, Norwest provides
the Fund with asset allocation services. Norwest rebalances the Fund's portfolio
periodically, and the percentage of the Fund's assets invested using a specified
style may be changed at any time by Norwest in response to market or other
conditions.

Upon approval of this Proposal, the assets of the Fund invested in those
styles will be invested equally in three separate Core Portfolios that will
operate pursuant to substantially the same investment policies as the
corresponding style: Total Return Bond Portfolio, Managed Fixed Income
Portfolio, and Positive Return Portfolio. See "Core and

13
<PAGE>
Gateway Structures -- Fund-of-Funds" above. The investment objectives and
policies of the Core Portfolios are identical to the investment objectives and
policies of their corresponding investment styles.

Shareholders of Diversified Bond Fund are requested to approve Proposal
Three in order: (i) to permit the Fund to convert to a fund-of-funds structure;
and (ii) to standardize the fundamental investment policies of the Funds.

Shareholders of the Fund are requested separately in Proposal Four to
consider and approve the imposition of an asset allocation fee. A table
comparing the Fund's current expenses to the estimated expenses of the Fund upon
conversion to a fund-of-funds structure is set forth in Proposal Four. To
facilitate the implementation of the Fund's investment in a fund-of-funds
structure, shareholders also are requested separately in Proposal Nine to
consider and approve an amendment to the Fund's investment objective.

<TABLE>
<S> <C> <C>
GROUP 6 FUNDS: CONSERVATIVE BALANCED FUND DIVERSIFIED EQUITY FUND
MODERATE BALANCED FUND GROWTH EQUITY FUND
GROWTH BALANCED FUND
</TABLE>

Group 6 Funds currently invest in a fund-of-funds structure and are
permitted to invest pursuant to a master-feeder structure. These Funds do NOT
currently intend to convert to a master-feeder structure. These Funds currently
receive but do not pay a specific fee for asset allocation services from
Norwest. Shareholders of the Funds are requested separately in Proposal Four to
consider and approve the imposition of an asset allocation fee for providing
enhanced asset allocation services.

Shareholders of each Group 6 Fund are requested to approve this Proposal in
order to standardize the fundamental investment policies of the Funds.

<TABLE>
<S> <C> <C>
GROUP 7 FUNDS: READY CASH INVESTMENT FUND SMALL COMPANY STOCK FUND
TOTAL RETURN BOND FUND
</TABLE>

Currently, Group 7 Funds are not permitted to invest pursuant to either type
of Core and Gateway structure. Upon approval of this Proposal, each Fund will
convert to a master-feeder structure and invest all of its investable assets in
the corresponding Core Portfolio identified below which has substantially the
same investment objectives and policies as the Fund:

<TABLE>
<CAPTION>
FUND CORRESPONDING CORE PORTFOLIO
- ---------------------------------------------------- ----------------------------------------------------
<S> <C>
Ready Cash Investment Fund Rated Money Market Portfolio
Total Return Bond Fund Total Return Bond Portfolio
Small Company Stock Fund Small Company Stock Portfolio
</TABLE>

While Rated Money Market Portfolio will have substantially the same
investment objective and policies as Ready Cash Investment Fund, the Portfolio
also will seek to obtain and maintain, as a non-fundamental policy, a single "A"
rating from Standard & Poor's Corporation.

Under this Proposal, Norwest and Forum have agreed to fee waivers and
expense reimbursements that, following conversion to a master-feeder structure,
would maintain each Fund's total combined operating expenses for the first
fiscal year at the same levels as the Fund's total operating expenses prior to
the conversion. Thereafter, any proposed reduction in the amounts of those
waivers and reimbursements would be reviewed with the Board. The Fund's direct
fee structure would change as a result of its investment in the Core Portfolio
because certain fees (such as advisory and custody fees) would be borne by the
Fund indirectly as an interestholder in the Core Portfolio rather than directly.
See "Comparative Fee Table" below.

Shareholders of each Group 7 Fund are requested to approve Proposal Three in
order: (i) to permit the Fund to convert to a master-feeder structure; (ii) to
permit the Fund to convert in the future to a fund-of-funds structure without
obtaining shareholder approval at that time; (iii) approve the Investment
Advisory Agreement Amendments; and (iv) to standardize the fundamental
investment policies of the Funds.

COMPARATIVE FEE TABLE

The following table relates solely to those Funds that are converting to a
master-feeder structure and for which shareholder approval of that conversion is
required (the "converting Funds"). The table is intended to compare the various
expenses that an investor in each converting Fund would bear directly or
indirectly after conversion to a

14
<PAGE>
master-feeder structure with the expenses the investor bears currently.
Shareholders of the converting Funds should read this information carefully
before voting on this Proposal.

The table shows the expenses incurred by each converting Fund for the fiscal
year ended May 31, 1996 and a pro forma adjustment thereof assuming each Fund
had invested all of its investable assets in its corresponding Core Portfolio
for the period presented. The table also assumes that all other Funds that
currently, or that would not require shareholder approval in order to, invest in
a Core Portfolio were so invested and that the average assets invested by the
Fund were the same as the average assets of the Fund for that period. Except as
described above, fee waivers and expense reimbursements addressed in the table
are voluntary and may be reduced or eliminated at any time.

ANNUAL OPERATING EXPENSES

(As a percentage of average net assets)
<TABLE>
<CAPTION>
GATEWAY FUND CORE PORTFOLIO
--------------------------------------------------------- ------------------------------------
INVESTMENT OTHERS
ADVISORY FEES RULE 12B-1 FEES EXPENSES
(AFTER (AFTER OTHER EXPENSES INVESTMENT (AFTER
WAIVERS)(1) WAIVERS)(2) (AFTER WAIVERS)(3) ADVISORY FEES WAIVERS)(4)
----------------- ----------------- ------------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
READY CASH INVESTMENT FUND
Investor Shares.......... 0.35% None 0.47% N/A N/A
Exchange Shares.......... 0.35% 0 1.22% N/A N/A
Pro Forma
Investor Shares.......... N/A None 0.46% 0.34% 0.02%
Exchange Shares.......... N/A 0.75% 0.46% 0.34% 0.02%
TOTAL RETURN BOND FUND
A Shares................. 0.50% None 0.25% N/A N/A
B Shares................. 0.50% 0.53% 0.47% N/A N/A
I Shares................. 0.50% None 0.25% N/A N/A
Pro Forma
A Shares................. N/A None 0.36% 0.35% 0.04%
B Shares................. N/A 0.75% 0.36% 0.35% 0.04%
I Shares................. N/A None 0.36% 0.35% 0.04%
SMALL COMPANY STOCK FUND
A Shares................. 0.64% None 0.56% N/A N/A
B Shares................. 0.64% 0.57% 0.74% N/A N/A
I Shares................. 0.64% None 0.56% N/A N/A
Pro Forma
A Shares................. N/A None 0.26% 0.90% 0.04%
B Shares................. N/A 0.75% 0.26% 0.90% 0.04%
I Shares................. N/A None 0.26% 0.90% 0.04%

COMBINED TOTAL
OPERATING EXPENSES
(AFTER WAIVERS)(5)
-------------------
<S> <C>
READY CASH INVESTMENT FUND
Investor Shares.......... 0.82%
Exchange Shares.......... 1.57%
Pro Forma
Investor Shares.......... 0.82%
Exchange Shares.......... 1.57%
TOTAL RETURN BOND FUND
A Shares................. 0.75%
B Shares................. 1.50%
I Shares................. 0.75%
Pro Forma
A Shares................. 0.75%
B Shares................. 1.50%
I Shares................. 0.75%
SMALL COMPANY STOCK FUND
A Shares................. 1.20%
B Shares................. 1.95%
I Shares................. 1.20%
Pro Forma
A Shares................. 1.20%
B Shares................. 1.95%
I Shares................. 1.20%
</TABLE>

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

1. Absent fee waivers, the Investment Advisory Fees would be 0.36% for READY
CASH INVESTMENT FUND and 1.00% for SMALL COMPANY STOCK FUND.

2. Absent fee waivers, the Rule 12b-1 Fees would be 1.00% for the Exchange
Shares and B Shares of each Fund and Pro Forma Fund. Long-term shareholders
of these Shares may pay aggregate sales charges totaling more than the
economic equivalent of the maximum front-end sales charges permitted by the
rules of the National Association of Securities Dealers, Inc.

3. Absent fee waivers and expense reimbursements, Other Expenses would be:
READY CASH INVESTMENT FUND, 0.51% for Investor Shares, 6.93% for Exchange
Shares, 0.48% for Pro Forma Investor Shares and 3.40% for Pro Forma Exchange
Shares; TOTAL RETURN BOND FUND, 1.08% for A Shares, 1.00% for B Shares,
0.57% for I Shares, 0.71% for Pro Forma A Shares, 1.03% for Pro Forma B
Shares and 0.51% for Pro Forma I Shares; and SMALL COMPANY STOCK FUND, 0.88%
for A Shares, 0.93% for B Shares, .060% for I Shares, 0.57% for Pro Forma A
Shares, 0.88% for Pro Forma B Shares and 0.50% for Pro Forma I Shares.

15
<PAGE>
4. Absent fee waivers and expense reimbursements, Other Expenses of the Core
Portfolios for each class of shares of a Fund would be: 0.12% for Pro Forma
READY CASH INVESTMENT FUND, 0.14% for Pro Forma TOTAL RETURN BOND FUND, and
0.14% for Pro Forma SMALL COMPANY STOCK FUND.

5. Absent fee waivers and expense reimbursements, Combined Total Operating
Expenses of each Fund would be: READY CASH INVESTMENT FUND, 0.87% for
Investor Shares and 8.29% for Exchange Shares, 0.93% for Pro Forma Investor
Shares and 4.86% for Pro Forma Exchange Shares; for TOTAL RETURN BOND FUND,
1.58% for A Shares, 2.50% for B Shares, 1.07% for I Shares, 1.19% for Pro
Forma A Shares, 2.52% for Pro Forma B Shares and 0.99% for Pro Forma I
Shares; for SMALL COMPANY STOCK FUND, 1.88% for A Shares, 2.93% for B
Shares, 1.60% for I Shares, 1.62% for Pro Forma A Shares, 2.93% for Pro
Forma B Shares and 1.54% for Pro Forma I Shares.

EXAMPLE

The following example illustrates the direct and indirect expenses that an
investor would pay, assuming: (i) a $1,000 investment in a Fund; (ii)
application of the expenses listed under "Combined Total Operating Expenses" in
the table above; (iii) 5% annual returns; (iv) reinvestment of all dividends and
distributions; and (v) full redemption at the end of the period. The example
assumes deduction of the maximum initial sales charge for A Shares, deduction of
the contingent deferred sales charge for B Shares applicable to a redemption at
the end of the period and the conversion of B Shares to A Shares at the end of
six years in the case of Total Return Bond Fund and seven years in the case of
Ready Cash Investment Fund and Small Company Stock Fund. THE EXAMPLE SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURNS. ACTUAL
EXPENSES AND RETURNS MAY BE GREATER OR LESS THAN INDICATED.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS
----------- ----------- -----------
<S> <C> <C> <C>
READY CASH INVESTMENT FUND
Investor Shares...................................................................... $ 8 $ 26 $ 46
Exchange Shares
Assuming redemption at the end of the period....................................... 56 80 106
Assuming no redemption............................................................. 16 50 86
Pro Forma
Investor Shares...................................................................... 8 26 46
Exchange Shares
Assuming redemption at the end of the period....................................... 56 80 106
Assuming no redemption............................................................. 16 50 86

TOTAL RETURN BOND FUND
A Shares............................................................................. 45 61 78
B Shares
Assuming redemption at the end of the period....................................... 45 68 83
Assuming no redemption............................................................. 15 48 83
I Shares............................................................................. 8 24 42
Pro Forma
A Shares............................................................................. 45 61 78
B Shares
Assuming redemption at the end of the period....................................... 45 68 83
Assuming no redemption............................................................. 15 48 83
I Shares............................................................................. 8 24 42

SMALL COMPANY STOCK FUND
A Shares............................................................................. 57 82 109
B Shares
Assuming redemption at the end of the period....................................... 60 92 127
Assuming no redemption............................................................. 20 62 107
I Shares............................................................................. 12 38 66
Pro Forma
A Shares............................................................................. 57 82 109
B Shares
Assuming redemption at the end of the period....................................... 60 92 127
Assuming no redemption............................................................. 20 62 107
I Shares............................................................................. 12 38 66

<CAPTION>
10 YEARS
-----------
<S> <C>
READY CASH INVESTMENT FUND
Investor Shares...................................................................... $ 101
Exchange Shares
Assuming redemption at the end of the period....................................... --
Assuming no redemption............................................................. --
Pro Forma
Investor Shares...................................................................... 101
Exchange Shares
Assuming redemption at the end of the period....................................... --
Assuming no redemption............................................................. --
TOTAL RETURN BOND FUND
A Shares............................................................................. 127
B Shares
Assuming redemption at the end of the period....................................... --
Assuming no redemption............................................................. --
I Shares............................................................................. 94
Pro Forma
A Shares............................................................................. 127
B Shares
Assuming redemption at the end of the period....................................... --
Assuming no redemption............................................................. --
I Shares............................................................................. 94
SMALL COMPANY STOCK FUND
A Shares............................................................................. 185
B Shares
Assuming redemption at the end of the period....................................... --
Assuming no redemption............................................................. --
I Shares............................................................................. 147
Pro Forma
A Shares............................................................................. 185
B Shares
Assuming redemption at the end of the period....................................... --
Assuming no redemption............................................................. --
I Shares............................................................................. 147
</TABLE>

16
<PAGE>
EVALUATION BY THE BOARD

In considering the matters described in this Proposal at the Meeting, the
Board examined and weighed for each Fund, including the converting Funds, the
potential benefits, costs and risks, as presented to the Board by Forum and
Norwest, of the conversion to a Core and Gateway structure. In this regard, the
Board considered the following:

- The possibility that a Fund using a Core and Gateway structure could
achieve greater investment and administrative efficiencies and potentially
enhanced portfolio diversification than it could realize if it did not
convert to a Core and Gateway structure. The Board considered that, to the
extent that certain operating costs may be fixed and are currently borne
by a Fund alone, these expenses could instead be borne in whole or in part
directly by a Core Portfolio and indirectly shared pro rata by the Fund
and other investors in the Fund's Core Portfolio.

- The agreement of Norwest and Forum to waive fees and/or reimburse expenses
so as to maintain the total combined operating expenses of Ready Cash
Investment Fund, Total Return Bond Fund and Small Company Stock Fund for
the first fiscal year following conversion to a master-feeder structure at
the same levels as each Fund's total operating expenses prior to the
conversion.

- The fact that a larger asset base may allow the purchase of investment
securities by a Core Portfolio in larger denominations, resulting in
possible reductions in certain transactional and custodial expenses.

- The diversification that may be achieved by investing a portfolio with a
larger asset base. Greater diversification is beneficial to shareholders
of a Fund because it may reduce the negative effect which the adverse
performance of any one portfolio security may have on the performance of
the entire investment portfolio.

- The opinion of the management of the Trust that it is unlikely that
certain of the Funds' asset bases could be grown significantly above their
present size, which is below the asset level required to garner investment
and administrative efficiencies, without resorting to a Core and Gateway
structure in each of the Core Portfolios.

- The flexibility both to attract and retain assets under management
provided by a Core and Gateway structure.

- The fact that in certain cases the foregoing benefits would likely arise
only if a Fund's Core Portfolio were to attract the assets of investors
other than those investing in the Fund. The Board also considered that
there is no assurance that expense savings or other benefits will be
realized even if other investors invest in a Core Portfolio.

- The opinion of management of the Trust that over time the aggregate per
share expenses of a Fund investing in a Core Portfolio should not be more
than the expenses that would be incurred by a Fund if it continues to
invest directly in securities, although there can be no assurance that any
expense savings would be realized.

- The possibility that Norwest and Forum may benefit through increased
economies of scale in the event that assets under management rise, whether
or not there is a corresponding benefit to Fund shareholders. The Board
considered that conversion to a Core and Gateway structure may enable
Norwest to increase assets under management through development of new
Gateway Funds with less risk than would be possible without this
structure. Because investors in a new Gateway Fund would invest their
assets in a Core Portfolio with an established performance record, Norwest
could attract assets with less risk of limited success than is typical in
the early, developmental years of an investment vehicle.

- The costs of the proposed change in fund structure, other options to the
proposed change, and the tax-free nature of the proposed change.

Based on the foregoing, the Board, including a majority of the independent
Trustees, determined that it would be in the best interests of each Fund and its
respective shareholders for shareholders to approve this Proposal.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL THREE.

17
<PAGE>
PROPOSAL FOUR

APPROVAL OF CHANGES TO THE FUND'S CURRENT ADVISORY FEE STRUCTURE,

INCLUDING PAYMENT TO NORWEST OF AN ASSET ALLOCATION FEE

Shareholders of Diversified Bond Fund, Conservative Balanced Fund, Moderate
Balanced Fund, Growth Balanced Fund, Diversified Equity Fund and Growth Equity
Fund (the "Blended Funds"), voting individually by Fund, are entitled to vote on
this Proposal. Approval of this Proposal with respect to a Fund requires a 1940
Act Majority.

INTRODUCTION

Each Blended Fund invests its assets in multiple investment styles by
allocating a certain percentage of its assets to different styles in order to
reduce price and return volatility, diversify the Fund's assets, provide more
consistent investment returns and reduce the risk associated with the use of a
single investment style. Currently, the portions of the Blended Funds' assets
that are allocated to the small company, index and international styles are
invested in the following corresponding portfolios of Core Trust -- Small
Company Portfolio, Index Portfolio and International Portfolio II (the
"Portfolios"). Assets of a Blended Fund that are invested in a style other than
those of the Portfolios, such as large company growth or stable income style,
are managed directly by Norwest on behalf of the Blended Fund.

It is anticipated that Core Trust will establish additional portfolios (the
"new Portfolios"), each corresponding to one of the other investment styles
employed by the Blended Funds, so that the Blended Funds may pool their assets
that currently are managed directly by Norwest in those styles. Each new
Portfolio will have identical investment policies to those of its corresponding
investment style. The Blended Funds will invest their assets in the new
Portfolios in the same percentages that the Funds currently invest their assets
in the corresponding investment styles. Investment in the new Portfolios will
not result in any change in the investment policies of a Blended Fund. The
Portfolios and the new Portfolios are referred to collectively in this Proposal
as the "Core Portfolios."

The primary reason to invest the Blended Funds' assets in the Core
Portfolios is to pool the common investments of the Blended Funds and to pool
these investments with the common investments of other Funds of the Trust. That
pooling is designed to create a larger asset base for the Blended Funds in order
to provide investment and administrative efficiencies and enhanced portfolio
diversification. Forum and Norwest anticipate that the aggregate advisory fees
that initially will be borne indirectly by each Blended Fund, as an
interestholder in the Core Portfolios, will be less than (equal to, in the case
of Diversified Bond Fund) the contractual advisory fee currently applicable to
the Fund. As explained below, however, the amount of those aggregate indirect
advisory fees borne by any Blended Fund could fluctuate (i.e., increase or
decrease) in the future.

To facilitate the allocation of the Blended Funds' assets in the Core
Portfolios, Norwest will provide and receive a fee specifically for asset
allocation services. As a result, the investment by the Blended Funds in the
Core Portfolios entails a restructuring of the nature and an increase in the
amount of contractual investment advisory fees that may be paid directly and
indirectly by the Funds.

Shareholders are asked in this Proposal to approve the imposition of the
asset allocation fee which, absent waivers, when added to the advisory fees that
will be borne indirectly by a Blended Fund, would result in an increase in the
amount payable by the Blended Fund for advisory services. As a result of the fee
waiver described below, however, approval of this Proposal will not result in
any increase for at least two fiscal years in the aggregate contractual fees
currently applicable to the Blended Funds for advisory, administrative and
management services. Thereafter, increases in the amounts paid directly and
indirectly for advisory services by the Blended Funds could result in increases
in aggregate current contractual fees applicable to the Blended Funds for
advisory, administrative and management services ONLY upon approval by the Board
and notice to shareholders.

18
<PAGE>
CURRENT AND PROPOSED INVESTMENT ADVISORY STRUCTURE

Norwest serves as investment adviser for each Blended Fund pursuant to an
investment advisory agreement between Norwest and the Trust on behalf of each
Blended Fund (the "Advisory Agreement"). Norwest serves also as investment
adviser to Small Company Portfolio and Index Portfolio and will serve as adviser
to each new Portfolio. Schroder Capital Management International Inc.
("Schroder") serves as investment adviser to International Portfolio II.

Pursuant to the Advisory Agreement, if a Blended Fund's assets were
withdrawn from a Portfolio, Norwest would directly manage the withdrawn assets
in the corresponding investment style. In the event the assets of the Blended
Funds invested in International Portfolio II were withdrawn, Schroder would act
as subadviser for the Blended Funds with respect to those assets pursuant to the
investment subadvisory agreement among Norwest, Schroder and the Trust on behalf
of each Blended Fund (other than Diversified Bond Fund) (the "Subadvisory
Agreement"). Schroder would be entitled to a fee from Norwest for those
services; that fee would not affect the amount of the advisory fee paid to
Norwest by a Blended Fund.

Under the Advisory Agreement, each Blended Fund pays Norwest an advisory fee
for Norwest's services. To avoid the layering of advisory fees, Norwest
currently waives all of the advisory fees payable by Small Company Portfolio and
Index Portfolio and reimburses International Portfolio II for the amount of the
advisory fees paid by the Portfolio to Schroder. The Blended Funds currently pay
their pro rata portion of the non-advisory expenses of the Core Portfolios in
which they invest.

As a result of the restructuring, the Blended Funds would bear their pro
rata portion of the advisory fees paid to Norwest by the Core Portfolios in
which they invest (the "indirect advisory fees") but would not pay an advisory
fee (other than for asset allocation services) to Norwest with respect to the
assets of the Fund invested in the Core Portfolios.

ASSET ALLOCATION SERVICES. Norwest currently provides each Blended Fund
limited asset allocation services with respect to the Fund's investments among
the various investment styles used by the Fund. Subject to the general
supervision of the Board, and in accordance with the investment objective and
policies of a Blended Fund, Norwest is responsible for allocating and
reallocating the Fund's assets within specified percentages among a limited
universe of investment styles and for rebalancing the allocations ("asset
allocation services"). Asset allocation services are, in general, separate and
distinct from Norwest's portfolio management services.

To date, those allocation services have been restricted by the limitations
imposed by the exemptive order of the Securities and Exchange Commission
pursuant to which the Blended Funds operate currently in a fund-of-funds
structure (the "original exemptive order"). Specifically, the original exemptive
order imposed limits on the ranges of the Blended Fund's investments in a Core
Portfolio. The Trust has obtained an amendment to the original exemptive order
that modifies certain of the existing limitations (the "amended exemptive
order"). As a result, the Blended Funds will have complete flexibility to
invest, consistent with their objectives and policies, varying amounts of their
assets in the existing Core Portfolios and Core Portfolios that may be
established in the future.

Approval of this proposal would enable Norwest to receive an annual
contractual asset allocation fee in an amount up to 0.25% of the average daily
net assets of a Blended Fund in recognition of the expanded and formal asset
allocation role pursuant to which Norwest would invest the Fund's assets in the
Core Portfolios. Norwest and Forum have agreed to waive, through May 31, 1999,
that portion of the asset allocation fee (and if required, other fees payable to
them by a Blended Fund) necessary to ensure that there will be no increase over
the current contractual rates in the fees borne by a Blended Fund for aggregate
advisory, administrative and management services (the "Waiver"). After that
date, a Blended Fund's aggregate contractual rates for those services could
increase if the Waiver was reduced or eliminated. Any reduction in or
elimination of the Waiver, however, would require Board approval (and notice to
shareholders), which would be given only if the Board determined that the amount
of the fees to be paid to Norwest and Forum following the reduction or
elimination would be fair and reasonable.

In the event that a Blended Fund's investment were withdrawn from a Core
Portfolio, in return for managing those assets directly, Norwest would be
entitled to receive an advisory fee, with respect to those assets, equal to the
contractual advisory fee currently payable by the Blended Fund. See "Indirect
Advisory Fees" below. The Blended Funds currently intend to invest all of their
investable assets in the Core Portfolios and do not intend to invest in
securities directly.

19
<PAGE>
Each Core Portfolio, except Small Company Value Portfolio, Managed Fixed
Income Portfolio and Positive Return Portfolio, has (or will have) a Gateway
Fund of the same investment style (as described in Proposal Three) that offers
its shares directly to the public. Investors that do not wish to avail
themselves of Norwest's asset allocation services would be able to invest,
through Gateway Funds, in certain Core Portfolios in whatever proportions the
investors desired.

INDIRECT ADVISORY FEES

As a result of the new advisory fee structure, the amount borne by a Blended
Fund for advisory services will be a weighted average of the advisory fees paid
by a Core Portfolio. The amount of the weighted average advisory fees will vary
depending on the allocation of the Blended Funds' assets among the Core
Portfolios. The amended exemptive order provides unlimited flexibility to invest
varying amounts of the Blended Funds' assets in the Core Portfolios.

Norwest and Forum have established initial ranges of investments in the Core
Portfolios consistent with the investment objective and policies of each Blended
Fund. Set forth below are the ranges and amounts of indirect advisory fees
payable to Norwest by each Core Portfolio based on the initial percentage
allocations for each Blended Fund in the Core Portfolios.
<TABLE>
<CAPTION>
BLENDED FUND ALLOCATIONS AS A PERCENTAGE OF TOTAL NET ASSETS
--------------------------------------------------------------------
CONSERVATIVE MODERATE GROWTH DIVERSIFIED GROWTH
BALANCED BALANCED BALANCED EQUITY EQUITY
CORE PORTFOLIOS AND ADVISORY FEES FUND FUND FUND FUND FUND
- --------------------------------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Index Portfolio 0.15% 3.00-10.50 5.00-16.50 9.00-25.50 23.00-27.00 N/A
Income Equity Portfolio 0.50% 3.00-10.50 5.00-16.50 9.00-25.50 23.00-27.00 N/A
Large Company Growth Portfolio 0.65% 3.00-10.50 5.00-16.50 9.00-25.50 23.00-27.00 32.00-38.00
Small Company Style (includes Small Company
Stock Portfolio, Small Company Growth
Portfolio and Small Company Value Portfolio) 0.90% 0.75-5.25 1.25-8.25 2.25-12.75 8.00-12.00 32.00-38.00
International Portfolio II 0.45% 1.75-7.00 2.50-11.00 4.50-17.00 13.00-17.00 27.00-33.00
Total Return Bond Portfolio 0.35% 13.33-20.00 10.00-20.00 5.00-18.33 N/A N/A
Managed Fixed Income Portfolio 0.35% 13.33-20.00 10.00-20.00 5.00-18.33 N/A N/A
Positive Return Portfolio 0.35% 13.33-20.00 10.00-20.00 5.00-18.33 N/A N/A
Stable Income Portfolio 0.30% 15 15 N/A N/A N/A
Money Market Portfolio 0.10% 10 N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------
Ranges of Blended Advisory Fee Rates 0.33%-0.38% 0.36%-0.44% 0.38%-0.50% 0.46%-0.50% 0.66%-0.69%

DIVERSIFIED
BOND
CORE PORTFOLIOS AND ADVISORY FEES FUND
- ---------------------------------------------- ----------
<S> <C>
Index Portfolio N/A
Income Equity Portfolio N/A
Large Company Growth Portfolio N/A
Small Company Style (includes Small Company
Stock Portfolio, Small Company Growth
Portfolio and Small Company Value Portfolio) N/A
International Portfolio II N/A
Total Return Bond Portfolio 33.33
Managed Fixed Income Portfolio 33.33
Positive Return Portfolio 33.33
Stable Income Portfolio N/A
Money Market Portfolio N/A
- ----------------------------------------------
Ranges of Blended Advisory Fee Rates 0.35%
</TABLE>

The Blended Funds' investments in the Core Portfolios and in any Core Portfolios
that may be established in the future are viewed by Norwest as no different from
investments made by Norwest on behalf of a Fund in securities of non-investment
company issuers. Accordingly, consistent with each Blended Fund's investment
objective and policies and under the general supervision of the Board, Norwest
may make changes in the foregoing percentage allocations at any time Norwest
deems appropriate, including in response to market and other conditions. In
addition, Norwest may, at any time, invest a Blended Fund's assets in investment
styles that are different from or are in addition to, those listed above with
respect to the Blended Fund.

Because of differences in the advisory fees, the Core Portfolios are
obligated to pay Norwest (and, in the case of International Portfolio II,
Schroder), changes in the percentage allocations could increase the indirect
advisory fees payable by the Blended Funds and the aggregate advisory fees
received by Norwest. Before May 31, 1999, any increase in indirect advisory fees
paid by a Blended Fund that would increase its aggregate advisory,
administrative and management fees over its current aggregate contractual fees
for those services, would be reimbursed pursuant to the Waiver described above.
After that date, any reduction in the Waiver that would cause the aggregate
amount payable for advisory, administrative and management services to exceed
current contractual fees for those services would require Board approval. Board
approval would be given only if the Board were to determine that the amount of
fees to be paid to Norwest or Forum following the reduction in the Waiver would
be fair and reasonable.

20
<PAGE>
COMPARATIVE EXPENSE TABLE

The following table summarizes the estimated expenses of the Blended Funds
upon imposition of the new fee structure and as a result of the investment by
the Blended Funds in the new Portfolios. The table below shows: (i) the direct
and indirect expenses of each Blended Fund for the fiscal year ended May 31,
1996; and (ii) the direct and indirect expenses of each Blended Fund on a pro
forma basis (the "Pro Forma Fund") for the same period assuming that each
Blended Fund had allocated its assets to the Core Portfolios in the percentages
that it allocated its assets to the corresponding investment styles.

The table presents information for the Blended Funds and Pro Forma Funds
after the subtraction of the fee waivers and expense reimbursements of Norwest
and Forum (including the Waiver, in the case of the Pro Forma Funds).
Accordingly, footnote 1 to the Table describes the "Direct Advisory Fees" (which
are asset allocation fees) applicable to the Pro Forma Funds without waivers,
footnote 2 describes the "Other Expenses" applicable to the Blended Funds and
Pro Forma Funds without waivers, footnote 3 describes the Core Portfolios'
"Other Expenses" applicable to the Blended Funds and Pro Forma Funds without
waivers, and Footnote 5 describes the "Rule 12b-1 Fees" applicable to B Shares
of Diversified Equity Fund, Growth Equity Fund and their Pro Forma Funds without
waivers. Footnote 4 to the table describes the "Combined Total Operating
Expenses" of the Blended Funds and Pro Forma Funds without the waiver of any
advisory fee or other expense applicable to the Blended Funds or their Core
Portfolios.

ANNUAL OPERATING EXPENSES

(As a percentage of average net assets)
<TABLE>
<CAPTION>
BLENDED FUND CORE PORTFOLIOS
--------------------------------------------------- -----------------------------
DIRECT OTHER OTHER
ADVISORY FEES EXPENSES INDIRECT EXPENSES
(AFTER RULE 12B-1 FEES (AFTER ADVISORY (AFTER
WAIVERS)(1) (AFTER WAIVERS) WAIVERS)(2) FEES WAIVERS)(3)
---------------- --------------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
DIVERSIFIED BOND FUND.............. 0.35% None 0.35% N/A N/A
Pro Forma Fund..................... 0.00% None 0.03% 0.35% 0.05%

CONSERVATIVE BALANCED FUND......... 0.45% None 0.34% None 0.03%
Pro Forma Fund..................... 0.10% None 0.30% 0.35% 0.05%

MODERATE BALANCED FUND............. 0.53% None 0.34% None 0.03%
Pro Forma Fund..................... 0.13% None 0.30% 0.40% 0.05%
GROWTH BALANCED FUND............... 0.58% None 0.34% None 0.06%
Pro Forma Fund..................... 0.14% None 0.30% 0.44% 0.05%
DIVERSIFIED EQUITY FUND
A Shares......................... 0.65% None 0.31% None 0.09%
B Shares......................... 0.65% 0.75(5) 0.40% None 0.09%
I Shares......................... 0.65% None 0.32% None 0.09%
Pro Forma Fund
A Shares......................... 0.17% None 0.32% 0.48% 0.03%
B Shares......................... 0.17% 0.75(5) 0.32% 0.48% 0.03%
I Shares......................... 0.17% None 0.32% 0.48% 0.03%
GROWTH EQUITY FUND
A Shares......................... 0.90% None 0.43% None 0.13%
B Shares......................... 0.90% 0.75(5) 0.47% None 0.13%
I Shares......................... 0.90% None 0.32% None 0.13%
Pro Forma Fund
A Shares......................... 0.22% None 0.29% 0.68% 0.06%
B Shares......................... 0.22% 0.75(5) 0.29% 0.68% 0.06%
I Shares......................... 0.22% None 0.29% 0.68% 0.06%

COMBINED TOTAL
OPERATING EXPENSES
(AFTER WAIVERS)(4)
------------------
<S> <C>
DIVERSIFIED BOND FUND.............. 0.70%
Pro Forma Fund..................... 0.70%
CONSERVATIVE BALANCED FUND......... 0.82%
Pro Forma Fund..................... 0.80%
MODERATE BALANCED FUND............. 0.90%
Pro Forma Fund..................... 0.88%
GROWTH BALANCED FUND............... 0.98%
Pro Forma Fund..................... 0.93%
DIVERSIFIED EQUITY FUND
A Shares......................... 1.05%
B Shares......................... 1.89%
I Shares......................... 1.06%
Pro Forma Fund
A Shares......................... 1.00%
B Shares......................... 1.75%
I Shares......................... 1.00%
GROWTH EQUITY FUND
A Shares......................... 1.46%
B Shares......................... 2.25%
I Shares......................... 1.35%
Pro Forma Fund
A Shares......................... 1.25%
B Shares......................... 2.00%
I Shares......................... 1.25%
</TABLE>

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

1. Before fee waivers, Direct Advisory Fees (which are asset allocation fees)
for each Pro Forma Fund would be 0.25%.

2. Before fee waivers and expense reimbursements, Other Expenses would have
been: DIVERSIFIED BOND FUND, 0.43% and Pro Forma Fund, 0.39%; CONSERVATIVE
BALANCED FUND, 0.45% and Pro Forma Fund, 0.40%; MODERATE BALANCED FUND,
0.40% and Pro Forma Fund, 0.37%; GROWTH BALANCED FUND, 0.40% and Pro Forma
Fund, 0.37%;

21
<PAGE>
DIVERSIFIED EQUITY FUND, A Shares -- 1.63%, B Shares -- 1.57% and I Shares
-- 0.39% and Pro Forma Fund, A Shares -- 0.42%; B Shares -- 0.67% and I
Shares -- 0.37%; GROWTH EQUITY FUND, A Shares -- 1.85%, B Shares -- 1.66%
and I Shares -- 0.39% and Pro Forma Fund, A Shares -- 0.44%, B Shares --
0.76% and I Shares -- 0.37%.

3. Before fee waivers and expense reimbursements, Other Expenses of the Core
Portfolios would have been: CONSERVATIVE BALANCED FUND, 0.03% and Pro Forma
Fund, 0.16%; MODERATE BALANCED FUND, 0.04% and Pro Forma Fund, 0.15%; GROWTH
BALANCED FUND, 0.06% and Pro Forma Fund, 0.15%; DIVERSIFIED EQUITY FUND
(each class), 0.09% and Pro Forma Fund (each class), 0.13%; and GROWTH
EQUITY FUND (each class), 0.13% and Pro Forma Fund (each class), 0.16%.

4. Before fee waivers and expense reimbursements, Combined Total Operating
Expenses would have been: DIVERSIFIED BOND FUND, 0.78% and Pro Forma Fund,
1.14%; CONSERVATIVE BALANCED FUND, 0.93% and Pro Forma Fund, 1.15%; MODERATE
BALANCED FUND, .97% and Pro Forma Fund, 1.17%; GROWTH BALANCED FUND, 1.04%
and Pro Forma Fund, 1.20%; DIVERSIFIED EQUITY FUND, A Shares -- 2.37%, B
Shares -- 3.31% and I Shares -- 1.13% and Pro Forma Fund, A Shares -- 1.29%,
B Shares -- 2.54% and I Shares -- 1.24%; and GROWTH EQUITY FUND, A Shares --
2.88%, B Shares -- 3.69% and I Shares -- 1.42% and Pro Forma Fund, A Shares
-- 1.53%, B Shares 2.84% and I Shares 1.45%.

5. Before fee waivers, Rule 12b-1 Fees would be 1.00% for B Shares of each
Fund. Long-term shareholders of B Shares may pay aggregate sales charges
totaling more than the economic equivalent of the maximum front-end sales
charges permitted by the rules of the National Association of Securities
Dealers, Inc.

22
<PAGE>
EXAMPLE

The following example illustrates the direct and indirect expenses that a
shareholder would have paid assuming: (i) $1,000 investment in a Blended Fund's
Shares; (ii) the application of the expenses listed under the "Combined Total
Operating Expenses" in the table above; (iii) 5% annual returns; and (iv)
reinvestment of all dividends and distributions. The example also assumes
deduction of the maximum initial sales charge for A Shares, deduction of the
contingent deferred sales charge for B Shares applicable to a redemption at the
end of the period and the conversion of B Shares to A Shares at the end of six
years. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RETURN. ACTUAL EXPENSES AND RETURN MAY BE GREATER OR LESS THAN
INDICATED.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS
----------- ----------- -----------
<S> <C> <C> <C>
DIVERSIFIED BOND FUND.................................................................... $ 7 $ 23 $ 40
Pro Forma Fund........................................................................... 8 25 44
CONSERVATIVE BALANCED FUND............................................................... 9 27 47
Pro Forma Fund........................................................................... 9 28 49
MODERATE BALANCED FUND................................................................... 9 29 50
Pro Forma Fund........................................................................... 9 28 49
GROWTH BALANCED FUND..................................................................... 10 31 55
Pro Forma Fund........................................................................... 9 30 51
DIVERSIFIED EQUITY FUND
A Shares............................................................................... 55 77 100
B Shares
Assuming redemption at the end of the period......................................... 60 92 125
Assuming no redemption............................................................... 19 59 102
I Shares............................................................................... 11 34 59
Pro Forma Fund
A Shares............................................................................... 55 75 98
B Shares
Assuming redemption at the end of the period......................................... 58 87 118
Assuming no redemption............................................................... 18 55 95
I Shares............................................................................... 10 32 55
GROWTH EQUITY FUND
A Shares............................................................................... 59 89 121
B Shares
Assuming redemption at the end of the period......................................... 63 102 143
Assuming no redemption............................................................... 23 70 120
I Shares............................................................................... 14 43 75
Pro Forma Fund
A Shares............................................................................... 57 83 111
B Shares
Assuming redemption at the end of the period......................................... 61 95 131
Assuming no redemption............................................................... 20 63 108
I Shares............................................................................... 13 40 69

<CAPTION>
10 YEARS
-----------
<S> <C>
DIVERSIFIED BOND FUND.................................................................... $ 88
Pro Forma Fund........................................................................... 99
CONSERVATIVE BALANCED FUND............................................................... 104
Pro Forma Fund........................................................................... 108
MODERATE BALANCED FUND................................................................... 112
Pro Forma Fund........................................................................... 108
GROWTH BALANCED FUND..................................................................... 121
Pro Forma Fund........................................................................... 114
DIVERSIFIED EQUITY FUND
A Shares............................................................................... 167
B Shares
Assuming redemption at the end of the period......................................... 221
Assuming no redemption............................................................... 221
I Shares............................................................................... 131
Pro Forma Fund
A Shares............................................................................... 162
B Shares
Assuming redemption at the end of the period......................................... 206
Assuming no redemption............................................................... 206
I Shares............................................................................... 122
GROWTH EQUITY FUND
A Shares............................................................................... 212
B Shares
Assuming redemption at the end of the period......................................... 258
Assuming no redemption............................................................... 258
I Shares............................................................................... 165
Pro Forma Fund
A Shares............................................................................... 189
B Shares
Assuming redemption at the end of the period......................................... 233
Assuming no redemption............................................................... 233
I Shares............................................................................... 151
</TABLE>

23
<PAGE>
ADDITIONAL INFORMATION ABOUT THE ADVISORY AGREEMENT

The Advisory Agreement is substantially the same as the investment advisory
agreements between Norwest and Core Trust for advising the Core Portfolios,
except that the Core Portfolios do not receive asset allocation services and,
therefore, are not subject to an asset allocation fee.

Under the Advisory Agreement, Norwest manages the Blended Funds' investments
at Norwest's expense, subject to the control of the Board and in accordance with
the investment objective and policies of the Funds. In this regard, it is the
responsibility of Norwest to make decisions relating to each Fund's investments
and to place purchase and sale orders regarding those investments with brokers
or dealers selected in Norwest's discretion.

The Advisory Agreement was initially approved, with respect to each Blended
Fund, by the sole shareholder of the Fund on November 9, 1994. The Advisory
Agreement continues in effect with respect to a Blended Fund each year only if
such continuance is specifically approved at least annually by the Board or by
vote of the shareholders of the Blended Fund, and in either case by a majority
of the Trustees who are not parties to the Advisory Agreement or interested
persons of Norwest or the Blended Fund, at a meeting called for the purpose of
voting on the Advisory Agreement. Continuance of the Advisory Agreement in its
present form was most recently approved by the Board at a meeting held on July
29-30, 1996.

The Advisory Agreement is terminable, with respect to a Blended Fund,
without penalty by the Blended Fund on 60 days written notice when authorized
either by vote of the Blended Fund's shareholders or by a vote of a majority of
the Board or by Norwest on 60 days' written notice and will automatically
terminate in the event of its assignment.

Set forth below are the: (i) current contractual investment advisory fees
payable to Norwest by the Trust with respect to each Fund based on the average
daily net assets of the respective Fund; (ii) contractual advisory fees that
would be borne by each Fund, without waivers, under the proposed structure,
assuming the current asset allocation percentages; and (iii) difference between
the current contractual amount and the proposed contractual amount, without
waivers, expressed as a percentage of the current contractual amount:

<TABLE>
<CAPTION>
FUND CURRENT FEE PROPOSED FEE DIFFERENCE
- ---------------------------------------------------------------------------- -------------- --------------- ---------------
<S> <C> <C> <C>
Conservative Balanced Fund.................................................. 0.45% 0.60% 33%
Moderate Balanced Fund...................................................... 0.53% 0.65% 23%
Growth Balanced Fund........................................................ 0.58% 0.69% 21%
Diversified Equity Fund..................................................... 0.65% 0.73% 12%
Growth Equity Fund.......................................................... 0.90% 0.93% 3%
Diversified Bond Fund....................................................... 0.35% 0.60% 71%
</TABLE>

For the fiscal period ended May 31, 1996, under the Advisory Agreement,
Norwest received the following amounts from the Blended Funds for advisory
services:

<TABLE>
<S> <C>
Conservative Balanced Fund.................................................... $ 376,529
Moderate Balanced Fund........................................................ $1,208,825
Growth Balanced Fund.......................................................... $1,424,260
Diversified Equity Fund....................................................... $3,038,858
Growth Equity Fund............................................................ $3,342,391
Diversified Bond Fund......................................................... $ 344,777
</TABLE>

Assuming that the proposed advisory fee structure had been in place during
the same period and that Norwest had waived the asset allocation fee as
described in the Comparative Fee Table above, Norwest would have received
exactly the same dollar amount in fees.

For the period ended May 31, 1996, Norwest reimbursed International
Portfolio II $1,005,925 with respect to advisory fees paid by the Portfolio to
Schroder. Had the new fee structure been in place during that period, it is
estimated that Schroder would have received, with respect to the Blended Funds'
investments in International Portfolio II: $14,198 from Conservative Balanced
Fund; $61,923 from Moderate Balanced Fund; $108,338 from Growth Balanced Fund;
$317,235 from Diversified Equity Fund; and $504,140 from Growth Equity Fund.

24
<PAGE>
EVALUATION BY THE BOARD

At a meeting held on January 28, 1997, the Board considered and voted to
approve and recommended shareholder approval of an amendment to the Advisory
Agreement providing for payment by the Blended Funds to Norwest of an asset
allocation fee in an amount up to 0.25% of the average daily net assets of the
Fund to the extent the Fund invests in two or more investment companies, such as
the Core Portfolios. The Board also considered and approved the payment by the
Blended Funds to Norwest of an advisory fee only with respect to Fund assets
that are invested by Norwest directly in portfolio securities.

The Board considered various matters in evaluating the reasonableness and
fairness of the new indirect fee structure and asset allocation fee. In
particular, the Board examined and weighed: (i) the nature and duration of and
the Board's oversight authority with respect to the fee waivers agreed to by
Norwest and Forum; (ii) the nature and quality of the services rendered and the
results achieved by Norwest in its management of each Blended Fund (including
investment performance comparisons with other mutual funds and certain indices);
(iii) changes in the mutual fund industry that have affected the Blended Funds;
(iv) the payments received by Norwest from all sources related to both the
Blended Funds and the other investment companies advised by Norwest; (v) the
organizational capabilities and financial condition of Norwest; (vi) an analysis
of the proposed fee rate change; (vii) information concerning each Blended
Fund's expense ratio on both an existing and pro forma basis; (viii) information
as to the advisory fees paid by other portfolios advised by Norwest with
investment objectives and policies similar to those of each Fund (see
"Additional Information -- Portfolio Comparison" below); and (ix) competitive
industry fee structures and expense ratios, including, specifically, the
relationship of the proposed advisory fee rates to those typically paid by
similar funds.

Certain of the factors addressed by the Board in reaching its determination
are discussed in more detail below.

- The Board considered the performance of each Blended Fund compared to the
performance of other funds with comparable investment objectives and as
compared to securities indices. The Board took into account the historical
investment results of each Blended Fund and the likelihood that Norwest
would provide the same quantity and quality of investment advice to each
Core Portfolio with respect to the assets of a Blended Fund as it
currently provides directly to the Blended Fund.

- The Board considered the effect of the asset allocation fee charged by
Norwest on each Blended Fund's fee rates and expense ratios (which include
the indirect advisory fees and all other direct and indirect operating
expenses incurred by the Fund).

- The Board considered the advisory fees paid by other investment companies
with similar investment objectives. In addition to comparing the proposed
advisory fees, the Board also compared projected operating expense ratios
with the ratios of those investment companies. Notwithstanding that the
expansion of the Core and Gateway structure and the payment by the Blended
Funds of an asset allocation fee would potentially result in increased
direct and indirect contractual advisory fees, the Board believes that
even after any such increase, the advisory fees and expense ratios would
remain comparable to industry norms.

- The Board reviewed the general nature of the non-advisory services
performed by Norwest and the fees received by Norwest for performing the
services. In addition, the Board considered the organizational structure
employed by Norwest in providing the services.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL FOUR.

25
<PAGE>
PROPOSAL FIVE

APPROVAL OF CHANGES TO THE FUND'S INVESTMENT ADVISORY FEE STRUCTURE

RELATED TO THE INVESTMENT OF THE FUND'S ASSETS

IN TWO INVESTMENT COMPANIES

Shareholders of Cash Investment Fund are entitled to vote on Proposal Five.
Approval of this Proposal requires a 1940 Act Majority.

INTRODUCTION

Upon approval of this Proposal, the Fund would convert to a fund-of-funds
structure and invest, as a non-fundamental policy, equally in two money market
portfolios of Core Trust -- Money Market Portfolio and Rated Money Market
Portfolio (the "Core Portfolios"). See Proposal Three "Core and Gateway
Structures -- Fund-of-Funds" above.

Money Market Portfolio will have the same investment objective and policies
as the Fund. While the investment objective and policies of Rated Money Market
Portfolio will be substantially the same as the Fund's, the Portfolio also will
seek to obtain and maintain, as a non-fundamental policy, a single "A" rating
from Standard & Poor's Corporation, a nationally recognized statistical rating
organization (a "NRSRO").

It is proposed that Cash Investment Fund invest in the Core Portfolios in
order to pool its assets with other investors in the Core Portfolios thereby
achieving a larger asset base that could result in investment and administrative
efficiencies and enhanced portfolio diversification. Forum and Norwest believe
that the Fund also will benefit from the investment of one-half of the Fund's
assets in a money market fund that is rated by a NRSRO. In the event that
shareholders of Ready Cash Investment Fund do not vote to approve Proposal Three
(thereby allowing Ready Cash Investment Fund to invest all of its assets in
Rated Money Market Fund), however, Cash Investment Fund would not convert to a
fund-of-funds structure.

Since October 1987 when the Fund commenced operations, its expense ratio has
ranged between 0.45% and 0.51% of the Fund's average daily net assets. During
that period, the effective federal funds rate has ranged between approximately
2.58% and 10.71%. Norwest and/or Forum has waived fees and/or reimbursed
expenses in every year. Forum and Norwest have no current intention of making
the Fund available to a different shareholder base than they have over the past
10 years or of increasing any fee or reducing any fee waiver in the future
irrespective of the proposed restructuring.

Shareholders are asked in this Proposal to approve changes in the Fund's
advisory fee structure. Specifically, the investment by the Fund in the Core
Portfolios entails both a restructuring in the nature and an increase in the
contractual amount of investment advisory fees that could be paid directly and
indirectly by the Fund. As a result of agreed to waivers, however, approval of
this Proposal will not affect the amount of expenses borne by the Fund for at
least two fiscal years. Thereafter, the amount paid directly and indirectly for
advisory services by the Fund would increase only upon approval by the Board and
notice to shareholders.

CURRENT AND PROPOSED ADVISORY FEE STRUCTURE

The contractual advisory fee indirectly applicable to Cash Investment Fund,
after the restructuring, would be a blend of the advisory fees of each of the
two Core Portfolios and would exceed the contractual advisory fee to which
Norwest is entitled currently. As a result of a fee waiver described below,
however, the amount the Fund would pay for investment advisory services would
not increase over the contractual amount currently payable by the Fund. Norwest
would not receive an asset allocation fee with respect to the investment by the
Fund in the Core Portfolios.

The following table describes the contractual advisory fee that Norwest
would be entitled to receive after May 31, 1999 from Money Market Portfolio and
Rated Money Market Portfolio under the new structure. The table shows also the
blended advisory fee rate that would be borne by Cash Investment Fund. The fee
payable by Money Market

26
<PAGE>
Portfolio is the same contractual advisory fee currently payable by Cash
Investment Fund, and the fee payable by Rated Money Market Portfolio is the same
as the fee currently payable by Ready Cash Investment Fund.

<TABLE>
<CAPTION>
ADVISORY FEE ADVISORY FEE ADVISORY FEE
FOR THE FIRST FOR THE NEXT FOR THE
$300 MILLION OF $400 MILLION OF REMAINING
AVERAGE AVERAGE AVERAGE
DAILY NET DAILY NET DAILY NET
ASSETS ASSETS ASSETS
--------------- --------------- ---------------
<S> <C> <C> <C>
Money Market Portfolio................................... 0.20% 0.16% 0.12%
Rated Money Market Portfolio............................. 0.40% 0.36% 0.32%
Cash Investment Fund (blended rate)...................... 0.30% 0.26% 0.22%
</TABLE>

To reduce the effect of the increase in the indirect contractual advisory
fee applicable to Cash Investment Fund, Norwest has agreed to waive until May
31, 1999 that portion of the advisory fee payable by Money Market Portfolio that
exceeds 0.10% of the average daily net assets of the Core Portfolio. As a result
of that waiver and additional fee waivers for other services provided by Norwest
and Forum, the Fund would not experience an increase in the total operating
expenses above its current annual ratio of 0.48%. Norwest and Forum have agreed
that, after May 31, 1999, only with Board approval and notice to shareholders
could the Total Operating Ratio be increased above 0.48% of the average daily
net assets of the Fund by virtue of a reduction in the waivers or otherwise.

As a result, shareholders in the Fund would not experience, for at least two
fiscal years, an increase in total operating expenses following implementation
of the proposed changes. The Fund's fee structure, however, would change as a
result of its investment in the Core Portfolios because certain fees (such as
advisory and custody fees) would be borne by the Fund indirectly as an
interestholder in the Core Portfolios rather than directly. See "Comparative Fee
Table" below.

COMPARATIVE FEE TABLE

The following table is intended to compare the various expenses that an
investor in the Fund would bear directly or indirectly after conversion by the
Fund to a fund-of-funds structure with the expenses the investor bears
currently. Shareholders should read this information carefully before voting on
this Proposal.

The table shows the expenses of the Fund for the fiscal year ended May 31,
1996 and a pro forma adjustment thereof (the "Pro Forma Fund") assuming the Fund
had invested all of its investable assets in the Core Portfolios for the period
presented. The table also assumes that the assets of Ready Cash Investment Fund
were invested in Rated Money Market Portfolio and that the average assets
invested by Cash Investment Fund were the same as the average net assets of the
Fund for that period.

ANNUAL OPERATING EXPENSES

(As a percentage of average net assets)

<TABLE>
<CAPTION>
GATEWAY FUND CORE PORTFOLIO
--------------------------------- ----------------------------
OTHER OTHER COMBINED TOTAL
EXPENSES ADVISORY FEES EXPENSES OPERATING
(AFTER (AFTER (AFTER EXPENSES (AFTER
ADVISORY FEES WAIVERS)(1) WAIVERS) WAIVERS) WAIVERS)(4)
--------------- ---------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Fund....................................... 0.14% 0.34% N/A N/A 0.48%
Pro Forma Fund............................. None 0.24% 0.22%(2) 0.02%(3) 0.48%
</TABLE>

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

1. Before fee waivers and expense reimbursements, Other Expenses would be 0.35%
for the Fund and 0.27% for the Pro Forma Fund.

2. Before fee waivers, the Investment Advisory Fees would be 0.24%.

3. Before fee waivers and expense reimbursements, Other Expenses would be
0.12%.

4. Before fee waivers and expense reimbursements, Combined Total Operating
Expenses would be 0.49% for the Fund and 0.63% for the Pro Forma Fund.

27
<PAGE>
EXAMPLE

The following example illustrates the direct and indirect expenses that a
shareholder would pay assuming: (i) a $1,000 investment in a Fund; (ii) the
expenses listed under "Combined Total Operating Expenses" in the table above;
(iii) 5% annual returns; (iv) reinvestment of all dividends and distributions;
and (v) full redemption at the end of the period. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR RETURNS. ACTUAL
EXPENSES AND RETURNS MAY BE GREATER OR LESS THAN INDICATED.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
The Fund............................................................. $ 5 $ 15 $ 27 $ 60
Pro Forma Fund....................................................... $ 5 $ 15 $ 27 $ 60
</TABLE>

ADDITIONAL INFORMATION ABOUT THE CORE PORTFOLIOS' INVESTMENT ADVISORY AGREEMENT

The investment advisory agreement between Norwest and Core Trust on behalf
of each Core Portfolio (the "Advisory Agreement") is substantially the same as
the investment advisory agreement between Norwest and the Trust on behalf of the
Fund, except with respect to the amount of the advisory fee payable.

Under the Advisory Agreement, Norwest manages the Core Portfolios'
investments at Norwest's expense, subject to the control of the Core Board and
in accordance with the investment objective and policies of the Core Portfolio.
In this regard, it is the responsibility of Norwest to make decisions relating
to each Core Portfolio's investments and to place purchase and sale orders
regarding those investments with brokers or dealers selected in Norwest's
discretion.

The Advisory Agreement was initially approved, with respect to each Core
Portfolio, by the Core Board of Core Trust on March 13, 1997 (subject to the
approval of the initial shareholders). The Advisory Agreement will be in effect
for an initial period of two years following approval by the initial
shareholders and, thereafter, will continue in effct with respect to a Core
Portfolio each year only if such continuance is specifically approved at least
annually by the Board or by vote of the shareholders of the Core Portfolio, and
in either case by a majority of the Trustees who are not parties to the Advisory
Agreement or interested persons of Norwest or the Core Portfolio, at a meeting
called for the purpose of voting on the Advisory Agreement.

The Advisory Agreement is terminable, with respect to a Core Portfolio,
without penalty by the Core Portfolio on 60 days' written notice when authorized
either by vote of the Core Portfolio's shareholders or by a vote of a majority
of the Board or by Norwest on 60 days' written notice and automatically
terminates in the event of its assignment.

Currently, based on Fund asset levels as of May 31, 1996, the contractual
advisory fee borne by the Fund is an effective rate of 0.14% of the average
daily net assets of the Fund. The aggregate contractual advisory fee that would
be paid by the Core Portfolio and, thus, borne by the Fund, without waivers,
under the proposed structure, based on Fund asset levels as of May 31, 1996,
would equal 0.24% of the average daily net assets of the Fund. The difference
between the current contractual amount and the proposed contractual amount,
without waivers, expressed as a percentage of the current contractual amount is
71%.

For the fiscal period ended May 31, 1996, under the Advisory Agreement,
Norwest received $2,383,128 from the Fund for advisory services. During that
period, the Fund also paid $5,617,894 (after waivers) for other services
necessary to the Fund to Norwest, Forum and other service providers which,
together with the amount paid for advisory services, equaled $8,001,022.
Assuming that the proposed advisory fee structure had been in place during the
same period and that Norwest had waived the portion of the advisory fee payable
by Money Market Portfolio as described in the Comparative Fee Table above: (i)
Norwest would have received $3,744,915 from the Fund for advisory services; and
(ii) the Fund would have paid approximately $4,256,107 for other services
necessary to the Fund to Norwest, Forum and other service providers which
amount, together with the amount the Fund would have paid indirectly for
advisory services, would equal $8,001,022.

EVALUATION BY THE BOARD

At the meeting held on January 28, 1997, the Board considered and voted to
approve and recommended shareholder approval of changes to the Fund's advisory
fee structure, related to the investment of the Fund's assets in two investment
companies, that result in the payment by the Fund of aggregate indirect advisory
fees that, after May 31, 1999 and only with Board approval, could exceed the
contractual advisory fee currently applicable to the Fund.

28
<PAGE>
The Board considered various matters in evaluating the reasonableness and
fairness of the new indirect fee structure. In particular, the Board examined
and weighed: (i) the nature and duration of and the Board's oversight authority
with respect to the fee waiver agreed to by Norwest; (ii) the nature and quality
of the services rendered and the results achieved by Norwest in its management
of the Fund (including investment performance comparisons with other mutual
funds and certain indices); (iii) changes in the mutual fund industry that have
affected the Fund; (iv) the payments received by Norwest from all sources
related to both the Fund and the other investment companies advised by Norwest;
(v) the organizational capabilities and financial condition of Norwest; (vi) an
analysis of the proposed fee rate change; (vii) information concerning the
Fund's expense ratio on both an existing and pro forma basis; (viii) information
as to the advisory fees paid by other portfolios advised by Norwest with
investment objectives and policies similar to those of the Fund (see "Additional
Information -- Portfolio Comparison," below); and (ix) competitive industry fee
structures and expense ratios, including, specifically, the relationship of the
proposed advisory fee rates to those typically paid by similar funds,
bank-advised mutual funds and funds investing through a Core and Gateway
structure.

Certain of the factors addressed by the Board in reaching its determination
are discussed in more detail below.

- The fact that Norwest has agreed to waive, until May 31, 1999, a portion
of advisory fee payable by Money Market Portfolio and that Norwest and
Forum have agreed to additional waivers for other services so that the
Fund would not experience an increase in the total operating expenses
above its current annual ratio of 0.48%. Thereafter the Board would
approve any reduction in the waiver.

- The possibility that using the Core and Gateway structure could achieve
greater investment and administrative efficiencies, and enhanced portfolio
diversification than it could realize if it did not convert to a Core and
Gateway structure. The Board considered that, to the extent that certain
operating costs may be fixed and are currently borne by the Fund alone,
these expenses could instead be borne in whole or in part directly by the
Core Portfolios and indirectly shared pro rata by the Fund and other
investors in the Core Portfolios.

- The greater diversification that may be achieved by investing a portfolio
with a larger asset base. Greater diversification is beneficial to
shareholders of the Fund because it may reduce the negative effect which
the adverse performance of any one portfolio security may have on the
performance of the entire investment portfolio.

- The opinion of the management of the Trust that it is unlikely that the
Fund's asset base could be grown significantly above their present size,
which is below the asset level required to garner, without resorting to a
Core and Gateway structure in each of the Core Portfolios.

- The flexibility both to attract and retain assets under management
provided by a Core and Gateway structure.

- The fact that in certain cases the foregoing benefits would likely arise
only if the Fund's Core Portfolios were to attract the assets of investors
other than those investing in the Fund. The Board also considered that
there is no assurance that expense savings or other benefits will be
realized even if other investors invest in a Core Portfolio.

- The opinion of management of the Trust that over time the aggregate per
share expenses of the Fund investing in the Core Portfolios should not be
more than the expenses that would be incurred by the Fund if it continues
to invest directly in securities, although there can be no assurance that
any expense savings would be realized.

- The possibility that Norwest, Forum and other service providers to the
Fund may benefit through increased economies of scale in the event that
assets under management rise, whether or not there is a corresponding
benefit to Fund shareholders. The Board considered that conversion to a
Core and Gateway structure may enable Norwest to increase assets under
management through development of new Gateway Funds with less risk than
would be possible without this structure. Because investors in a new
Gateway Fund would invest their assets in a Core Portfolio with an
established performance record, Norwest could attract assets with less
risk of limited success than is typical in the early, developmental years
of an investment vehicle.

- The costs of the proposed change in fund structure, other options to the
proposed change, and the tax-free nature of the proposed change.

29
<PAGE>
- The Board considered the advisory fees paid by other investment companies:
(i) with similar investment objectives; and (ii) that invest in a Core and
Gateway structure. In addition to comparing the proposed advisory fees,
the Board also compared the Fund's projected operating expense ratio with
the ratios of those investment companies. Notwithstanding that the
conversion to a Core and Gateway structure would, absent waivers, result
in increased indirect contractual advisory fees, the Board believes that
even after any such increase, the advisory fee and expense ratio would
remain comparable to industry norms.

Based on the foregoing, the Trustees, including a majority of the
independent Trustees, determined that it would be in the best interests of each
Fund and its respective shareholders for shareholders to approve this Proposal.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL FIVE.

PROPOSAL SIX

TO APPROVE A SUBADVISORY AGREEMENT AMONG NORWEST,

GALLIARD CAPITAL MANAGEMENT, INC., AND THE TRUST, ON BEHALF OF CERTAIN FUNDS

Shareholders of Stable Income Fund, Diversified Bond Fund, Conservative
Balanced Fund, Moderate Balanced Fund and Growth Balanced Fund (the "Funds"),
voting separately by Fund, are entitled to vote on this Proposal. Approval of
this Proposal with respect to a Fund requires a 1940 Act Majority.

INTRODUCTION

Galliard Capital Management, Inc. ("Galliard") is a registered investment
adviser and a wholly owned subsidiary of Norwest. Certain of Galliard's
employees, who currently are also employees of Norwest, assist Norwest personnel
in managing the assets of the Funds that are invested in a stable income
investment style or managed fixed income investment style ("Galliard management
personnel"). Currently, Stable Income Fund invests substantially all of its
assets, and each of Diversified Bond Fund, Conservative Balanced Fund and
Moderate Balanced Fund invests a portion of its assets, in stable income style.
Each of the Diversified Bond Fund, Conservative Balanced Fund, Moderate Balanced
Fund and Growth Balanced Fund (the "Blended Funds") also invests a portion of
its assets in managed fixed income style. Dual employee Galliard management
personnel who are primarily responsible for managing the day-to-day operations
of the Funds are identified in the Funds' Prospectuses.

Because Galliard contemplates operating in the future with a greater degree
of independence from Norwest than has been the case in the past and utilizing
management personnel who may not be employees of both Galliard and Norwest,
Norwest and Forum have proposed that the Trust, on behalf of the Funds, enter
into a formal investment subadvisory agreement with Norwest and Galliard (the
"Subadvisory Agreement"). Norwest and Forum believe that the Subadvisory
Agreement will reflect substantially the current arrangements between Galliard
and Norwest with respect to the Funds.

THE SUBADVISORY AGREEMENT

Subject to the general supervision of Norwest and the Board, dual employee
Galliard management personnel currently make investment decisions for each Fund
and continuously review, supervise and administer the Fund's investment program
with respect to a portion of the Fund's assets. In this regard, it is the
responsibility of Galliard management personnel to make decisions relating to
each Fund's investments and to place purchase and sale orders regarding those
investments with brokers or dealers selected in Galliard's discretion.
Currently, Galliard receives a fee from Norwest to compensate Galliard for
services provided by the dual employees.

The terms of the Subadvisory Agreement would, in all material respects, be
identical to the current arrangement between Norwest and Galliard. A form of
subadvisory agreement is attached to this Proxy Statement as Appendix C.

Galliard would continue, subject to Norwest's and the Board's supervision,
to be responsible for managing the assets of a Fund, if any, for which Norwest
delegates advisory responsibility. For its services with respect to a Fund,
Galliard would be entitled to a fee from Norwest that could vary from time to
time as a result of periodic negotiations with Galliard regarding such matters
as the nature and extent of the services provided by Galliard to the Fund, the

30
<PAGE>
increased cost and complexity of providing services to the Fund, the investment
record of Galliard in managing the Fund's assets and the nature and magnitude of
the expenses incurred by Galliard in managing the Fund's assets and by Norwest
in overseeing and administering management of the Fund. The contractual fee
payable to Norwest by each Fund for investment advisory services will NOT change
as a result of those negotiations.

Initially, the fees would not exceed an amount equal to 0.30% of the average
daily net assets of Stable Income Fund, 0.30% of the average daily net assets of
each Blended Fund that are invested in stable income style, and 0.35% of the
average daily net assets of a Blended Fund that are invested in managed fixed
income style. See Appendix A-1 of Appendix C to this Proxy Statement.

EFFECT OF PROPOSED RESTRUCTURING ON THE SUBADVISORY AGREEMENT

To accommodate the investment by a Fund in a Core and Gateway structure (as
defined in Proposal Three), the Subadvisory Agreement provides that Galliard
will provide and receive a fee for its services with respect to the assets of a
Fund that are invested directly in stable income or managed fixed income style.
To the extent that a Fund follows stable income style or managed fixed income
style by investing in a Core Portfolio, Galliard would neither provide nor
receive a fee for its services under the Subadvisory Agreement.

Upon approval of Proposal Three, Diversified Bond Fund will convert to a
fund-of-funds structure, and upon approval of Proposal Four, each other Blended
Fund will expand its use of the fund-of-funds structure. Accordingly, each
Blended Fund will invest the portion of its assets managed in a stable income
style or managed fixed income style in Stable Income Portfolio or Managed Fixed
Income Portfolio of Core Trust, respectively. Galliard will serve as subadviser
to each of Stable Income Portfolio and Managed Fixed Income Portfolio pursuant
to an investment subadvisory agreement that is substantially the same as the
Subadvisory Agreement. Also, upon approval by the Funds of the Trust of the
Proposals set forth in this Proxy Statement, Stable Income Fund intends to
convert to a master-feeder structure and invest substantially all of its assets
in Stable Income Portfolio. That conversion does not require shareholder
approval. As a result, Galliard will provide direct advisory services to a Fund
under the Subadvisory Agreement only in the event the Fund withdraws its
investment from Stable Income Portfolio or Managed Fixed Income Portfolio.

ADDITIONAL INFORMATION ABOUT GALLIARD

Galliard is located at 800 LaSalle Avenue, Suite 2060, Minneapolis,
Minnesota 55479. Galliard is a registered investment adviser and was
incorporated in 1995 under the laws of the state of Minnesota. Galliard
currently advises the Short Term Bond Fund and Intermediate Bond Fund portfolios
of INTRUST Funds Trust, a registered open-end management investment company.
Galliard management personnel have provided advisory services to Short Term Bond
Fund and Intermediate Bond Fund since January 1, 1997. As of January 31, 1997,
the net assets of Short Term Bond Fund were $15.3 million and of Intermediate
Bond Fund were $16.7 million. No Trustee of the Trust now holds any securities
issued by Galliard. For its advisory services to Short Term Bond Fund and
Intermediate Bond Fund, Galliard is entitled to a fee of .125% of the average
daily net assets of each fund.

Set forth below is information concerning the sole Director and principal
executive officer of Galliard, whose address is the same as that of Galliard:

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- ----------------------- ------------------------------------------------------------------
<S> <C>
Peter Jay Kiedrowski Executive Vice President of Norwest Bank Minnesota, N.A.
</TABLE>

EVALUATION BY THE BOARD

The Board, at the meeting held on January 28, 1997, in approving the
Subadvisory Agreement, determined that the terms of the Subadvisory Agreement
are fair and reasonable and in the best interests of the Funds and their
shareholders.

The Board considered various matters in evaluating the reasonableness and
fairness of the Subadvisory Agreement. In particular, the Board examined and
weighed: (i) the nature, quality and extent of the services that are rendered
and the results achieved by Galliard in its management of the Funds (including
investment performance comparisons with other mutual funds and certain indices);
(ii) the relationship between Galliard and Norwest; (iii) the payments received
by Galliard from all sources related to both the Funds and the other investment
companies advised by Galliard; (iv) the organizational capabilities and
financial condition of Galliard; (v) an analysis of the fee to be paid

31
<PAGE>
by Norwest to Galliard; and (vi) competitive industry fee structures and expense
ratios, including, specifically the relationship of the proposed advisory fee
rates to those typically paid by similar funds.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE
SUBADVISORY AREEMENT.

PROPOSAL SEVEN

TO APPROVE A SUBADVISORY AGREEMENT AMONG NORWEST,

PEREGRINE CAPITAL MANAGEMENT, INC., AND THE TRUST, ON BEHALF OF CERTAIN FUNDS

Shareholders of Diversified Bond Fund, Conservative Balanced Fund, Moderate
Balanced Fund, Growth Balanced Fund, Diversified Equity Fund, Growth Equity
Fund, Large Company Growth Fund and Small Company Growth Fund, voting separately
by Fund, are entitled to vote on this Proposal. Approval of this Proposal with
respect to a Fund requires a 1940 Act Majority.

INTRODUCTION

Peregrine Capital Management, Inc. ("Peregrine") is a registered investment
adviser and a wholly owned subsidiary of Norwest. Certain of Peregrine's
employees, who currently are also employees of Norwest, assist Norwest personnel
in managing the assets of the Funds that are invested in large company growth
style, small company growth style or positive return style ("Peregrine
management personnel"). Currently, each of Large Company Growth Fund and Small
Company Growth Fund invests substantially all of its assets in large company
growth style and small company growth style, respectively. In addition, each of
the Funds identified below invests a portion of its assets in one or more of
large company growth style, small company growth style and positive return
style.

<TABLE>
<CAPTION>
INVESTMENT STYLE FUND
- --------------------------------- --------------------------------
<S> <C>
large company growth style Conservative Balanced Fund
Moderate Balanced Fund
Growth Balanced Fund
Diversified Equity Fund
Growth Equity Fund

small company growth style Conservative Balanced Fund
Moderate Balanced Fund
Growth Balanced Fund
Diversified Equity Fund
Growth Equity Fund

positive return style Diversified Bond Fund
Conservative Balanced Fund
Moderate Balanced Fund
Growth Balanced Fund
</TABLE>

Dual employee Peregrine management personnel who are primarily responsible for
managing the day-to-day operations of the Funds are identified in the Funds'
Prospectuses.

Because Peregrine contemplates operating in the future with a greater degree
of independence from Norwest than has been the case in the past and utilizing
management personnel who may not be employees of both Peregrine and Norwest,
Norwest and Forum have proposed that the Trust, on behalf of the Funds, enter
into a formal sub-advisory agreement with Norwest and Peregrine (the
"Subadvisory Agreement"). Norwest and Forum believe that the Subadvisory
Agreement will reflect substantially the current arrangements between Peregrine
and Norwest with respect to the Funds.

THE SUBADVISORY AGREEMENT

Subject to the general supervision of Norwest and the Board, dual employee
Peregrine management personnel currently make investment decisions for each Fund
and continuously review, supervise and administer the Fund's investment program
with respect to a portion of the Fund's assets. In this regard, it is the
responsibility of Peregrine management personnel to make decisions relating to
each Fund's investments and to place purchase and sale orders

32
<PAGE>
regarding those investments with brokers or dealers selected in its discretion.
Currently, Peregrine receives a fee from Norwest to compensate Peregrine for
services provided by the dual employees.

The terms of the Subadvisory Agreement would, in all material respects, be
identical to the current arrangement between Norwest and Peregrine. A form of
subadvisory agreement is attached to this Proxy Statement as Appendix C.

Peregrine would continue, subject to Norwest's and the Board's supervision,
to be responsible for managing the assets of a Fund, if any, for which Norwest
delegates advisory responsibility. For its services with respect to a Fund,
Peregrine would be entitled to a fee from Norwest that could vary from time to
time as a result of periodic negotiations with Peregrine regarding such matters
as the nature and extent of the services provided by Peregrine to the Fund, the
increased cost and complexity of providing services to the Fund, the investment
record of Peregrine in managing the Fund's assets and the nature and magnitude
of the expenses incurred by Peregrine in managing the Fund's assets and by
Norwest in overseeing and administering management of the Fund. The contractual
fee payable to Norwest by each Fund for investment advisory services will NOT
change as a result of those negotiations.

Initially, the fees would not exceed an amount equal to 0.65% of the average
daily net assets of Large Company Growth Fund, 0.65% of the average daily net
assets of any Blended Fund that are invested in large company growth style,
0.90% of the average daily net assets of Small Company Growth Fund, 0.90% of the
average daily net assets of any Blended Fund that are invested in small company
growth style, and 0.35% of the average daily net assets of any Blended Fund that
are invested in positive return style. See Appendix A-2 of Appendix C to this
Proxy Statement.

EFFECT OF PROPOSED RESTRUCTURING ON THE SUBADVISORY AGREEMENT

To accommodate the investment by a Fund in a Core and Gateway structure (as
defined in Proposal Three), the Subadvisory Agreement provides that Peregrine
will provide and receive a fee for its services with respect to the assets of a
Fund that are invested directly in large company growth style, small company
growth style and positive return style. To the extent that a Fund follows large
company growth style, small company growth style or positive return style by
investing in a Core Portfolio, Peregrine would neither provide nor receive a fee
for its services under the Subadvisory Agreement.

Upon approval of Proposal Three, Diversified Bond Fund will convert to a
fund-of-funds structure and upon approval of Proposal Four, each other Blended
Fund will expand its use of the fund-of-funds structure. Accordingly, each
Blended Fund will invest the portion of its assets managed in large company
growth style, small company growth style or positive return style in Large
Company Growth Portfolio, Small Company Growth Portfolio and/or Positive Return
Portfolio of Core Trust, respectively. Peregrine will serve as subadviser to
each of those Core Portfolios pursuant to a subadvisory agreement that is
substantially the same as the Subadvisory Agreement. Also, upon approval by the
Funds of the Trust of the Proposals set forth in this Proxy Statement, each of
Large Company Growth Fund and Small Growth Fund will convert to a master-feeder
structure and invest substantially all of its assets in Large Company Growth
Portfolio and Small Company Growth Portfolio, respectively. Those conversions do
not require shareholder approval. As a result, Peregrine will provide direct
advisory services to a Fund under the Subadvisory Agreement only in the event
the Fund withdraws its investment from a Core Portfolio.

ADDITIONAL INFORMATION ABOUT PEREGRINE

Peregrine is located at LaSalle Plaza, 800 LaSalle Avenue, Suite 1850,
Minneapolis, Minnesota 55402. Peregrine is a registered investment adviser and
was incorporated in 1984 under the laws of the state of Minnesota. No Trustee of
the Trust now holds any securities issued by Peregrine. Peregrine does not
currently advise any other investment companies.

Set forth below is information concerning the Directors and principal
executive officer of Peregrine, whose address is the same as that of Peregrine:

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- ---------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
James R. Campbell, Director Chairman of the Board and Director of Norwest Bank Minnesota,
N.A.; and Executive Vice President of Norwest Corporation
Robert B. Mersky, Director and President Head of Investments, Norwest Bank Minnesota, N.A.
</TABLE>

33
<PAGE>
EVALUATION BY THE BOARD

The Board considered various matters in evaluating the reasonableness and
fairness of the Subadvisory Agreement. In particular, the Board examined and
weighed: (i) the nature, quality and extent of the services that are rendered
and the results achieved by Peregrine in its management of the Funds (including
investment performance comparisons with other mutual funds and certain indices);
(ii) the relationship between Peregrine and Norwest; (iii) the payments received
by Peregrine from all sources related to the Funds; (iv) the organizational
capabilities and financial condition of Peregrine; (v) an analysis of the fee to
be paid by Norwest to Peregrine; and (vi) competitive industry fee structures
and expense ratios, including, specifically the relationship of the proposed
advisory fee rates to those typically paid by similar funds.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE
SUBADVISORY AGREEMENT.

PROPOSAL EIGHT

TO APPROVE A SUBADVISORY AGREEMENT AMONG NORWEST,

UNITED CAPITAL MANAGEMENT, AND THE TRUST, ON BEHALF OF CERTAIN FUNDS

Shareholders of Diversified Bond Fund, Total Return Bond Fund, Conservative
Balanced Fund, Moderate Balanced Fund, Growth Balanced Fund and Contrarian Stock
Fund voting separately by Fund, are entitled to vote on this Proposal. Approval
of this Proposal with respect to a Fund requires a 1940 Act Majority.

INTRODUCTION

United Capital Management, Inc., a part of Norwest Bank Colorado N.A.
("UCM"), is an affiliate of Norwest. Certain of UCM's employees, who currently
are also employees of Norwest, assist Norwest personnel in managing the assets
of Contrarian Stock Fund and the Funds that are invested in total return bond
style ("UCM management personnel"). Currently, Total Return Bond Fund invests
substantially all of its assets, and each of Conservative Balanced Fund,
Moderate Balanced Fund and Diversified Bond Fund (the "Blended Funds") invests a
portion of its assets, in total return bond style. Dual employee UCM management
personnel who are primarily responsible for managing the day-to-day operations
of the Funds are identified in the Funds' Prospectuses.

Because UCM contemplates operating in the future with a greater degree of
independence from Norwest than has been the case in the past and utilizing
management personnel who may not be employees of both UCM and Norwest, Norwest
and Forum have proposed that the Trust, on behalf of the Funds, enter into a
formal sub-advisory agreement with Norwest and UCM (the "Subadvisory
Agreement"). Norwest and Forum believe that the Subadvisory Agreement will
reflect substantially the current arrangements between UCM and Norwest with
respect to the Funds.

THE SUBADVISORY AGREEMENT

Subject to the general supervision of Norwest and the Board, dual employee
UCM management personnel currently make investment decisions for each Fund and
continuously review, supervise and administer the Fund's investment program with
respect to a portion of the Fund's assets. In this regard, it is the
responsibility of UCM management personnel to make decisions relating to each
Fund's investments and to place purchase and sale orders regarding those
investments with brokers or dealers selected in its discretion. Currently, UCM
receives a fee from Norwest to compensate UCM for services provided by the dual
employees.

The terms of the Subadvisory Agreement would, in all material respects, be
identical to the current arrangement between Norwest and UCM. A form of
subadvisory agreement is attached to this Proxy Statement as Appendix C.

UCM would continue, subject to Norwest's and the Board's supervision, to be
responsible for managing the assets of a Fund, if any, for which Norwest
delegates advisory responsibility. For its services with respect to a Fund, UCM
would be entitled to a fee from Norwest that could vary from time to time as a
result of periodic negotiations with UCM regarding such matters as the nature
and extent of the services provided by UCM to the Fund, the increased cost and
complexity of providing services to the Fund, the investment record of UCM in
managing the

34
<PAGE>
Fund's assets and the nature and magnitude of the expenses incurred by UCM in
managing the Fund's assets and by Norwest in overseeing and administering
management of the Fund. The contractual fee payable to Norwest by each Fund for
investment advisory services will NOT change as a result of those negotiations.

Initially, the fee would not exceed, with respect to Contrarian Stock Fund,
an amount equal to 0.80% of the first $300 million of the Fund's average daily
net assets, 0.76% of the next $400 million of the Fund's average daily net
assets and 0.72% of the remaining average daily net assets of the Fund.
Initially, the fee for Total Return Bond Fund would not exceed an amount equal
to 0.35% of the Fund's average daily net assets and the fee for any Blended Fund
would not exceed 0.35% of the average daily net assets of any Blended Fund that
are invested in total return bond style. See Appendix A-3 of Appendix C to this
Proxy Statement.

EFFECT OF PROPOSED RESTRUCTURING ON THE SUBADVISORY AGREEMENT

To accommodate the investment by a Fund in a Core and Gateway structure (as
defined in Proposal Three), the Subadvisory Agreement provides that UCM will
provide and receive a fee for its services with respect to the assets of a Fund
that are invested directly in total return bond style. To the extent that a Fund
follows total return bond style by investing in a Core Portfolio, UCM would
neither provide nor receive a fee for its services under the Subadvisory
Agreement.

Upon approval of Proposal Three, Diversified Bond Fund will convert to a
fund-of-funds structure and upon approval of Proposal Four, each other Blended
Fund will expand its use of the fund-of-funds structure. Accordingly, each
Blended Fund will invest the portion of its assets managed in total return bond
style in Total Return Bond Portfolio of Core Trust. UCM will serve as subadviser
to Total Return Bond Portfolio pursuant to a subadvisory agreement that is
substantially the same as the Subadvisory Agreement. Also, upon approval by
shareholders of Total Return Bond Fund of Proposal Four, the Fund will convert
to a master-feeder structure and invest substantially all of its assets in Total
Return Bond Portfolio. As a result, UCM will provide direct advisory services to
a Fund under the Subadvisory Agreement only in the event the Fund withdraws its
investment from a Core Portfolio.

ADDITIONAL INFORMATION ABOUT UCM

UCM, located at 1700 Lincoln Street, Suite 3301, Denver, Colorado 80274, is
a part of Norwest Bank Colorado N.A. UCM does not currently advise any other
investment companies. No Trustee of the Trust now holds any securities issued by
Norwest Bank Colorado N.A.

Set forth below is information concerning the principal executive officer of
UCM, whose address is the same as that of UCM:

EVALUATION BY THE BOARD

The Board considered various matters in evaluating the reasonableness and
fairness of the Subadvisory Agreement. In particular, the Board examined and
weighed: (i) the nature, quality and extent of the services that are rendered
and the results achieved by UCM in its management of the Funds (including
investment performance comparisons with other mutual funds and certain indices);
(ii) the relationship between UCM and Norwest; (iii) the payments received by
UCM from all sources related to the Funds; (iv) the organizational capabilities
and financial condition of UCM; (v) an analysis of the fee to be paid by Norwest
to UCM; and (vi) competitive industry fee structures and expense ratios,
including, specifically the relationship of the proposed advisory fee rates to
those typically paid by similar funds.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE
SUBADVISORY AGREEMENT.

35
<PAGE>
PROPOSAL NINE

APPROVAL OF AN AMENDMENT TO THE FUND'S INVESTMENT OBJECTIVE

Shareholders of Diversified Bond Fund, Income Fund, Income Equity Fund,
ValuGrowth Stock Fund and Small Company Growth Fund (the "Funds"), voting
separately by Fund, are entitled to vote on this Proposal. Approval of this
Proposal with respect to a Fund requires a 1940 Act Majority.

INTRODUCTION

Each Fund's investment objective is a concise statement of the Fund's aim or
goal. Norwest and Forum propose to amend the Funds' investment objectives to
simplify them and/or to eliminate provisions that are investment policies.
Listed below are the current and proposed objectives for each Fund.

<TABLE>
<CAPTION>
FUND CURRENT INVESTMENT OBJECTIVE PROPOSED INVESTMENT OBJECTIVE
- --------------------------------- ---------------------------------------------- -------------------------------------------
<S> <C> <C>
Diversified Bond Fund Provide consistent fixed income returns by Provide total return by diversifying its
investing primarily in a portfolio of investments among different fixed- income
intermediate maturity, investment grade fixed investment styles.
income securities.

Income Fund Seek current income and, secondarily, growth Provide total return consistent with
of capital. current income.

Income Equity Fund Provide both long-term capital appreciation in Provide long-term capital appreciation
line with that of the overall equity consistent with above-average dividend
securities markets and above-average dividend income.
income.

ValuGrowth Stock Fund Seek capital appreciation by investing in a Provide long-term capital appreciation.
diversified portfolio of common stock and
securities convertible into common stock
which may be rated or unrated.

Small Company Growth Fund Provide long-term capital appreciation by Provide long-term capital appreciation by
investing primarily in small and medium-sized investing in smaller domestic companies.
domestic companies that are either growing
rapidly or completing a period of significant
change.
</TABLE>

The effect of the proposed amendments on each Fund is described below.

DIVERSIFIED BOND FUND. The proposed amendment would simplify the Fund's
investment objective but would not affect the manner in which the Fund's assets
are managed. Specifically, the amendment would modify the Fund's objective and
adopt non-fundamental policies that require the Fund to have an intermediate
portfolio maturity and invest primarily in investment grade fixed-income
securities and to diversify its portfolio by investing in more than one
fixed-income style. A change in Fund policies that are designated as fundamental
requires a 1940 Act Majority. Non-fundamental policies may be changed by the
Board without shareholder approval.

Currently, the Fund's investment objective requires the Fund to invest
primarily in intermediate maturity, investment grade fixed-income securities.
The Fund seeks to achieve its objective by investing one-third of its assets in
each of three different investment styles that, as described in Proposal Three,
will be converted to corresponding Core Portfolios of Core Trust. Currently, the
maturities of the securities held by the Fund may be viewed as the result of
investing through the investment styles rather than investing at least one-half
of the Fund's assets in securities with an intermediate maturity.

To accommodate the effects of investment in the three investment styles (and
the Core Portfolios), the Fund would amend its investment objective as proposed
and would adopt non-fundamental investment policies of maintaining an
intermediate portfolio maturity and investing primarily in investment grade
fixed-income securities. The policy requiring investments to be primarily in
investment grade fixed-income securities would be identical to the Fund's
existing investment objective except that it would be non-fundamental.

36
<PAGE>
The policy of maintaining an intermediate portfolio maturity would differ
from the existing investment objective of investing primarily in securities with
an intermediate maturity by requiring the Fund to maintain a weighted average
intermediate maturity rather than requiring that at least one-half of the Fund's
securities have an intermediate maturity. This change would accommodate the
possibility that, as a result of utilizing the three investment styles (or Core
Portfolios), less than one-half of the component securities had an intermediate
maturity. Also, the Fund would be permitted to invest in a greater number of
long-term and short-term securities than is currently the case.

Increased investment in long-term securities will increase the effect of
interest rate changes on the market value of the Fund's investment portfolio.
Norwest and Forum believe, however, that by maintaining an intermediate
portfolio maturity the Fund will decrease its exposure to the risks associated
with movements in interest rates.

INCOME FUND. The proposed amendment would eliminate the Fund's secondary
objective. Management of the Trust believes that the secondary objective of
growth of capital does not reflect the Fund's real focus of seeking income.
Therefore, the proposed amendment would clarify that the Fund seeks to obtain
current income and would not affect the manner in which the Fund's assets
currently are managed.

INCOME EQUITY FUND. The proposed amendment would clarify the Fund's
emphasis on providing long-term capital appreciation consistent with
above-average dividend income. The amendment would not affect the manner in
which the Fund's assets currently are managed.

VALUGROWTH STOCK FUND. The proposed amendment would simplify the Fund's
objective. Forum and Norwest propose to eliminate the statements of investment
policy set forth in the Fund's investment objective. The Fund would continue to
have a non-fundamental policy of investing primarily, and normally would expect
to have substantially all, of its assets invested in common stock and
convertible securities and would otherwise invest in accordance with the
policies currently stated in its Prospectuses. Non-fundamental policies may be
changed by the Board without shareholder approval. Approval of this proposal
would not affect the manner in which the Fund's assets currently are managed.

SMALL COMPANY GROWTH FUND. The proposed amendment would simplify and
clarify the Fund's investment objective. The amendment would conform the Fund's
investment objective to the general market perception of the market
capitalization of smaller companies, which generally is considered to be $1
billion or less. Forum and Norwest believe that the "small- and medium-sized"
companies currently included in the objective may be designated generally as
smaller companies. Accordingly, upon approval of this Proposal, the Fund would
invest primarily in smaller companies with capitalizations of $1 billion or less
at the time of purchase.

In addition, Norwest would no longer be restricted in selecting securities
of companies that are growing rapidly or completing a period of significant
change. As a result, the Fund could invest in the securities of smaller
companies that may provide an opportunity for capital appreciation for other
reasons. Approval of this proposal would not otherwise affect the manner in
which the Fund's assets currently are managed.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL NINE.

OTHER MATTERS

Management knows of no other matters which are to be brought before the
Meeting. However, if any other matters come before the Meeting, it is intended
that the persons named in the enclosed form of Proxy, or their substitutes, will
vote the Proxy in accordance with their judgment on such matters.

INFORMATION CONCERNING NORWEST

Norwest is a subsidiary of Norwest Corporation, a bank holding company with
operations in all 50 states and, as of December 31, 1996, $80.2 billion in total
assets. Norwest provides investment advice with respect to assets that totaled
approximately $42.6 billion as of December 31, 1996. As of February 25, 1997,
Norwest Corporation owned directly or indirectly 100% of the outstanding shares
of Norwest.

37
<PAGE>
Set forth below is information concerning the principal executive officer
and Directors of Norwest:

<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- ---------------------------------------------------------- ------------------------------------------------------------------
<S> <C>
Scott A. Kisting.......................................... Director, President and Chief Executive Officer of Norwest, and
Executive Vice President of Norwest Corporation
James R. Campbell......................................... Chairman of the Board and Director of Norwest, and Executive Vice
President of Norwest Corporation
William H. Queenan........................................ Director of Norwest, and Executive Vice President and Chief Credit
Officer of Norwest Corporation
John T. Thornton.......................................... Director of Norwest and Executive Vice President and Chief
Financial Officer of Norwest Corporation
Richard C. Westergaard.................................... Director and Executive Vice President of Norwest
</TABLE>

The address of each of these persons is Sixth and Marquette, Minneapolis,
Minnesota 55479.

Pursuant to agreements between the Trust and Norwest, Norwest acts as
transfer agent and custodian and provides certain ministerial services in
connection with the lending of the Funds' portfolio securities for the Trust.
Norwest receives transaction fees for providing services in connection with the
securities lending program. For the fiscal year ended May 31, 1996, the Trust
paid Norwest the following amounts in transfer agency fees and custodial fees,
respectively:

<TABLE>
<CAPTION>
TOTAL
COMPENSATION TOTAL
FOR SERVICES COMPENSATION
AS TRANSFER FOR SERVICES
AGENT AS CUSTODIAN
-------------- --------------
<S> <C> <C>
Cash Investment Fund...................................................... $ 4,115,883 $ 180,261
Ready Cash Investment Fund................................................ $ 1,463,228 $ 131,517
U.S. Government Fund...................................................... $ 3,744,761 $ 165,425
Treasury Fund............................................................. $ 1,621,967 $ 90,891
Municipal Money Market Fund............................................... $ 347,985 $ 70,303
Stable Income Fund........................................................ $ 88,439 $ 0
Intermediate Government Income Fund....................................... $ 107,671 $ 0
Diversified Bond Fund..................................................... $ 246,269 $ 0
Income Fund............................................................... $ 457,882 $ 32,741
Total Return Bond Fund.................................................... $ 284,821 $ 22,542
Limited Term Tax-Free Fund................................................ $ 0 $ 0
Tax-Free Income Fund...................................................... $ 239,716 $ 37,256
Colorado Tax-Free Fund.................................................... $ 51,618 $ 11,471
Minnesota Tax-Free Fund................................................... $ 29,308 $ 3,621
Conservative Balanced Fund................................................ $ 209,183 $ 0
Moderate Balanced Fund.................................................... $ 570,201 $ 0
Growth Balanced Fund...................................................... $ 613,905 $ 0
Index Fund................................................................ $ 226,426 $ 0
Income Equity Fund........................................................ $ 113,895 $ 0
ValuGrowth Stock Fund..................................................... $ 403,952 $ 30,037
Diversified Equity Fund................................................... $ 1,168,792 $ 0
Growth Equity Fund........................................................ $ 928,442 $ 0
Large Company Growth Fund................................................. $ 105,443 $ 0
Small Company Stock Fund.................................................. $ 214,807 $ 17,934
Small Company Growth Fund................................................. $ 459,327 $ 0
Small Cap Opportunities Fund.............................................. $ 0 $ 0
Contrarian Stock Fund..................................................... $ 107,364 $ 8,747
International Fund........................................................ $ 175,887 $ 0
</TABLE>

Norwest will continue to act as transfer agent and custodian and to provide
securities lending services for each Fund of the Trust that receives shareholder
approval to amend its advisory agreement at the Meeting. For each Fund that
converts to a Core and Gateway structure, Norwest will continue to act as
transfer agent for the Fund and will still receive custodial fees and fees for
securities lending services with respect to the assets of the Funds that are
invested directly in securities and for Norwest's services rendered to the
Fund's Core Portfolio(s).

38
<PAGE>
SHAREHOLDERS AS OF FEBRUARY 25, 1997

As of February 25, 1997 the Trust had 7,851,852,680 outstanding shares, and
the number of outstanding Shares of each Fund was: Cash Investment Fund,
2,240,111,706; Ready Cash Investment Fund, 1,865,173,192; U.S. Government Fund,
1,735,710,949; Treasury Fund, 940,632,640; Municipal Money Market Fund,
738,765,190; Stable Income Fund 11,444,886; Intermediate Government Income Fund,
36,847,617; Diversified Bond Fund, 6,337,764; Income Fund, 29,473,969; Total
Return Bond Fund, 13,947,988; Limited Term Tax-Free Fund, 2,894,977; Tax-Free
Income Fund, 30,418,868; Colorado Tax-Free Fund, 6,087,773; Minnesota Tax-Free
Fund, 4,139,420; Conservative Balanced Fund, 7,025,361; Moderate Balanced Fund,
20,460,736; Growth Balanced Fund, 20,157,074; Index Fund, 14,419,105; Income
Equity Fund, 13,952,812; ValuGrowth Stock Fund, 7,987,816; Diversified Equity
Fund, 33,659,673; Growth Equity Fund, 28,158,898; Large Company Growth Fund,
3,767,628; Small Company Stock Fund, 12,223,461; Small Company Growth Fund,
14,390,353; Small Cap Opportunities Fund, 2,654,305; Contrarian Stock Fund,
1,257,401; and International Fund, 9,751,119.

As of February 25, 1997, the Trustees and officers of the Trust as a group
owned beneficially less than 1% of the outstanding Shares of each Fund of the
Trust.

The following table lists all persons known to the Trust who owned of record
or beneficially 5% or more of the outstanding shares of a class of shares of a
Fund as of February 25, 1997, as well as their percentage holding of all shares
of the Fund. All percentages are rounded off to the nearest one percent. Certain
persons own shares of the Funds of record only, including Alpine & Co., BHC
Securities, Inc., EMSEG & Co., First Stock Co., Norwest Bank Minnesota, N.A. and
Stout & Co.

<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
<S> <C> <C> <C> <C>
CASH INVESTMENT FUND Norwest Bank Minnesota N.A. 222,097,882 10% 10%
Collective Trust Funds Clearing Account
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
Norwest Investment Services, Inc. 1,782,753,768 80% 80%
608 2nd Avenue 8th Floor
Minneapolis, MN 55479-0162
READY CASH INVESTMENT FUND
Investor Shares BHC Securities, Inc. 209,520,261 36% 11%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
Norwest Investment Services, Inc. 352,978,040 61% 19%
608 2nd Avenue 8th Floor
Minneapolis, MN 55479-0162
Exchange Shares Stephen P. Arkulary and Helen M. Doane 101,221 26% 0%
595 W. Wabasha St.
Duluth, MN 55803
BHC Securities, Inc. 41,738 11% 0%
2005 Market St. Suite 1200
Philadelphia, PA 19103
Dennis M. Dougherty 198,009 52% 0%
RD 1 Box 1444
East Stroudsburg, PA 18301
Institutional Shares Seret & Co. 73,979,424 6% 4%
Discretionary Cash
1740 Broadway MS 8751
Denver, CO 80274
Norwest Bank Minnesota N.A. 289,744,782 22% 16%
AMS
VP4600301
Attn: Cash Sweep Processing
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
</TABLE>

39
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
Norwest Bank Minnesota N.A. 624,410,509 48% 33%
AMS
VP4500022
Attn: Cash Sweep Processing
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
<S> <C> <C> <C> <C>
Norwest Bank Minnesota, N.A. 91,442,539 7% 5%
AMS
VP4500030
Attn: Cash Sweep Processing
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
Alpine & Co. 103,032,907 8% 6%
Non Discretionary
1740 Broadway MS 8751
Denver, CO 80274
U.S. GOVERNMENT FUND Alpine & Co. 155,829,543 9% 9%
Non-Discretionary
1740 Broadway MS 8751
Denver, CO 80274
Norwest Bank Minnesota N.A. 1,186,204,996 68% 68%
AMS
Collective Trust Funds Clearing Account
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
Norwest Investment Services, Inc. 323,483,773 19% 19%
608 2nd Avenue 8th Floor
Minneapolis, MN 55479-0162
TREASURY FUND Norwest Bank Minnesota N.A. 515,188,185 55% 55%
AMS
Collective Trust Funds Clearing Account
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
Norwest Bank Colorado 69,030,037 7% 7%
P.O. Box 400
Colorado Springs, CO 80901
Norwest Investment Services, Inc. 232,931,031 25% 25%
608 2nd Avenue 8th Floor
Minneapolis, MN 55479-0162
MUNICIPAL MONEY MARKET FUND
Investor Shares BHC Securities, Inc. 17,541,814 27% 2%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
Norwest Investment Services, Inc. 47,021,794 72% 6%
608 2nd Avenue 8th Floor
Minneapolis, MN 55479-0162
Institutional Shares Norwest Bank Minnesota, N.A. 181,091,372 27% 25%
AMS
Collective Trust Funds Clearing Account
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
Norwest Bank Minnesota N.A. 259,907,252 39% 35%
VP4620002
Attn: Cash Sweep Processing
733 Marquette Avenue 4th Floor
Minneapolis, MN 55479-0050
</TABLE>

40
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
Alpine & Co. 34,308,702 5% 5%
Non-Discretionary
1740 Broadway MS 8751
Denver, CO 80274
<S> <C> <C> <C> <C>
FINABA 52,889,454 8% 7%
Non-Discretionary Cash Acct.
1314 Avenue K
Lubbock, TX 79401
Norwest Investment Services, Inc. 124,624,732 19% 17%
608 2nd Avenue, 8th Floor
Minneapolis, MN 55479-0162
STABLE INCOME FUND
A Shares BHC Securities, Inc. 74,747 6% 1%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-3212
Ramsey Foundation 136,738 11% 1%
8100 34th Avenue South
PO Box 1309
Minneapolis, MN 55440-1309
St. Paul Ramsey Medical Center 274,203 23% 2%
6th Floor
8100 34th Ave South
PO Box 1309
Minneapolis, MN 55440-1309
Von Maur Investment Co. 115,493 10% 1%
6565 Brady St.
Davenport, IA 52806
Aspen Medical Group, PA 90,810 7% 1%
1021 Bandana Blvd. E, Suite 200
St. Paul, MN 55108
Analysts International Corporation 216,969 18% 2%
7615 Metro Blvd.
Minneapolis, MN 55439
B Shares Fred P. Mattson and Betty J. Mattson 7,979 9% 0%
P.O. Box 248
Elmwood, WI 54740-0248
BHC Securities, Inc. 4,565 5% 0%
FAO 52490122
One Commerce Square
2005 Market St. STE 1200
Philadelphia, PA 19103
BHC Securities, Inc. 6,072 7% 0%
FAO 52509602
One Commerce Square
2005 Market St. STE 1200
Philadelphia, PA 19103
BHC Securities, Inc. 4,758 5% 0%
FAO 52510525
One Commerce Square
2005 Market St. STE 1200
Philadelphia, PA 19103
BHC Securities, Inc. 7,551 8% 0%
FAO 52443692
One Commerce Square
2005 Market St. STE 1200
Philadelphia, PA 19103
</TABLE>

41
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
Norwest Investment Services, Inc. 9,247 10% 0%
FBO 800059291
608 2nd Avenue 8th Floor
Minneapolis, MN 55479-0162
<S> <C> <C> <C> <C>
Janet R. Anderson 6,183 7% 0%
TOD
1874 Summit Avenue
St. Paul, MN 55105
Charles Amjad-Ali 5,911 7% 0%
1305 Dayton Avenue
St. Paul, MN 55104
I Shares EMSEG & Co. 8,441,158 83% 74%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue
Minneapolis, MN 55479-0036
Norwest Bank Texas N.A. 502,534 5% 4%
1500 Broadway
Lubbock, TX 79408
Norwest Advantage IRA Rollovers 536,557 5% 5%
773 Marquette Avenue
Minneapolis, MN 55479-0040
DIVERSIFIED BOND FUND
I Shares EMSEG & Co. 5,430,216 86% 86%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
Kiwils & Co. 353,225 6% 6%
c/o Norwest Bank Colorado N.A.
1740 Broadway
Denver, CO 80274-8676
Norwest Bank Texas N.A. 286,662 5% 5%
1500 Broadway
Lubbock, TX 79408
INCOME FUND
A Shares BHC Securities, Inc. 173,368 32% 1%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
Norwest Wealthbuilder 30,324 6% 0%
Reinvest Account
733 Marquette Avenue
Minneapolis, MN 55479-0040
I Shares Norwest Income Bond CTF 14,954,488 52% 51%
P.O. Box 1450 NW 8477
Minneapolis, MN 55480-8477
Dentru & Co 6,136,090 21% 21%
Non-Discretionary Cash
1740 Broadway Mail 8676
Denver CO 80274
FINABA 2,360,946 8% 8%
Non-Discretionary Cash Acct
1314 Avenue K
Lubbock, TX 79401
</TABLE>

42
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
INTERMEDIATE GOVERNMENT INCOME FUND
<S> <C> <C> <C> <C>
A Shares Ibrahim M. Madani 100,795 8% 0%
and Salwa A. Abdulghaffar
c/o Bernie Markel
10010 Regency Circle
Omaha, NE 68114
BHC Securities, Inc. 278,610 22% 1%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-3212
I Shares EMSEG & Co. 28,694,005 83% 78%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
Dentru & Co. 4,934,623 14% 13%
c/o Norwest Bank Colorado N.A.
1740 Broadway
Denver, CO 80274-8676
TOTAL RETURN BOND FUND
A Shares BHC Securities, Inc. 61,996 22% 0%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
Norwest Wealthbuilder 125,797 44% 1%
Reinvest Account
733 Marquette Avenue
Minneapolis, MN 55479-0040
I Shares Dentru & Co. 3,453,097 26% 25%
Non-Discretionary Cash
1740 Broadway Mail 8676
Denver CO 80274
Seret & Co. 7,268,911 54% 52%
Discretionary Reinvest
1740 Broadway MS 8751
Denver, CO 80274
TAX-FREE INCOME FUND
A Shares BHC Securities, Inc. 427,389 15% 1%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
I Shares Dentru & Co 7,321,678 27% 24%
Non-Discretionary Cash
1740 Broadway Mail 8676
Denver CO 80274
FINABA 1,566,161 6% 5%
Non-Discretionary Cash Acct.
1314 Avenue K
Lubbock, TX 79401
Norwest Tax Exempt Bond Fund 15,224,856 57% 50%
P.O. Box 1450 NW 8477
Minneapolis, MN 55480-8477
COLORADO TAX-FREE FUND
A Shares BHC Securities, Inc. 532,405 19% 9%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
</TABLE>

43
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
Walter Stonehocker and Roswitha Stonehocker 258,866 9% 4%
15600 Holly
Brighton, CO 80601
<S> <C> <C> <C> <C>
B Shares Ronald T. Stecker and Dorothy E. Stecker 38,205 6% 1%
27 Eagle Drive
Littleton, CO 80123
I Shares Dentru & Co 2,605,211 98% 43%
Non-Discretionary Cash
1740 Broadway Mail 8676
Denver, CO 80274
MINNESOTA TAX-FREE FUND
A Shares BHC Securities, Inc. 405,780 17% 10%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-3212
CONSERVATIVE BALANCED FUND
I Shares EMSEG & Co. 6,350,205 90% 90%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue
Minneapolis, MN 55479-0036
Seret & Co. 318,726 5% 5%
c/o Norwest Bank Colorado N.A.
1740 Broadway
Denver, CO 80274-8676
MODERATE BALANCED FUND
I Shares EMSEG & Co. 18,299,148 89% 89%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
GROWTH BALANCED FUND
I Shares EMSEG & Co. 17,576,630 87% 87%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
Seret & Co. 1,179,262 6% 6%
c/o Norwest Bank Colorado N.A.
1740 Broadway
Denver, CO 80274-8676
INCOME EQUITY FUND
A Shares BHC Securities, Inc. 497,000 39% 4%
Trade House Acct.
One Commerce Square
2005 Market St.
Philadelphia, PA 19103-3212
I Shares EMSEG & Co. 7,330,006 62% 53%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
Dentru & Co. 2,154,610 18% 15%
c/o Norwest Bank Colorado N.A.
1740 Broadway
Denver, CO 80274-8676
Norwest Bank Texas N.A. 1,366,719 12% 10%
1500 Broadway
Lubbock, TX 79408
</TABLE>

44
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
VALUGROWTH STOCK FUND
<S> <C> <C> <C> <C>
A Shares BHC Securities, Inc. 290,570 38% 4%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
Norwest Wealthbuilder 41,168 5% 1%
Reinvest Account
733 Marquette Avenue
Minneapolis, MN 55479-0040
I Shares Dentru & Co 3,165,187 45% 40%
Non-Discretionary Cash
1740 Broadway Mail 8676
Denver CO 80274
FINABA 1,005,756 14% 13%
Non-Discretionary Cash Acct.
1314 Avenue K
Lubbock, TX 79401
INDEX FUND
I Shares EMSEG & Co. 13,879,476 96% 96%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
DIVERSIFIED EQUITY FUND
A Shares BHC Securities, Inc. 309,702 55% 1%
One Commerce Square
2005 Market St.
Philadelphia, PA 19103-3212
I Shares EMSEG & Co. 27,745,676 86% 82%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
Kiwils & Co. 2,576,052 8% 8%
c/o Norwest Bank Colorado N.A.
1740 Broadway MS 8676
Denver, CO 80274-8676
GROWTH EQUITY FUND
A Shares BHC Securities, Inc. 113,734 49% 0%
One Commerce Square
2005 Market St.
Philadelphia, PA 19103-3212
Norwest Wealthbuilder 164,846 71% 1%
Reinvest Account
733 Marquette Avenue
Minneapolis, MN 55479-0040
I Shares EMSEG & Co. 25,474,676 86% 82%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
LARGE COMPANY GROWTH FUND
I Shares EMSEG & Co. 3,341,611 89% 89%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
Victoria & Co. 215,435 6% 6%
One O'Connor Plaza
Victoria, TX 77901
</TABLE>

45
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
SMALL COMPANY STOCK FUND
<S> <C> <C> <C> <C>
A Shares Norwest Wealthbuilder 110,549 22% 1%
Reinvest Account
733 Marquette Avenue
Minneapolis, MN 55479-0040
BHC Securities, Inc. 192,908 38% 2%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
B Shares BHC Securities, Inc 28,973 8% 0%
FAO 52711393
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103
I Shares Dentru & Co 2,199,454 19% 18%
Non-Discretionary Cash
1740 Broadway Mail 8676
Denver CO 80274
Norwest Bank Minnesota N.A. 779,625 7% 6%
CUST Norwest Foundation
PO Box 1450
Minneapolis, MN 55480-8477
SMALL COMPANY GROWTH FUND
I Shares EMSEG & Co. 13,236,955 92% 92%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
Vanguard Fiduciary Trust Co. 1,061,988 7% 7%
FBO Burlington Northern
Santa Fe Pacific Corp. Retire/Savings Plan
PO Box 2600
Valley Forge, PA 19482
CONTRARIAN STOCK FUND
A Shares BHC Securities, Inc. 10,033 64% 1%
One Commerce Square
2005 Market Street
Philadelphia PA 19103-3212
Richard & Ramute Bell 1,143 7% 0%
CNSV Jody Kay Bell
2902 Dover Drive
Norfolk, NE 68701
Larry L. Zehr 791 5% 0%
15030 SR 14 East
New Haven, IN 46774
Kristen Lea Call 900 6% 0%
CUST Kayla Anne Dowling UGMA CO
3092 Blackhawk Street
Aurora, CO 80011
B Shares BHC Securities, Inc. 495 6% 0%
FAO 51515722
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103
</TABLE>

46
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
BHC Securities, Inc. 657 8% 0%
FAO 51686158
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103
<S> <C> <C> <C> <C>
John R. Hanson 1,302 16% 0%
1755 E. Maple St.
Ely, MN 55731
Lynda J. Best 1,279 16% 0%
3270 Jay Avenue
Brayton, IA 50042
BHC Securities 1,006 12% 0%
FAO 52876157
One Commerce Square
2005 Market Street Suite 1200
Philadelphia, PA 19103
Doreen L. Reader 597 7% 0%
CUST Clarke F. Reader UTMA Co
6812 Swadley Ct.
Arvada, CO 80004
Doreen L. Reader 597 7% 0%
CUST Kyle E. Reader UTMA Co
6812 Swadley Ct.
Arvada, CO 80004
I Shares Dentru & Co 489,877 40% 39%
Non-Discretionary Cash
1740 Broadway Mail 8676
Denver CO 80274
Seret & Co. 503,407 41% 40%
Discretionary Reinvest
1740 Broadway MS 8751
Denver, CO 80274
INTERNATIONAL FUND
A Shares Norwest Wealthbuilder 34,283 39% 0%
Reinvest Account
733 Marquette Avenue
Minneapolis, MN 55479-0040
BHC Securities, Inc. 28,115 32% 0%
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103
B Shares BHC Securities, Inc. 4,566 7% 0%
FAO 52914649
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103
BHC Securities, Inc. 7,722 11% 0%
FAO 43268824
One Commerce Square
2005 Market Street Suite 1200
Philadelphia PA 19103
I Shares EMSEG & Co. 7,772,791 81% 80%
c/o Norwest Bank Minnesota, N.A.
733 Marquette Avenue MS0036
Minneapolis, MN 55479-0036
</TABLE>

47
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
Dentru & Co. 1,082,049 11% 11%
c/o Norwest Bank Colorado N.A.
1740 Broadway
Denver, CO 80274-8676
<S> <C> <C> <C> <C>
SMALL CAP OPPORTUNITIES FUND
A Shares Gordon F. Stanskas and Helen M. Stanskas 574 5% 0%
2224 North 7th Street
Sheboygan, WI 53083
Richard M. Leach and Peter W. Nash TTEE 1,180 11% 0%
The Edward Sturgis Trust
c/o Forum Financial Group
2 Portland Square
Portland, ME 04101
BHC Securities, Inc. 2,646 25% 0%
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Norwest Investment Services, Inc. 2,619 25% 0%
FBO 702167001
608 Second Avenue South 8th Fl
Minneapolis, MN 55479-0162
B Shares Tom S. Maupin 577 18% 0%
1667 Oriole Drive
Galesburg, IL 61401
Rebecca P. King 285 9% 0%
2053 Knox Rd. 1400 E
Oneida, IL 61467
Norwest Investment Services, Inc. 582 18% 0%
FBO 701984451
608 Second Avenue South 8th Fl.
Minneapolis, MN 55479-0162
Norwest Investment Services, Inc. 197 6% 0%
FBO 702005221
608 Second Avenue South 8th Fl.
Minneapolis, MN 55479-0162
Linda B. Hildestad 160 5% 0%
1054 Royal Ct.
Shoreview, MN 55126
Steve J. Jeffrey 270 9% 0%
4307 N. Sterling Ave. 152
Peoria, IL 61615
Russ O. Wilkins and Charlene J. Wilkins 163 5% 0%
684 S. Lake Drive
Watertown, SD 57201
I Shares EMSEG & Co. 1,983,460 75% 75%
c/o Norwest Bank MN
733 Marquette Ave MS 0036
Minneapolis, MN 55479-0036
Seret & Co. 208,896 8% 8%
c/o Norwest Bank Colorado, N.A.
1740 Broadway MS 8676
Denver, CO 80274-8676
Dentru & Co. 182,520 7% 7%
c/o Norwest Bank Colorado N.A.
1740 Broadway MS 8676
Denver, CO 80274-8676
</TABLE>

48
<PAGE>
<TABLE>
<CAPTION>
SHARE % OF % OF
NAME AND ADDRESS BALANCE CLASS FUND
------------------------------------------------------ ------------- --------- ---------
Victoria & Co. 160,754 6% 6%
One O'Connor Plaza
Victoria, TX 77901
<S> <C> <C> <C> <C>
LIMITED TERM TAX-FREE FUND
I Shares Victoria & Co. 538,167 19% 19%
Special Common Trust Fund
One O'Connor Plaza
Victoria, TX 77901
Norwest Limited Term Tax-Exempt Bond Fund 2,177,730 75% 75%
PO Box 1450 NW 8477
Minneapolis, MN 55480-8477
</TABLE>

As to its share holdings listed above, Norwest and its affiliates will
solicit voting instructions with respect to the proposals to be acted upon at
the Meeting from the beneficial owners of the Shares. Norwest will vote all of
its share holdings in the same proportion and in accordance with the
instructions received from such beneficial owners.

OFFICERS OF THE TRUST

Certain information regarding each officer of the Trust is provided below,
including the officer's name, age, position at the Trust and business experience
for the last five years, and the date since which the officer has held his or
her position. Information regarding Mr. Keffer, the President of the Trust since
1986, is provided in Proposal Two.

Richard C. Butt, 41, Vice President, Assistant Secretary and Treasurer since
1996.

Managing Director, Forum Financial Group, with which he has been associated
since May 1996. Prior thereto, from December 1994 to April 1996 Mr. Butt was
a Director of the Financial Services Consulting Practice, KPMG Peat Marwick
LLP. From November 1993 to August 1994, Mr. Butt was President of 440
Financial Distributors, Inc. (a mutual fund administrator and distributor)
and prior thereto was Senior Vice President of 440 Financial Group, Inc. Mr.
Butt is also an officer of various registered investment companies for which
Forum Financial Services, Inc. serves as manager, administrator and/or
distributor.

David I. Goldstein, 35, Vice President and Secretary since 1993.

Managing Director and Counsel, Forum Financial Group, with which he has been
associated since 1991. Prior thereto, Mr. Goldstein was associated with the
law firm of Kirkpatrick & Lockhart LLP. Mr. Goldstein is also an officer of
various registered investment companies for which Forum Financial Services,
Inc. serves as manager, administrator and/or distributor.

Sara M. Clark, 33, Vice President and Assistant Treasurer since 1994.

Managing Director, Forum Financial Services, Inc., with which she has been
associated since 1994. Prior thereto, Ms. Clark was Controller of Wright
Express Corporation (a national credit card company). Ms. Clark is also an
officer of various registered investment companies for which Forum Financial
Services, Inc. serves as manager, administrator and/or distributor.

Thomas G. Sheehan, 42, Vice President and Assistant Secretary since 1994.

Managing Director and Counsel, Forum Financial Group, with which he has been
associated since 1993. Prior thereto, Mr. Sheehan was Special Counsel to the
Division of Investment Management of the Securities and Exchange Commission.
Mr. Sheehan is also an officer of various registered investment companies
for which Forum Financial Services, Inc. serves as manager, administrator
and/or distributor.

Catherine S. Wooledge, 54, Assistant Secretary since 1997.

Counsel, Forum Financial Group, with which she has been associated since
1996. Prior thereto, from September 1994 to 1996 Ms. Wooledge was associated
with the law firm of Morrison & Foerster. From September 1993 to September
1994, Ms. Wooledge was associate corporate counsel at Franklin Resources,
Inc. (registered investment advisor and mutual fund manager, distributor,
and transfer agency company). Prior thereto, Ms. Wooledge was associated
with the law firm of Drinker, Biddle & Reath. Ms. Wooledge is also an
officer of various registered investment companies for which Forum Financial
Services, Inc. serves as manager, administrator and/or distributor.

49
<PAGE>
Renee A. Walker, 26, Assistant Secretary since 1994.

Fund Administrator, Forum Financial Services, Inc., with which she has been
associated since 1994. Prior thereto, Ms. Walker was an administrator at
Longwood Partners (a manager of a hedge fund partnership) for a year. From
1991 to 1993 Ms. Walker was a sales representative at PaineWebber
Incorporated (a registered broker-dealer).

NORWEST INVESTMENT SERVICES, INC.

During the fiscal year ended May 31, 1996, ValuGrowth Stock Fund paid
brokerage commissions of $10,494, which constituted 2.41% of the Fund's
aggregate brokerage commissions, to Norwest Investment Services, Inc., a
wholly-owned broker-dealer subsidiary of Norwest Corporation, the parent of
Norwest.

ADDITIONAL INFORMATION

It is anticipated that, following the Meeting, the Trust will not hold any
meetings of shareholders except as required by federal or Delaware law.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting should send proposals to the Secretary of the
Trust, David I. Goldstein, in care of Forum, Two Portland Square, Portland,
Maine 04101.

Banks, broker-dealers and voting trustees and their nominees should advise
Thomas G. Sheehan, in care of Forum, Two Portland Square, Portland, Maine 04101
whether, with respect to shares of record owned by them, other persons are
beneficial owners of shares for which proxies are being solicited and if so, the
number of copies of the Proxy Statement needed in order to supply copies to the
beneficial owners of the shares.

YOU ARE URGED TO FILL IN, DATE AND SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY

By order of the Board of Trustees,

David I. Goldstein
VICE PRESIDENT AND SECRETARY

Portland, Maine
April 1, 1997

50
<PAGE>
APPENDIX A

NORWEST ADVANTAGE FUNDS-REGISTERED TRADEMARK-
FORM OF
INVESTMENT ADVISORY AGREEMENT
MAY 31, 1997

AGREEMENT made as of this 31st day of May, 1997, between Norwest Advantage
Funds (the "Trust"), a business trust organized under the laws of the State of
Delaware with its principal place of business at Two Portland Square, Portland,
Maine 04101 and Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Sixth Street and Marquette, Minneapolis,
Minnesota 55479.

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended, (the "Act") as an open-end management investment company and is
authorized to issue interests (as defined in the Trust's Trust Instrument), in
separate series;

WHEREAS, the Trust desires that the Adviser perform investment advisory
services for each series of the Trust as listed in Appendix A hereto (each a
"Fund" and collectively the "Funds"), and the Adviser is willing to provide
those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, the Trust and the Adviser agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in the business of investing and reinvesting its assets
in securities of the type and in accordance with the limitations specified in
its Trust Instrument, By-Laws and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the Act and the
Securities Act of 1933 (the "Securities Act"), including any representations
made in the prospectus and statement of additional information relating to the
Funds contained therein and as may be supplemented from time to time, all in
such manner and to such extent as may from time to time be authorized by the
Trust's Board of Trustees (the "Board"). The Trust is currently authorized to
issue twenty-eight series of shares, and the Board is authorized to issue any
unissued shares in any number of additional classes or series. The Trust has
delivered copies of the documents listed in this Section 1 and will from time to
time furnish Adviser with any amendments thereof.

SECTION 2. INVESTMENT ADVISER; APPOINTMENT

The Trust hereby employs Adviser, subject to the direction and control of
the Board, to manage the investment and reinvestment of the assets in the Funds
and, without limiting the generality of the foregoing, to provide other services
specified in Section 3 hereof.

SECTION 3. DUTIES OF THE ADVISER

(a) The Adviser shall make decisions with respect to all purchases and sales
of securities and other investment assets in the Funds. Among other things, the
Adviser shall make all decisions with respect to the allocation of the Funds'
investments in various securities or other assets, in investment styles and, if
applicable, in other investment companies or pooled vehicles in which a Fund may
invest. To carry out such decisions, the Adviser is hereby authorized, as agent
and attorney-in-fact for the Trust, for the account of, at the risk of and in
the name of the Trust, to place orders and issue instructions with respect to
those transactions of the Funds. In all purchases, sales and other transactions
in securities for the Funds, the Adviser is authorized to exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust might or could do with respect to such purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.

(b) The Adviser will report to the Board at each meeting thereof all changes
in the Funds since the prior report, and will also keep the Board informed of
important developments affecting the Trust, each Fund and the Adviser, and on
its own initiative, will furnish the Board from time to time with such
information as the Adviser may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included in a Fund's

A-1
<PAGE>
holdings, the industries in which they engage, or the economic, social or
political conditions prevailing in each country in which a Fund maintains
investments. The Adviser will also furnish the Board with such statistical and
analytical information with respect to securities in the Funds as the Adviser
may believe appropriate or as the Board reasonably may request. In making
purchases and sales of securities for the Funds, the Adviser will bear in mind
the policies set from time to time by the Board as well as the limitations
imposed by the Trust's Trust Instrument, By-Laws and Registration Statement
under the Act and the Securities Act, the limitations in the Act and in the
Internal Revenue Code of 1986, as amended, in respect of regulated investment
companies and the investment objectives, policies and restrictions of each Fund.

(c) The Adviser will from time to time employ or associate with such persons
as the Adviser believes to be particularly fitted to assist in the execution of
the Adviser's duties hereunder, the cost of performance of such duties to be
borne and paid by the Adviser. No obligation may be incurred on the Trust's
behalf in any such respect.

(d) The Adviser shall maintain records relating to portfolio transactions
and the placing and allocation of brokerage orders as are required to be
maintained by the Trust under the Act. The Adviser shall prepare and maintain,
or cause to be prepared and maintained, in such form, for such periods and in
such locations as may be required by applicable law, all documents and records
relating to the services provided by the Adviser pursuant to this Agreement
required to be prepared and maintained by the Trust pursuant to the rules and
regulations of any national, state, or local government entity with jurisdiction
over the Trust, including the Commission and the Internal Revenue Service. The
books and records pertaining to the Trust which are in possession of the Adviser
shall be the property of the Trust. The Trust, or the Trust's authorized
representatives, shall have access to such books and records at all times during
the Adviser's normal business hours. Upon the reasonable request of the Trust,
copies of any such books and records shall be provided promptly by the Adviser
to the Trust or the Trust's authorized representatives.

(e) With respect to a Fund, the Adviser shall have no duties or obligations
pursuant to this Agreement, including any obligation to reimburse Fund expenses
pursuant to Section 4 hereof, during any period during which the Fund invests
all (or substantially all) of its investment assets in a registered, open-end
management investment company, or separate series thereof, in accordance with
Section 12(d)(1)(E) of the Act.

SECTION 4. EXPENSES

(a) The Adviser shall be responsible for that portion of the net expenses of
the Fund (except interest, taxes, brokerage, fees and other expenses paid by the
Fund in accordance with an effective plan pursuant to Rule 12b-1 under the Act
and organization expenses, all to the extent such exceptions are permitted by
applicable state law and regulation) incurred by the Fund during the Fund's
fiscal year or portion thereof that this Agreement is in effect which, as to the
Funds, in any such year exceeds the limits applicable to the Fund under the laws
or regulations of any state in which shares of the Fund are qualified for sale
(reduced pro rata for any portion of less than a year) and which is not assumed
by Forum Financial Services, Inc., the Trust's manager and distributor, or any
other person.

(b) The Trust hereby confirms that, subject to the foregoing, the Trust
shall be responsible and shall assume the obligation for payment of all the
Trust's other expenses, including: interest charges, taxes, brokerage fees and
commissions; certain insurance premiums; fees, interest charges and expenses of
the Trust's custodian, transfer agent and dividend disbursing agent;
telecommunications expenses; auditing, legal and compliance expenses; costs of
the Trust's formation and maintaining its existence; costs of preparing and
printing the Trust's prospectuses, statements of additional information, account
application forms and shareholder reports and delivering them to existing and
prospective shareholders; costs of maintaining books of original entry for
portfolio and fund accounting and other required books and accounts and of
calculating the net asset value of shares in the Trust; costs of reproduction,
stationery and supplies; compensation of the Trust's trustees, officers,
employees and other personnel performing services for the Trust who are not the
Adviser's employees or employees of Forum Financial Services, Inc. or affiliated
persons of either; costs of corporate meetings; registration fees and related
expenses for registration with the Commission and the securities regulatory
authorities of other countries in which the Trust's shares are sold; state
securities law registration fees and related expenses; fees and out-of-pocket
expenses payable to Forum Financial Services, Inc. under any distribution,
management or similar agreement; and all other fees and expenses paid by the
Trust pursuant to any distribution or shareholder service plan adopted pursuant
to Rule 12b-1 under the Act.

A-2
<PAGE>
SECTION 5. STANDARD OF CARE

The Trust shall expect of the Adviser, and the Adviser will give the Trust
the benefit of, the Adviser's best judgment and efforts in rendering its
services to the Trust, and as an inducement to the Adviser's undertaking these
services the Adviser shall not be liable hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Adviser against
any liability to the Trust or to the Trust's security holders to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of the Adviser's duties hereunder, or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder.

SECTION 6. COMPENSATION

In consideration of the foregoing, the Trust shall pay the Adviser, with
respect to each of the Funds, a fee at an annual rate as listed in Appendix A
hereto. Such fees shall be accrued by the Trust daily and shall be payable
monthly in arrears on the first day of each calendar month for services
performed hereunder during the prior calendar month. The Adviser's
reimbursement, if any, of a Fund's expenses as provided in Section 4 hereof,
shall be estimated and paid to the Trust monthly in arrears, at the same time as
the Trust's payment to the Adviser for such month. Payment of the advisory fee
will be reduced or postponed, if necessary, with any adjustments made after the
end of the year.

SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to a Fund immediately
upon approval by a majority of the outstanding voting securities of that Fund.

(b) This Agreement shall remain in effect with respect to a Fund for a
period of one year from the date of its effectiveness and shall continue in
effect for successive twelve-month periods (computed from each anniversary date
of the approval) with respect to the Fund; provided that such continuance is
specifically approved at least annually (i) by the Board or by the vote of a
majority of the outstanding voting securities of the Fund, and, in either case,
(ii) by a majority of the Trust's trustees who are not parties to this Agreement
or interested persons of any such party (other than as trustees of the Trust);
provided further, however, that if this Agreement or the continuation of this
Agreement is not approved as to a Fund, the Adviser may continue to render to
that Fund the services described herein in the manner and to the extent
permitted by the Act and the rules and regulations thereunder.

(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty, (i) by the Board or by a vote of a majority
of the outstanding voting securities of the Fund on 60 days' written notice to
the Adviser or (ii) by the Adviser on 60 days' written notice to the Trust. This
Agreement shall terminate upon assignment.

SECTION 8. ACTIVITIES OF THE ADVISER

Except to the extent necessary to perform its obligations hereunder, nothing
herein shall be deemed to limit or restrict the Adviser's right, or the right of
any of the Adviser's officers, directors or employees who may also be a trustee,
officer or employee of the Trust, or persons otherwise affiliated with the Trust
to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.

SECTION 9. SUBADVISERS

At its own expense, the Adviser may carry out any of its obligations under
this agreement by employing, subject to your supervision, one or more persons
who are registered as investment advisers pursuant to the Investment Advisers
Act of 1940, as amended, or who are exempt from registration thereunder
("Subadvisers"). Each Subadviser's employment will be evidenced by a separate
written agreement approved by the Board and, if required, by the shareholders of
the Fund. The Adviser shall not be liable hereunder for any act or omission of
any Subadviser, except to exercise good faith in the employment of the
Subadviser and except with respect to matters as to which the Adviser assumes
responsibility in writing.

A-3
<PAGE>
SECTION 10. LIMITATION OF INTERESTHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the interestholders of the Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Adviser agrees that, in asserting any rights or claims under this Agreement,
it shall look only to the assets and property of the Trust or the Fund to which
the Adviser's rights or claims relate in settlement of such rights or claims,
and not to the Trustees of the Trust or the interestholders of the Fund.

SECTION 11. "NORWEST" NAME

If the Adviser ceases to act as investment adviser to the Trust or any Fund
whose name includes the word "Norwest," or if the Adviser requests in writing,
the Trust shall take prompt action to change the name of the Trust and any such
Fund to a name that does not include the word "Norwest." The Adviser may from
time to time make available without charge to the Trust for the Trust's use any
marks or symbols owned by the adviser, including marks or symbols containing the
word "Norwest" or any variation thereof, as the Adviser deems appropriate. Upon
the Adviser's request in writing, the Trust shall cease to use any such mark or
symbol at any time. The Trust acknowledges that any rights in or to the word
"Norwest" and any such marks or symbols which may exist on the date of this
Agreement or arise hereafter are, and under any and all circumstances shall
continue to be, the sole property of the Adviser. The Adviser may permit other
parties, including other investment companies, to use the word "Norwest" in
their names without the consent of the Trust. The Trust shall not use the word
"Norwest" in conducting any business other than that of an investment company
registered under the Act without the permission of the Adviser.

SECTION 12. MISCELLANEOUS

(a) No provisions of this Agreement may be amended or modified in any manner
except by a written agreement properly authorized and executed by both parties
hereto and, if required by the Act, by a vote of a majority of the outstanding
voting securities of any Fund thereby affected. No amendment to this Agreement
or the termination of this Agreement with respect to a Fund shall affect this
Agreement as it pertains to any other Fund, nor shall any such amendment require
the vote of any of the Fund's shareholders.

(b) Section headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.

(d) The terms "vote of a majority of the outstanding voting securities,"
"interested person," "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.

NORWEST ADVANTAGE FUNDS

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

John Y. Keffer

PRESIDENT

NORWEST INVESTMENT MANAGEMENT, INC.

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

P. Jay Kiedrowski

EXECUTIVE VICE PRESIDENT

A-4
<PAGE>
NORWEST ADVANTAGE FUNDS
INVESTMENT ADVISORY AGREEMENT
APPENDIX A

(a) INVESTMENT ADVISORY FEES

<TABLE>
<CAPTION>
FEE AS A % OF THE ANNUAL
FUNDS OF THE TRUST AVERAGE DAILY NET ASSETS OF THE FUND
- -------------------------------------------------------------- --------------------------------------------------------------
<S> <C>
Cash Investment Fund,
Treasury Fund and
U.S. Government Fund......................................... 0.20% of the first $300 million of assets
0.16% for next $400 million of assets
0.12% of the remaining net assets

Ready Cash Investment Fund.................................... 0.40% of the first $300 million of assets
0.36% for next $400 million of assets
0.32% of the remaining net assets

Municipal Money Market Fund................................... 0.35% of the first $500 million of assets
0.325% for next $500 million of assets
0.30% of the remaining net assets

Stable Income Fund............................................ 0.30%

Intermediate Government Income Fund........................... 0.33%

Diversified Bond Fund......................................... 0.35%

Income Fund................................................... 0.50%

Total Return Bond Fund........................................ 0.50%

Limited Term Tax-Free Fund,................................... 0.50%

Minnesota Tax-Free Fund and
Colorado Tax-Free Fund....................................... 0.50% of the first $300 million of assets
0.46% of next $400 million of assets
0.42% of the remaining net assets

Tax-Free Income Fund.......................................... 0.50%

Conservative Balanced Fund.................................... 0.45%

Moderate Balanced Fund........................................ 0.53%

Growth Balanced Fund.......................................... 0.58%

Index Fund.................................................... 0.15%

Income Equity Fund............................................ 0.50%

ValuGrowth Stock Fund......................................... 0.80% of the first $300 million of assets
0.76% of the next $400 million of assets
0.72% of the remaining net assets

Diversified Equity Fund....................................... 0.65%

Growth Equity Fund............................................ 0.90%

Large Company Growth Fund..................................... 0.65%

Small Company Stock Fund...................................... 0.90%

Small Company Growth Fund..................................... 0.90%

Small Cap Opportunities Fund.................................. 0.925%

Contrarian Stock Fund......................................... 0.80% of the first $300 million of assets
0.76% of the next $400 million of assets
0.72% of the remaining net assets

International Fund............................................ 0.85%
</TABLE>

A-A-1
<PAGE>
(b) SECTION 12(D)(1)(E) ("MASTER-FEEDER") STRUCTURES

No fee shall be payable hereunder with respect to a Fund during any period
in which the Fund invests all (or substantially all) of its investment assets in
a registered, open-end, management investment company, or separate series
thereof, in accordance with and reliance upon Section 12(d)(1)(E) of the Act.

The fee payable hereunder with respect to a Fund shall be 0.25% (0.00% in
the case of Cash Investment Fund) of the annual average daily net assets of the
Fund during any period in which the Fund invests (i) some or all of its
investment assets in two or more registered, open-end management investment
companies, or separate series thereof, or (ii) some of its investment assets in
a registered, open-end management investment company, or separate series
thereof, in each case, in accordance with Section 12(d)(1)(H) of the Act, the
rules thereunder or an exemptive order issued by the Commission exempting the
Fund from the provisions of Section 12(d)(1)(A) of the Act (a "Fund-of-Funds
structure").

In addition to the fee payable under the preceding paragraph, to the extent
a Fund invests in a Fund-of-Funds structure and invests a portion of the Fund's
assets directly in portfolio securities or other assets, the fee payable
hereunder with respect to that portion of the Fund's assets invested directly in
portfolio securities or other assets shall be the fee as stated in paragraph (a)
of this Appendix A.

INVESTMENT ADVISORY AGREEMENT
SUMMARY OF FEE STRUCTURE

<TABLE>
<CAPTION>
CLAUSE OF APPENDIX A ASSETS IN GATEWAY ASSETS IN CORE GATEWAY FEE
- ----------------------------------------------------- ----------------- ----------------------------- --------------------
<S> <C> <C> <C>
a) Standard Fund.................................... 100% 0% Standard Fee

b) Single Style C&G................................. 0% 100% No Fee

c) Fund-of-Funds.................................... 0% 100% in 2 or More Cores 25 bp
----------------- ----------------------------- --------------------
Between 0% and Balance in 25 bp plus Standard
100% 1 or More Cores Fee on
Assets in Gateway
</TABLE>

A-A-2
<PAGE>
APPENDIX B

FUNDAMENTAL POLICIES

A. DIVERSIFICATION

Set forth below are the Funds' fundamental investment policies regarding
diversification.

With respect to 75% of its assets, CASH INVESTMENT FUND, READY CASH
INVESTMENT FUND, U.S. GOVERNMENT FUND, TREASURY FUND, INCOME FUND, TOTAL
RETURN BOND FUND, TAX-FREE INCOME FUND and VALUGROWTH STOCK FUND may not
purchase a security other than a U.S. Government Security if, as a
result, more than 5% of the Fund's total assets would be invested in the
securities of a single issuer or the Fund would own more than 10% of the
outstanding voting securities of any single issuer.

With respect to 75% of its assets, STABLE INCOME FUND, INTERMEDIATE
GOVERNMENT INCOME FUND, DIVERSIFIED BOND FUND, LIMITED TERM TAX-FREE
FUND, INDEX FUND, INCOME EQUITY FUND, DIVERSIFIED EQUITY FUND, GROWTH
EQUITY FUND, LARGE COMPANY GROWTH FUND, SMALL COMPANY STOCK FUND, SMALL
COMPANY GROWTH FUND, SMALL CAP OPPORTUNITIES FUND, CONTRARIAN STOCK FUND
and INTERNATIONAL FUND may not purchase a security other than a U.S.
Government Security if, as a result, more than 5% of the Fund's total
assets would be invested in the securities of a single issuer or the
Fund would own more than 10% of the outstanding voting securities of any
single issuer; provided, however, that each Fund may invest all or a
portion of its assets in another diversified, open-end management
investment company with substantially the same investment objective,
policies and restrictions as the Fund.

To the extent required to qualify as a regulated investment company and
with respect to 50% of its assets, MUNICIPAL MONEY MARKET FUND may not
purchase a security other than a U.S. Government Security if, as a
result, more than 5% of the Fund's total assets would be invested in the
securities of a single issuer or the Fund would own more than 10% of the
outstanding voting securities of any single issuer.

B. CONCENTRATION

Set forth below are the Funds' fundamental investment policies regarding
concentration. The bracketed clauses in the following restrictions will be
replaced as described in Proposal Three.

CASH INVESTMENT FUND and READY CASH INVESTMENT FUND [may not purchase
securities if, immediately after the purchase, more than 25% of the
value of the Fund's total assets would be invested in the securities of
issuers conducting their principal business activities in the same
industry]; provided, (i) there is no limit on investments in U.S.
Government Securities, in repurchase agreements covering U.S. Government
Securities or in foreign government securities, (ii) municipal
securities are not treated as involving a single industry, (iii) there
is no limit on investment in issuers domiciled in a single country, (iv)
financial service companies are classified according to the end users of
their services (for example, automobile finance, bank finance and
diversified finance) and (v) utility companies are classified according
to their services (for example, gas, gas transmission, electric and gas,
electric and telephone); and provided the Fund will invest more than 25%
of the value of the Fund's total assets in obligations of domestic and
foreign financial institutions and their holding companies.

TREASURY FUND, U.S. GOVERNMENT FUND and MUNICIPAL MONEY MARKET FUND [may
not purchase securities if, immediately after the purchase, more than
25% of the value of the Fund's total assets would be invested in the
securities of issuers conducting their principal business activities in
the same industry]; provided, (i) there is no limit on investments in
U.S. Government Securities, in repurchase agreements covering U.S.
Government Securities, in foreign government securities, or in
obligations of domestic commercial banks (including U.S. branches of
foreign banks subject to regulations under U.S. laws applicable to
domestic banks and, to the extent that its parent is unconditionally
liable for the obligation, foreign branches of U.S. banks), (ii)
municipal securities are not treated as involving a single industry,
(iii) there is no limit on investment in issuers domiciled in a single
country, (iv) financial service companies are classified according to
the end users of their services (for example, automobile finance, bank
finance and diversified finance) and (v) utility companies are
classified according to their services (for example, gas, gas
transmission, electric and gas, electric and telephone).

B-1
<PAGE>
INCOME FUND, LIMITED TERM TAX-FREE FUND, TAX-FREE INCOME FUND, COLORADO
TAX-FREE FUND, MINNESOTA TAX-FREE FUND and VALUGROWTH STOCK FUND [may
not purchase securities, if, immediately after the purchase, more than
25% of the value of the Fund's total assets would be invested in the
securities of issuers conducting their principal business activities in
the same industry]; provided, (i) there is no limit on investments in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities ("U.S. Government Securities") or in repurchase
agreements covering U.S. Government Securities, (ii) municipal
securities are not treated as involving a single industry, (iii)
financial service companies are classified according to the end users of
their services (for example, automobile finance, bank finance and
diversified finance) and (iv) utility companies are classified according
to their services (for example, gas, gas transmissions, electric and
gas, electric and telephone).

TOTAL RETURN BOND FUND [may not purchase securities if, immediately
after the purchase, more than 25% of the value of the Fund's total
assets would be invested in the securities of issuers conducting their
principal business activities in the same industry]; provided, however,
that there is no limit on investments in U.S. Government Securities,
repurchase agreements covering U.S. Government Securities,
mortgage-related or housing-related securities (including
mortgage-related or housing-related U.S. Government Securities) or
municipal securities and that financial service companies are classified
according to the end users of their services (for example, automobile
finance, bank finance and diversified finance) and utility companies are
classified according to their services (for example, gas, gas
transmission, electric and gas, electric and telephone) and that the
Fund may invest, to the extent permitted by the 1940 Act, all or a
portion of its assets in another diversified, open-end management
investment company with substantially the same investment objective,
policies and restrictions as the Fund.

SMALL COMPANY STOCK FUND and CONTRARIAN STOCK FUND [may not purchase
securities, if, immediately after the purchase, more than 25% of the
value of the Fund's total assets would be invested in the securities of
issuers conducting their principal business activities in the same
industry]; provided, however, that there is no limit on investments in
U.S. Government Securities, repurchase agreements covering U.S.
Government Securities or municipal securities and that financial
services companies are classified according to the end users of their
services (for example, automobile finance, bank finance and diversified
finance) and utility companies are classified according to their
services (for example, gas, gas transmission, electric and gas, electric
and telephone); and that the Funds may invest, to the extent permitted
by the 1940 Act, all or a portion of their assets in another
diversified, open-end management investment company with substantially
the same investment objective, policies and restrictions as the Fund.

STABLE INCOME FUND, INTERMEDIATE GOVERNMENT INCOME FUND, DIVERSIFIED
BOND FUND, CONSERVATIVE BALANCED FUND, MODERATE BALANCED FUND, GROWTH
BALANCED FUND, INCOME EQUITY FUND, INDEX FUND, DIVERSIFIED EQUITY FUND,
GROWTH EQUITY FUND, LARGE COMPANY GROWTH FUND, SMALL COMPANY GROWTH FUND
and INTERNATIONAL FUND [may not purchase securities if, immediately
after the purchase, more than 25% of the value of the Fund's total
assets would be invested in the securities of issuers conducting their
principal business activities in the same industry]; provided, however,
that there is no limit on investments in U.S. Government Securities,
repurchase agreements covering U.S. Government Securities, foreign
government securities, mortgage-related or housing-related securities,
municipal securities and issuers domiciled in a single country; that
financial service companies are classified according to the end users of
their services (for example, automobile finance, bank finance and
diversified finance); that utility companies are classified according to
their services (for example, gas, gas transmission, electric and gas,
electric and telephone); and that each Fund may invest all or a portion
of its assets in another diversified, open-end management investment
company with substantially the same investment objective, policies and
restrictions as the Fund.

SMALL CAP OPPORTUNITIES FUND [may not purchase securities if,
immediately after the purchase, 25% or more of the value of its total
assets would be invested in the securities of issuers conducting their
principal business activities in the same industry]; provided, however,
that there is no limit on investments in U.S. government securities.

B-2
<PAGE>
APPENDIX C

NORWEST ADVANTAGE FUNDS-REGISTERED TRADEMARK-
FORM OF
INVESTMENT SUBADVISORY AGREEMENT

AGREEMENT made as of this 31st day of May, 1997, among Norwest Advantage
Funds (the "Trust"), a business trust organized under the laws of the State of
Delaware with its principal place of business at Two Portland Square, Portland,
Maine 04101, and Norwest Investment Management, Inc. (the "Adviser"), a
corporation organized under the laws of the State of with its principal
place of business at [Sixth Street and Marquette, Minneapolis, Minnesota 55479],
and (the "Subadviser"), [a corporation
organized under the laws of the State of ] with its principal place of
business at .

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act") as an open-end management investment company and is
authorized to issue its shares of beneficial interest, no par value, in separate
series and classes; and

WHEREAS, the Trust and the Adviser desire that the Subadviser perform
investment advisory services for each series of the Trust as listed in Appendix
A hereto (each a "Fund" and collectively the "Funds"), and the Subadviser is
willing to provide those services on the terms and conditions set forth in this
Agreement;

NOW THEREFORE, the Trust, the Adviser and the Subadviser agree as follows:

SECTION 1. THE TRUST; DELIVERY OF DOCUMENTS

The Trust is engaged in the business of investing and reinvesting its assets
in securities of the type and in accordance with the limitations specified in
its Trust Instrument, By-Laws and Registration Statement filed with the
Securities and Exchange Commission (the "Commission") under the Act and the
Securities Act of 1933 (the "Securities Act"), including any representations
made in the prospectus and statement of additional information relating to the
Fund contained therein and as may be supplemented from time to time, all in such
manner and to such extent as may from time to time be authorized by the Trust's
Board of Trustees (the "Board"). The Trust is currently authorized to issue
twenty-eight series of shares, and the Board is authorized to issue any unissued
shares in any number of additional classes or series. The Trust has delivered
copies of the documents listed in this Section 1 and will from time to time
furnish Subadviser with any amendments thereof.

SECTION 2. INVESTMENT ADVISER; APPOINTMENT

Subject to the direction and control of the Board, the Adviser manages the
investment and reinvestment of the assets of the Fund and provides for certain
management and services as specified in the Investment Advisory Agreement
between the Trust and the Adviser with respect to the Fund.

Subject to the direction and control of the Board, the Subadviser shall
manage the investment and reinvestment of the assets of the Fund and, without
limiting the generality of the foregoing, shall provide the management and other
services specified below, all in such manner and to such extent as may be
directed from time to time by the Adviser.

SECTION 3. DUTIES OF THE SUBADVISER

(a) The Subadviser shall make decisions with respect to all purchases and
sales of securities and other investment assets in the Fund. To carry out such
decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact
for the Trust, for the account of, at the risk of and in the name of the Trust,
to place orders and issue instructions with respect to those transactions of the
Fund. In all purchases, sales and other transactions in securities for the Fund,
the Subadviser is authorized to exercise full discretion and act for the Trust
in the same manner and with the same force and effect as the Trust might or
could do with respect to such purchases, sales or other transactions, as well as
with respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

(b) The Subadviser will report to the Board at each meeting thereof all
changes in the Fund since the prior report, and will also keep the Board
informed of important developments affecting the Trust, the Fund and the

C-1
<PAGE>
Subadviser, and on its own initiative, will furnish the Board from time to time
with such information as the Subadviser may believe appropriate for this
purpose, whether concerning the individual companies whose securities are
included in the Fund's holdings, the industries in which they engage, or the
economic, social or political conditions prevailing in each country in which the
Fund maintains investments. The Subadviser will also furnish the Board with such
statistical and analytical information with respect to securities in the Fund as
the Subadviser may believe appropriate or as the Board reasonably may request.
In making purchases and sales of securities for the Fund, the Subadviser will
bear in mind the policies set from time to time by the Board as well as the
limitations imposed by the Trust's Trust Instrument, By-Laws, Registration
Statement under the Act and the Securities Act, the limitations in the Act and
in the Internal Revenue Code of 1986, as amended in respect of regulated
investment companies and the investment objectives, policies and restrictions of
the Fund.

(c) The Subadviser may from time to time employ or associate with such
persons as the Subadviser believes to be particularly fitted to assist in the
execution of the Subadviser's duties hereunder, the cost of performance of such
duties to be borne and paid by the Subadviser. No obligation may be incurred on
the Trust's behalf in any such respect.

(d) The Subadviser shall maintain records relating to portfolio transactions
and the placing and allocation of brokerage orders as are required to be
maintained by the Trust under the Act. The Subadviser shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such locations as may be required by applicable law, all documents and
records relating to the services provided by the Subadviser pursuant to this
Agreement required to be prepared and maintained by the Trust pursuant to the
rules and regulations of any national, state, or local government entity with
jurisdiction over the Trust, including the Securities and Exchange Commission
and the Internal Revenue Service. The books and records pertaining to the Trust
which are in possession of the Subadviser shall be the property of the Trust.
The Trust, or the Trust's authorized representatives, shall have access to such
books and records at all times during the Subadviser's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and records
shall be provided promptly by the Subadviser to the Trust or the Trust's
authorized representatives.

SECTION 4. EXPENSES

Subject to any expense reimbursement arrangements between the Adviser or
others and the Trust, the Trust shall be responsible and shall assume the
obligation for payment of all of the Trust's expenses.

SECTION 5. STANDARD OF CARE

The Trust shall expect of the Subadviser, and the Subadviser will give the
Trust the benefit of, the Subadviser's best judgment and efforts in rendering
its services to the Trust, and as an inducement to the Subadviser's undertaking
these services the Subadviser shall not be liable hereunder for any mistake of
judgment or in any event whatsoever, except for lack of good faith, provided
that nothing herein shall be deemed to protect, or purport to protect, the
Subadviser against any liability to the Trust or to the Trust's security holders
to which the Subadviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of the
Subadviser's duties hereunder, or by reason of the Subadviser's reckless
disregard of its obligations and duties hereunder.

SECTION 6. COMPENSATION

In consideration of the foregoing, the Adviser and not the Trust shall pay
the Subadviser a fee as shall be determined from time to time in writing between
the Adviser and the Subadviser.

SECTION 7. EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective on the date first above written.

(b) This Agreement shall remain in effect for a period of one year from the
date of its effectiveness and shall continue in effect for successive one-year
periods; provided that such continuance is specifically approved at least
annually (i) by the Board or by the vote of a majority of the outstanding voting
securities of the Fund, and, in either case, (ii) by a majority of the Trust's
trustees who are not parties to this Agreement or interested persons of any such
party (other than as trustees of the Trust); provided further, however, that if
this Agreement or the continuation of this Agreement is not approved, the
Subadviser may continue to render the services described herein in the manner
and to the extent permitted by the Act and the rules and regulations thereunder.

C-2
<PAGE>
(c) This Agreement may be terminated at any time, without the payment of any
penalty, (i) by the Board or by a vote of a majority of the outstanding voting
securities of the Fund on 60 days' written notice to the Subadviser or (ii) by
the Subadviser on 60 days' written notice to the Trust. This Agreement shall
terminate upon assignment unless prior approval of the Board is obtained.

SECTION 8. ACTIVITIES OF THE SUBADVISER

Except to the extent necessary to perform its obligations hereunder, nothing
herein shall be deemed to limit or restrict the Subadviser's right, or the right
of any of the Subadviser's officers, directors or employees who may also be a
trustee, officer or employee of the Trust, or persons otherwise affiliated with
the Trust to engage in any other business or to devote time and attention to the
management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
trust, firm, individual or association.

SECTION 9. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Fund shall not be
liable for any obligations of the Trust or of the Fund under this Agreement, and
the Subadviser agrees that, in asserting any rights or claims under this
Agreement, it shall look only to the assets and property of the Trust or the
Fund to which the Subadviser's rights or claims relate in settlement of such
rights or claims, and not to the Trustees of the Trust or the shareholders of
the Fund.

SECTION 10. MISCELLANEOUS

(b) Section headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.

(d) The terms "vote of a majority of the outstanding voting securities",
"interested person", "affiliated person" and "assignment" shall have the
meanings ascribed thereto in the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.

NORWEST ADVANTAGE FUNDS

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

By: John Y. Keffer

PRESIDENT

NORWEST INVESTMENT MANAGEMENT, INC.

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

By: P. Jay Kiedrowski

PRESIDENT

[NAME OF SUBADVISER]

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

[Name]

[TITLE]

C-3
<PAGE>
NORWEST ADVANTAGE FUNDS-REGISTERED TRADEMARK-
INVESTMENT SUBADVISORY AGREEMENT
FEE AGREEMENT

This fee agreement is made as of the 31st day of May, 1997 by and between
Norwest Investment Management, Inc. (the "Adviser") and
(the "Subadviser").

WHEREAS, the parties and Norwest Advantage Fund (the "Trust") have entered
into an Investment Subadvisory Agreement ("Subadvisory Agreement") whereby the
Subadviser provides investment management advice to each series of the Trust as
listed in Appendix A to the Subadvisory Agreement (each a "Fund" and
collectively the "Funds");

WHEREAS, the Subadvisory Agreement provides that the fees to be paid to the
Subadviser are to be as agreed upon in writing by the parties.

NOW THEREFORE, the parties agree that the fees to be paid to the Subadviser
under the Subadvisory Agreement shall be calculated as follows on a monthly
basis by applying the following annual percentage rates per Fund:

provided, however, that no fee shall be paid by the Adviser to the Subadviser
for its services on behalf of a Fund from the date hereof until the date on
which shareholders of the Fund approve the Subadvisory Agreement among the
Trust, Norwest and the Subadviser.

The net assets under management against which the foregoing fees are to be
applied is the month-end average of net assets, determined at the end of each
month by dividing the sum of the average net assets managed by the Subadviser at
the end of each week during the month by the number of weeks ended during the
calendar month. The assets for each weekly period are determined by averaging
the net assets under management at the close of each business day for each
business day in the week that this Agreement is in effect. If this Agreement
becomes effective subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of the total number
of days in such month. During any period when the determination of net asset
value is suspended, the average net asset value for the last day prior to such
suspension shall for this purpose be deemed to be the average net asset value at
the close of each succeeding week until it is again determined.

The foregoing fee schedule shall remain in effect until changed in writing
by the parties.

NORWEST INVESTMENT MANAGEMENT, INC.

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

By: P. Jay Kiedrowski

PRESIDENT

[NAME OF SUBADVISER]

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

By: [Name]

[TITLE]

C-4
<PAGE>
NORWEST ADVANTAGE FUNDS
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A-1
GALLIARD CAPITAL MANAGEMENT, INC.

<TABLE>
<CAPTION>
FEE AS A % OF THE
ANNUAL AVERAGE DAILY
INVESTMENT STYLE FUND NET ASSETS OF THE FUND
- ---------------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>

stable income style Stable Income Fund not to exceed 0.30%
Conservative Balanced Fund
Moderate Balanced Fund

managed fixed income style Diversified Bond Fund not to exceed 0.35%
Conservative Balanced Fund
Moderate Balanced Fund
Growth Balanced Fund
</TABLE>

C-A-1
<PAGE>
NORWEST ADVANTAGE FUNDS
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A-2
PEREGRINE CAPITAL MANAGEMENT, INC.

large company growth style Conservative Balanced Fund not to exceed 0.65%
Moderate Balanced Fund
Growth Balanced Fund
Diversified Equity Fund
Growth Equity Fund
Large Company Growth Fund

small company growth style Conservative Balanced Fund not to exceed 0.90%
Moderate Balanced Fund
Growth Balanced Fund
Diversified Equity Fund
Growth Equity Fund
Small Company Growth Fund

positive return style Diversified Bond Fund not to exceed 0.35%
Conservative Balanced Fund
Moderate Balanced Fund
Growth Balanced Fund
</TABLE>

C-A-2
<PAGE>
NORWEST ADVANTAGE FUNDS
INVESTMENT SUBADVISORY AGREEMENT
APPENDIX A-3
UNITED CAPITAL MANAGEMENT

<TABLE>
<CAPTION>
FEE AS A % OF THE
AVERAGE ANNUAL DAILY
INVESTMENT STYLE FUND NET ASSETS OF THE FUND
- ---------------------------------------- ---------------------------------------- ----------------------------------------
<S> <C> <C>

total return bond style Diversified Bond Fund not to exceed 0.35%
Total Return Bond Fund
Conservative Balanced Fund
Moderate Balanced Fund
Growth Balanced Fund

contrarian stock style Contrarian Stock Fund not to exceed an amount equal to 0.80%
of the first $300 million of the Fund's
average daily net assets, 0.76% of the
next $400 million of the Fund's average
daily net assets and 0.72% of the
remaining average daily net assets of
the Fund.
</TABLE>

C-A-3
<PAGE>
[LOGO]

Shareholder Services
Minneapolis/St. Paul 667-8833
Elsewhere 800-338-1348

Norwest Bank Minnesota, N.A.
Investment Adviser
Transfer Agent
Custodian

Forum Financial Services, Inc.
Manager and Distributor

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Introduction........................................ 1
Proposal One: Election of Trustees.................. 3
Proposal Two: Ratification of Auditors.............. 5
Proposal Three: Approval of amendments to certain
investment policies to permit a Fund to invest in
one or more investment companies and related
amendments to the Fund's advisory agreement........ 5
Proposal Four: Approval of changes to certain Funds'
current advisory fee structure, including payment
to Norwest of an asset allocation fee.............. 18
Proposal Five: Approval of changes to the Cash
Investment Fund's advisory fee structure related to
the investment of the Fund's assets in two
investment companies............................... 26
Proposal Six: Approval of a Subadvisory Agreement
with Galliard Capital Management, Inc.............. 30
Proposal Seven: Approval of a Subadvisory Agreement
with Peregrine Capital Management, Inc............. 32
Proposal Eight: Approval of a Subadvisory Agreement
with United Capital Management..................... 34
Proposal Nine: Approval of amendments to certain
Funds' investment objectives....................... 36
Other Matters....................................... 37
Appendix A (Form of Investment Advisory
Agreement)......................................... A-1
Appendix B (Fundamental Policies)................... B-1
Appendix C (Form of Subadvisory Agreement).......... C-1
</TABLE>
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9163
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
DIVERSIFIED BOND FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Diversified Bond Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The Shares represented by this Proxy will be voted in accordance with the
specifications made by the undersigned. If no specifications are made, such
Shares will be voted FOR the election of all nominees for Trustee, FOR Proposals
Two and Three and FOR each other Proposal applicable to the Fund.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two through Nine, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORDBF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--DIVERSIFIED BOND FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's name on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

3. To approve amendments to certain fundamental investment policies to permit
the Fund to invest all or a portion of its assets in one or more investment
companies and related amendments to the Fund's investment advisory
agreement.

FOR AGAINST ABSTAIN
/ / / / / /

4. To approve changes to the Fund's current advisory fee structure, including
payment to Norwest Bank Minnesota, N.A. of a fee for asset allocation
services.

FOR AGAINST ABSTAIN
/ / / / / /

6. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Galliard Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

8. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
United Capital Management and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

9. To approve an amendment to the Fund's investment objective.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
CASH INVESTMENT FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Cash Investment Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Five, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORCIF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--CASH INVESTMENT FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

FOR AGAINST ABSTAIN
/ / / / / /
5. To approve changes to the Fund's investment advisory fee structure related
to the investment of the Fund's assets in two other investment companies.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
READY CASH INVESTMENT FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Ready Cash Investment Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORRCI KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--READY CASH INVESTMENT FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
U.S. GOVERNMENT FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of U.S. Government Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORUSG KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--U.S. GOVERNMENT FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
TREASURY FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Treasury Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Norwest Advantage Funds (the "Trust") to be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30, 1997, and at
any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORTRF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--TREASURY FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
MUNICIPAL MONEY MARKET FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Municipal Money Market Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORMMM KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--MUNICIPAL MONEY MARKET FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
STABLE INCOME FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Stable Income Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Norwest Advantage Funds (the "Trust") to be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30, 1997, and at
any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Six, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORSIF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--STABLE INCOME FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

6. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Galliard Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
INTERMEDIATE GOVERNMENT INCOME FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Intermediate Government Income
Fund (the "Fund") registered in the name of the undersigned at the Special
Meeting of Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to
be held at the offices of the Trust's manager and distributor, Forum Financial
Services, Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on
April 30, 1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORIGI KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--INTERMEDIATE GOVERNMENT INCOME FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
SMALL COMPANY GROWTH FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Small Company Growth Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three, Seven and Nine, checking the box
labeled ABSTAIN will result in the Shares covered by the Proxy being treated as
if they were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORSCG KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--SMALL COMPANY GROWTH FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

9. To approve an amendment to the Fund's investment objective.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
DIVERSIFIED EQUITY FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Diversified Equity Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three, Four and Seven, checking the box
labeled ABSTAIN will result in the Shares covered by the Proxy being treated as
if they were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORDEF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--DIVERSIFIED EQUITY FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

4. To approve changes to the Fund's current advisory fee structure, including
payment to Norwest Bank Minnesota, N.A. of a fee for asset allocation
services.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
GROWTH EQUITY FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Growth Equity Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Norwest Advantage Funds (the "Trust") to be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30, 1997, and at
any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three, Four and Seven, checking the box
labeled ABSTAIN will result in the Shares covered by the Proxy being treated as
if they were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORGEF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--GROWTH EQUITY FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

3. To approve amendments to certain fundamental investment policies to permit
a Fund to invest all or a portion of its assets in one or more investment
companies and related amendments to the Fund's investment advisory
agreement.

FOR AGAINST ABSTAIN
/ / / / / /

4. To approve changes to the Fund's current advisory fee structure, including
payment to Norwest Bank Minnesota, N.A., of a fee for asset allocation
services.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
CONSERVATIVE BALANCED FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Conservative Balanced Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two through Eight, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORCBF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--CONSERVATIVE BALANCED FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

4. To approve changes to the Fund's current advisory fee structure, including
payment to Norwest Bank Minnesota, N.A. of a fee for asset allocation
services.

FOR AGAINST ABSTAIN
/ / / / / /

6. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Galliard Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

8. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
United Capital Management and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
MODERATE BALANCED FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Moderate Balanced Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two through Eight, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORMBF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--MODERATE BALANCED FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

4. To approve changes to the Fund's current advisory fee structure, including
payment to Norwest Bank Minnesota, N.A. of a fee for asset allocation
services.

FOR AGAINST ABSTAIN
/ / / / / /

6. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Galliard Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

8. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
United Capital Management and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
GROWTH BALANCED FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Growth Balanced Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two through Eight, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORGBF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--GROWTH BALANCED FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

4. To approve changes to the Fund's current advisory fee structure, including
payment to Norwest Bank Minnesota, N.A. of a fee for asset allocation
services.

FOR AGAINST ABSTAIN
/ / / / / /

6. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Galliard Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

8. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
United Capital Management and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
INCOME FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Income Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Norwest Advantage Funds (the "Trust") to be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30, 1997, and at
any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Nine, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORINF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--INCOME FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

9. To approve an amendment to the Fund's investment objective.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
TOTAL RETURN BOND FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Total Return Bond Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Eight, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORTRF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--TOTAL RETURN BOND FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

8. To approve a subadvisory agreement among Norwest Bank Minnesota, N.A.,
United Capital Management and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
LIMITED TERM TAX-FREE FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Limited Term Tax-Free Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORLTT KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--LIMITED TERM TAX-FREE FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
TAX-FREE INCOME FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Tax-Free Income Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORTFI KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--TAX-FREE INCOME FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
COLORADO TAX-FREE FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Colorado Tax-Free Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORCTF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--COLORADO TAX-FREE FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
MINNESOTA TAX-FREE FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Minnesota Tax-Free Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORMTF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--MINNESOTA TAX-FREE FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
INDEX FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Index Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Norwest Advantage Funds (the "Trust") to be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30, 1997, and at
any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORIXF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--INDEX FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
INCOME EQUITY FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Income Equity Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Norwest Advantage Funds (the "Trust") to be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30, 1997, and at
any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Nine, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORIEF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--INCOME EQUITY FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

9. To approve an amendment to the Fund's investment objective.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
VALUGROWTH STOCK FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of ValuGrowth Stock Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Nine, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORVGS KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--VALUGROWTH STOCK FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

9. To approve an amendment to the Fund's investment objective.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
LARGE COMPANY GROWTH FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Large Company Growth Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Seven, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORLCG KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--LARGE COMPANY GROWTH FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

7. To approve subadvisory agreements among Norwest Bank Minnesota, N.A.,
Peregrine Capital Management, Inc., and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
SMALL COMPANY STOCK FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Small Company Stock Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORSCS KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--SMALL COMPANY STOCK FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
SMALL CAP OPPORTUNITIES FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Small Cap Opportunities Fund
(the "Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORSCO KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--SMALL CAP OPPORTUNITIES FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
CONTRARIAN STOCK FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of Contrarian Stock Fund (the
"Fund") registered in the name of the undersigned at the Special Meeting of
Shareholders ("Meeting") of Norwest Advantage Funds (the "Trust") to be held at
the offices of the Trust's manager and distributor, Forum Financial Services,
Inc., Two Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30,
1997, and at any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two, Three and Eight, checking the box labeled
ABSTAIN will result in the Shares covered by the Proxy being treated as if they
were voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORCSF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--CONTRARIAN STOCK FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

8. To approve subadvisory agreements among Norwest Bank Minnesota, N.A.,
United Capital Management and the Trust, on behalf of the Fund.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date
<PAGE>

[LOGO]

PROXY SERVICES
P.O. BOX 9148
FARMINGDALE, NY 11735

NORWEST ADVANTAGE FUNDS
INTERNATIONAL FUND

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints Catherine S.
Wooledge, Thomas G. Sheehan and David I. Goldstein, and each of them, attorneys
and proxies of the undersigned, each with power of substitution to vote all of
the shares of beneficial interest ("Shares") of International Fund (the "Fund")
registered in the name of the undersigned at the Special Meeting of Shareholders
("Meeting") of Norwest Advantage Funds (the "Trust") to be held at the offices
of the Trust's manager and distributor, Forum Financial Services, Inc., Two
Portland Square, Portland, Maine 04101 at 10:00 a.m. on April 30, 1997, and at
any adjournment or adjournments thereof.

The undersigned acknowledges receipt of this Proxy Statement dated April 1,
1997 for the Meeting.

PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE

In voting on each of Proposals Two and Three, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated as if they were
voted AGAINST the Proposal.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: /X/

NORITF KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

NORWEST ADVANTAGE FUNDS--INTERNATIONAL FUND

VOTE ON TRUSTEES

1. Election of Trustees: 1) Robert C. Brown, 2) Donald H. Burkhardt, 3) James
C. Harris, 4) John Y. Keffer, 5) Richard M. Leach, 6) John S. McCune, 7)
Timothy J. Penny and 8) Donald C. Willeke

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
/ / / / / /

To withhold authority to vote, mark "For All Except" and write the
nominee's number on the line below.

______________________________________________________________________

VOTE ON PROPOSALS

2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
the Trust for the fiscal year ending May 31, 1997.

FOR AGAINST ABSTAIN
/ / / / / /

/ /
Signature [PLEASE SIGN WITHIN BOX] Date

/ /
Signature (if Shares held jointly) Date