NORWEST ADVANTAGE FUNDS /ME/
497, 1999-07-20
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                             NORWEST ADVANTAGE FUNDS

                                   STOCK FUNDS

                         Supplement Dated July 20, 1999
          to Prospectus Dated October 1, 1998 as Amended March 1, 1999


                             I. FUND REORGANIZATIONS

       On March 25,  1999,  the Board of  Trustees  of Norwest  Advantage  Funds
       approved the  reorganization  of each Norwest  Advantage  Fund into a new
       portfolio of Wells Fargo Funds Trust. The  reorganizations  are part of a
       plan to consolidate  the  Stagecoach and Norwest  Advantage fund families
       following  last  November's  merger of Wells  Fargo & Company and Norwest
       Corporation.  Norwest  Advantage  Funds will present each  proposed  fund
       reorganization to the fund's shareholders for their approval at a special
       shareholders' meeting that is planned for August 1999.

       If shareholders approve the reorganizations,  each Norwest Advantage Fund
       will reorganize  into a  corresponding  Wells Fargo Funds Trust portfolio
       that has substantially similar investment objectives and, except as noted
       below,  investment  policies.  In  general,  the Wells  Fargo Funds Trust
       portfolios will not combine with other funds of the Stagecoach or Norwest
       Advantage fund families.

       The  reorganizations  contemplate,  however,  that each of the  following
       funds or classes of funds of Norwest Advantage Funds will reorganize into
       a portfolio of Wells Fargo Funds Trust that may have  somewhat  different
       investment  policies  from those of the fund and may  combine  with other
       Stagecoach or Norwest Advantage funds:


           Norwest Advantage Funds                      Wells Fargo Funds Trust

           Valugrowth Stock Fund            --          Growth Fund
           Small Company Stock Fund         --          Small Cap Fund


       You may not  purchase  shares of the Wells Fargo  Funds Trust  portfolios
       until after the  reorganizations  occur,  but you  currently may purchase
       shares of  substantially  similar funds within the  Stagecoach or Norwest
       Advantage fund families.

       You need not act with respect to the reorganizations at this time or make
       any changes to your investments.  Norwest Advantage Funds and Wells Fargo
       Funds  Trust  mailed  proxy  materials  to you  in  June  if  you  were a
       shareholder   as  of  May  6,  1999.   These   materials   describe   the
       reorganizations in detail, including any effect on expense ratios. If you
       buy fund shares  after that date,  you will not be entitled to vote those
       shares on the fund's  reorganization,  but you may  request a copy of the
       proxy materials.

       You should be aware that,  for certain  Share  Classes of certain  Funds,
       expense ratio increases of up to 0.28% are contemplated.  In other cases,
       expense   ratios   are   expected   to  remain   unchanged.   THE  FUNDS'
       REORGANIZATIONS   ARE   EXPECTED   TO  BE  TAX-FREE   TRANSACTIONS.   THE
       REORGANIZATIONS WILL NOT TRIGGER ANY SALES CHARGES.

       If you have any  questions or, if you want to request a copy of the proxy
       materials, you should call 1-800-394-0736.




<PAGE>



                          II. CHANGES IN SALES CHARGES

       Beginning  May 17,  1999,  the sales  load  structure  for A Shares and B
       Shares will change to the  structure  set forth below.  This  information
       about the  funds'  sales  charge  structure  replaces  all  corresponding
       information about sales charges in your current Prospectus.

<TABLE>
          <S>                                      <C>                        <C>
       A SHARES*
                                  BROKER-DEALER
             BREAKPOINT                            LOAD                    REALLOWANCE
- -----------------------------------------------------------------------------------------
[Greater than symbol] $50,000                      5.75%                     5.00%
             $50,000-99,999                        4.75%                     4.00%
             $100,000-249,999                      3.75%                     3.00%
             $250,000-499,999                      2.75%                     2.25%
             $500,000-999,999                      2.00%                     1.75%
             >$1,000,000                           0.00%                     1.00%
</TABLE>

       *If you redeem A Shares purchased  without a sales charge within one year
       of the date of purchase, the funds may impose a 1.00% charge. This charge
       is based on the lower of the NAV of the  shares  redeemed  on the date of
       purchase or the date of redemption.

       B SHARES

       If you  purchase B Shares of any fund after May 17,  1999,  those  shares
       will not convert  into A Shares  until the  beginning  of the eighth year
       after your purchase.  You will pay a CDSC on these B Shares as follows if
       you redeem them before they convert:

<TABLE>
       <S>               <C>         <C>      <C>        <C>        <C>        <C>       <C>        <C>
       --------------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
                       BROKER
                        PAYOUT     YEAR 1    YEAR 2     YEAR 3    YEAR 4     YEAR 5    YEAR 6     YEAR 7
       --------------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
       --------------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
         CDSC             4%         5%        4%          3%       3%         2%        1%         0%
       --------------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
</TABLE>


       EXCHANGES

       Beginning  May 17, 1999,  if you exchange A Shares of a fund for A Shares
       of another fund with a higher sales load, you will not be required to pay
       the difference in the sales load.

       SALES CHARGE REDUCTION PROGRAM ENHANCEMENTS:

       A SHARES
       Beginning May 17, 1999,  if you purchase A Shares of a Norwest  Advantage
       Fund,  that  purchase may count  towards  reductions of sales charges for
       purchases  of Class A shares  of funds  in the  Stagecoach  fund  family.
       Currently,  through  Rights of  Accumulation,  you may  reduce  the sales
       charges you pay on A Shares of Norwest  Advantage  Funds by  accumulating
       purchases  of  different  Norwest  Advantage  Funds to  reach  one of the
       breakpoints  listed in this  Supplement.  You also may pay a lower  sales
       charge by signing a Statement of  Intention  to invest a specific  amount
       over a certain  period of time.  Beginning May 17, 1999, you may use your
       Norwest  Advantage  Funds Right of Accumulation or Statement of Intention
       to  accumulate   purchases  of  different  Norwest  Advantage  Funds  AND
       STAGECOACH FUNDS to reach a breakpoint in the sales charges for A Shares.

       B SHARES
       For Class B shares  purchased  after May 17, 1999, a fund will not charge
       any CDSC for your  withdrawal  of B Shares under an Automatic  Withdrawal
       Plan, provided that your aggregate  withdrawal of the fund's shares under
       the Plan  does not  exceed  10%  (including  dividend  and  capital  gain
       distributions) annually of your B Shares shareholdings of the fund, based
       on the anniversary date of the Plan.

       III. CHANGES TO PURCHASES, REDEMPTIONS AND EXCHANGES OF FUND SHARES

       You should use the following  new addresses  when mailing or wiring funds
       to your Norwest  Advantage Funds account or sending  written  requests to
       the transfer agent:


     BY REGULAR MAIL:                   Norwest Advantage Funds
                                        P.O. Box 8265
                                        Boston, MA 02266-8265

     BY OVERNIGHT MAIL ONLY TO: Norwest Advantage Funds
                                        Attn:  CCSU
                                        Boston Financial
                                        66 Brooks Drive
                                        Braintree, MA 02184

     BY WIRE TO:                        State Street Bank & Trust
                                        Boston, MA
                                        ABA 011000028
                                        FNF: (Norwest Advantage Fund name)
                                        AC: 9905-434-8
                                        For Further Credit: _____________
                                        (Name on Norwest Advantage Fund Account
                                        and Fund Account Number)

       You should use these  addresses  instead of those  currently set forth in
       the section of your  current  Prospectus  describing  how to buy and sell
       fund shares.  All other  information in that section  remains  unchanged.
       YOUR CURRENT SHAREHOLDER  SERVICES TELEPHONE NUMBER WILL REMAIN THE SAME.
       FOR   INFORMATION   ON  YOUR  ACCOUNT,   YOU  SHOULD   CONTINUE  TO  CALL
       1-612-667-8833  (MINNEAPOLIS/ST.  PAUL) OR 1-800-338-1348 (ELSEWHERE) AND
       PRESS OPTION 3.


                        IV. SMALL CAP OPPORTUNITIES FUND

Small Cap  Opportunities  Fund  formerly  invested all of its assets in Schroder
U.S. Smaller Companies  Portfolio.  The Fund currently invests all of its assets
directly in a portfolio of securities. References in the Prospectus to "Schroder
U.S. Smaller Companies  Portfolio" are deleted. The Fund's investment adviser is
Norwest  Investment  Management,  Inc.  ("Norwest")  and the  Fund's  investment
subadviser is Schroder Capital Management  International Inc. ("Schroder").  The
Fund's  portfolio  manager,  investment  objective  and policies did not change.
Norwest is  entitled  to  receive  an annual fee of 0.60% of the Fund's  average
daily net assets. The Fund does not compensate Schroder directly for subadvisory
services;  rather,  Norwest compensates  Schroder out of Norwest's advisory fee.
The  Fund's  annual  operating  expense  ratio net of fee  waivers  and  expense
reimbursements  will remain the same. The Fund's total annual operating expenses
and other expenses absent fee waivers and expense  reimbursements  are estimated
to be  1.46%  and  0.86%  for  A  shares  and  2.47%  and  1.87%  for B  shares,
respectively.

                            V. VALUGROWTH STOCK FUND

Ms. Kelli K. Hill became the  portfolio  manager for  ValuGrowth  Stock Fund (as
described  on page 43) on July 1, 1999.  All  references  in the  prospectus  to
Charles J. Meyer,  the portfolio  manager of the Fund prior to July 1, 1999, are
deleted.  The following  replaces,  in its entirety,  the subparagraph  entitled
"ValuGrowth Stock Fund" under the section entitled  "Management of the Funds" on
Page 43:

         PORTFOLIO MANAGER:          Kelli K. Hill (1999)
         ADVISORY FEE:               0.80%- 1st $300 million, 0.76%- next
                                     $400 million, 0.72%- remaining

The  following  replaces  the  section  entitled   "Portfolio   Managers-Norwest
Portfolio Managers" on Page 46:

          KELLI K. HILL,  associated with Norwest since 1999. Ms. Hill is also a
          portfolio  manager  at WCM,  with whom she has been  associated  since
          1989.  Ms. Hill is also the  Treasurer  for the San  Francisco  Ballet
          Association  Encore!,  and a board  member for Las Casa de les Madres,
          the largest women's shelter in the San Francisco area.

                        VI. SMALL COMPANY STOCK PORTFOLIO

Growth Balanced Fund,  Diversified Equity Fund, Growth Equity Fund,  Diversified
Small Cap Fund and Small  Company  Stock  Fund  invest  in Small  Company  Stock
Portfolio.  All references in the prospectus to Kenneth Lee, a portfolio manager
of the Portfolio prior to July 20, 1999, are deleted.

The portfolio  manager for Small  Company Stock  Portfolio (as described on page
46) has been changed.  The following replaces,  in its entirety,  the subsection
beginning "Portfolio: Small Company Stock Portfolio" under the sections entitled
"Growth  Balanced  Fund",   "Diversified   Equity  Fund,  Growth  Equity  Fund,"
"Diversified  Small Cap Fund" and "Small  Company  Stock  Fund" in the tables on
Pages 42 to 45:


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

                       VII. ANNUAL FUND OPERATING EXPENSES

As  indicated  in  footnote  7 on page 7,  Other  Expenses  and Total  Operating
Expenses,  absent estimated expense  reimbursements and waivers,  have increased
for the A share class of Growth  Balanced  Fund,  Large Company  Growth Fund and
Diversified Small Cap Fund. Absent estimated expense reimbursements and waivers,
Other Expenses and Total Operating  Expenses would be 0.58% and 1.50% for Growth
Balanced Fund, 0.60% and 1.43% for Large Company Growth Fund and 1.72% and 3.05%
for  Diversified  Small Cap Fund.  Because each Fund's Other  Expenses and Total
Operating Expenses, after estimated expense reimbursements and waivers, will not
change, the fees that you pay will not increase.

<PAGE>


                             NORWEST ADVANTAGE FUNDS

                               INSTITUTIONAL FUNDS

                         Supplement Dated July 20, 1999
         to Prospectus Dated October 1, 1998 as Amended December 1, 1998


                             I. FUND REORGANIZATIONS

On March 25, 1999, the Board of Trustees of Norwest Advantage Funds approved the
reorganization  of each  Norwest  Advantage  Fund into a new  portfolio of Wells
Fargo Funds Trust.  The  reorganizations  are part of a plan to consolidate  the
Stagecoach and Norwest Advantage fund families  following last November's merger
of Wells Fargo & Company and Norwest  Corporation.  Norwest Advantage Funds will
present each proposed fund  reorganization to the fund's  shareholders for their
approval at a special shareholders' meeting that is planned for August 1999.

If shareholders  approve the  reorganizations,  each Norwest Advantage Fund will
reorganize  into a  corresponding  Wells Fargo Funds  Trust  portfolio  that has
substantially   similar  investment  objectives  and,  except  as  noted  below,
investment policies. In general, the Wells Fargo Funds Trust portfolios will not
combine with other funds of the Stagecoach or Norwest Advantage fund families.

The reorganizations  contemplate,  however,  that each of the following funds or
classes of funds of Norwest  Advantage Funds will reorganize into a portfolio of
Wells Fargo Funds Trust that may have  somewhat  different  investment  policies
from  those  of the  fund and may  combine  with  other  Stagecoach  or  Norwest
Advantage funds:

<TABLE>
    <S>                                                     <C>
    Norwest Advantage Funds                                Wells Fargo Funds Trust

    Valugrowth Stock Fund                       --         Growth Fund
    Small Company Stock Fund                    --         Small Cap Fund
    Limited-Term Government Income Fund         --         Limited-Term Government Income Fund
    Total Return Bond Fund                      --         Income Fund
    Treasury Plus Fund                          --         Treasury Plus Money Market Fund
    Investor Shares of                          --         Money Market Fund
    Ready Cash Investment Fund
</TABLE>


You may not  purchase  shares of the Wells Fargo Funds  Trust  portfolios  until
after the  reorganizations  occur,  but you  currently  may  purchase  shares of
substantially  similar  funds within the  Stagecoach or Norwest  Advantage  fund
families.

You need not act with  respect to the  reorganizations  at this time or make any
changes to your investments. Norwest Advantage Funds and Wells Fargo Funds Trust
mailed  proxy  materials to you in June if you were a  shareholder  as of May 6,
1999.  These materials  describe the  reorganizations  in detail,  including any
effect on expense  ratios.  If you buy fund shares after that date, you will not
be  entitled  to vote  those  shares on the fund's  reorganization,  but you may
request a copy of the proxy materials.

The funds'  reorganizations  (except for those of Ready Cash Investment Fund and
Municipal  Money Market Fund) are  expected to be tax-free  transactions.  Ready
Cash Investment  Fund's and Municipal Money Market Fund's  reorganizations  will
not be tax-free transactions, but are not expected to result in tax consequences
to shareholders. THE REORGANIZATIONS WILL NOT TRIGGER ANY SALES CHARGES.

If you  have  any  questions  or,  if you want to  request  a copy of the  proxy
materials, you should call 1-800-394-0736.



<PAGE>


       II. CHANGES TO PURCHASES, REDEMPTIONS AND EXCHANGES OF FUND SHARES

The following table replaces the table in the section entitled "General Purchase
Information" on page 73 of the prospectus:
<TABLE>
          <S>                                          <C>                               <C>
       Fund                                         Orders Must Be Received By         Payment Must Be Received By
       Cash Investment Fund                         3:00 p.m., Eastern Time            4:00 p.m., Eastern Time
       Ready Cash Investment Fund                   3:00 p.m., Eastern Time            4:00 p.m., Eastern Time
       U.S. Government Fund                         2:00 p.m., Eastern Time            4:00 p.m., Eastern Time
       Treasury Plus Fund                           5:00 p.m., Eastern Time            5:00 p.m., Eastern Time
       Treasury Fund                                1:00 p.m., Eastern Time            4:00 p.m., Eastern Time
       Municipal Money Market Fund                  Noon, Eastern Time                 4:00 p.m., Eastern Time
</TABLE>

You should use the following new addresses  when mailing or wiring funds to your
Norwest  Advantage  Funds  account or sending  written  requests to the transfer
agent:

      BY REGULAR MAIL:                   Norwest Advantage Funds
                                         P.O. Box 8265
                                         Boston, MA 02266-8265

      BY OVERNIGHT MAIL ONLY TO:         Norwest Advantage Funds
                                         Attn:  CCSU
                                         Boston Financial
                                         66 Brooks Drive
                                         Braintree, MA 02184

      BY WIRE TO:                        State Street Bank & Trust
                                         Boston, MA
                                         ABA 011000028
                                         FNF: (Norwest Advantage Fund name)
                                         AC: 9905-434-8
                                         For Further Credit: _____________
                                         (Name on Norwest Advantage Fund Account
                                         and Fund Account Number)

You  should use these  addresses  instead  of those  currently  set forth in the
section of your current  Prospectus  describing how to buy and sell fund shares.
All  other  information  in  that  section  remains   unchanged.   YOUR  CURRENT
SHAREHOLDER  SERVICES  TELEPHONE NUMBER WILL REMAIN THE SAME. FOR INFORMATION ON
YOUR ACCOUNT, YOU SHOULD CONTINUE TO CALL 1-612-667-8833 (MINNEAPOLIS/ST.  PAUL)
OR 1-800-338-1348 (ELSEWHERE) AND PRESS OPTION 3.


                       III. INTERNATIONAL EQUITY PORTFOLIO

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

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

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

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

<TABLE>
<S>                                       <C>                                <C>
    Currency Rate Risk                   Foreign Risk                       Geographic Concentration Risk
    Leverage Risk                        Market Risk
</TABLE>


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

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

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

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

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

<TABLE>
          <S>                                <C>
         PORTFOLIO:                       INTERNATIONAL EQUITY PORTFOLIO
         SUBADVISER:                      WCM
         PORTFOLIO MANAGERS:              Katherine Schapiro, CFA (1999) and Stacey Ho, CFA (1999)
         ADVISORY FEE:                    1.20%
</TABLE>


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

         Wells Fargo Portfolio Managers:

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

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

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

<TABLE>
<S>                                          <C>            <C>            <C>            <C>              <C>
- ----------------------------------------- ------------ ---------------- ---------------- --------------- ---------------
                                                                                         INTERNATIONAL    SCHRODER EM
                                                        INTERNATIONAL    INTERNATIONAL       EQUITY      CORE PORTFOLIO
                                                            STYLE          PORTFOLIO       PORTFOLIO
                                                       ---------------- ---------------- --------------- ---------------
                                                       ------ --------- ------ --------- ----- --------- ----- ---------
FUND NAME           (PAGE NUMBERS)        PORTFOLIOS     %    % RANGE    %     % RANGE    %    % RANGE    %    % RANGE
- ----------------------------------------- ------------ ------ --------- ------ --------- ----- --------- ----- ---------
Strategic Income                              17         3    1.5-4.5    2.2   0.9-3.5   0.7   0.3-1.0   0.1    0-0.7
(35)                                          16         6    3.8-8.3    4.4   2.3-6.4   1.4   0.8-1.9   0.2    0-1.3
Moderate Balanced
(39-40)
Growth Balanced                               15        9.8   6.8-12.8   7.2   4.2-9.9   2.2   1.5-2.9   0.4     0-2
(40-41)
Aggressive Balanced-Equity  (41-42)           15        12      9-15     8.8   5.6-11.6  2.7    2-3.4    0.5    0-2.3
Diversified Equity                            12        15    13.5-16.5 11.0   8.1-13.1  3.4   1.9-4.9   0.6    0-2.6
(44-45)
Growth Equity                                  9        30     28-32    22.1   17-25.3   6.8   4.8-8.8   1.2    0-5.1
(45-46)
- ----------------------------------------- ------------ ------ --------- ------ --------- ----- --------- ----- ---------
</TABLE>


                        IV. SMALL COMPANY STOCK PORTFOLIO

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

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


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


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

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


                         V. SMALL CAP OPPORTUNITIES FUND

Small Cap  Opportunities  Fund  formerly  invested all of its assets in Schroder
U.S. Smaller Companies  Portfolio.  The Fund currently invests all of its assets
directly in a portfolio of securities. References in the Prospectus to "Schroder
U.S. Smaller Companies  Portfolio" are deleted. The Fund's investment adviser is
Norwest  Investment  Management,  Inc.  ("Norwest")  and the  Fund's  investment
subadviser is Schroder Capital Management  International Inc. ("Schroder").  The
Fund's  portfolio  manager,  investment  objective  and policies did not change.
Norwest is  entitled  to  receive  an annual fee of 0.60% of the Fund's  average
daily net assets. The Fund does not compensate Schroder directly for subadvisory
services;  rather,  Norwest compensates  Schroder out of Norwest's advisory fee.
The  Fund's  annual  operating  expense  ratio net of fee  waivers  and  expense
reimbursements  will remain the same. The Fund's total annual operating expenses
and other expenses absent fee waivers and expense  reimbursements  are estimated
to be 1.28% and 0.68%, respectively.


                           VI. STABLE INCOME PORTFOLIO

Stable Income Fund,  Strategic Income Fund and Moderate  Balanced Fund invest in
Stable  Income  Portfolio.  Effective  July  19,  1999,  John  Huber is the sole
portfolio  manager of the  Portfolio.  All  references to Karl P.  Tourville are
deleted.  The following  replaces,  in its entirety,  the  subsection  beginning
"Portfolio:  Stable Income Portfolio" under the sections entitled "Stable Income
Fund,"  "Strategic  Income Fund," and "Moderate  Balanced Fund,  Growth Balanced
Fund, Aggressive Balanced-Equity Fund," in the tables on Pages 62 to 65:


         PORTFOLIO:                  STABLE INCOME PORTFOLIO
         PORTFOLIO MANAGER:          John Huber (1998)
         ADVISORY FEE:               0.30%


                           VII. VALUGROWTH STOCK FUND

Ms. Kelli K. Hill became the  portfolio  manager for  ValuGrowth  Stock Fund (as
described  on page 67) on July 1, 1999.  All  references  in the  prospectus  to
Charles J. Meyer,  the  portfolio  manager of the Fund prior to July 1, 1999 are
deleted.  The following  replaces,  in its entirety,  the subparagraph  entitled
"ValuGrowth Stock Fund" under the section entitled "Equity Funds" on Page 67:


         PORTFOLIO MANAGER:          Kelli K. Hill (1999)
         ADVISORY FEE:               0.80%- 1st $300 million, 0.76%- next $400
                                     million, 0.72%- remaining


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

          KELLI K. HILL,  associated with Norwest since 1999. Ms. Hill is also a
          portfolio  manager  at WCM,  with whom she has been  associated  since
          1989.  Ms. Hill is also the  Treasurer  for the San  Francisco  Ballet
          Association  Encore!,  and a board  member for Las Casa de les Madres,
          the largest women's shelter in the San Francisco area.


                     VIII. DETERMINATION OF NET ASSET VALUE

The following table replaces the table in the section entitled "Determination of
Net Asset Value" on page 82 of the prospectus:

<TABLE>
<S>                                                              <C>
Municipal Money Market Fund                                     Noon, Eastern Time
Treasury Fund                                                   1:00 p.m., Eastern Time
U.S. Government Fund                                            2:00 p.m., Eastern Time
Cash Investment Fund and Ready Cash Investment Fund             3:00 p.m., Eastern Time
Each Other Fund                                                 4:00 p.m., Eastern Time
Treasury Plus Fund                                              5:00 p.m., Eastern Time
</TABLE>



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