NORWEST ADVANTAGE FUNDS /ME/
497, 1999-03-05
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                             NORWEST ADVANTAGE FUNDS

                               INSTITUTIONAL FUNDS

                         Supplement Dated March 1, 1999
         to Prospectus Dated October 1, 1998 as Amended December 1, 1998

                 This supplement applies to the following Funds


         STRATEGIC INCOME FUND                        DIVERSIFIED EQUITY FUND
         MODERATE BALANCED FUND                       GROWTH EQUITY FUND
         GROWTH BALANCED FUND                         DIVERSIFIED SMALL CAP FUND
         AGGRESSIVE BALANCED-EQUITY FUND              SMALL COMPANY STOCK FUND  

                        I. INTERNATIONAL EQUITY PORTFOLIO

     Strategic  Income Fund,  Moderate  Balanced  Fund,  Growth  Balanced  Fund,
Aggressive  Balanced-Equity Fund, Diversified Equity Fund and Growth Equity Fund
invest in  Portfolios  (as  defined  in the  Prospectus).  Each of the Funds now
invests in  International  Equity Portfolio in addition to the Portfolios in the
Prospectus.  The Portfolio is advised by Wells Fargo Bank ("WFB") and subadvised
by  Wells  Capital  Management  Incorporated  ("WCM"),  affiliates  of  Norwest.
References in the Prospectus to the "Adviser" include, as applicable, references
to WFB and references to "Subadviser" include, as applicable, references to WCM.

         a.    INVESTMENT  OBJECTIVE  AND  POLICY.  The  following  is  inserted
immediately  preceding the section entitled "Schroder EM Core Portfolio" on Page
55:

          INTERNATIONAL  EQUITY  PORTFOLIO.  The Portfolio seeks long term total
          return,  with  an  emphasis  on  capital   appreciation, by  investing
          primarily in equity  securities  of foreign  companies.  The Portfolio
          invests  at least 80% of its  assets  in a  diversified  portfolio  of
          common  stock of  companies  located or  operating  in  developed  and
          emerging  markets.  It is  expected  that the  securities  held by the
          Portfolio  will be traded on a stock  exchange or other  market in the
          country in which the  issuer is based,  but they also may be traded in
          other  countries,  including the United  States.  The  Portfolio  must
          invest  its  assets  in the  securities  of at  least  five  different
          countries other than the United States.  The Portfolio may also invest
          in American  Depositary  Receipts,  European Depositary  Receipts,  or
          other  similar  instruments  convertible  into  securities  of foreign
          issuers.

          The Adviser  uses a  fundamentals-driven,  value-oriented  analysis to
          identify companies with above-average  potential for long-term growth.
          The  Adviser  considers  a company's  historical  performance  and its
          projected  future  earnings.  The  Adviser  also  considers  other key
          criteria  such as a company's  local,  regional  or global  franchise;
          history of effective management demonstrated by expanding revenues and
          earnings growth; prudent financial and accounting policies and ability
          to take advantage of a changing  business  environment.  In allocating
          among countries,  regions and industry sectors,  the Adviser considers
          economic growth  prospects,  monetary and fiscal  policies,  political
          stability, currency trends, market liquidity and investor sentiment.

    Currency Rate Risk           Foreign Risk      Geographic Concentration Risk
    Leverage Risk                Market Risk

         b.  ADVISER,  SUBADVISER  AND  PORTFOLIO  MANAGERS.  The  following  is
inserted   immediately   following  the  paragraph  entitled  "Schroder  Capital
Management International Inc." on Page 60:

         WELLS FARGO BANK, or WFB, is the investment  adviser for  International
         Equity Portfolio.  In this capacity, WFB makes investment decisions for
         and administers the Portfolio's  investment  program.  WFB's address is
         525 Market Street, San Francisco, CA 94105.

<PAGE>

         The following is inserted immediately  following the paragraph entitled
"Smith Asset Management Group, L.P." on page 60:

         WELLS  CAPITAL   MANAGEMENT   INCORPORATED,   or  WCM,  a  wholly-owned
         subsidiary  of WFB,  is the  investment  Subadviser  for  International
         Equity Portfolio.  WCM provides investment advisory services to various
         bank and thrift institutions,  investment companies, pension and profit
         sharing  plans,  trusts,  estates,   corporations  and  other  business
         entities.   WCM's  address  is  525  Market  Street,  10th  Floor,  San
         Francisco, CA 94105.

         The following is inserted immediately preceding the subsection entitled
"Schroder EM Core Portfolio" on Pages 64, 66 and 68:

         PORTFOLIO:                INTERNATIONAL EQUITY PORTFOLIO
         SUBADVISER:               WCM
         PORTFOLIO MANAGERS:       Katherine Schapiro, CFA (1999) and Stacey Ho,
                                       CFA (1999)
         ADVISORY FEE:             1.20%

         The following is inserted  immediately  preceding the section  entitled
"Dormant Investment Advisory Arrangements" on Page 72:

          Wells Fargo Portfolio Managers:

          STACEY HO, CFA,  associated  with WCM since 1997. Ms. Ho is co-manager
          for the international  equity portfolios and funds. Prior thereto, she
          was a senior  portfolio  manager at Clemente  Capital  Management  and
          prior thereto,  managed Japanese and U.S. equity  portfolios at Edison
          International.

          KATHERINE SCHAPIRO,  CFA, associated with WFB since 1992. Prior to her
          association  with WFB, she was a vice  president  and fund manager for
          Newport Pacific Management,  an international investment advisory firm
          based in San  Francisco.  Ms.  Schapiro is  President  of the Security
          Analysts of San Francisco.

     c. ALLOCATION OF ASSETS TO INTERNATIONAL  EQUITY  PORTFOLIO.  The following
table sets forth the current allocations of each Fund in the International style
and in the  international  Portfolios.  The table also lists the applicable page
number in the Prospectus and the number of Portfolios in which the Fund invests.

<TABLE>
<S>                  <C>             <C>          <C>                 <C>            <C>                 <C>       
- -------------------------------------------------------------------------------------------------------------------
                                               INTERNATIONAL     INTERNATIONAL    INTERNATIONAL      SCHRODER EM
                                                   STYLE           PORTFOLIO     EQUITY PORTFOLIO  CORE PORTFOLIO
                                             ----------------------------------------------------------------------
                                             ----------------------------------------------------------------------
FUND NAME           (PAGE          PORTFOLIOS  %     % RANGE     %     % RANGE     %     % RANGE    %     % RANGE
                  NUMBERS)
- -------------------------------------------------------------------------------------------------------------------
Moderate Balanced                     16       6     3.8-8.3     4.4   2.3-6.4    1.4    0.8-1.9   0.2     0-1.3
(39-40)
Growth Balanced   (40-41)             15      9.8    6.8-12.8    7.2   4.2-9.9    2.2    1.5-2.9   0.4      0-2
Aggressive Balanced-Equity            15      12       9-15      8.8   5.6-11.6   2.7     2-3.4    0.5     0-2.3
(41-42)
Diversified Equity                    12      15    13.5-16.5   11.0   8.1-13.1   3.4    1.9-4.9   0.6     0-2.6
(44-45)
Growth Equity     (45-46)             9       30      28-32     22.1   17-25.3    6.8    4.8-8.8   1.2     0-5.1
- ---------------------------------- --------- ------ ----------- ------ --------- ------ ---------- ----- ----------
</TABLE>

                        II. SMALL COMPANY STOCK PORTFOLIO

     Strategic  Income Fund,  Moderate  Balanced  Fund,  Growth  Balanced  Fund,
Aggressive  Balanced-Equity  Fund,  Diversified Equity Fund, Growth Equity Fund,
Diversified  Small Cap Fund and Small Company Stock Fund invest in Small Company
Stock   Portfolio.   All  references  in  the  prospectus  to  Crestone  Capital
Management,  Inc.  (subadviser  of Small  Company Stock  Portfolio)  and to Kirk
McCown of Crestone, the portfolio manager of the Portfolio, are deleted.

<PAGE>

         The portfolio  manager for Small Company Stock  Portfolio (as described
on page 70) has been changed.  The  following  replaces,  in its  entirety,  the
subsection  beginning  "Portfolio:  Small  Company  Stock  Portfolio"  under the
sections  entitled  "Strategic  Income Fund,"  "Moderate  Balanced Fund,  Growth
Balanced  Fund,  Aggressive  Balanced-Equity  Fund,"  "Diversified  Equity Fund,
Growth Equity Fund," "Diversified Small Cap Fund" and "Small Company Stock Fund"
in the tables on Pages 64 to 69:

         PORTFOLIO:                 SMALL COMPANY STOCK PORTFOLIO
         PORTFOLIO MANAGERS:        Kenneth Lee (1999) and Thomas Zeifang (1999)
         ADVISORY FEE:              0.90%

         The   following  is  inserted  in  the  section   entitled   "Portfolio
Managers-Norwest Portfolio Managers" on Page 70:

         KENNETH LEE,  associated with Norwest or its affiliates since 1999. Mr.
         Lee  also  provides   fundamental   security   analysis  and  portfolio
         management at WCM. He has been  associated  with WCM or its  affiliates
         since 1993.

         THOMAS ZEIFANG,  associated with Norwest or its affiliates  since 1999.
         Mr.  Zeifang also is a portfolio  manager at WCM, with whom he has been
         associated  since 1995. Prior to 1995, he served as an analyst at Fleet
         Investment Advisors.

<PAGE>



                             NORWEST ADVANTAGE FUNDS

    GROWTH BALANCED FUND                       LARGE COMPANY GROWTH FUND
    INCOME EQUITY FUND                         DIVERSIFIED SMALL CAP FUND
    VALUGROWTHSM STOCK FUND                    SMALL COMPANY STOCK FUND
    DIVERSIFIED EQUITY FUND                    SMALL CAP OPPORTUNITIES FUND
    GROWTH EQUITY FUND                         INTERNATIONAL FUND

                         A SHARES - B SHARES - C SHARES

                         Supplement Dated March 1, 1999
                       to Prospectus Dated October 1, 1998

                        I. INTERNATIONAL EQUITY PORTFOLIO

     Growth Balanced Fund, Diversified Equity Fund and Growth Equity Fund invest
in Portfolios (as defined in the  Prospectus).  Each of the Funds now invests in
International  Equity Portfolio in addition to the Portfolios in the Prospectus.
The  Portfolio  is advised by Wells Fargo Bank ("WFB") and  subadvised  by Wells
Capital Management  Incorporated ("WCM"),  affiliates of Norwest.  References in
the Prospectus to the "Adviser"  include,  as applicable,  references to WFB and
references to "Subadviser" include, as applicable, references to WCM.

a.  INVESTMENT  OBJECTIVE  AND POLICY.  The  following  is inserted  immediately
preceding the section entitled "Investment  Objectives and  Policies-Description
of Portfolios-Schroder EM Core Portfolio" on Page 36:

          INTERNATIONAL  EQUITY  PORTFOLIO.  The Portfolio seeks long term total
          return,  with  an  emphasis  on  capital  appreciation,  by  investing
          primarily in equity  securities  of foreign  companies.  The Portfolio
          invests  at least 80% of its  assets  in a  diversified  portfolio  of
          common  stock of  companies  located or  operating  in  developed  and
          emerging  markets.  It is  expected  that the  securities  held by the
          Portfolio  will be traded on a stock  exchange or other  market in the
          country in which the  issuer is based,  but they also may be traded in
          other  countries,  including the United  States.  The  Portfolio  must
          invest  its  assets  in the  securities  of at  least  five  different
          countries other than the United States.  The Portfolio may also invest
          in American  Depositary  Receipts,  European Depositary  Receipts,  or
          other  similar  instruments  convertible  into  securities  of foreign
          issuers.

          The Adviser  uses a  fundamentals-driven,  value-oriented  analysis to
          identify companies with above-average  potential for long-term growth.
          The  Adviser  considers  a company's  historical  performance  and its
          projected  future  earnings.  The  Adviser  also  considers  other key
          criteria  such as a company's  local,  regional  or global  franchise;
          history of effective management demonstrated by expanding revenues and
          earnings growth; prudent financial and accounting policies and ability
          to take advantage of a changing  business  environment.  In allocating
          among countries,  regions and industry sectors,  the Adviser considers
          economic growth  prospects,  monetary and fiscal  policies,  political
          stability, currency trends, market liquidity and investor sentiment.

Currency Rate Risk              Foreign Risk       Geographic Concentration Risk
Leverage Risk                   Market Risk

b.  ADVISER,  SUBADVISER  AND  PORTFOLIO  MANAGERS.  The  following  is inserted
immediately  following  the  paragraph  entitled  "Schroder  Capital  Management
International Inc." on Page 40:

         WELLS FARGO BANK, or WFB, is the investment  adviser for  International
         Equity Portfolio.  In this capacity, WFB makes investment decisions for
         and administers the Portfolio's  investment  program.  WFB's address is
         525 Market Street, San Francisco, CA 94105.

         The following is inserted immediately  following the paragraph entitled
"Smith Asset Management Group, L.P." on page 40:

<PAGE>

         WELLS  CAPITAL   MANAGEMENT   INCORPORATED,   or  WCM,  a  wholly-owned
         subsidiary  of WFB,  is the  investment  Subadviser  for  International
         Equity Portfolio.  WCM provides investment advisory services to various
         bank and thrift institutions,  investment companies, pension and profit
         sharing  plans,  trusts,  estates,   corporations  and  other  business
         entities.   WCM's  address  is  525  Market  Street,  10th  Floor,  San
         Francisco, CA 94105.

         The following is inserted immediately preceding the subsection entitled
"Schroder EM Core Portfolio" on Pages 42 and 44:

         PORTFOLIO:                INTERNATIONAL EQUITY PORTFOLIO
         SUBADVISER:               WCM
         PORTFOLIO MANAGERS:       Katherine Schapiro, CFA (1999) and Stacey Ho,
                                      CFA (1999)
         ADVISORY FEE:             1.20%

         The following is inserted  immediately  preceding the section  entitled
"Dormant Investment Advisory Arrangements" on Page 47:

          Wells Fargo Portfolio Managers:

          STACEY HO, CFA,  associated  with WCM since 1997. Ms. Ho is co-manager
          for the international  equity portfolios and funds. Prior thereto, she
          was a senior  portfolio  manager at Clemente  Capital  Management  and
          prior thereto,  managed Japanese and U.S. equity  portfolios at Edison
          International.

          KATHERINE SCHAPIRO,  CFA, associated with WFB since 1992. Prior to her
          association  with WFB, she was a vice  president  and fund manager for
          Newport Pacific Management,  an international investment advisory firm
          based in San  Francisco.  Ms.  Schapiro is  President  of the Security
          Analysts of San Francisco.

     c. ALLOCATION OF ASSETS TO INTERNATIONAL  EQUITY  PORTFOLIO.  The following
table sets forth the current allocations of each Fund in the International style
and in the  international  Portfolios.  The table also lists the applicable page
number in the Prospectus and the number of Portfolios in which the Fund invests.

<TABLE>
<S>                   <C>             <C>         <C>                 <C>            <C>                 <C>       
- -------------------------------------------------------------------------------------------------------------------
                                               INTERNATIONAL     INTERNATIONAL    INTERNATIONAL      SCHRODER EM
                                                   STYLE           PORTFOLIO     EQUITY PORTFOLIO  CORE PORTFOLIO
                                             ----------------------------------------------------------------------
                                             ----------------------------------------------------------------------
FUND NAME          (PAGE NUMBERS)  PORTFOLIOS  %     % RANGE     %     % RANGE     %     % RANGE    %     % RANGE
- -------------------------------------------------------------------------------------------------------------------
Growth Balanced   (21)                15      9.8    6.8-12.8    7.2   4.2-9.9    2.2    1.5-2.9   0.4      0-2
Diversified Equity         (24)       12      15    13.5-16.5   11.0   8.1-13.1   3.4    1.9-4.9   0.6     0-2.6
Growth Equity     (25)                9       30      28-32     22.1   17-25.3    6.8    4.8-8.8   1.2     0-5.1
- ---------------------------------- --------- ------ ----------- ------ --------- ------ ---------- ----- ----------
</TABLE>
                        II. SMALL COMPANY STOCK PORTFOLIO

     Growth  Balanced  Fund,   Diversified  Equity  Fund,  Growth  Equity  Fund,
Diversified  Small Cap Fund and Small Company Stock Fund invest in Small Company
Stock  Portfolio.  The portfolio  manager for Small Company Stock  Portfolio (as
described on page 46) has been  changed.  All  references  in the  Prospectus to
Crestone Capital Management,  Inc. (Subadviser of Small Company Stock Portfolio)
and to Kirk McCown of Crestone,  the  portfolio  manager of the  Portfolio,  are
deleted.  The following  replaces,  in its entirety,  the  subsection  beginning
"Portfolio:  Small Company Stock Portfolio" under the sections  entitled "Growth
Balanced  Fund,"  "Diversified  Equity Fund," Growth Equity Fund,"  "Diversified
Small Cap Fund" and "Small Company Stock Fund" in the tables on Pages 42 to 45:

        PORTFOLIO:                  SMALL COMPANY STOCK PORTFOLIO
        PORTFOLIO MANAGERS:         Kenneth Lee (1999) and Thomas Zeifang (1999)
        ADVISORY FEE:               0.90%

<PAGE>

         The following is inserted in the section entitled  "Portfolio  Managers
- -- Norwest Portfolio Managers" on Pages 46-47:

         KENNETH LEE,  associated with Norwest or its affiliates since 1999. Mr.
         Lee  also  provides   fundamental   security   analysis  and  portfolio
         management at WCM, with whom he has been associated since 1995.

         THOMAS ZEIFANG,  associated with Norwest or its affiliates  since 1999.
         Mr.  Zeifang also is a portfolio  manager at WCM, with whom he has been
         associated  since 1995. Prior to 1995, he served as an analyst at Fleet
         Investment Advisors.

                           III. VALUGROWTH STOCK FUND

         The portfolio  manager for ValuGrowth  Stock Fund (as described on page
46) was changed effective  December 1, 1998. All references in the Prospectus to
David S. Lunt,  the portfolio  manager of the Fund,  are deleted.  The following
replaces, in its entirety,  the section entitled "ValuGrowth Stock Fund" on Page
43:

    VALUGROWTH STOCK FUND
    PORTFOLIO MANAGER:             Charles J. Meyer, CFA (1998)
    ADVISORY FEE:                  0.80% - first $300 million; 0.76% - next $400
                                        million; 0.72% - remaining

         The following is inserted in the section entitled  "Portfolio  Managers
- -- Norwest Portfolio Managers" on Page 46:

          CHARLES J. MEYER, CFA, associated with Norwest or its affiliates since
          1998. Mr. Meyer is a Director -  Institutional  Portfolio  Management.
          From 1992 to 1998, Mr. Meyer was a portfolio manager for Montana Board
          of Investments.

                                IV. MISCELLANEOUS

         The following replaces, in its entirety,  the last subsection under the
section entitled "Diversified Small Cap Fund" on Page 45:

         PORTFOLIO:                       SMALL CAP VALUE PORTFOLIO
         SUBADVISER:                      SMITH
         PORTFOLIO MANAGER:               Stephen S. Smith, CFA (1997)
         ADVISORY FEE:                    0.95%

         The following replaces,  in its entirety,  the first sentence under the
section entitled "Conversion Feature" on Page 50:

         B Shares will automatically convert to A Shares 7 years from the end of
the calendar month in which the Fund accepted your purchase.




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