NORWEST ADVANTAGE FUNDS /ME/, DEFS14A, 1999-06-02

NORWEST ADVANTAGE FUNDS /ME/
DEFS14A, 1999-06-02

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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 Section240.14a-11(c) or
Section240.14a-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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / 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:
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<PAGE>
IMPORTANT NOTICE: PLEASE COMPLETE THE
ENCLOSED PROXY BALLOT AND RETURN IT AS
SOON AS POSSIBLE. FOR YOUR CONVENIENCE, YOU
MAY VOTE BY CALLING THE TOLL-FREE NUMBER PRINTED
ON YOUR PROXY BALLOT 24 HOURS/DAY. IF YOU HAVE
ANY QUESTIONS, YOU MAY CALL D.F. KING & CO., INC.
TOLL-FREE FROM 6:00 A.M. TO 7:00 P.M. (PACIFIC TIME) AT 1-800-326-3066.
YOU ALSO MAY VOTE BY FAXING YOUR PROXY BALLOT TO
D.F. KING & CO., INC. AT 1-212-269-2796 OR BY INTERNET AT
WWW.PROXYVOTE.COM. A CONFIRMATION OF YOUR TELEPHONE
OR FAXED VOTE WILL BE MAILED TO YOU.

NORWEST ADVANTAGE FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101

June 1, 1999

Dear Valued Shareholder:

We are seeking your approval of a proposed reorganization of your Norwest
Advantage Fund into a new Fund of Wells Fargo Funds Trust. The proposed
reorganization is part of a larger plan to consolidate the Stagecoach Fund and
Norwest Advantage Fund families, following last November's merger of Wells Fargo
& Company and Norwest Corporation. Currently, the Stagecoach Funds and Norwest
Advantage Funds are organized in two different legal entities. In a separate
proxy statement, the Stagecoach Funds also are seeking approval from their
shareholders for the proposed reorganization of the Stagecoach Funds into new
Funds of the Wells Fargo Funds Trust.

By consolidating these Fund families into new entities, we expect to reduce
management and administrative inefficiencies arising from the operation of two
separate legal entities. We also will achieve increased market presence for the
new consolidated Fund family, which we believe will be advantageous for all Fund
shareholders.

WELLS FARGO BANK HAS AGREED TO PAY ALL EXPENSES OF THE REORGANIZATION SO
THAT SHAREHOLDERS WILL NOT BEAR THESE COSTS.

THE BOARD OF TRUSTEES OF THE NORWEST ADVANTAGE FUNDS HAS UNANIMOUSLY
APPROVED THE REORGANIZATION AND BELIEVES THAT IT IS IN THE BEST INTERESTS OF
SHAREHOLDERS AND THAT THE INTERESTS OF SHAREHOLDERS WILL NOT BE DILUTED AS A
RESULT OF THE REORGANIZATION. THE BOARD RECOMMENDS THAT YOU VOTE FOR THE
PROPOSAL AND APPROVE THE REORGANIZATION.

Under the reorganization, each of the Norwest Advantage Funds will transfer
all of its assets and liabilities to a Wells Fargo Trust Fund with the same
investment objectives and principal investment strategies. We will refer to
these Fund groups as the NAF Funds and the WF Funds and all of them together as
the Funds. We will refer to the Stagecoach Funds as the SC Funds. After the
reorganization, shareholders of the NAF Funds will hold shares of the
corresponding WF Fund having the same total value as the shares of the NAF Fund
that the shareholders held immediately before the reorganization.

WHAT ARE THE BENEFITS OF THE PROPOSED REORGANIZATION?

- The combined Fund families will provide investors with a wider array of
investment options and therefore more choices of available funds.

- The reorganization will be tax-free for all Funds, except for the Ready
Cash Investment Fund, and the shareholders of this Fund are not expected
to experience any tax consequences if the reorganization is approved.
<PAGE>
- By reducing the number of legal entities to one, the reorganization will
result in operating efficiencies for the Funds.

- Wells Fargo will pay all of the costs of the reorganization.

You do not need to make any changes to your investments now. We are
confident that you will be pleased with the choices in the new WF Fund family.

Please read the enclosed proxy materials and consider the information
presented. We encourage you to complete and mail your proxy card promptly. No
postage is necessary if you mail it in the United States. You also may send your
proxy to us by fax at 1-212-269-2796, or vote on the internet (http://
www.proxyvote.com) or by telephone at the toll-free number printed on your proxy
ballot. We encourage you to vote promptly.

Very truly yours,

/s/ John Y. Keffer
John Y. Keffer
President
Norwest Advantage Funds

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<PAGE>
DIVERSIFIED EQUITY FUND
PERFORMA DISCIPLINED GROWTH FUND
DIVERSIFIED SMALL CAP FUND
GROWTH EQUITY FUND
INDEX FUND
INTERNATIONAL FUND
LARGE COMPANY GROWTH FUND
SMALL CAP OPPORTUNITIES FUND
PERFORMA SMALL CAP VALUE FUND
SMALL COMPANY GROWTH FUND
WEALTHBUILDER II GROWTH PORTFOLIO
WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO
AGGRESSIVE BALANCED-EQUITY FUND
GROWTH BALANCED FUND
MODERATE BALANCED FUND
WEALTHBUILDER II GROWTH BALANCED PORTFOLIO
DIVERSIFIED BOND FUND
STABLE INCOME FUND
STRATEGIC INCOME FUND
COLORADO TAX-FREE FUND
LIMITED TERM TAX-FREE FUND
MINNESOTA INTERMEDIATE TAX-FREE FUND
MINNESOTA TAX-FREE FUND
READY CASH INVESTMENT FUND (Public Entities Shares)
TREASURY FUND

NORWEST ADVANTAGE FUNDS
TWO PORTLAND SQUARE
PORTLAND, ME 04101

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR AUGUST 5, 1999

This is the formal agenda for the Funds' special shareholder meeting. It
tells shareholders what matters will be voted on and the time and place of the
meeting.

To the Shareholders of Norwest Advantage Funds:

A special meeting of the shareholders will be held on August 5, 1999, at
10:00 a.m. (Eastern Time) at the office of Morrison & Foerster LLP, 2000
Pennsylvania Avenue, N.W., Suite 5500, Washington, D.C., to consider the
following:

1. A proposal to approve an Agreement and Plan of Reorganization for the
NAF Funds. Under this Agreement, the NAF Funds listed above will transfer
all of their assets and liabilities to a newly-created corresponding WF
Fund in exchange for shares of the WF Fund. These shares will be
distributed proportionately to the shareholders of the NAF Fund. The WF
Fund also would assume the liabilities of the NAF Fund.

2. Any other business that properly comes before the meeting.

Shareholders of record as of the close of business on May 6, 1999 are
entitled to vote at the meeting and any related follow-up meetings.

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<PAGE>
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
THE ENCLOSED PROXY CARD (VOTING INSTRUCTION CARD), OR VOTE ON THE INTERNET OR BY
TELEPHONE.

By Order of the Board of Trustees

David I. Goldstein
Secretary
Norwest Advantage Funds

June 1, 1999

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWNED ON THE RECORD DATE.

4
<PAGE>
DIVERSIFIED EQUITY FUND
PERFORMA DISCIPLINED GROWTH FUND
DIVERSIFIED SMALL CAP FUND
GROWTH EQUITY FUND
INDEX FUND
INTERNATIONAL FUND
LARGE COMPANY GROWTH FUND
SMALL CAP OPPORTUNITIES FUND
PERFORMA SMALL CAP VALUE FUND
SMALL COMPANY GROWTH FUND
WEALTHBUILDER II GROWTH PORTFOLIO
WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO
AGGRESSIVE BALANCED-EQUITY FUND
GROWTH BALANCED FUND
MODERATE BALANCED FUND
WEALTHBUILDER II GROWTH BALANCED PORTFOLIO
DIVERSIFIED BOND FUND
STABLE INCOME FUND
STRATEGIC INCOME FUND
COLORADO TAX-FREE FUND
LIMITED TERM TAX-FREE FUND
MINNESOTA INTERMEDIATE TAX-FREE FUND
MINNESOTA TAX-FREE FUND
READY CASH INVESTMENT FUND (Public Entities Shares)
TREASURY FUND

COMBINED PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS

INTRODUCTION

WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?

On March 25, 1999, the Board of Trustees approved a plan to reorganize the
NAF Funds into newly created WF Funds with the same investment objectives and
principal investment strategies. The proposed reorganization is part of a larger
plan to consolidate the SC Fund and NAF Fund families, following the merger of
Wells Fargo & Company and Norwest Corporation in November 1998. This proxy
statement contains the information shareholders should know before voting on the
proposed reorganization of the following NAF Funds into a corresponding WF Fund.

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<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
will reorganize into
NAF FUND WF FUND
- -------------------------------------------------------------------------------------------
<S> <C>
Diversified Equity Fund Diversified Equity Fund
Performa Disciplined Growth Fund Disciplined Growth Fund
Diversified Small Cap Fund Diversified Small Cap Fund
Growth Equity Fund Growth Equity Fund
Index Fund Index Fund
International Fund International Fund
Large Company Growth Fund Large Company Growth Fund
Small Cap Opportunities Fund Small Cap Opportunities Fund
Performa Small Cap Value Fund Small Cap Value Fund
Small Company Growth Fund Small Company Growth Fund
WealthBuilder II Growth Portfolio WealthBuilder II Growth Portfolio
WealthBuilder II Growth and Income Portfolio WealthBuilder II Growth and Income Portfolio
Aggressive Balanced-Equity Fund Aggressive Balanced-Equity Fund
Growth Balanced Fund Growth Balanced Fund
Moderate Balanced Fund Moderate Balanced Fund
WealthBuilder II Growth Balanced Portfolio WealthBuilder II Growth Balanced Portfolio
Diversified Bond Fund Diversified Bond Fund
Stable Income Fund Stable Income Fund
Strategic Income Fund Strategic Income Fund
Colorado Tax-Free Fund Colorado Tax-Free Fund
Limited Term Tax-Free Fund Limited Term Tax-Free Fund
Minnesota Intermediate Tax-Free Fund Minnesota Intermediate Tax-Free Fund
Minnesota Tax-Free Fund Minnesota Tax-Free Fund
Ready Cash Investment Fund (Public Entities Prime Investment Money Market Fund
Shares)
Treasury Fund 100% Treasury Money Market Fund
</TABLE>

HOW WILL THE REORGANIZATION WORK?

The reorganization will involve three steps:

- the transfer of the assets of each NAF Fund to a corresponding WF Fund in
exchange for shares of the WF Fund of equivalent value to the net assets
transferred;

6
<PAGE>
- the pro rata distribution of the WF Fund's shares to the shareholders of
record of the NAF Fund as of the effective date of the reorganization in
full redemption of those shareholders' shares in the NAF Fund; and

- the immediate liquidation and termination of the NAF Fund.

As a result of the reorganization, each shareholder of a NAF Fund will
instead hold shares of the corresponding WF Fund having the same total value as
the shares of the NAF Fund that they held immediately before the reorganization.
If a majority of the shares of one of the NAF Funds do not approve the
reorganization, the NAF Fund will not participate in the reorganization. In such
a case, the NAF Fund will continue its operations and its Trustees will consider
what further action is appropriate.

IS ADDITIONAL INFORMATION ABOUT THE FUNDS AVAILABLE?

Yes, additional information about the NAF Funds is available in:

- Prospectuses for the NAF and WF Funds;

- Statements of Additional Information, or SAIs, for the NAF and WF Funds;
and

- NAF Funds' Annual and Semi-Annual Reports to shareholders, which contain
financial information for the most recent periods.

All of this information is in documents filed with the Securities and
Exchange Commission. The financial statements contained in shareholder reports
are legally deemed to be part of this proxy statement. The shareholder reports
have been previously mailed to shareholders.

The WF Funds currently are not operating mutual funds nor do they have an
effective prospectus that contains a description of all of the new WF Funds.
They do, however, have a preliminary prospectus and Statement of Additional
Information. These documents are subject to completion and revision before
becoming effective with the SEC.

All of these documents are available through the SEC's web site at
www.sec.gov. You may find information about the WF Funds under Wells Fargo Funds
Trust and information about the NAF Funds under Norwest Advantage Funds, Inc.
Shareholders also may obtain these documents without charge by writing to or
calling:

Wells Fargo Funds Trust
P.O. Box 7066
San Francisco, CA 94120-7066
1-800-552-9612

There is an Agreement and Plan of Reorganization between the NAF Funds and
WF Funds that describes the technical details of how the reorganization will be
accomplished. Copies of this Agreement and Plan are available without charge by
writing to or calling us at the address or telephone number listed above.

It is expected that this Proxy Statement will be mailed to shareholders on
June 1, 1999.

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<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Introduction............................................................................................... 9

Description of the Proposal.............................................................................. 9

The Reasons for the Reorganization....................................................................... 9

The Effects of the Reorganization.......................................................................... 10

Comparison of Business Structures........................................................................ 10

Comparison of Investment Advisors and Advisory Fees...................................................... 11

Modernized and Streamlined Investment Policies and Restrictions.......................................... 11

Comparison of Fees and Expenses.......................................................................... 11

Other Information about the Proposed Reorganization........................................................ 14

Federal Income Tax Consequences.......................................................................... 14

More Information on Proxy Voting......................................................................... 14

Large Shareholders....................................................................................... 15

Matters Incorporated by Reference........................................................................ 18

EXHIBIT A: Fee Tables...................................................................................... 19

EXHIBIT B: Trustees of the Wells Fargo Funds Trust......................................................... 57

EXHIBIT C: Outstanding Shares.............................................................................. 58
</TABLE>

8
<PAGE>
INTRODUCTION

The Board of Trustees called this shareholder meeting to allow shareholders
to consider and vote on one proposal--the proposed reorganization of the NAF
Funds into WF Funds. We shall refer to this as the reorganization. Although
there is one proposal before shareholders of each Fund, the reorganization will
result in some changes common to all of the Funds and some changes that are
limited to particular Funds. Please be sure to read the entire proxy statement
and the attached exhibits to determine how the reorganization will affect your
particular Fund before casting your vote.

DESCRIPTION OF THE PROPOSAL

On March 25, 1999, the Board of Trustees of the NAF Funds unanimously voted
to approve the reorganization, subject to approval of the Funds' shareholders.
At the shareholder meeting, the shareholders of the NAF Funds will be asked to
approve the proposed reorganization of the NAF Funds into corresponding WF
Funds. The reorganization will include the transfer of all assets and
liabilities of each NAF Fund to a corresponding WF Fund. Each NAF Fund
shareholder will receive shares of a comparable class of the WF Fund having the
same total value as the shares of the NAF Fund in which the shareholder
invested. If approved by shareholders, the reorganization is expected to occur
in September 1999.

The investment objectives and principal investment strategies of each Fund
will remain the same. The WF Funds differ in some respects from the NAF Funds.
These differences are described in general terms below.

THE REASONS FOR THE REORGANIZATION

The reorganization is part of a larger plan to consolidate the SC Fund and
NAF Fund families after the merger of Wells Fargo & Company and Norwest
Corporation in November 1998. To accomplish this goal, some of the SC Funds and
the NAF Funds are merging together into new WF Funds. YOUR Fund is NOT being
merged with an existing SC Fund. Rather, your Fund will be reorganized into a
new WF Fund with the same investment objectives and principal investment
strategies as your existing NAF Fund.

One of the primary purposes of the reorganization is to consolidate the SC
Fund family and the NAF Fund family into a new WF Fund family, which will offer
61 funds. The benefits of consolidating the Funds are:

- eliminating the marketing and management overlap arising from operating
two separate fund families;

- facilitating more effective marketing and distribution of all Fund shares
by creating a single, recognizable fund family--the WF Fund family;

- providing shareholders with access to an expanded menu of investment
choices, which should benefit all Fund shareholders; and

- creating legal entities subject to the same state law and governing
documents, which can increase operational efficiencies and may reduce
expenses by eliminating duplicative costs, such as fund compliance and
recordkeeping.

The completion of the reorganization is conditioned upon the NAF Funds
receiving an opinion that the reorganization, except for the Ready Cash
Investment Fund, will be tax-free. Although the reorganization of the Ready Cash
Investment Fund does not technically qualify as a tax-fee transaction, it is not
expected to result in tax consequences for shareholders.

The reorganization will not result in dilution for any shareholder because
each NAF Fund shareholder will own the same amount of shares with the same value
of the WF Fund immediately after the reorganization that the shareholder owned
in the NAF Fund immediately before the reorganization.

Wells Fargo also has agreed to pay all of the expenses associated with the
reorganization, including the cost of soliciting proxies to obtain shareholder
approval.

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<PAGE>
After considering the expense ratios for the existing NAF Fund and the
corresponding WF Fund and all of the benefits of the proposed reorganization,
the NAF Board unanimously approved the proposed reorganization and recommended
that you vote to approve the reorganization by voting FOR the proposal.

THE EFFECTS OF THE REORGANIZATION

The reorganization will result in some changes that are common to all of the
NAF Funds and establish a new fee structure for each NAF Fund. These changes are
listed below and are discussed in more detail later in the sections that follow.

- The reorganization of all of the Funds into a new Delaware business trust
with ten Trustees, five of whom currently serve as SC Fund Directors and
five of whom currently serve as NAF Fund Trustees;

- New investment advisory arrangements with Wells Fargo;

- Modernizing and streamlining the fundamental investment policies of the
Funds, and classifying the investment objective of each Fund as a
non-fundamental policy; and

- The creation of a new fee structure.

COMPARISON OF BUSINESS STRUCTURES

Federal securities laws largely govern the way that mutual funds operate,
but they do not cover every aspect of a fund's existence and operation. State
law and a fund's governing documents fill in most of the gaps and can create
additional operational rules and restrictions that funds must follow. Your NAF
Fund is currently organized as a Delaware business trust. The proposed
reorganization would reorganize your Fund into a new Delaware business trust
with new governing documents. The reason for choosing a new Delaware business
trust is to have all the Funds of the new WF Fund family organized in the same
manner, subject to the same state law and governing documents, and to take
advantage of this chance to adopt modern, updated organizational documents for
the new Fund family.

Because your Fund is a Delaware trust, the reorganization would not change
the applicable state law. The following is a discussion of the current governing
documents of your NAF Fund and the governing documents that will apply if it
reorganizes as a new WF Fund. This discussion highlights certain information
about the Funds' business structures and explains some of the differences
between them.

- THE BOARD OF TRUSTEES. Both the NAF Funds and the WF Funds have a Board
of Trustees. The NAF Funds currently have eight trustees. The Board of the
WF Funds will have ten trustees, five of whom currently serve as SC Fund
Directors and five of whom currently serve as NAF Fund Trustees. A
majority of the Trustees of the WF Funds are disinterested trustees, which
means that they are independent of the WF Funds and the Funds' adviser and
distributor. A combined Board of SC Fund Directors and NAF Fund Trustees
should ensure a smooth consolidation of the Fund families. Exhibit B
contains a table with biographical information about the Trustees of the
WF Funds.

- ACTIONS OF THE BOARD. Delaware business trust law provides Boards with
flexibility in how they may meet and decide matters for the Funds. Under
Delaware law, there is no restriction on how the Board may act and the
Board may determine these matters if the Fund's governing documents are
drafted to permit them to do so. Like the NAF Funds, the WF Funds'
governing documents give the Board flexibility to decide matters for the
Funds.

- SHAREHOLDER VOTING RIGHTS. Under Delaware law, shareholders are entitled
to vote only on matters if required by applicable laws or under the
governing documents. The WF Funds' governing documents would require
shareholder approval of any matter only if required under the securities
laws or if the Board decides to submit the matter for shareholder
approval. Some shareholder voting rights will be changed as a result of
the reorganization. For example, the WF shareholders

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<PAGE>

will not have the right to vote on reorganizations unless required under
the federal securities laws. Certain shareholder rights, including the
right to call special meetings for the purpose of removing trustees and
the right to vote to remove trustees, will not be affected by the
reorganization. By limiting mandatory shareholder votes to those matters
expressly required by applicable law, the Funds can save money by not
having to schedule special shareholder meetings and solicit shareholder
proxies.

COMPARISON OF INVESTMENT ADVISORS AND ADVISORY FEES

Norwest Investment Management, Inc., or NIM, which is now a wholly-owned
subsidiary of Wells Fargo & Company, Norwest Center, Sixth Street and Marquette,
Minneapolis, MN 55479, is currently the investment advisor for each NAF Fund. In
this capacity, NIM makes investment decisions for and administers the Funds'
investment programs. As of December 31, 1998, NIM provided advisory services for
$29.9 billion in assets.

As a result of the reorganization, Wells Fargo Bank, also a wholly-owned
subsidiary of Wells Fargo & Company, will replace NIM as the investment advisor
to each Fund. Wells Fargo Bank is located at 525 Market St., San Francisco, CA
94163. Wells Fargo Bank, founded in 1852, is the oldest bank in the western
United States and is one of the largest banks in the United States. As of
December 31, 1998, Wells Fargo and its affiliates provided advisory services for
$202 billion in assets.

Wells Fargo Bank will employ Wells Capital Management Incorporated, or WCM,
as sub-adviser to each Fund. The portfolio managers of the WF Funds and the
personnel overseeing those portfolio managers, however, will continue to manage
and oversee the successor WF Fund as employees of WCM or Wells Fargo Bank. WCM,
a wholly-owned subsidiary of Wells Fargo Bank, currently serves as investment
sub-advisor to many of the SC Funds. In this capacity, it is responsible for the
day-to-day management activities of those Funds. As of December 31, 1998, WCM
provided advisory services for $39.3 billion in assets.

Exhibit A contains tables that compare the current and proposed fees for
each of the Funds, including a comparison of current and proposed advisory fees,
with and without waivers and reimbursements.

MODERNIZED AND STREAMLINED INVESTMENT POLICIES AND RESTRICTIONS

YOUR FUND'S INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES WILL
NOT CHANGE AS A RESULT OF THE REORGANIZATION.

The WF Funds' investment objectives will not be classified as fundamental,
which means that the Board can change them without shareholder approval. By
eliminating the need for shareholder approval, the Funds can better respond to
changing conditions and can save the Funds and their shareholders money by
eliminating the need to solicit proxies to obtain shareholder approval. There is
no current plan to change any investment objectives.

The WF Funds will have fewer "fundamental" investment policies, which can
only be changed with shareholder approval and restrict the Funds' ability to
respond to new developments and changing trends. The list of "fundamental"
policies will be consistent across all WF Funds (with limited exceptions), which
will greatly facilitate compliance and monitoring activities.

COMPARISON OF FEES AND EXPENSES

After the reorganization, most of the NAF Funds, with the largest proportion
of assets and shareholders, are projected to have the same or lower operating
expense ratios. These projected lower expense ratios take into account potential
savings in fixed and variable expenses resulting from combining the operations
of the SC and NAF Fund families and renegotiated contract terms with vendors.
Some of the NAF Funds, primarily their retail classes, which affect fewer
shareholders and less assets, are projected to have higher operating expense
ratios before waivers and reimbursements. These higher expense ratios are due
primarily to new or increased shareholder servicing fees that are intended to
improve the scope or quality

11
<PAGE>

of services provided to WF Fund shareholders. Wells Fargo, as investment adviser
to the WF Funds, has agreed to a fee waiver or expense reimbursement for a
period of one year for each WF Fund so that the operating expense ratios will
remain at or closer to current expense ratios. After the one year period, the
fee waivers may be reduced only with the approval of the Board of Trustees.

The following table shows the total operating expense ratios before and
after fee waivers and/or expense reimbursements and the pro forma total expenses
of the WF Funds.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------

TOTAL OPERATING TOTAL OPERATING
EXPENSES EXPENSES
NAF FUND/ BEFORE/AFTER WF FUND/ BEFORE/AFTER
SHARE CLASS WAIVERS SHARE CLASS WAIVERS
<S> <C> <C> <C>
DIVERSIFIED EQUITY FUND DIVERSIFIED EQUITY FUND
Class A 1.24%/1.00% Class A 1.48%/1.00%
Class B 2.24%/1.75% Class B 2.22%/1.75%
Class C 1.99%/1.75% Class C 2.26%/1.75%
Institutional Class 1.17%/1.00% Institutional Class 1.13%/1.00%
PERFORMA DISCIPLINED GROWTH FUND DISCIPLINED GROWTH FUND
Institutional Class 2.49%/1.25% Institutional Class 1.14%/1.00%
DIVERSIFIED SMALL CAP FUND DIVERSIFIED SMALL CAP FUND
Class A 2.94%/1.40% Class A 1.71%/1.40%
Class B 3.70%/1.95% Class B 2.66%/2.15%
Institutional Class 2.70%/1.20% Institutional Class 1.46%/1.20%
GROWTH EQUITY FUND GROWTH EQUITY FUND
Class A 1.48%/1.25% Class A 1.68%/1.50%
Class B 2.51%/2.00% Class B 2.48%/2.25%
Class C 2.26%/2.00% Class C 2.48%/2.25%
Institutional Class 1.41%/1.25% Institutional Class 1.33%/1.25%
INDEX FUND INDEX FUND
Institutional Class 0.57%/0.25% Institutional Class 0.40%/0.25%
INTERNATIONAL FUND INTERNATIONAL FUND
Class A 1.86%/1.50% Class A 1.91%/1.75%
Class B 2.95%/2.25% Class B 2.67%/2.50%
Institutional Class 1.66%/1.50% Institutional Class 1.52%/1.50%
LARGE COMPANY GROWTH FUND LARGE COMPANY GROWTH FUND
Class A 1.32%/1.20% Class A 1.25%/1.20%
Class B 2.08%/1.75% Class B 2.04%/1.75%
Institutional Class 1.08%/1.00% Institutional Class 1.01%/1.00%
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------

TOTAL OPERATING TOTAL OPERATING
EXPENSES EXPENSES
NAF FUND/ BEFORE/AFTER WF FUND/ BEFORE/AFTER
SHARE CLASS WAIVERS SHARE CLASS WAIVERS
<S> <C> <C> <C>
SMALL CAP OPPORTUNITIES FUND SMALL CAP OPPORTUNITIES
Class A 1.78%/1.25% Class A 1.82%/1.40%
Class B 3.05%/2.00% Class B 2.65%/2.15%
Institutional Class 1.38%/1.25% Institutional Class 1.36%/1.25%
PERFORMA SMALL CAP VALUE FUND SMALL CAP VALUE FUND
Institutional Class 3.59%/1.30% Institutional Class 1.61%/1.25%
SMALL COMPANY GROWTH FUND SMALL COMPANY GROWTH FUND
Institutional Class 1.31%/1.25% Institutional Class 1.26%/1.25%
WEALTHBUILDER II GROWTH PORTFOLIO 3.32%/1.25% WEALTHBUILDER II GROWTH PORTFOLIO 1.84%/1.25%
WEALTHBUILDER II GROWTH AND 2.90%/1.25% WEALTHBUILDER II GROWTH AND 1.89%/1.25%
INCOME PORTFOLIO INCOME PORTFOLIO
AGGRESSIVE BALANCED-EQUITY FUND AGGRESSIVE BALANCED-EQUITY FUND
Institutional Class 2.35%/1.00% Institutional Class 1.31%/1.00%
GROWTH BALANCED FUND GROWTH BALANCED FUND
Class A 1.39%/1.15% Class A 1.38%/1.15%
Class B 2.15%/1.68% Class B 2.15%/1.90%
Class C 1.90%/1.68% Class C 2.15%/1.90%
Institutional Class 1.15%/0.93% Institutional Class 1.11%/0.93%
MODERATE BALANCED FUND MODERATE BALANCED FUND
Institutional Class 1.11%/0.88% Institutional Class 1.07%/0.88%
WEALTHBUILDER II GROWTH BALANCED 2.64%/1.25% WEALTHBUILDER II GROWTH BALANCED 1.67%/1.25%
PORTFOLIO PORTFOLIO
DIVERSIFIED BOND FUND DIVERSIFIED BOND FUND
Institutional Class 1.09%/0.70% Institutional Class 0.80%/0.70%
STABLE INCOME FUND STABLE INCOME FUND
Class A 0.97%/0.65% Class A 1.07%/0.90%
Class B 2.37%/1.40% Class B 1.87%/1.65%
Institutional Class 0.81%/0.65% Institutional Class 0.83%/0.65%
STRATEGIC INCOME FUND STRATEGIC INCOME FUND
Institutional Class 1.08%/0.80% Institutional Class 1.03%/0.80%
COLORADO TAX-FREE FUND COLORADO TAX-FREE FUND
Class A 1.04%/0.60% Class A 1.00%/0.60%
Class B 2.04%/1.35% Class B 1.77%/1.35%
Institutional Class 1.01%/0.60% Institutional Class 0.77%/0.60%
LIMITED TERM TAX-FREE FUND LIMITED TERM TAX-FREE FUND
Institutional Class 1.03%/0.65% Institutional Class 0.78%/0.60%
MINNESOTA INTERMEDIATE TAX-FREE MINNESOTA INTERMEDIATE TAX-FREE
FUND FUND
Institutional Class 0.72%/0.60% Institutional Class 0.64%/0.60%
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------

TOTAL OPERATING TOTAL OPERATING
EXPENSES EXPENSES
NAF FUND/ BEFORE/AFTER WF FUND/ BEFORE/AFTER
SHARE CLASS WAIVERS SHARE CLASS WAIVERS
<S> <C> <C> <C>
MINNESOTA TAX-FREE FUND MINNESOTA TAX-FREE FUND
Class A 1.07%/0.60% Class A 1.02%/0.60%
Class B 2.07%/1.35% Class B 1.80%/1.35%
Institutional Class 1.04%/0.60% Institutional Class 0.85%/0.60%
READY CASH INVESTMENT FUND PRIME INVESTMENT MONEY MARKET
(Public Entities Shares) FUND
Institutional Class 0.89%/0.55% Service Class 0.71%/0.55%
TREASURY FUND 100% TREASURY MONEY MARKET FUND
Institutional Class 0.54%/0.46% Service Class 0.55%/0.46%
</TABLE>

See Exhibit A for more information about expenses, both before and after
waivers and reimbursements.

OTHER INFORMATION ABOUT THE PROPOSED REORGANIZATION

FEDERAL INCOME TAX CONSEQUENCES

The completion of this reorganization is subject to the condition that the
NAF Funds receive an opinion from KPMG LLP that the reorganization will not
result in the recognition of gain or loss for federal income tax purposes by the
Funds under Sections 361 and 1032 of the Internal Revenue Code of 1986, or by
the Funds' shareholders under Section 354 of the Code. For the Ready Cash
Investment Fund, the reorganization will not be a tax-free transaction, but it
is not expected to result in tax consequences to the Fund's shareholders.

MORE INFORMATION ON PROXY VOTING

If you own shares of a NAF Fund on May 6, 1999, you are eligible to vote on
the proposed reorganization. You may cast one vote for each Fund share that you
own on the record date.

You may vote in one of five ways. You may complete and sign the enclosed
proxy card and either mail it to us in the enclosed prepaid return envelope (if
mailed in the United States) or fax it to us at 1-212-269-2796. You may vote on
the internet by going to http://www.proxyvote.com and following the
instructions. You also can vote by calling the toll-free number printed on your
proxy ballot. To vote via the Internet or by telephone, you will need to have
the 12-digit control number printed on your proxy ballot. Last, you may vote in
person by attending the special meeting.

You may revoke a proxy after you have given it by submitting to the
appropriate NAF Fund a later dated proxy, delivering to the NAF Fund a written
notice of revocation, or otherwise giving written notice of revocation in person
at the meeting. All properly executed proxies received in time for the meeting
will be voted as specified in the proxy, or, if no specification is made, FOR
the proposal.

In order to proceed with the reorganization, the lesser of (a) 67% or more
of the Fund's voting shares, if holders of more than 50% of a Fund's outstanding
shares are present or represented by proxy, or (b) more than 50% of a Fund's
outstanding voting shares must vote to approve the reorganization. Exhibit C
contains a table that lists the total number of outstanding shares of each class
of the NAF Funds eligible to vote on the proposal.

The election inspectors will count your vote at the meeting, if cast in
person or by proxy. The election inspectors will count:

- votes cast "for" the proposal to determine whether sufficient affirmative
votes have been cast; and

14
<PAGE>
- abstentions and broker non-votes of shares to determine whether a quorum
is present at the meeting, but not to determine whether the proposal has
been approved.

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.

The NAF Fund Trustees know of no matters other than the proposal discussed
in this proxy statement that will be brought before the shareholder meeting. If,
however, any other matters properly come before the meeting, it is the Trustees'
intention that proxies will be voted on such matters based on the judgment of
the persons named in the enclosed form or proxy.

In addition to the solicitation of proxies by mail or expedited delivery
service, the NAF Funds' Board of Trustees or officers and employees and agents
of D.F. King & Co., Inc. may solicit proxies in person or by telephone. Wells
Fargo Bank will reimburse upon request persons holding shares as nominees for
their reasonable expenses in sending soliciting materials to their principals.
The NAF Funds have engaged the proxy solicitation firm D.F. King & Co., Inc.
which, for its solicitation services, will receive a fee from Wells Fargo Bank
estimated at $20,000 and reimbursement of out of pocket expenses estimated at
$155,000.

LARGE SHAREHOLDERS

The federal securities laws require that we include information about
shareholders that own 5% or more of the outstanding shares of any of the Funds.

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- ------------- ------------------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
Colorado Tax- NORWEST INVESTMENT SERVICES INC Class A 15.766% 6.497%
Free Fund FBO 017337991 Record Holder
NORTHSTAR BUILDING EAST - 8TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162

International NORWEST WEALTHBUILDER Class A 31.861% 0.347%
Fund REINVEST ACCOUNT Record Holder
733 MARQUETTE AVE
MINNEAPOLIS MN 55479-0040

WELLS FARGO BANK NA Class A 8.653% 0.094%
AGNT NOGGLE CRAT I TRUST Record Holder
MAC 913-027
MUTUAL FUND TRANSFER UNIT
26610 WEST AGOURA RD
CALABASA CA 91302

Stable Income NORWEST INVESTMENT SERVICES INC Class A 9.264% 0.491%
Fund FBO 021219031 Record Holder
NORTHSTAR BUILDING EAST - 8TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162

KOCH INDUSTRIES INC Class A 15.226% 0.807%
C/O WILSHIRE ASSET MGMT Record Holder
1299 OCEAN AVE SUITE 700
SANTA MONICA CA 90401

NORWEST INVESTMENT SERVICES INC Class A 8.192% 0.434%
FBO 705734561 Record Holder
NORTHSTAR BUILDING EAST - 9TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- ------------- ------------------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
NATIONAL MARROW DONOR PROGRAM Class A 20.000% 1.061%
ATTN JEFF UECKER Record Holder
SUITE 400
3433 BROADWAY N E
MINNEAPOLIS MN 55413-1740

Growth Equity NORWEST WEALTHBUILDER Class A 19.949% 0.366%
Fund REINVEST ACCOUNT Record Holder
733 MARQUETTE AVE
MINNEAPOLIS MN 55479-0040

International LOUENE C PERRY Class B 11.551% 0.084%
Fund 5620 CHELSEA CIR Record Holder
BRYAN TX 77802-5680

NORWEST INVESTMENT SERVICES INC Class B 5.556% 0.041%
FBO 012957081 Record Holder
NORTHSTAR BUILDING EAST - 8TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162

Stable Income NORWEST INVESTMENT SERVICES INC Class B 9.010% 0.109%
Fund FBO 102953761 Record Holder
NORTHSTAR BUILDING EAST - 8TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162

NORWEST INVESTMENT SERVICES INC Class B 7.956% 0.096%
FBO 101114091 Record Holder
NORTHSTAR BUILDING EAST - 9TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162

NORWEST INVESTMENT SERVICES INC Class B 13.321% 0.161%
FBO 731186551 Record Holder
NORTHSTAR BUILDING EAST - 9TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162

NORWEST INVESTMENT SERVICES INC Class B 8.845% 0.107%
FBO 708238851 Record Holder
NORTHSTAR BUILDING EAST - 9TH FLOOR
608 SECOND AVENUE SOUTH
MINNEAPOLIS MN 55479-0162

Minnesota EMSEG & CO Class I 17.355% 5.305%
Tax-Free Fund MINNESOTA TAX FREE I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

EMSEG & CO Class I 5.557% 1.699%
MINNESOTA TAX-FREE I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

EMSEG & CO Class I 21.413% 6.546%
MINNESOTA TAX FREE I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
AS OF APRIL 30, 1999
- ---------------------------------------------------------------------------------------------------------------------
CLASS AND PERCENTAGE PERCENTAGE
FUND ADDRESS TYPE OF OWNERSHIP OF CLASS OF FUND
- ------------- ------------------------------------------------------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
EMSEG & CO Class I 55.587% 16.992%
MINNESOTA TAX FREE I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

Colorado Tax- DENTRU & CO Class I 83.374% 40.238%
Free Fund NON-DISCRETIONARY CASH Record Holder
1740 BROADWAY MAIL 8676
DENVER CO 80274

EMSEG & CO Class I 11.019% 5.318%
COLORADO TAX FREE FUND I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

International EMSEG & CO Class I 9.851% 9.672%
Fund INTERNATIONAL FUND I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

EMSEG & CO Class I 69.627% 68.360%
INTERNATIONAL FUND I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

DENTRU & CO Class I 8.403% 8.250%
1740 BROADWAY MAIL 8676 Record Holder
DENVER CO 80274

Limited Term FINABA Class I 19.647% 19.621%
Tax-Free Fund NON DISCRETIONARY CASH ACCT Record Holder
ATTN JON RUTTER
PO BOX 10523
LUBBOCK TX 79408

VICTORIA & CO Class I 8.632% 8.621%
C/O REGIONAL MUTUAL FUNDS Record Holder
PO BOX 6000
SAN ANTONIO TX 78286-9646

EMSEG & CO Class I 10.615% 10.601%
LIMITED TERM TAX-FREE I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

EMSEG & CO Class I 22.936% 22.905%
LIMITED TERM TAX-FREE FUND I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477

EMSEG & CO Class I 34.128% 34.082%
LIMITED TERM TAX-FREE FUND I Record Holder
C/O MUTUAL FUND PROCESSING
PO BOX 1450 NW 8477
MINNEAPOLIS MN 55480-8477
</TABLE>

17
<PAGE>

MATTERS INCORPORATED BY REFERENCE

The NAF Funds' audited financial statements for the most recent fiscal year,
which are included in the Funds' Annual Reports to Shareholders, are
incorporated by reference in this proxy statement. Representatives of KPMG LLP,
the Funds' independent auditors, will be present at the Meeting to answer
questions.

18
<PAGE>

EXHIBIT A
FEE TABLES

These tables describe the fees and expenses that you may pay if you buy and
hold shares of a Fund. The examples are intended to help you compare the costs
of investing in the Funds with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED EQUITY
EQUITY PRO FORMA
----------- ----------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None

Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.74%(2) 0.87%(2)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.50%(2) 0.61%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.24% 1.48%
Waiver.................................. 0.24%(3) 0.48%(1)
Net Annual Fund Operating Expenses...... 1.00% 1.00%

Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.74%(2) 0.87%(2)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 0.50%(2) 0.60%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 2.24% 2.22%
Waiver.................................. 0.49%(3) 0.47%(1)
Net Annual Fund Operating Expenses...... 1.75% 1.75%
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED EQUITY
EQUITY PRO FORMA
----------- ----------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.74%(2) 0.87%(2)
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.50%(2) 0.64%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.99% 2.26%
Waiver.................................. 0.24%(3) 0.51%(1)
Net Annual Fund Operating Expenses...... 1.75% 1.75%

CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.74%(2) 0.87%(2)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.43%(2) 0.26%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.17% 1.13%
Waiver.................................. 0.17%(3) 0.13%(1)
Net Annual Fund Operating Expenses...... 1.00% 1.00%
</TABLE>

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

(1) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of the Board of Trustees.
(2) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.
(3) Fee waiver can not be reduced or eliminated without the Board Of Trustees
approval.

20
<PAGE>
EXAMPLE OF EXPENSES:

You would pay the following expenses on a $10,000 investment assuming that
the Fund has a 5% annual return and that Fund operating expenses remain the
same, and that you redeem your shares at the end of each period. Your actual
costs may be higher or lower than those shown.

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED EQUITY
EQUITY PRO FORMA
------------ ----------

<S> <C> <C>
CLASS A
One Year................................ $ 671 $ 671
Three Year.............................. $ 923 $ 972
Five Year............................... $1,195 $1,294
Ten Year................................ $1,969 $2,203

CLASS B
One Year................................ $ 678 $ 678
Three Year.............................. $ 953 $ 949
Five Year............................... $1,355 $1,347
Ten Year................................ $2,164 $2,242

CLASS C
One Year................................ $ 278 $ 278
Three Year.............................. $ 601 $ 657
Five Year............................... $1,051 $1,164
Ten Year................................ $2,297 $2,556

CLASS I
One Year................................ $ 102 $ 102
Three Year.............................. $ 355 $ 346
Five Year............................... $ 627 $ 610
Ten Year................................ $1,405 $1,363
</TABLE>

21
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE PERFORMA DISCIPLINED GROWTH
DISCIPLINED GROWTH PRO FORMA
------------------ ------------------

<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.90%(3) 0.75%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 1.59%(3) 0.39%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 2.49% 1.14%
Waiver.................................. 1.24%(1) 0.14%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.00%
</TABLE>

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

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of the Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE PERFORMA DISCIPLINED GROWTH
DISCIPLINED GROWTH PRO FORMA
------------------ ------------------
<S> <C> <C>
CLASS I
One Year................................ $ 127 $ 102
Three Year.............................. $ 657 $ 348
Five Year............................... $ 1,214 $ 614
Ten Year................................ $ 2,732 $ 1,374
</TABLE>

22
<PAGE>

These tables describe the fees and expenses that you may pay if you buy and
hold shares of a Fund. The examples are intended to help you compare the costs
of investing of investing in the Funds with the cost of investing in other
mutual funds.

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED SMALL CAP
SMALL CAP PRO FORMA
----------- ----------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)........................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 1.08%(3) 0.99%(3)
Distribution (Rule 12b-1) fee........... 0.10% 0.00%
Other expenses.......................... 1.76%(3) 0.72%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 2.94% 1.71%
Waiver.................................. 1.54%(1) 0.31%(2)
Net Annual Fund Operating Expenses...... 1.40% 1.40%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 1.08%(3) 0.99%(3)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 1.62%(3) 0.92%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 3.70%(1) 2.66%(2)
Waiver.................................. 1.75% 0.51%
Net Annual Fund Operating Expenses...... 1.95%(1) 2.15%(2)
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED SMALL CAP
SMALL CAP PRO FORMA
----------- ----------
CLASS I
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 1.08%(3) 0.99%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 1.62%(3) 0.47%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 2.70% 1.46%
Waiver.................................. 1.50%(1) 0.26%(2)
Net Annual Fund Operating Expenses...... 1.20% 1.20%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED SMALL CAP
SMALL CAP PRO FORMA
------------ ----------

<S> <C> <C>
CLASS A
One Year................................ $ 709 $ 709
Three Year.............................. $1,295 $1,054
Five Year............................... $1,906 $1,422
Ten Year................................ $3,545 $2,454

CLASS B
One Year................................ $ 698 $ 718
Three Year.............................. $1,270 $1,078
Five Year............................... $1,963 $1,565
Ten Year................................ $3,590 $2,616

CLASS I
One Year................................ $ 122 $ 122
Three Year.............................. $ 696 $ 436
Five Year............................... $1,296 $ 773
Ten Year................................ $2,921 $1,724
</TABLE>

24
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE GROWTH
GROWTH EQUITY
EQUITY PRO FORMA
--------- ---------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.93%(2) 1.07%(2)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.55%(2) 0.61%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.48% 1.68%
Waiver.................................. 0.23%(3) 0.18%(1)
Net Annual Fund Operating Expenses...... 1.25% 1.50%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.93%(2) 1.07%(2)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 0.58%(2) 0.66%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 2.51% 2.48%
Waiver.................................. 0.51%(3) 0.23%(1)
Net Annual Fund Operating Expenses...... 2.00% 2.25%
</TABLE>

25
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE GROWTH
GROWTH EQUITY
EQUITY PRO FORMA
--------- ---------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.93%(2) 1.07%(2)
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.58%(2) 0.66%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 2.26% 2.48%
Waiver.................................. 0.26%(3) 0.23%(1)
Net Annual Fund Operating Expenses...... 2.00% 2.25%

CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or
the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.93%(2) 1.07%(2)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.48%(2) 0.26%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.41% 1.33%
Waiver.................................. 0.16%(3) 0.08%(1)
Net Annual Fund Operating Expenses...... 1.25% 1.25%
</TABLE>

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

26
<PAGE>
EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE GROWTH
GROWTH EQUITY
EQUITY PRO FORMA
---------- ----------

<S> <C> <C>
CLASS A
One Year................................ $ 695 $ 719
Three Year.............................. $ 995 $1,058
Five Year............................... $1,316 $1,419
Ten Year................................ $2,223 $2,434

CLASS B
One Year................................ $ 703 $ 728
Three Year.............................. $1,033 $1,051
Five Year............................... $1,490 $1,500
Ten Year................................ $2,433 $2,509

CLASS C
One Year................................ $ 303 $ 328
Three Year.............................. $ 681 $ 751
Five Year............................... $1,186 $1,300
Ten Year................................ $2,575 $2,799

CLASS I
One Year................................ $ 127 $ 127
Three Year.............................. $ 431 $ 414
Five Year............................... $ 756 $ 721
Ten Year................................ $1,677 $1,594
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE INDEX
INDEX PRO FORMA
--------- ---------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.15%(3) 0.15%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.42%(3) 0.25%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 0.57% 0.40%
Waiver.................................. 0.32%(1) 0.15%(2)
Net Annual Fund Operating Expenses...... 0.25% 0.25%
</TABLE>

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

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE INDEX
INDEX PRO FORMA
---------- ----------
<S> <C> <C>

CLASS I
One Year................................ $ 26 $ 26
Three Year.............................. $ 150 $ 113
Five Year............................... $ 286 $ 209
Ten Year................................ $ 683 $ 491
</TABLE>

28
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE INTERNATIONAL
INTERNATIONAL PRO FORMA
------------- -------------
<S> <C> <C>

CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.72%(3) 1.00%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 1.14%(3) 0.91%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.86% 1.91%
Waiver.................................. 0.36%(1) 0.16%(2)
Net Annual Fund Operating Expenses...... 1.50% 1.75%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.72%(3) 1.00%(3)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 1.23%(3) 0.92%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 2.95% 2.67%
Waiver.................................. 0.70%(1) 0.17%(2)
Net Annual Fund Operating Expenses...... 2.25% 2.50%
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE INTERNATIONAL
INTERNATIONAL PRO FORMA
------------- -------------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchasese
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.72%(3) 1.00%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.94%(3) 0.52%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.66% 1.52%
Waiver.................................. 0.16%(1) 0.02%(2)
Net Annual Fund Operating Expenses...... 1.50% 1.50%
</TABLE>

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

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE INTERNATIONAL
INTERNATIONAL PRO FORMA
-------------- --------------
<S> <C> <C>

CLASS A
One Year................................ $ 719 $ 743
Three Year.............................. $ 1,093 $ 1,126
Five Year............................... $ 1,491 $ 1,533
Ten Year................................ $ 2,602 $ 2,667

CLASS B
One Year................................ $ 728 $ 753
Three Year.............................. $ 1,147 $ 1,113
Five Year............................... $ 1,691 $ 1,600
Ten Year................................ $ 2,841 $ 2,720

CLASS I
One Year................................ $ 153 $ 153
Three Year.............................. $ 508 $ 478
Five Year............................... $ 887 $ 827
Ten Year................................ $ 1,952 $ 1,811
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE LARGE COMPANY
LARGE COMPANY GROWTH
GROWTH PRO FORMA
------------- -------------
<S> <C> <C>

CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.65%(3) 0.75%(3)
Distribution (Rule 12b-1) fee........... 0.10% 0.00%
Other expenses.......................... 0.57%(3) 0.50%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.32% 1.25%
Waiver.................................. 0.12%(1) 0.05%(2)
Net Annual Fund Operating Expenses...... 1.20% 1.20%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.65%(3) 0.75%(3)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 0.43%(3) 0.54%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 2.08% 2.04%
Waiver.................................. 0.33%(1) 0.29%(2)
Net Annual Fund Operating Expenses...... 1.75% 1.75%
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE LARGE COMPANY
LARGE COMPANY GROWTH
GROWTH PRO FORMA
------------- -------------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.65%(3) 0.75%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.43%(3) 0.26%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.08% 1.01%
Waiver.................................. 0.08%(1) 0.01%(2)
Net Annual Fund Operating Expenses...... 1.00% 1.00%
</TABLE>

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

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE LARGE COMPANY
LARGE COMPANY GROWTH
GROWTH PRO FORMA
-------------- --------------
<S> <C> <C>

CLASS A
One Year................................ $ 690 $ 690
Three Year.............................. $ 958 $ 944
Five Year............................... $1,246 $1,217
Ten Year................................ $2,064 $1,995

CLASS B
One Year................................ $ 678 $ 678
Three Year.............................. $ 920 $ 912
Five Year............................... $1,288 $1,272
Ten Year................................ $2,098 $2,047

CLASS I
One Year................................ $ 102 $ 102
Three Year.............................. $ 336 $ 321
Five Year............................... $ 588 $ 557
Ten Year................................ $1,310 $1,235
</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE SMALL CAP
SMALL CAP OPPORTUNITIES
OPPORTUNITIES PRO FORMA
------------- -------------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.60%(3) 0.90%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 1.18%(3) 0.92%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.78% 1.82%
Waiver.................................. 0.53%(1) 0.42%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.40%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.60%(3) 0.90%(3)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 1.45%(3) 1.00%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 3.05% 2.65%
Waiver.................................. 1.05%(1) 0.50%(2)
Net Annual Fund Operating Expenses...... 2.00% 2.15%
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE SMALL CAP
SMALL CAP OPPORTUNITIES
OPPORTUNITIES PRO FORMA
------------- -------------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.60%(3) 0.90%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.78%(3) 0.46%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.38% 1.36%
Waiver.................................. 0.13%(1) 0.11%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.25%
</TABLE>

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

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE SMALL CAP
SMALL CAP OPPORTUNITIES
OPPORTUNITIES PRO FORMA
-------------- --------------
<S> <C> <C>
CLASS A
One Year................................ $ 695 $ 709
Three Year.............................. $1,054 $1,076
Five Year............................... $1,437 $1,467
Ten Year................................ $2,508 $2,557

CLASS B
One Year................................ $ 703 $ 718
Three Year.............................. $1,144 $1,076
Five Year............................... $1,709 $1,561
Ten Year................................ $2,849 $2,650

CLASS I
One Year................................ $ 127 $ 127
Three Year.............................. $ 424 $ 420
Five Year............................... $ 743 $ 734
Ten Year................................ $1,646 $1,626
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE SMALL
PERFORMA SMALL CAP VALUE
CAP VALUE PRO FORMA
-------------- ------------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price)... None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)........................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.95%(3) 0.90%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 2.64%(3) 0.71%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 3.59% 1.61%
Waiver.................................. 2.29%(1) 0.36%(2)
Net Annual Fund Operating Expenses...... 1.30% 1.25%
</TABLE>

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

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE SMALL
PERFORMA SMALL CAP VALUE
CAP VALUE PRO FORMA
--------------- ------------
<S> <C> <C>
CLASS I
One Year................................ $ 132 $ 127
Three Year.............................. $ 888 $ 473
Five Year............................... $ 1,664 $ 842
Ten Year................................ $ 3,703 $ 1,881
</TABLE>

35
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE SMALL COMPANY
SMALL COMPANY GROWTH
GROWTH PRO FORMA
------------- -------------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.90%(3) 0.90%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.41%(3) 0.36%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.31% 1.26%
Waiver.................................. 0.06%(1) 0.01%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.25%
</TABLE>

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

(1) Fee waiver cannot be reduced or eliminated without the Board of Trustees
approval.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE SMALL COMPANY
SMALL COMPANY GROWTH
GROWTH PRO FORMA
-------------- --------------
<S> <C> <C>
CLASS I
One Year................................ $ 127 $ 127
Three Year.............................. $ 409 $ 399
Five Year............................... $ 712 $ 691
Ten Year................................ $1,574 $1,522
</TABLE>

36
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE WEALTHBUILDER II
WEALTHBUILDER II GROWTH
GROWTH PRO FORMA
---------------- ----------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 1.50% 1.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None

Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.35% 0.35%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 2.22% 0.74%
Total Annual Fund Operating Expenses
(Gross)............................... 3.32% 1.84%
Waiver.................................. 2.07%(1) 0.59%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.25%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE WEALTHBUILDER II
WEALTHBUILDER II GROWTH
GROWTH PRO FORMA
----------------- -----------------

<S> <C> <C>
CLASS I
One Year................................ $ 275 $ 275
Three Year.............................. $ 965 $ 663
Five Year............................... $1,679 $1,076
Ten Year................................ $3,570 $2,229
</TABLE>

37
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE WEALTHBUILDER II
WEALTHBUILDER II GROWTH AND INCOME
GROWTH AND INCOME PRO FORMA
----------------- -----------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 1.50% 1.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of
original purchase or the NAV on the
date of the redemption)............. None None

Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.35% 0.35%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 1.80% 0.79%
Total Annual Fund Operating Expenses
(Gross)............................... 2.90% 1.89%
Waiver.................................. 1.65%(1) 0.64%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.25%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE WEALTHBUILDER II
WEALTHBUILDER II GROWTH AND INCOME
GROWTH AND INCOME PRO FORMA
------------------ ------------------

<S> <C> <C>
CLASS I
One Year................................ $ 275 $ 275
Three Year.............................. $ 881 $ 674
Five Year............................... $1,512 $1,097
Ten Year................................ $3,209 $2,277
</TABLE>

38
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE AGGRESSIVE
AGGRESSIVE BALANCED-EQUITY
BALANCED-EQUITY PRO FORMA
--------------- ---------------

<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.72%(3) 0.86%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 1.63%(3) 0.45%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 2.35% 1.31%
Waiver.................................. 1.35%(1) 0.31%(2)
Net Annual Fund Operating Expenses...... 1.00% 1.00%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE AGGRESSIVE
AGGRESSIVE BALANCED-EQUITY
BALANCED-EQUITY PRO FORMA
--------------- ---------------
<S> <C> <C>
CLASS I
One Year................................ $ 102 $ 102
Three Year.............................. $ 604 $ 385
Five Year............................... $ 1,133 $ 688
Ten Year................................ $ 2,582 $ 1,552
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE GROWTH
GROWTH BALANCED
BALANCED PRO FORMA
--------- ---------

<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 5.75% 5.75%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.70%(2) 0.84%(2)
Distribution (Rule 12b-1) fee........... 0.10% 0.00%
Other expenses.......................... 0.59%(2) 0.54%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.39% 1.38%
Waiver.................................. 0.24%(3) 0.23%(1)
Net Annual Fund Operating Expenses...... 1.15% 1.15%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.70%(2) 0.84%(2)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 0.45%(2) 0.56%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 2.15% 2.15%
Waiver.................................. 0.47%(3) 0.25%(1)
Net Annual Fund Operating Expenses...... 1.68% 1.90%
</TABLE>

40
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE GROWTH
GROWTH BALANCED
BALANCED PRO FORMA
--------- ---------
CLASS C
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... 1.00% 1.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.70%(2) 0.84%(2)
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 0.45%(2) 0.56%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.90% 2.15%
Waiver.................................. 0.22%(3) 0.25%(1)
Net Annual Fund Operating Expenses...... 1.68% 1.90%

CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.70%(2) 0.84%(2)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.45%(2) 0.27%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.15% 1.11%
Waiver.................................. 0.22%(3) 0.18%(1)
Net Annual Fund Operating Expenses...... 0.93% 0.93%
</TABLE>

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

(1) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of the Board of Trustees.
(2) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.
(3) Fee waiver cannot be reduced or eliminated without the Board of Trustees
approval.

41
<PAGE>
EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE GROWTH
GROWTH BALANCED
BALANCED PRO FORMA
---------- ----------

<S> <C> <C>
CLASS A
One Year................................ $ 685 $ 685
Three Year.............................. $ 967 $ 965
Five Year............................... $1,270 $1,266
Ten Year................................ $2,128 $2,118

CLASS B
One Year................................ $ 671 $ 693
Three Year.............................. $ 928 $ 949
Five Year............................... $1,311 $1,331
Ten Year................................ $2,161 $2,175

CLASS C
One Year................................ $ 271 $ 293
Three Year.............................. $ 576 $ 649
Five Year............................... $1,006 $1,131
Ten Year................................ $2,204 $2,463

CLASS I
One Year................................ $ 95 $ 95
Three Year.............................. $ 344 $ 335
Five Year............................... $ 612 $ 594
Ten Year................................ $1,378 $1,336
</TABLE>

42
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE MODERATE
MODERATE BALANCED
BALANCED PRO FORMA
--------- ---------

<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.66%(2) 0.80%(2)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.45%(2) 0.27%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.11% 1.07%
Waiver.................................. 0.23%(3) 0.19%(1)
Net Annual Fund Operating Expenses...... 0.88% 0.88%
</TABLE>

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

(1) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of the Board of Trustees.
(2) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.
(3) Fee waiver cannot be reduced or eliminated without the Board of Trustees
approval.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE MODERATE
MODERATE BALANCED
BALANCED PRO FORMA
---------- ----------

<S> <C> <C>
CLASS I
One Year................................ $ 90 $ 90
Three Year.............................. $ 330 $ 321
Five Year............................... $ 589 $ 572
Ten Year................................ $1,331 $1,289
</TABLE>

43
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE WEALTHBUILDER
WEALTHBUILDER II
II GROWTH BALANCED
GROWTH BALANCED PRO FORMA
--------------- ---------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 1.50% 1.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.35% 0.35%
Distribution (Rule 12b-1) fee........... 0.75% 0.75%
Other expenses.......................... 1.54% 0.57%
Total Annual Fund Operating Expenses
(Gross)............................... 2.64% 1.67%
Waiver.................................. 1.39%(1) 0.42%(2)
Net Annual Fund Operating Expenses...... 1.25% 1.25%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE WEALTHBUILDER II
WEALTHBUILDER II GROWTH BALANCED
GROWTH BALANCED PRO FORMA
---------------- ----------------

<S> <C> <C>
CLASS I
One Year................................ $ 275 $ 275
Three Year.............................. $ 828 $ 628
Five Year............................... $ 1,407 $ 1,005
Ten Year................................ $ 2,977 $ 2,062
</TABLE>

44
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED BOND
BOND PRO FORMA
----------- ----------

<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.62%(2) 0.50%(2)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.47%(2) 0.30%(2)
Total Annual Fund Operating Expenses
(Gross)............................... 1.09% 0.80%
Waiver.................................. 0.39%(3) 0.10%(1)
Net Annual Fund Operating Expenses...... 0.70% 0.70%
</TABLE>

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

(1) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of the Board of Trustees.
(2) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.
(3) Fee waiver cannot be reduced or eliminated without the Board of Trustees
approval.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE DIVERSIFIED
DIVERSIFIED BOND
BOND PRO FORMA
------------ ----------

<S> <C> <C>
CLASS I
One Year................................ $ 72 $ 72
Three Year.............................. $ 308 $245
Five Year............................... $ 563 $434
Ten Year................................ $1,294 $980
</TABLE>

45
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE STABLE
STABLE INCOME
INCOME PRO FORMA
--------- ---------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 1.50% 1.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.30%(3) 0.50%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.67%(3) 0.57%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 0.97% 1.07%
Waiver.................................. 0.32%(1) 0.17%(2)
Net Annual Fund Operating Expenses...... 0.65% 0.90%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... 1.50% 1.50%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.30%(3) 0.50%(3)
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 1.07%(3) 0.62%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 2.37% 1.87%
Waiver.................................. 0.97%(1) 0.22%(2)
Net Annual Fund Operating Expenses...... 1.40% 1.65%
</TABLE>

46
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE STABLE
STABLE INCOME
INCOME PRO FORMA
--------- ---------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.30%(3) 0.50%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.51%(3) 0.33%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 0.81% 0.83%
Waiver.................................. 0.16%(1) 0.18%(2)
Net Annual Fund Operating Expenses...... 0.65% 0.65%
</TABLE>

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

(1) Fee waiver is voluntary and may be reduced or eliminated at any time.
(2) Contractual fee waivers apply for 1 year from the closing date of the
reorganization. After this time, these waivers may be reduced or eliminated
only with the approval of Board of Trustees.
(3) This fee combines expenses charged at the fund and core portfolio levels.
The core level expenses are based on the fund's current allocation among
the different core portfolios.

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE STABLE
STABLE INCOME
INCOME PRO FORMA
---------- ----------
<S> <C> <C>
CLASS A
One Year................................ $ 182 $ 240
Three Year.............................. $ 390 $ 469
Five Year............................... $ 616 $ 715
Ten Year................................ $1,263 $1,421

CLASS B
One Year................................ $ 293 $ 318
Three Year.............................. $ 647 $ 566
Five Year............................... $1,019 $ 899
Ten Year................................ $1,644 $1,594

CLASS I
One Year................................ $ 66 $ 66
Three Year.............................. $ 243 $ 247
Five Year............................... $ 434 $ 443
Ten Year................................ $ 987 $1,009
</TABLE>

47
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE STRATEGIC
STRATEGIC INCOME
INCOME PRO FORMA
--------- ---------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.61%(3) 0.75%(3)
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.47%(3) 0.28%(3)
Total Annual Fund Operating Expenses
(Gross)............................... 1.08% 1.03%
Waiver.................................. 0.28%(1) 0.23%(2)
Net Annual Fund Operating Expenses...... 0.80% 0.80%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE STRATEGIC
STRATEGIC INCOME
INCOME PRO FORMA
---------- ----------
<S> <C> <C>
CLASS I
One Year................................ $ 82 $ 82
Three Year.............................. $ 316 $ 305
Five Year............................... $ 568 $ 546
Ten Year................................ $1,292 $1,239
</TABLE>

48
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE COLORADO
COLORADO TAX-FREE
TAX-FREE PRO FORMA
--------- ---------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.54% 0.60%
Total Annual Fund Operating Expenses
(Gross)............................... 1.04% 1.00%
Waiver.................................. 0.44%(1) 0.40%(2)
Net Annual Fund Operating Expenses...... 0.60% 0.60%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 0.54% 0.62%
Total Annual Fund Operating Expenses
(Gross)............................... 2.04% 1.77%
Waiver.................................. 0.69%(1) 0.42%(2)
Net Annual Fund Operating Expenses...... 1.35% 1.35%
</TABLE>

49
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE COLORADO
COLORADO TAX-FREE
TAX-FREE PRO FORMA
--------- ---------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.51% 0.37%
Total Annual Fund Operating Expenses
(Gross)............................... 1.01% 0.77%
Waiver.................................. 0.41%(1) 0.17%(2)
Net Annual Fund Operating Expenses...... 0.60% 0.60%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE COLORADO
COLORADO TAX-FREE
TAX-FREE PRO FORMA
---------- ----------
<S> <C> <C>
CLASS A
One Year................................ $ 509 $ 509
Three Year.............................. $ 724 $ 716
Five Year............................... $ 957 $ 940
Ten Year................................ $1,626 $1,585

CLASS B
One Year................................ $ 637 $ 637
Three Year.............................. $ 873 $ 816
Five Year............................... $1,235 $1,120
Ten Year................................ $1,933 $1,750

CLASS I
One Year................................ $ 61 $ 61
Three Year.............................. $ 281 $ 229
Five Year............................... $ 518 $ 411
Ten Year................................ $1,199 $ 938
</TABLE>

50
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE LIMITED TERM
LIMITED TERM TAX-FREE
TAX-FREE PRO FORMA
------------ ------------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.53% 0.38%
Total Annual Fund Operating Expenses
(Gross)............................... 1.03% 0.78%
Waiver.................................. 0.38%(1) 0.18%(2)
Net Annual Fund Operating Expenses...... 0.65% 0.60%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE LIMITED TERM
LIMITED TERM TAX-FREE
TAX-FREE PRO FORMA
------------- -------------
<S> <C> <C>
CLASS I
One Year................................ $ 66 $ 61
Three Year.............................. $ 290 $231
Five Year............................... $ 532 $416
Ten Year................................ $1,225 $949
</TABLE>

51
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE MINNESOTA
MINNESOTA INTERMEDIATE
INTERMEDIATE TAX-FREE
TAX-FREE PRO FORMA
------------ ------------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.25% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.47% 0.24%
Total Annual Fund Operating Expenses
(Gross)............................... 0.72% 0.64%
Waiver.................................. 0.12%(1) 0.04%(2)
Net Annual Fund Operating Expenses...... 0.60% 0.60%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE MINNESOTA
MINNESOTA INTERMEDIATE
INTERMEDIATE TAX-FREE
TAX-FREE PRO FORMA
------------- -------------
<S> <C> <C>
CLASS I
One Year................................ $ 61 $ 61
Three Year.............................. $218 $201
Five Year............................... $389 $353
Ten Year................................ $883 $795
</TABLE>

52
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE MINNESOTA
MINNESOTA TAX-FREE
TAX-FREE PRO FORMA
--------- ---------
<S> <C> <C>
CLASS A
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. 4.50% 4.50%
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.57% 0.62%
Total Annual Fund Operating Expenses
(Gross)............................... 1.07% 1.02%
Waiver.................................. 0.47%(1) 0.42%(2)
Net Annual Fund Operating Expenses...... 0.60% 0.60%

CLASS B
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... 5.00% 5.00%
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 1.00% 0.75%
Other expenses.......................... 0.57% 0.65%
Total Annual Fund Operating Expenses
(Gross)............................... 2.07% 1.80%
Waiver.................................. 0.72%(1) 0.45%(2)
Net Annual Fund Operating Expenses...... 1.35% 1.35%
</TABLE>

53
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE MINNESOTA
MINNESOTA TAX-FREE
TAX-FREE PRO FORMA
--------- ---------
<S> <C> <C>
CLASS I
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.50% 0.40%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.54% 0.45%
Total Annual Fund Operating Expenses
(Gross)............................... 1.04% 0.85%
Waiver.................................. 0.44%(1) 0.25%(2)
Net Annual Fund Operating Expenses...... 0.60% 0.60%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE MINNESOTA
MINNESOTA TAX-FREE
TAX-FREE PRO FORMA
---------- ----------
<S> <C> <C>
CLASS A
One Year................................ $ 509 $ 509
Three Year.............................. $ 730 $ 720
Five Year............................... $ 970 $ 949
Ten Year................................ $1,656 $1,605

CLASS B
One Year................................ $ 637 $ 637
Three Year.............................. $ 879 $ 823
Five Year............................... $1,247 $1,133
Ten Year................................ $1,963 $1,776

CLASS I
One Year................................ $ 61 $ 61
Three Year.............................. $ 287 $ 246
Five Year............................... $ 531 $ 447
Ten Year................................ $1,231 $1,026
</TABLE>

54
<PAGE>

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE PRIME INVESTMENT
READY CASH INVESTMENT MONEY MARKET
(PUBLIC ENTITIES SHARES) PRO FORMA
------------------------ ----------------
<S> <C> <C>
CLASS SERVICE
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original purchase
or the NAV on the date of the
redemption)......................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.33% 0.10%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.56% 0.61%
Total Annual Fund Operating Expenses
(Gross)............................... 0.89% 0.71%
Waiver.................................. 0.34%(1) 0.16%(2)
Net Annual Fund Operating Expenses...... 0.55% 0.55%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
NORWEST WF
ADVANTAGE PRIME INVESTMENT
READY CASH INVESTMENT MONEY MARKET
(PUBLIC ENTITIES SHARES) PRO FORMA
------------------------- -----------------
<S> <C> <C>
CLASS I
One Year................................ $ 56 $ 56
Three Year.............................. $ 250 $211
Five Year............................... $ 460 $379
Ten Year................................ $1,065 $867
</TABLE>

55
<PAGE>

<TABLE>
<CAPTION>
WF
100%
NORWEST TREASURY
ADVANTAGE MONEY MARKET
TREASURY PRO FORMA
--------- ------------
<S> <C> <C>
Shareholder Fees (fees paid directly
from your investment):
Maximum Sales Charge (Load) on
Purchases
(as a percentage of offering
price).............................. None None
Maximum Deferred Sales Charge (Load)
(as a percentage of the lower of the
NAV on the date of original
purchase or the NAV on the date of
the redemption)..................... None None
Annual Fund Operating Expenses
(expenses that are deducted from fund
assets)
Management fee.......................... 0.15% 0.35%
Distribution (Rule 12b-1) fee........... 0.00% 0.00%
Other expenses.......................... 0.39% 0.20%
Total Annual Fund Operating Expenses
(Gross)............................... 0.54% 0.55%
Waiver.................................. 0.08%(1) 0.09%(2)
Net Annual Fund Operating Expenses...... 0.46% 0.46%
</TABLE>

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

EXAMPLE OF EXPENSES:

<TABLE>
<CAPTION>
WF
NORWEST 100% TREASURY
ADVANTAGE MONEY MARKET
TREASURY PRO FORMA
---------- -------------
<S> <C> <C>
CLASS I
One Year................................ $ 47 $ 47
Three Year.............................. $165 $167
Five Year............................... $294 $298
Ten Year................................ $669 $681
</TABLE>

56
<PAGE>

EXHIBIT B
TRUSTEES OF THE WELLS FARGO FUNDS TRUST

<TABLE>
<CAPTION>
NAME AGE OCCUPATION
- ------------------------- --- ------------------------------------------------------------------------------
<S> <C> <C>
Robert C. Brown 67 Board member of NAF Funds since 1992; member of the Valuation Board Committee.
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, until 1991. Lives in
Sarasota, Florida.

Donald H. Burkhardt 72 Board member of NAF Funds since 1992; Chairman of the Audit Board Committee
and member of the Nominating Board Committee. Principal of the Burkhardt Law
Firm. Lives in Denver, Colorado.

Jack S. Euphrat 76 Board member of SC Funds since inception in 1991; member of the Audit and
Nominating Committees. Private Investor. Lives in Atherton, California.

Thomas S. Goho 57 Board member of SC Funds since inception in 1991; Chairman of the Nominating
Committee and member of the Audit Committee. Associate Professor of Finance of
the School of Business and Accounting at Wake Forest University since 1982.
Lives in Winston-Salem, North Carolina.

Peter G. Gordon 56 Board member of SC Funds since 1998; Chairman of the Audit Committee and
member of the Nominating Committee. Chairman and Co-Founder of Crystal Geyser
Water Company and President of Crystal Geyser Roxane Water Company since 1977.
Lives in Mill Valley, California.

W. Rodney Hughes 72 Board member of SC Funds since inception in 1991. Private investor. Lives in
San Rafael, California.

Richard M. Leach 65 Board member of the Norwest Advantage Fund family since inception; member of
the Audit and Nominating Committees. President of Richard M. Leach Associates
(a financial consulting firm) since 1992. Prior thereto, he was Senior Adviser
of Taylor Investments (a registered investment adviser).

J. Tucker Morse 54 Board member of SC Funds since inception in 1991. Chairman of Home Account
Network, Inc.; Chairman of Renaissance Properties Ltd.; President of Morse
Investment Corporation; Co-Managing Partner of Main Street Ventures. Lives in
Charleston, South Carolina.

Timothy J. Penny 46 Board member of NAF Funds since 1995; member of the Nominating and Audit Board
Committees. Senior Counsel 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, he
was Representative to the United States Congress from Minnesota's First
Congressional District. Lives in Waseca, Minnesota.

Donald C. Willeke 58 Board member of NAF Funds since 1995; member of the Nominating and Audit Board
Committees. Principal of the law firm of Willeke & Daniels. Lives in
Minneapolis, Minnesota.
</TABLE>

57
<PAGE>

EXHIBIT C
OUTSTANDING SHARES

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND CLASS
- -----------------------------------------------------------------------------
<S> <C>
NAF Diversified Equity
Class A shares............................................................. 1,437,013
Class B shares............................................................. 2,298,294
Class C shares............................................................. 9,701
Class I shares............................................................. 33,776,496

NAF Performa Disciplined Growth
Class I Shares............................................................. 4,767,959

NAF Diversified Small Cap
Class A shares............................................................. 159,311
Class B shares............................................................. 50,236
Class I shares............................................................. 6,504,775

NAF Growth Equity
Class A shares............................................................. 491,216
Class B shares............................................................. 539,875
Class C shares............................................................. 1,580
Class I shares............................................................. 25,767,629

NAF Index
Class I Shares............................................................. 20,825,555

NAF International
Class A shares............................................................. 129,274
Class B shares............................................................. 87,480
Class I shares............................................................. 11,872,374

NAF Large Company Growth
Class A shares............................................................. 3,181,365
Class B shares............................................................. 2,619,035
Class I shares............................................................. 11,642,367

NAF Small Cap Opportunites
Class A shares............................................................. 236,872
Class B shares............................................................. 212,405
Class I shares............................................................. 9,968,926

NAF Performa Small Cap Value
Class I Shares............................................................. 2,097,672

NAF Small Company Growth
Class I Shares............................................................. 20,800,748

NAF WealthBuilder II Growth.................................................. 1,005,317

NAF WealthBuilder II Growth and Income....................................... 901,775

NAF Aggressive Balanced-Equity
Class I Shares............................................................. 2,351,960

NAF Growth Balanced
Class A shares............................................................. 100,969
Class B shares............................................................. 257,958
</TABLE>

58
<PAGE>

<TABLE>
<CAPTION>
NAME OF PORTFOLIO AND CLASS
- -----------------------------------------------------------------------------
<S> <C>
Class C shares............................................................. 33,924
Class I shares............................................................. 27,376,799

NAF Moderate Balanced
Class I Shares............................................................. 21,864,066

NAF WealthBuilder II Growth Balanced......................................... 2,054,878

NAF Diversified Bond
Class I Shares............................................................. 6,820,124

NAF Stable Income
Class A shares............................................................. 979,048
Class B shares............................................................. 223,147
Class I shares............................................................. 17,330,011

NAF Strategic Income
Class I Shares............................................................. 13,438,760

NAF Colorado Tax-Free
Class A shares............................................................. 3,790,004
Class B shares............................................................. 980,565
Class I shares............................................................. 4,525,321

NAF Limited Term Tax-Free
Class I Shares............................................................. 8,248,418

NAF Minnesota Intermediate Tax-Free
Class I Shares............................................................. 22,416,043

NAF Minnesota Tax-Free Fund
Class A shares............................................................. 3,423,479
Class B shares............................................................. 1,972,866
Class I shares............................................................. 2,383,619

NAF Ready Cash Investment (Public Entity Shares)
Institutional Shares....................................................... 59,009,001

NAF Treasury
Institutional Shares....................................................... 1,623,798,555
</TABLE>

59
<PAGE>
APPENDIX

<TABLE>
<S> <C>
STAGECOACH FUNDS, INC. NORWEST ADVANTAGE FUNDS
111 CENTER STREET TWO PORTLAND SQUARE
LITTLE ROCK, AR 77201 PORTLAND, ME O4101
</TABLE>

BY MY SIGNATURE BELOW, I APPOINT R. GREG. FELTUS, RICHARD H. BLANK, JR. AND
MICHAEL W. NOLTE (OFFICERS OF STAGECOACH FUNDS, INC.), THOMAS G. SHEEHAN, DON L.
EVANS AND DAVID I. GOLDSTEIN (OFFICERS OF NORWEST ADVANTAGE FUNDS) AS MY PROXIES
AND ATTORNEYS TO VOTE ALL FUND SHARES OF THE PORTFOLIO(S) IDENTIFIED BELOW THAT
I AM ENTITLED TO VOTE AT THE SPECIAL MEETING(S) OF SHAREHOLDERS OF STAGECOACH
FUNDS, INC. (THE "SC FUNDS") AND NORWEST ADVANTAGE FUNDS (THE "NAF FUNDS") TO BE
HELD AT THE OFFICES OF MORRISON & FOERSTER LLP, 2000 PENNSYLVANIA AVENUE, N.W.,
WASHINGTON, D.C. ON THURSDAY, AUGUST 5, 1999 AT 10:00 A.M. (EASTERN TIME), AND
AT ANY ADJOURNMENTS OF THE MEETING. THE PROXIES SHALL HAVE ALL THE POWERS THAT I
WOULD POSSESS IF PRESENT. I HEREBY REVOKE ANY PRIOR PROXY, AND RATIFY AND
CONFIRM ALL THAT THE PROXIES, OR ANY OF THEM, MAY LAWFULLY DO. I ACKNOWLEDGE
RECEIPT OF THE NOTICE OF SPECIAL SHAREHOLDERS MEETING AND THE COMBINED PROXY
STATEMENT DATED MAY 25, 1999.

THIS PROXIES SHALL VOTE MY SHARES ACCORDING TO MY INSTRUCTIONS GIVEN BELOW
WITH RESPECT TO THE PROPOSAL. IF I DO NOT PROVIDE AN INSTRUCTION, I UNDERSTAND
THAT THE PROXIES WILL VOTE MY SHARES IN FAVOR OF THE PROPOSAL. THE PROXIES WILL
VOTE ON ANY OTHER MATTER THAT MAY ARISE IN THE MEETING ACCORDING TO THEIR BEST
JUDGMENT.

THIS PROXY IS SOLICITED BY THE BOARDS OF DIRECTORS AND TRUSTEES OF SC AND
NAF FUNDS, WHICH UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

PLEASE VOTE BY CHECKING THE APPROPRIATE BOX:

1. To reorganize the Fund into a Fund of Wells Fargo Funds Trust, a new
Delaware business trust.

/ / FOR / / AGAINST / / ABSTAIN

<TABLE>
<S> <C>
Name of Fund ------------------------------ --------------------------------------------
Signature of Shareholder

No. of Shares -------------------------------
--------------------------------------------
Signature of Shareholder
</TABLE>

NOTE: PLEASE MAKE SURE THAT YOU COMPLETE, SIGN AND DATE YOUR PROXY CARD. PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR ON YOUR ACCOUNT. WHEN SIGNING AS A
FIDUCIARY, PLEASE GIVE YOUR FULL TITLE AS SUCH. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. CORPORATE PROXIES SHOULD BE SIGNED IN FULL CORPORATE NAME BY AN
AUTHORIZED OFFICER.

FOR YOUR CONVENIENCE, YOU MAY VOTE BY ENCLOSING THE PROXY BALLOT IN THE ENCLOSED
POSTAGE PAID ENVELOPE, OR BY FAXING IT TO D.F. KING & CO., INC. AT
1-212-269-2796. YOU ALSO MAY VOTE BY CALLING D.F. KING & COMPANY TOLL-FREE AT
1-800-690-6903 24 HOURS A DAY, OR ON THE INTERNET AT WWW.PROXYVOTE.COM. A
CONFIRMATION OF YOUR TELEPHONE OR FAXED VOTE WILL BE MAILED TO YOU.