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As filed with the Securities and Exchange Commission on October 1, 1999
File Nos. 33-9645 and 811-4881
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 60
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 61
NORWEST ADVANTAGE FUNDS
(Formerly "Norwest Funds" and "Prime Value Funds, Inc.")
Two Portland Square
Portland, Maine 04101
(207) 879-1900
Don L. Evans, Esq.
Forum Administrative Services, LLC
Two Portland Square
Portland, Maine 04101
Copies to:
Anthony C. J. Nuland, Esq.
Seward & Kissel, LLP
1200 G Street, N.W.
Washington, D.C. 20005
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to Rule 485, paragraph (b)
[ ] on _________________ pursuant to Rule 485, paragraph (b)
[ ] 60 days after filing pursuant to Rule 485, paragraph (a)(1)
[ ] on _________________ pursuant to Rule 485, paragraph (a)(1)
[ ] 75 days after filing pursuant to Rule 485, paragraph (a)(2)
[ ] on _________________ pursuant to Rule 485, paragraph (a)(2)
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Cash Investment Fund, Ready Cash
Investment Fund, U.S. Government Fund, Treasury Plus Fund, Treasury Fund,
Municipal Money Market Fund, Stable Income Fund, Limited Term Government Income
Fund, Intermediate Government Income Fund, Diversified Bond Fund, Income Fund,
Total Return Bond Fund, Strategic Income Fund, Limited Term Tax-Free Fund,
Tax-Free Income Fund, Colorado Tax-Free Fund, Minnesota Intermediate Tax-Free
Fund, Minnesota Tax-Free Fund, Moderate Balanced Fund, Growth Balanced Fund,
Aggressive Balanced Equity Fund, Index Fund, Income Equity Fund, ValuGrowthSM
Stock Fund, Diversified Equity Fund, Growth Equity Fund, Large Company Growth
Fund, Diversified Small Cap Fund, Small Company Stock Fund, Small Cap
Opportunities Fund, Small Company Growth Fund, International Fund, Performa
Strategic Value Bond Fund, Performa Disciplined Growth Fund, Performa Small Cap
Value Fund, Performa Global Growth Fund, Norwest WealthBuilder II Growth
Balanced Portfolio, Norwest WealthBuilder II Growth and Income Portfolio and
Norwest WealthBuilder II Growth Portfolio.
Ready Cash Investment Fund, Stable Income Fund, Total Return Bond Fund, Index
Fund, Income Equity Fund, Large Company Growth Fund, Small Company Growth Fund,
Performa Strategic Value Bond Fund, Performa Disciplined Growth Fund and
Performa Small Cap Value Fund of Registrant are structured as master-feeder
funds and this amendment is also executed by Core Trust (Delaware).
<PAGE>
PART A
This amendment to the Norwest Advantage Funds registration statement
incorporates by reference Part A of post-effective amendment 58 dated September
14, 1999 accession number 0001004402-99-000379 and post-effective amendment 59
dated September 16, 1999, accession number 0001004402-99-000382.
<PAGE>
PART B
This amendment to the Norwest Advantage Funds registration statement
incorporates by reference Part B of post-effective amendment 58 dated September
14, 1999 accession number 0001004402-99-000379 and post-effective amendment 59
dated September 16, 1999, accession number 0001004402-99-000382.
<PAGE>
PART C
This amendment to the Norwest Advantage Funds registration statement
incorporates by reference Part C of post-effective amendment 58 dated September
14, 1999 accession number 0001004402-99-000379 and post-effective amendment 59
dated September 16, 1999, accession number 0001004402-99-000382.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this registration statement
under rule 485(b) under the Securities Act of 1933, as amended, and has duly
caused this post-effective amendment number 60 to Registrant's registration
statement to be signed on its behalf by the undersigned, duly authorized in the
City of Portland, State of Maine on September 30, 1999.
Norwest Advantage Funds
By: /s/John Y. Keffer
John Y. Keffer
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on
September 30, 1999.
(a) Principal Executive Officer
/s/ John Y. Keffer
John Y. Keffer
Chairman and President
(b) Principal Financial Officer
/s/ Sara M. Morris
Sara M. Morris
Treasurer
(c) A majority of the Trustees
/s/ John Y. Keffer
John Y. Keffer
Chairman
Robert C. Brown, Trustee
Donald H. Burkhardt, Trustee
James C. Harris, Trustee
Richard M. Leach, Trustee
Donald C. Willeke, Trustee
Timothy J. Penny, Trustee
John C. McCune, Trustee
By: /s/John Y. Keffer
John Y. Keffer
Attorney in Fact*
* Pursuant to powers of attorney filed as Other Exhibits A, B, C, D, E,
and F to this Registration Statement.
<PAGE>
SIGNATURES
On behalf of Core Trust (Delaware), being duly authorized, I have duly caused
this amendment to the Registration Statement of Norwest Advantage Funds to be
signed in the City of Portland, State of Maine on September 30, 1999.
Core Trust (Delaware)
By: /s/ John Y. Keffer
John Y. Keffer
President
<PAGE>
Index To Exhibits
Exhibit
(i)(1) Consent of Seward & Kissel LLP.
C-18
<PAGE>
Exhibit (i)(1)
SEWARD & KISSEL LLP
1200 G STREET N. W.
WASHINGTON, D.C. 20005
TELEPHONE : (202) 737-8833
FACSIMILE: (202) 737-5184
WWW.SEWKIS.COM
October 1, 1999
Norwest Advantage Funds
Two Portland Square
Portland, Maine 04101
Ladies and Gentlemen:
We have acted as counsel for Norwest Advantage Funds, a Delaware business
trust with transferable shares (the "Trust"), in connection with the
organization of the Trust, the registration of the Trust under the Investment
Company Act of 1940 and the registration of an indefinite number of shares of
beneficial interest of its Cash Investment Fund, Ready Cash Investment Fund,
U.S. Government Fund, Treasury Plus Fund, Treasury Fund, Municipal Money Market
Fund, Stable Income Fund, Limited Term Government Income Fund, Intermediate
Government Income Fund, Diversified Bond Fund, Income Fund, Total Return Bond
Fund, Strategic Income Fund, Limited Term Tax-Free Fund, Tax-Free Income Fund,
Colorado Tax-Free Fund, Minnesota Intermediate Tax-Free Fund, Minnesota Tax-Free
Fund, Moderate Balanced Fund, Growth Balanced Fund, Aggressive Balanced-Equity
Fund, Index Fund, ValuGrowth Stock Fund, Diversified Equity Fund, Small Company
Stock Fund, Growth Equity Fund, Large Company Growth Fund, Diversified Small Cap
Fund, Small Cap Opportunities Fund, Small Company Growth Fund, International
Fund, Income Equity Fund, Norwest WealthBuilder II Growth Balanced Portfolio,
Norwest WealthBuilder II Growth and Income Portfolio, Norwest WealthBuilder II
Growth Portfolio, Performa Strategic Value Bond Fund, Performa Disciplined
Growth Fund, and Performa Small Cap Value Fund (the "Funds") under the
Securities Act of 1933. The shares of each Fund of the Trust may be offered in
one or more classes in accordance with the terms of an exemptive order received
from the Securities and Exchange Commission.
As counsel for the Trust, we have participated in the preparation of the
Registration Statement on Form N-1A (the "Registration Statement") and the
prospectuses contained therein (the "Prospectuses") relating to such shares and
have examined and relied upon such records of the Trust and such other
documents, including certificates as to factual matters, as we have deemed
necessary to render the opinions expressed herein.
Based on such examination, we are of the opinion that:
1. The Trust has been duly organized and is validly existing as a business
trust with transferable shares of the type commonly called a Delaware
business trust.
2. The Trust is authorized to issue an unlimited number of shares. The
currently issued and outstanding shares of each class of the Funds of the
Trust have been validly and legally issued and are fully paid and
non-assessable shares of beneficial interest of the Trust. The shares to be
offered for sale by the Prospectuses have been duly and validly authorized
by all requisite action of the Trustees of the Trust and no action of the
shareholders of the Trust is or was required in connection therewith.
3. When the shares have been duly sold, issued and paid for, as contemplated
by the Prospectuses, they will be validly and legally issued, fully paid
and non-assessable by the Trust.
Our opinion above stated is expressed as members of the bar of the District
of Columbia and the State of New York. This opinion does not extend to the
securities or "blue sky" laws of any state.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Trust Counsel" in the Statement of
Additional Information of the Funds.
Very truly yours,
/s/ Seward & Kissel LLP
Seward & Kissel LLP
<PAGE>
