NORWEST ADVANTAGE FUNDS /ME/
485APOS, 1999-09-16
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   As filed with the Securities and Exchange Commission on September 16, 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. 59

                                       AND

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 60

                             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:

[ ]  immediately  upon  filing  pursuant  to  Rule  485,  paragraph  (b)
[ ] on_________________  pursuant to Rule 485,  paragraph (b)
[X] 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>



                                   PROSPECTUS
                                 October 1, 1999



                              CASH INVESTMENT FUND


                                   READY CASH
                                 INVESTMENT FUND


                              U.S. GOVERNMENT FUND


                               TREASURY PLUS FUND


                                  TREASURY FUND


                                    MUNICIPAL
                                MONEY MARKET FUND



























AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF NORWEST BANK MINNESOTA,  N.A. OR ANY
OTHER BANK AND IS NOT INSURED OR  GUARANTEED  BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


The U.S.  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.






<PAGE>





                                 TABLE OF CONTENTS

1.               RISK/RETURN SUMMARY..........................
                 FEES AND EXPENSES OF THE FUNDS................
2.               GLOSSARY.....................................
3.               INVESTMENT OBJECTIVES, STRATEGIES AND RISK
                 CONSIDERATIONS................................
                 Investment Objectives and Strategies..........
                 Cash Investment Fund and Ready Cash
                 Investment Fund...............................
                 U.S. Government Fund..........................
                 Treasury Plus Fund............................
                 Treasury Fund.................................
                 Municipal Money Market Fund...................
4.               Risk Considerations...........................
5.               OTHER CONSIDERATIONS..........................
6.               MANAGEMENT OF THE FUNDS......................
7.               HOW TO BUY AND SELL SHARES...................
                 Classes of Shares.............................
                 Determination of Net Asset Value..............
                 General Purchase Information..................
                 General Redemption Information................
                 Exchanges.....................................
8.               DISTRIBUTIONS AND TAX MATTERS................
9.               OTHER INFORMATION............................
10.              FINANCIAL HIGHLIGHTS.........................


                                       ii

<PAGE>




RISK/RETURN SUMMARY

The following is a summary of certain key information  about the Funds. You will
find additional information about the Funds after this summary.

OBJECTIVES.  The  investment  objectives of the Funds are high current income to
the extent consistent with preservation of capital and liquidity.  The Municipal
Money Market Fund seeks current income that is exempt from federal income taxes.

PRINCIPAL INVESTMENT  STRATEGY.  The Funds are "money market funds" that seek to
maintain a stable  net asset  value of $1.00 per share.  Each Fund  pursues  its
objectives by maintaining a portfolio of high-quality  money market  securities.
Each Fund primarily invests in:

     o    Cash  Investment  Fund and Ready Cash  Investment  Fund:  Money market
          instruments of U.S. and foreign issuers.

     o    U.S.  Government  Fund:  Securities  issued or  guaranteed by the U.S.
          Government, its agencies or instrumentalities.

     o    Treasury  Plus  Fund:  Securities  issued  or  guaranteed  by the U.S.
          Treasury and repurchase agreements on those obligations.

     o    Treasury Fund: Securities issued or guaranteed by the U.S. Treasury.

     o    Municipal Money Market Fund: Tax-exempt municipal securities.

PRINCIPAL RISKS. The principal risks of investing in the Funds are:

     o    Interest  Rate Risk:  This is the risk that changes in interest  rates
          will  affect  the value of a Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest rates may cause the value of a Fund's investments to decline.

     o    Credit  Risk:  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

Another Important Thing For You To Note. Although the Funds seek to preserve the
value of your  investment  at $1.00 per share it is  possible  to lose  money by
investing in the Funds.

    BAR CHART AND PERFORMANCE INFORMATION

    For each Fund,  the bar chart shows the Fund's  annual total returns and the
    performance  table shows the Fund's average  annual total  returns.  The bar
    chart and performance  table provide an indication of the historical risk of
    an investment in each Fund by showing:

     o    changes in the Fund's  performance from year to year over 10 years or,
          if less, the life of the Fund; and

     o    the Fund's  average  annual total returns for one, five and ten years,
          or, if less, the life of the Fund.


                                       1
<PAGE>


    CASH INVESTMENT FUND


                       [EDGAR Representation of Bar Chart]

                                   1989      9.20%
                                   1990      8.18%
                                   1991      6.06%
                                   1992      3.79%
                                   1993      3.18%
                                   1994      3.84%
                                   1995      5.75%
                                   1996      5.21%
                                   1997      5.36%
                                   1998      5.32%

     The calendar year-to-date total return as of June 30, 1999 was 2.32%.

    During the  periods  shown in the chart,  the highest  quarterly  return was
    2.37% (for the quarter ended June 30, 1989) and the lowest  quarterly return
    was 0.74% (for the quarter ended March 31, 1991).

    The  following  table lists the Fund's  average  annual total  returns as of
    December 31, 1998.

                                               Cash Investment
Year(s)                                             Fund
1  Year                                             5.32%
5  Year                                             5.09%
10 Year                                             5.57%
Since Inception (10/14/87)                          5.77%


READY CASH INVESTMENT FUND


                       [EDGAR Representation of Bar Chart]

                                   1989      8.84%
                                   1990      7.78%
                                   1991      5.75%
                                   1992      3.52%
                                   1993      2.79%
                                   1994      3.49%
                                   1995      5.42%
                                   1996      4.87%
                                   1997      5.02%
                                   1998      4.96%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
2.14%.

During the periods shown in the chart,  the highest  quarterly  return was 2.29%
(for the quarter ended June 30, 1989) and the lowest  quarterly return was 0.64%
(for the quarter ended March 31, 1994).

The following table lists the Fund's average annual total returns as of December
31, 1998.


                                       2
<PAGE>


                                                 Ready Cash
Year(s)                                        Investment Fund
1  Year                                             4.96%
5  Year                                             4.75%
10 Year                                             5.23%
Since Inception (12/20/88)                          5.39%


U.S. GOVERNMENT FUND


                       [EDGAR Representation of Bar Chart]

                                   1989      8.86%
                                   1990      7.87%
                                   1991      5.78%
                                   1992      3.49%
                                   1993      2.98%
                                   1994      3.80%
                                   1995      5.51%
                                   1996      5.01%
                                   1997      5.16%
                                   1998      5.07%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
2.22%.

During the periods shown in the chart,  the highest  quarterly  return was 2.27%
(for the quarter ended June 30, 1989) and the lowest  quarterly return was 0.72%
(for the quarter ended June 30, 1993).

The following table lists the Fund's average annual total returns as of December
31, 1998.

                                               U.S. Government
Year(s)                                             Fund
1  Year                                             5.07%
5  Year                                             4.91%
10 Year                                             5.34%
Since Inception (11/16/87)                          5.53%



                                       3
<PAGE>


TREASURY FUND


                       [EDGAR Representation of Bar Chart]

                                   1991      5.79%
                                   1992      3.45%
                                   1993      2.78%
                                   1994      3.63%
                                   1995      5.29%
                                   1996      4.83%
                                   1997      4.95%
                                   1998      4.80%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
2.10%.

During the periods shown in the chart,  the highest  quarterly  return was 1.60%
(for the quarter ended March 31, 1991) and the lowest quarterly return was 0.68%
(for the quarter ended March 31, 1994).

The following table lists the Fund's average annual total returns as of December
31, 1998.

                                                  Treasury
Year(s)                                             Fund
1  Year                                             4.80%
5  Year                                             4.70%
Since Inception (12/3/90)                           4.47%


MUNICIPAL MONEY MARKET FUND


                       [EDGAR Representation of Bar Chart]

                                   1989      5.93%
                                   1990      5.48%
                                   1991      4.07%
                                   1992      2.51%
                                   1993      2.00%
                                   1994      2.51%
                                   1995      3.53%
                                   1996      3.07%
                                   1997      3.20%
                                   1998      2.99%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
1.27%.

During the periods shown in the chart,  the highest  quarterly  return was 1.58%
(for the quarter ended June 30, 1989) and the lowest  quarterly return was 0.47%
(for the quarter ended March 31, 1993).


                                       4
<PAGE>


The following table lists the Fund's average annual total returns as of December
31, 1998.

                                               Municipal Money
Year(s)                                          Market Fund
1  Year                                             2.99%
5  Year                                             3.06%
10 Year                                             3.52%
Since Inception (1/7/88)                            3.64%






                                       5
<PAGE>





FEES AND EXPENSES OF THE FUNDS

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Funds.

SHAREHOLDER TRANSACTION EXPENSES
(fees paid directly from your investment)

None


<TABLE>
<S>                                                    <C>                 <C>             <C>                 <C>

ANNUAL FUND OPERATING EXPENSES (1)
(expenses that are deducted from Fund assets)
                                                       Cash           Ready Cash            U.S.            Treasury
                                                    Investment        Investment         Government           Plus
                                                       Fund              Fund               Fund              Fund
                                                                       Investor
                                                                        Shares
                                                   ------------- -- --------------- -- --------------- -- -------------
Investment Advisory Fees                              0.23%             0.33%              0.13%             0.20%
Other Expenses(2)                                     0.33%             0.49%              0.39%             0.64%
Total Annual Fund Operating Expenses(3)               0.56%             0.82%              0.52%             0.84%

                                                     Treasury                Municipal Money
                                                       Fund                    Market Fund
                                                                    Institutional    Investor Shares
                                                                        Shares
                                                   ------------- -- --------------- ------------------
Investment Advisory Fees                              0.14%             0.33%             0.33%
Other Expenses(2)                                     0.39%             0.24%             0.53%
Total Annual Fund Operating Expenses(3)               0.53%             0.57%             0.86%

</TABLE>

(1)  Based on amounts incurred during each Fund's fiscal year ended May 31, 1999
     stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  The Funds are subject to voluntary  fee waivers and expense  reimbursements
     that  reduce  the  operating  expenses  of the  Funds.  See  the  Financial
     Highlights table for information about fund expenses net of fee waivers and
     expense reimbursements.



EXAMPLES OF EXPENSES

These  examples are intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.  The examples  assume that you
invest $10,000 in a Fund for the time periods  indicated,  that your  investment
has a 5% annual return,  that the Fund's operating expenses remain the same, and
that distributions are reinvested. Your actual costs may be higher or lower than
those shown.

YOU WOULD PAY THE FOLLOWING EXPENSES ASSUMING THAT YOU REDEEM YOUR SHARES AT THE
END OF EACH PERIOD:

<TABLE>
<S>                                <C>                      <C>                   <C>

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

                           Cash Investment       Ready Cash Investment     U.S. Government
                                 Fund                    Fund                   Fund
- ----------------------- ----------------------- ------------------------ --------------------
- ----------------------- ----------------------- ------------------------ --------------------
                                                    Investor Shares
- -----------------------
                        ----------------------- ------------------------ --------------------
1 YEAR                            57                      84                     53
- ----------------------- ----------------------- ------------------------ --------------------
3 YEARS                          179                      262                    167
- ----------------------- ----------------------- ------------------------ --------------------
5 YEARS                          313                      455                    291
- ----------------------- ----------------------- ------------------------ --------------------
10 YEARS                         701                     1,014                   653
- ----------------------- ----------------------- ------------------------ --------------------


                                       6
<PAGE>


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

                            Treasury Plus              Treasury                   Municipal Money
                                 Fund                    Fund                       Market Fund
- ----------------------- ----------------------- ------------------------ ----------------------------------
- ----------------------- ----------------------- ------------------------ ---------------- -----------------
                                                                          Institutional       Investor
                                                                             Shares            Shares
- -----------------------
                        ----------------------- ------------------------ ---------------- -----------------
1 YEAR                            86                      54                   58                88
- ----------------------- ----------------------- ------------------------ ---------------- -----------------
3 YEARS                          268                      170                  183              274
- ----------------------- ----------------------- ------------------------ ---------------- -----------------
5 YEARS                          466                      296                  318              477
- ----------------------- ----------------------- ------------------------ ---------------- -----------------
10 YEARS                        1,037                     665                  714             1,061
- ----------------------- ----------------------- ------------------------ ---------------- -----------------



You would pay the following expenses assuming that you do NOT redeem your shares
at the end of the periods shown:


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

                           Cash Investment       Ready Cash Investment     U.S. Government
                                 Fund                    Fund                   Fund
- ----------------------- ----------------------- ------------------------ --------------------
- ----------------------- ----------------------- ------------------------ --------------------
                                                    Investor Shares
- -----------------------
                        ----------------------- ------------------------ --------------------
1 YEAR                            57                      84                     53
- ----------------------- ----------------------- ------------------------ --------------------
3 YEARS                          179                      262                    167
- ----------------------- ----------------------- ------------------------ --------------------
5 YEARS                          313                      455                    291
- ----------------------- ----------------------- ------------------------ --------------------
10 YEARS                         701                     1,014                   653
- ----------------------- ----------------------- ------------------------ --------------------


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


                            Treasury Plus              Treasury                   Municipal Money
                                 Fund                    Fund                       Market Fund

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

                                                                          Institutional       Investor
                                                                             Shares            Shares

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

1 YEAR                            86                      54                   58                88

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

3 YEARS                          268                      170                  183              274

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

5 YEARS                          466                      296                  318              477

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

10 YEARS                        1,037                     665                  714             1,061

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

</TABLE>







                                       7
<PAGE>




GLOSSARY

This Glossary of frequently  used terms will help you  understand the discussion
of the Funds' objectives, strategies and risks.


TERM                                  DEFINITION

AMT                                   Alternative minimum tax.

Board                                 The Board of Trustees of Norwest Advantage
                                      Funds.

Municipal Security                    A   debt    security    issued  by  or  on
                                      behalf  of  the  states,  territories,  or
                                      possessions  of  the  United  States,  the
                                      District    of    Columbia,    and   their
                                      subdivisions,                 authorities,
                                      instrumentalities,  and corporations, with
                                      interest exempt from federal income tax.

NRSRO                                 A nationally recognized statistical rating
                                      organization,  such as  Standard  & Poor's
                                      Corporation,   that  rates  fixed   income
                                      securities   and  money  market  funds  by
                                      relative credit risk.

SEC                                   The   U.  S.   Securities   and   Exchange
                                      Commission.

U.S. Government Security              A  security   issued or  guaranteed  as to
                                      principal   and   interest  by  the  U. S.
                                      Government,   its   agencies,    or    its
                                      instrumentalities.

U.S. Treasury Security                A  security  issued  or  guaranteed by the
                                      U.S. Treasury.






                                       8
<PAGE>





INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS

         This section of the prospectus provides a more complete  description of
         each Fund's  investment  objective and principal  strategies and risks.
         Except  as  otherwise  indicated,  the  Board  may  change  the  Funds'
         investment policies without shareholder approval. The Funds' investment
         objectives are fundamental.  There can, of course, be no assurance that
         any Fund will achieve its investment objective.

INVESTMENT OBJECTIVES AND STRATEGIES

         The  investment  objectives of the Funds are high current income to the
         extent  consistent  with  preservation  of capital and  liquidity.  The
         Municipal  Money Market Fund seeks  current  income that is exempt from
         federal income taxes.


         The Funds'  investments  are made under the  requirements of a SEC rule
         governing money market funds.  Each Fund invests only in  high-quality,
         U.S.  dollar-denominated  short-term money market  instruments that are
         determined by the Adviser, under procedures adopted by the Board, to be
         eligible for purchase and to present  minimal  credit risks.  The Funds
         may invest in securities  with fixed,  variable,  or floating  rates of
         interest.

         High-quality  instruments  include  those  that:  (1) are rated (or, if
         unrated, are issued by an issuer with comparable outstanding short-term
         debt that is rated) in 1 of the 2 highest rating categories by 2 NRSROs
         or, if only 1 NRSRO  has  issued a rating,  by that  NRSRO;  or (2) are
         otherwise  unrated and  determined  by the Adviser to be of  comparable
         quality.  Each Fund, other than Municipal Money Market Fund, invests at
         least  95% of its total  assets in  securities  in the  highest  rating
         category.


CASH INVESTMENT FUND and READY CASH INVESTMENT FUND

         The Funds are "gateway" funds in a  "core/gateway"  structure.  In this
         structure a "gateway"  fund  invests some or all of it assets in one or
         more "core portfolios" that have a substantially  identical  investment
         objective  and  substantially  similar  policies as the  gateway  fund.
         Gateway funds investing in the same core portfolio,  or Portfolio,  can
         enhance their investment  opportunities and reduce their expense ratios
         through  sharing the costs of  managing a large pool of assets.  Except
         when  necessary to describe a Fund's  investment  in a core  portfolio,
         references to the gateway Fund also include the Portfolio.

              CASH  INVESTMENT  FUND  invests  equally in 2  Portfolios  - Money
              Market Portfolio and Prime Money Market Portfolio. Cash Investment
              Fund,  Money Market  Portfolio,  and Prime Money Market  Portfolio
              generally  have  the same  investment  objectives  and  investment
              policies. Because Prime Money Market Portfolio seeks to maintain a
              rating within the 2 highest short-term  categories  assigned by at
              least 1  NRSRO,  it is more  limited  in the type  and  amount  of
              securities it may purchase.


              READY CASH  INVESTMENT  FUND  invests  its  assets in Prime  Money
              Market  Portfolio.  The Fund seeks to maintain a rating within the
              two highest categories assigned by an NRSRO.


         The Funds  invest in a broad  spectrum  of  high-quality  money  market
         instruments  of U.S. and foreign  issuers,  including  U.S.  Government
         securities, municipal securities, and corporate debt securities.


         The Funds may invest in  obligations of financial  institutions.  These
         include  negotiable  certificates  of  deposit,  bank  notes,  bankers'
         acceptances,  and time deposits of U.S. banks (including  savings banks
         and savings  associations),  foreign  branches of U.S.  banks,  foreign
         banks and their  non-U.S.  branches,  U.S.  branches  and  agencies  of
         foreign banks, and wholly-owned banking-related subsidiaries of foreign
         banks.  The Funds limit their  investments  in obligations of financial
         institutions to institutions  that at the time of investment have total
         assets in excess of $1 billion, or the equivalent in other currencies.

         Each Fund normally will invest more than 25% of its total assets in the
         obligations  of domestic  and  foreign  financial  institutions,  their
         holding companies, and their subsidiaries. Neither Fund may invest more
         than 25% of its total assets in any other single industry.

U.S. GOVERNMENT FUND


         The Fund invests primarily in U.S. Government securities and repurchase
         agreements for U.S. Government securities.  Under normal circumstances,
         the Fund invests at least 65% of its total assets in these  securities.
         The Fund may invest in zero coupon U.S. Government securities.


                                       9
<PAGE>



TREASURY PLUS FUND


         Under normal circumstances,  the Fund invests at least 80% of its total
         assets in U.S.  Treasury  securities  and in repurchase  agreements for
         U.S. Treasury  securities.  The Fund also may invest in U.S. Government
         securities and in repurchase agreements for U.S. Government securities.
         The Fund may invest in zero coupon securities.


TREASURY FUND


         The  Fund  invests  solely  in  U.S.  Treasury   securities,  including
         zero-coupon securities.


MUNICIPAL MONEY MARKET FUND


         The Fund expects to invest 100% of its assets in municipal  securities,
         including  short-term  municipal  bonds and municipal notes and leases.
         These  investments  may  have  fixed,  variable  or  floating  rates of
         interest and may be zero-coupon  securities.  As part of its objective,
         the Fund  normally  will  invest at least  80% of its  total  assets in
         federally  tax-exempt  instruments  whose  income may be subject to the
         federal  AMT.  The Fund may  invest  up to 20% of its  total  assets in
         securities that pay interest income subject to federal income tax.


         The Fund may invest more than 25% but, under normal circumstances, will
         not invest  more than 35% of its assets in issuers  located in a single
         state.  The Fund may invest  more than 25% of its assets in  industrial
         development  bonds and in  participation  interests  in these  types of
         bonds issued by banks.

RISK CONSIDERATIONS


         The Funds'  principal  risks are  interest  rate risk and credit  risk.
         Because  the  Funds  invest in  short-term  securities,  a  decline  in
         interest rates will affect the Funds' yields as these securities mature
         or are sold and the Funds purchase new short-term securities with lower
         yields.  Generally, an increase in interest rates causes the value of a
         debt  instrument  to  decrease.  The  change  in value  for  short-term
         securities  is  usually   smaller  than  for  securities   with  longer
         maturities.   Because  the  Funds  invest  in  securities   with  short
         maturities  and seek to  maintain a stable net asset value of $1.00 per
         share, it is possible,  though  unlikely,  that an increase in interest
         rates would change the value of your investment.

         Credit risk is the possibility that a security's  credit rating will be
         downgraded  or that the issuer of a security will default (fail to make
         scheduled  interest  and  principal  payments).  The  Funds  invest  in
         highly-rated securities to minimize credit risk.

         The  Cash   Investment  and  Ready  Cash   Investment   Funds'  foreign
         investments may be subject to foreign risk.  Foreign securities issuers
         usually  are not  subject  to the same  degree  of  regulation  as U.S.
         issuers.  Reporting,  accounting  and  auditing  standards  of  foreign
         countries differ,  in some cases,  significantly  from U.S.  standards.
         Foreign risk includes  nationalization,  expropriation  or confiscatory
         taxation,  political  changes  or  diplomatic  developments  that could
         adversely affect a Fund's investments.

         The  Municipal  Money  Market  Fund  faces  municipal  market  risk and
         geographic  concentration risk.  Municipal market risk is the risk that
         special factors may adversely affect the value of municipal  securities
         and have a  significant  effect  on the  yield  or value of the  Fund's
         investments.  These factors include  political or legislative  changes,
         uncertainties related to the tax status of municipal securities, or the
         rights of  investors in these  securities.  The Fund's  investments  in
         certain municipal  securities with principal and interest payments that
         are made from the revenues of a specific  project or facility,  and not
         general tax revenues,  may have increased risks.  Factors affecting the
         project or  facility,  such as local  business or economic  conditions,
         could  have a  significant  effect  on the  project's  ability  to make
         payments of principal and interest on those securities.

         Geographic  concentration  risk  is the  risk  that  factors  adversely
         affecting the Fund's investments in issuers located in a state, country
         or region will affect the Fund's net asset value more than would be the
         case if the Fund had made more geographically diverse investments.


                                       10
<PAGE>


OTHER CONSIDERATIONS

YEAR 2000


         Certain  computer  systems  may not  process  date-related  information
         properly on and after January 1, 2000.  The Adviser is addressing  this
         matter  for its  systems.  The  Funds'  other  service  providers  have
         informed the Funds that they are taking similar  measures.  Investments
         in foreign  companies  are  particularly  vulnerable  to Year 2000 risk
         because  these   companies  may  not  have  the  financial   resources,
         technology,   or  personnel  needed  to  address  Year  2000  readiness
         concerns.  This matter,  if not corrected,  could adversely  affect the
         services provided to the Funds or the issuers in which the Funds invest
         and could, therefore, lower the value of your Fund shares.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISORY SERVICES

          Norwest Investment Management, Inc. is the investment adviser for each
          Fund and each Portfolio.  In this capacity,  Norwest makes  investment
          decisions for and administers  the Funds' and  Portfolios'  investment
          programs.  Norwest  Investment  Management,  Inc.'s address is Norwest
          Center, Sixth Street and Marquette, Minneapolis, MN 55479.

          Listed  below,  for each Fund,  are the portfolio  managers  primarily
          responsible for the day-to-day  management of the Fund's  investments.
          The year a portfolio  manager began  managing a Fund's or  Portfolio's
          portfolio follows the manager's name in parenthesis. The list includes
          the investment advisory fees payable to Norwest by the Fund and by any
          Portfolios  in  which  it  invests.  The list  states  the  investment
          advisory  fees on an  annualized  basis as a percentage of a Fund's or
          Portfolio's  average daily net assets.  Descriptions  of the portfolio
          managers' recent experience follow the list of portfolio  managers and
          advisory fees.

          How investment advisory fees are paid depends on whether or not a Fund
          invests in Portfolios.

               o    If a Fund  invests  directly in a portfolio  of  securities,
                    Norwest  receives an  investment  advisory fee directly from
                    the Fund.

               o    If a  Fund  invests  in  one  or  more  Portfolios,  Norwest
                    receives an  investment  advisory fee from the  Portfolio or
                    Portfolios.

<TABLE>
               <S>                                                              <C>

         Cash Investment Fund
         Portfolio:                        Prime Money Market Portfolio
         Portfolio Managers:               David D. Sylvester (1987), Laurie R. White (1991), and Robert G. Leuty
                                           (1998)
         Advisory Fee:                     0.40% - first $300 million; 0.36% - next $400 million, and 0.32% - balance.

         Portfolio:                        Money Market Portfolio
         Portfolio Managers:               David D. Sylvester (1987), Laurie R. White (1991), and Robert G. Leuty
                                           (1998)
         Advisory Fee:                     0.20% - first $300 million; 0.16% - next $400 million, and
                                           0.12% - balance.


         Ready Cash Investment Fund
         Portfolio:                      Prime Money Market Portfolio
         Portfolio Managers:             David D. Sylvester (1987), Laurie R. White (1991), and Robert G. Leuty
                                         (1998)
         Advisory Fee:                   0.40% - first $300 million; 0.36% - next $400 million, and
                                         0.32% - balance.


         U.S. Government Fund
         Treasury Fund
         Treasury Plus Fund
         Portfolio Managers:             David D. Sylvester (1987, 1990, 1998), Laurie R. White (1991, 1991, 1998)
                                         and Robert G. Leuty (1998)
         Advisory Fee:                   for each Fund: 0.20% - first $300 million; 0.16% - next $400 million; and
                                         0.12% - balance.


                                       11
<PAGE>



         Municipal Money Market Fund
         Portfolio Manager:              David D. Sylvester (1995), Laurie R. White (1998), and Robert G. Leuty
                                         (1998).
         Advisory Fee:                   0.35% - first $500 million; 0.325% - next $500 million; and 0.30% -
                                         balance.

</TABLE>


PORTFOLIO MANAGERS

ROBERT G. LEUTY,  associated  with Norwest and its  affiliates  since 1992.  Mr.
Leuty is a senior portfolio manager.

DAVID D. SYLVESTEr,  associated with Norwest and its affiliates  since 1979. Mr.
Sylvester currently is a Managing Director - Reserve Asset Management.

LAURIE R. WHITE,  associated  with Norwest and its  affiliates  since 1991.  Ms.
White is a Director-Reserve Asset Management.

DORMANT INVESTMENT ADVISORY ARRANGEMENTS

Norwest has been  retained as a "dormant"  or  "back-up"  investment  adviser to
manage any assets redeemed and invested  directly by a Fund that invests in 1 or
more  Portfolios.   Norwest  does  not  receive  any  compensation   under  this
arrangement as long as a Fund invests entirely in Portfolios.  If a Fund redeems
assets  from  a  Portfolio  and  invests  them  directly,  Norwest  receives  an
investment advisory fee from the Fund for the management of those assets.

OTHER FUND SERVICES

The FORUM FINANCIAL GROUP of companies provide managerial,  administrative,  and
underwriting  services to the Funds.  NORWEST  BANK acts as the Funds'  transfer
agent, distribution disbursing agent, and custodian.

HOW TO BUY AND SELL SHARES


CLASSES OF SHARES

This  prospectus  offers certain  classes of shares of the Funds.  Each class is
designed  for a  different  type of  investor  and may  have  different  fees or
investment minimums.

     o    All  of  the  Funds,   except  Ready  Cash  Investment   Fund,   offer
          Institutional   Shares.   Institutional   Shares  are   designed   for
          institutional investors.

     o    Ready Cash  Investment  Fund and  Municipal  Money  Market  Fund offer
          Investor Shares. Investor Shares are designed for retail investors.

DETERMINATION OF NET ASSET VALUE

Each Fund determines its net asset value or NAV on each Fund business day, which
is any day the New York Stock Exchange is open, by dividing the value of its net
assets  (i.e.,.   the  value  of  its  securities  and  other  assets  less  its
liabilities) by the number of shares  outstanding at the time the  determination
is made. The Funds determine their NAVs at the following times:

<TABLE>
<S>                                                                             <C>


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

 Municipal Money Market Fund                                  12:00 p.m., Eastern Time

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

 Treasury Fund                                                1:00 p.m., Eastern Time

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

 U.S. Government Fund                                         2:00 p.m., Eastern Time

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

 Cash Investment Fund and                                     3:00 p.m., Eastern Time
 Ready Cash Investment Fund


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

 Treasury Plus Fund                                           5:00 p.m., Eastern Time

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

</TABLE>


                                       12
<PAGE>

In order to maintain NAVs per share at $1.00, the Funds (and  Portfolios)  value
their portfolio  securities at amortized cost. Amortized cost valuation involves
valuing an instrument at its cost and then assuming a constant  amortization  to
maturity of any discount or premium.

You may  purchase  or sell  (redeem)  shares at a price  equal to their NAV next
determined after receipt of your purchase order or redemption  request in proper
form on Fund business days.


GENERAL PURCHASE INFORMATION

You may purchase shares directly or through a financial institution.  The Funds'
transfer agent processes all transactions in Fund shares.

You may purchase and redeem Fund shares  without a sales or  redemption  charge.
Investor  Shares  require a minimum  initial  investment  of $1,000 and  minimum
subsequent  investments of $100.  Institutional Shares require a minimum initial
investment  of $100,000  and have no minimum for  subsequent  investments.  Your
shares become  eligible to receive  distributions  on the day that your purchase
order is received in proper form.

The Funds  reserve  the right to reject any  subscription  for the  purchase  of
shares,  including  subscriptions  by  market  timers.  You will  receive  share
certificates  for  your  shares  only  if  you  request  them  in  writing.   No
certificates are issued for fractional shares.

Your order to  purchase  shares  will not be  complete  until the Fund  receives
immediately  available  funds.  The Funds must receive  purchase and  redemption
orders before the times indicated below.

                                       Times indicated are Eastern Time.

Fund                             Order Must Be                     Payment Must
                                  Received By                           Be
                                                                    Received By
Cash Investment Fund                3:00 p.m.                         4:00 p.m.
Ready Cash Investment Fund          3:00 p.m.                         4:00 p.m.
U.S. Government Fund                2:00 p.m.                         4:00 p.m.
Treasury Plus Fund                  5:00 p.m.                         5:00 p.m.
Treasury Fund                       1:00 p.m.                         4:00 p.m.
Municipal Money Market Fund           Noon                           4:00 p.m.

The Funds may  advance  the time by which  purchase  or  redemption  orders  and
payments  must be  received  on  days  that  the  New  York  Stock  Exchange  or
Minneapolis Federal Reserve Bank closes early, the Public Securities Association
recommends  that  the  government   securities  markets  close  early  or  other
circumstances affect a Fund's trading hours.

DIRECT PURCHASES

You may obtain an account  application by writing Norwest Advantage Funds at the
following address:

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


                                       13
<PAGE>

When you sign an application  for a new Fund account,  you are  certifying  that
your Social Security number or other taxpayer  identification  number is correct
and that you are not subject to backup withholding.  Under certain circumstances
as noted in the account  application,  the Internal  Revenue Service can require
the Funds to withhold 31% of your distributions and redemptions.

You must pay for your shares in U.S.  dollars by check or money order drawn on a
U.S.  bank,  by bank or  federal  funds wire  transfer,  or by  electronic  bank
transfer. Cash cannot be accepted.

Call or write  the  transfer  agent if you wish to  participate  in  shareholder
services not offered on the account  application  or change  information on your
account (such as addresses).  Norwest  Advantage Funds may in the future modify,
limit, or terminate any shareholder  privilege upon  appropriate  notice and may
charge  a fee for  certain  shareholder  services,  although  no such  fees  are
currently contemplated.  You may terminate your participation in any shareholder
program by writing to Norwest Advantage Funds.

PURCHASES BY MAIL

You may send a check or money order along with a completed  account  application
to Norwest Advantage Funds at the address listed above.  Checks and money orders
are accepted at full value  subject to  collection.  Payment by a check drawn on
any member of the Federal  Reserve System can normally be converted into federal
funds within 2 business  days after  receipt of the check.  Checks drawn on some
non-member  banks may take  longer.  If your check does not clear,  the purchase
order will be canceled and you will be liable for any losses or fees incurred by
Norwest Advantage Funds, the transfer agent or the distributor.

To purchase  shares for  individual or Uniform Gift to Minors Act accounts,  you
must write a check or purchase a money order payable to Norwest  Advantage Funds
or endorse a check made out to you to Norwest  Advantage Funds. For corporation,
partnership,  trust, 401(k) plan or other non-individual type accounts, make the
check used to  purchase  shares  payable to Norwest  Advantage  Funds.  No other
methods of payment by check will be accepted for these types of accounts.

PURCHASES BY BANK WIRE

You  must  first  telephone  the  Funds'  transfer  agent at  1-612-667-8833  or
1-800-338-1348  to obtain an account number before making an initial  investment
in a Fund by bank wire.  Then instruct your bank to wire your money  immediately
to:

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)

Complete  and mail the account  application  promptly.  Your bank may charge for
transmitting  the money by wire. The Funds do not charge for the receipt of wire
transfers.  The Funds treat payment by bank wire as a federal funds payment when
received.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may purchase and redeem shares through certain  broker-dealers,  banks,  and
other  financial  institutions.  When you  purchase  a Fund's  shares  through a
financial institution, the shares may be held in your name or in the name of the
financial institution.  Subject to your institution's  procedures,  you may have
Fund shares held in the name of your financial institution transferred into your
name.  If your shares are held in the name of your  financial  institution,  you
must contact the financial  institution on matters  involving your shares.  Your
financial  institution may charge you for purchasing,  redeeming,  or exchanging
shares.


                                       14
<PAGE>


Subsequent Purchases of Shares

You can make subsequent purchases by mailing a check, by sending a bank wire, or
through a financial  institution as indicated above. All payments should clearly
indicate your name and account number.

GENERAL REDEMPTION INFORMATION

You may redeem Fund shares at their NAV on any Fund  business  day.  There is no
minimum period of investment and no restriction on the frequency of redemptions.

Fund  shares  are  redeemed  as of the  next  determination  of the  Fund's  NAV
following  receipt by the transfer agent of the redemption  order in proper form
(and any supporting documentation that the transfer agent may require). Redeemed
shares  are not  entitled  to  receive  distributions  on the day on  which  the
redemption is effective.

Redemption  orders for shares are accepted up to the times  indicated  above for
acceptance of purchase  orders.  As described  above,  the Funds may advance the
times for receipt of redemption orders.

Normally,  redemption  proceeds  are paid  immediately  following  receipt  of a
redemption  order in proper form. In any event,  you will be paid within 7 days,
unless:  (1) your bank has not cleared the check to purchase  the shares  (which
may take up to 15 days);  (2) the New York Stock  Exchange is closed (or trading
is restricted) for any reason other than normal weekend or holiday closings; (3)
there is an  emergency  in which  it is not  practical  for the Fund to sell its
portfolio  securities or for the Fund to determine its NAV; or (4) the SEC deems
it inappropriate for redemption  proceeds to be paid. You can avoid the delay of
waiting  for your  bank to clear  your  check by  paying  for  shares  with wire
transfers. Unless otherwise indicated,  redemption proceeds normally are paid by
check mailed to your record address.

To protect  against  fraud,  the  following  must be in writing with a signature
guarantee:  (1)  endorsement on a share  certificate;  (2) instruction to change
your  record  name;  (3)  modification  of a  designated  bank  account for wire
redemptions; (4) instruction regarding an Automatic Investment Plan or Automatic
Withdrawal  Plan;  (5)  distribution   elections;   (6)  election  of  telephone
redemption  privileges;   (7)  election  of  exchange  or  other  privileges  in
connection  with your account;  (8) written  instruction  to redeem shares whose
value exceeds $50,000; (9) redemption in an account when the account address has
changed within the last 30 days; (10) redemption when the proceeds are deposited
in a Norwest Advantage Funds account under a different account registration; and
(11) the payment of redemption  proceeds to any address,  person, or account for
which there are not established standing instructions.

You  may  obtain  signature   guarantees  at  any  of  the  following  types  of
organizations:  authorized banks, broker-dealers, national securities exchanges,
credit  unions,  savings  associations,  or  other  eligible  institutions.  The
specific  institution  must be  acceptable  to the  transfer  agent.  Whenever a
signature  guarantee is required,  the signature of each person required to sign
for the account must be guaranteed.

The Funds and the transfer agent will use  reasonable  procedures to verify that
telephone requests are genuine,  including recording telephone  instructions and
sending written confirmations of the transactions. Such procedures are necessary
because  the  Funds  and  transfer  agent  could be  liable  for  losses  due to
unauthorized  or  fraudulent  telephone  instructions.  You  should  verify  the
accuracy of a  telephone  instruction  as soon as you  receive the  confirmation
statement.  Telephone  redemption and exchanges may be difficult to implement in
times of drastic  economic or market  changes.  If you cannot reach the transfer
agent by telephone, you may mail or hand-deliver requests to the transfer agent.

Because of the cost of maintaining smaller accounts, Norwest Advantage Funds may
redeem,  upon not less than 60 days' written  notice,  any account with a NAV of
less  than  $100,000  immediately  following  any  redemption,  in the  case  of
Institutional  Shares, and $1,000 immediately  following any redemption,  in the
case of Investor Shares.

REDEMPTION PROCEDURES

If you have invested  directly in a Fund you may redeem your shares as described
below.  If you have  invested  through a  financial  institution  you may redeem
shares  through  the  financial  institution.  If you wish to  redeem  shares by
telephone or receive  redemption  proceeds by bank wire you should  complete the
appropriate  sections of the account  application.  These  privileges may not be
available  until several weeks after the  application  is received.  You may not
redeem shares by telephone if you have certificates for those shares.


                                       15
<PAGE>


REDEMPTION BY MAIL.  You may redeem  shares by sending a written  request to the
transfer agent accompanied by any share  certificate you have been issued.  Sign
all requests and endorse all certificates with signatures guaranteed.

REDEMPTION BY TELEPHONE.  If you have elected telephone  redemption  privileges,
you may redeem shares by  telephoning  the transfer agent at  1-800-338-1348  or
1-612-667-8833 and providing your shareholder  account number, the exact name in
which  the  shares  are  registered  and your  Social  Security  number or other
taxpayer  identification  number.  Norwest  Advantage Funds will mail a check to
your record address or, if you have chosen wire redemption privileges,  wire the
proceeds.

REDEMPTION BY BANK WIRE. If you have elected wire redemption privileges, you may
request a Fund to  transmit  redemption  proceeds of more than $5,000 by federal
funds wire to a bank  account  you have  designated  in  writing.  You must have
chosen the  telephone  redemption  privilege  to  request  bank  redemptions  by
telephone.  Redemption proceeds are transmitted by wire on the Fund business day
the transfer agent receives a redemption request in proper form.

EXCHANGES

If  you  hold   Institutional   Shares,   you  may  exchange  those  shares  for
Institutional  Shares of other Funds offering those shares. If you hold Investor
Shares,  you may exchange those shares for Investor Shares of the Funds offering
Investor Shares.  You may also exchange your shares for shares of other funds of
Norwest  Advantage  Funds  not  offered  by this  prospectus.  Call or write the
transfer  agent for both a list of funds that  offer  shares  exchangeable  with
those of the Funds and prospectuses of those funds.

The Funds do not charge for  exchanges,  and there is  currently no limit on the
number of exchanges you may make. The Funds,  however, may limit your ability to
exchange  shares if you  exchange too often.  Exchanges  are subject to the fees
charged by, and the limitations  (including minimum investment  restrictions) of
the Fund into which you are exchanging.

You may only  exchange  shares into a  pre-existing  account if that  account is
identically registered. You must submit a new account application if you wish to
exchange  shares  into an  account  registered  differently  or  with  different
shareholder privileges.  You may exchange into a Fund only if that Fund's shares
legally may be sold in your state of residence.

The Funds and federal tax law treat an exchange as a  redemption  and a purchase
of shares.  The Funds may amend or  terminate  exchange  procedures  on 60 days'
notice.

EXCHANGES BY MAIL. You may make an exchange by sending a written  request to the
transfer  agent  accompanied  by any  share  certificates  for the  shares to be
exchanged. Sign all written requests and endorse all certificates with signature
guaranteed.

EXCHANGES BY TELEPHONE. If you have telephone exchange privileges,  you may make
a  telephone  exchange  by  calling  the  transfer  agent at  1-800-338-1348  or
1-612-667-8833  and  giving  your  account  number,  the exact name in which the
shares are  registered,  and your  Social  Security  number,  or other  taxpayer
identification number.


DISTRIBUTIONS AND TAX MATTERS

DISTRIBUTIONS

Distributions of net investment income are declared daily and paid monthly.  Net
capital gain, if any, is distributed at least annually.

You have 3 choices for receiving  distributions:  the Reinvestment  Option,  the
Cash Option, and the Directed Dividend Option.

o    Under  the   Reinvestment   Option,   all   distributions  of  a  Fund  are
     automatically   invested  in  additional  shares  of  that  Fund.  You  are
     automatically assigned this option unless you select another option.


                                       16
<PAGE>


o    Under the Cash Option, you are paid all distributions in cash.

o    Under the Directed  Dividend Option, if you own $10,000 or more of a Fund's
     shares  in a  single  account,  you  can  have  that  Fund's  distributions
     reinvested in shares of another fund of Norwest  Advantage  Funds.  Call or
     write the transfer agent for more information  about the Directed  Dividend
     Option.

All distributions are treated in the same manner for federal income tax purposes
whether  received in cash or reinvested in shares of a fund.  All  distributions
reinvested in a fund are  reinvested at the fund's NAV as of the payment date of
the distribution.

TAX MATTERS

The Funds are  managed so that they do not owe federal  income or excise  taxes.
Distributions  paid by a Fund out of its net  investment  income  (including net
short-term  capital gain) are taxable as ordinary  income.  Distributions of net
capital gain (i.e., the excess of net long-term capital gain over net short-term
capital loss), if any, are taxable as long-term capital gain,  regardless of how
long a shareholder  has held shares in the Fund.  If a Fund receives  investment
income from  sources  within  foreign  countries,  that income may be subject to
foreign income or other taxes.

TAX-EXEMPT DISTRIBUTIONS

Generally,  you will not be subject to federal income tax on distributions  paid
by Municipal  Money Market Fund out of tax-exempt  interest income earned by the
Fund  ("exempt-interest  distributions").  If you use, or are related to someone
who uses,  facilities  financed by private  activity bonds held by the Fund, you
may be  subject to  federal  income  tax on your pro rata share of the  interest
income  from  those  securities  and  should  consult  your tax  adviser  before
purchasing  shares.  Interest on certain private activity bonds is treated as an
item of tax  preference  for purposes of the federal AMT imposed on  individuals
and  corporations.  As noted  above,  Municipal  Money  Market Fund may invest a
portion of its assets in securities that generate income that is not exempt from
federal income tax.  Further,  capital gains,  if any,  distributed by Municipal
Money Market Fund are subject to tax. In addition, exempt-interest distributions
are  included  in the  "adjusted  current  earnings"  of  corporations  for  AMT
purposes.  If you  borrow  money to  purchase  or carry the Fund's  shares,  the
interest  on your debt  generally  is not  deductible  for  federal  income  tax
purposes.

The federal  income tax  exemption  on  distributions  of  municipal  securities
interest does not  necessarily  result in an exemption under the income or other
tax laws of any state or local  taxing  authority.  You may be exempt from state
and local taxes on  distributions  of tax-exempt  interest  income  derived from
obligations of the state and/or municipalities of the state in which you reside.
You may,  however,  be  subject  to tax on  income  derived  from the  municipal
securities  of other  jurisdictions.  Consult  your tax adviser  concerning  the
application  of state and local taxes to investments in the Fund that may differ
from the federal income tax consequences described above.

OTHER INFORMATION

FUND REORGANIZATIONS

On March 25,  1999,  the  Board  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  the November  1998 merger of Wells Fargo &
Company and Norwest Corporation. Norwest Advantage Funds presented each proposed
fund  reorganization to the fund's  shareholders for their approval at a special
shareholders' meeting that was held in August 1999.

The  shareholders  of each of the  Norwest  Advantage  Funds  approved  the fund
reorganizations  and each of the Norwest  Advantage Funds will reorganize into a
corresponding  Wells  Fargo  Funds  Trust  portfolio  as  approved by the funds'
shareholders.

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.

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.

If you have any questions you should call 1-800-394-0736.




                                       17
<PAGE>






 Financial Highlights

     The  financial  highlights  table is intended to help you  understand  each
     Fund's  financial  performance  for 10 years or,  if  shorter,  the  Fund's
     operating  history.  Certain  information  reflects financial results for a
     single Fund share.  The total returns in the table  represent the rate that
     an  investor  would  have  earned  on an  investment  in a  Fund,  assuming
     reinvestment  of all  distributions.  The  information  from  June 1,  1994
     through May 31, 1999 has been audited by _____________________, independent
     auditors,  whose  report  dated July 16, 1999 about a Fund,  along with the
     Fund's  financial  statements,  are included in the Fund's  Annual  Report,
     which is available at no charge upon request.  These  financial  statements
     are  incorporated  by reference  into the SAI. Other  independent  auditors
     audited information for prior periods.

<TABLE>
<S>                                               <C>                 <C>        <C>           <C>





                                                                               Distributions     Ending
                                               Beginning Net         Net          from Net     Net Asset
                                                Asset Value       Investment     Investment    Value Per
                                                 Per Share          Income         Income        Share

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

Cash Investment Fund
Year Ended May 31, 1999                            $1.00            $0.049        ($0.049)       $1.00
Year Ended May 31, 1998                            $1.00            $0.053        ($0.053)       $1.00
Year Ended May 31, 1997                            $1.00            $0.051        ($0.051)       $1.00
Year Ended May 31, 1996                            $1.00            $0.054        ($0.054)       $1.00
Year Ended May 31, 1995                            $1.00            $0.049        ($0.049)       $1.00
Year Ended May 31, 1994                            $1.00            $0.031        ($0.031)       $1.00
Year Ended May 31, 1993                            $1.00            $0.033        ($0.033)       $1.00
December 1, 1991 to May 31, 1992                   $1.00            $0.021        ($0.021)       $1.00
Year Ended November 30, 1991                       $1.00            $0.061        ($0.061)       $1.00
Year Ended November 30, 1990                       $1.00            $0.079        ($0.079)       $1.00
Year Ended November 30, 1989                       $1.00            $0.088        ($0.088)       $1.00
Year Ended November 30, 1988                       $1.00            $0.071        ($0.071)       $1.00

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


                                                               Ratio to Average Net Assets
                                               -------------------------------------------------


                                                   Net                                           Net Assets at
                                              Investment      Net         Gross       Total      End of Period
                                                Income      Expenses   Expenses(a)    Return   (000's Omitted)

- ------------------------------------------------------------------------------------------------------------------------------
Cash Investment Fund
Year Ended May 31, 1999                            1.91%(b)     0.48%(b)     0.57%(b)     5.04%          $5,481,802
Year Ended May 31, 1998                            5.29%(b)     0.48%(b)    0.57% (b)     5.42%          $4,685,818
Year Ended May 31, 1997                              5.07%       0.48%        0.49%       5.21%          $2,147,894
Year Ended May 31, 1996                              5.36%       0.48%        0.49%       5.50%          $1,739,549
Year Ended May 31, 1995                              4.87%       0.48%        0.50%       4.96%          $1,464,304
Year Ended May 31, 1994                              3.11%       0.49%        0.49%       3.16%          $1,381,402
Year Ended May 31, 1993                              3.29%       0.50%        0.51%       3.36%          $1,944,948
December 1, 1991 to May 31, 1992                   4.23%(c)     0.50%(c)     0.56%(c)    4.29%(c)        $1,292,196
Year Ended November 30, 1991                         6.11%       0.51%        0.54%       6.31%          $1,004,979
Year Ended November 30, 1990                         7.92%       0.45%        0.57%       8.22%            $747,744
Year Ended November 30, 1989                         8.81%       0.45%        0.64%       9.22%            $662,698
Year Ended November 30, 1988                         7.00%       0.43%        0.74%       7.32%            $316,349

- ----------------------------------------------------------------------------------------------
</TABLE>


(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(c)  Annualized.







                                       18
<PAGE>




<TABLE>
<S>                                                    <C>             <C>             <C>           <C>







                                                                                 Distributions    Ending
                                                 Beginning Net         Net          from Net     Net Asset
                                                  Asset Value      Investment      Investment    Value Per
                                                   Per Share         Income          Income        Share

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

Ready Cash Investment Fund
Investor Shares
Year Ended May 31, 1999                              $1.00           $0.046         ($0.046)       $1.00
Year Ended May 31, 1998                              $1.00           $0.050         ($0.050)       $1.00
Year Ended May 31, 1997                              $1.00           $0.047         ($0.047)       $1.00
Year Ended May 31, 1996                              $1.00           $0.051         ($0.051)       $1.00
Year Ended May 31, 1995                              $1.00           $0.045         ($0.045)       $1.00
Year Ended May 31, 1994                              $1.00           $0.027         ($0.027)       $1.00
Year Ended May 31, 1993                              $1.00           $0.030         ($0.030)       $1.00
December 1, 1991 to May 31, 1992                     $1.00           $0.020         ($0.020)       $1.00
Year Ended November 30, 1991                         $1.00           $0.058         ($0.058)       $1.00
Year Ended November 30, 1990                         $1.00           $0.076         ($0.076)       $1.00
Year Ended November 30, 1989                         $1.00           $0.085         ($0.085)       $1.00
January 20, 1988 to November 30, 1988(d)             $1.00           $0.059         ($0.059)       $1.00

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

                                                                 Ratio to Average Net Assets

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


                                                     Net                                            Net Assets at
                                                  Investment      Net         Gross       Total      End of Period
                                                    Income      Expenses   Expenses(a)   Return    (000's Omitted)

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

Ready Cash Investment Fund
Investor Shares
Year Ended May 31, 1999                             4.56%(b)     0.82%(b)    0.82%(B)      4.68%            $953,175
Year Ended May 31, 1998                             4.95%(b)     0.82%(b)    0.82%(b)      5.07%            $789,380
Year Ended May 31, 1997                              4.75%        0.82%        0.83%       4.87%            $576,011
Year Ended May 31, 1996                              5.02%        0.82%        0.87%       5.17%            $473,879
Year Ended May 31, 1995                              4.64%        0.82%        0.91%       4.62%            $268,603
Year Ended May 31, 1994                              2.70%        0.82%        0.92%       2.74%            $164,138
Year Ended May 31, 1993                              3.04%        0.82%        0.94%       3.08%            $162,585
December 1, 1991 to May 31, 1992                    4.01%(c)     0.82%(c)    0.93%(c)    4.05%(c)           $176,378
Year Ended November 30, 1991                         5.81%        0.82%        0.96%       5.98%            $183,775
Year Ended November 30, 1990                         7.56%        0.82%        0.97%       7.83%            $166,911
Year Ended November 30, 1989                         8.51%        0.81%        0.99%       8.86%            $144,117
January 20, 1988 to November 30, 1988(d)             7.11%(c)     0.77%(c)    1.13%(c)    6.97%(c)            $46,736

- ------------------------------------------------------------------------------------------------
</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Includes expenses allocated from Portfolio(s) in which the Fund invests.
(c)  Annualized.
(d)  Commencement  of  operations;  the initial class of shares became  Investor
     Shares.








                                       19
<PAGE>





<TABLE>
<S>                                                <C>                <C>             <C>           <C>






                                                                                 Distributions     Ending
                                                 Beginning Net         Net          from Net     Net Asset
                                                  Asset Value      Investment      Investment    Value Per
                                                   Per Share         Income          Income        Share

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

U.S. Government Fund
Year Ended May 31, 1999                              $1.00           $0.047         ($0.047)       $1.00
Year Ended May 31, 1998                              $1.00           $0.051         ($0.051)       $1.00
Year Ended May 31, 1997                              $1.00           $0.049         ($0.049)       $1.00
Year Ended May 31, 1996                              $1.00           $0.052         ($0.052)       $1.00
Year Ended May 31, 1995                              $1.00           $0.047         ($0.047)       $1.00
Year Ended May 31, 1994                              $1.00           $0.030         ($0.030)       $1.00
Year Ended May 31, 1993                              $1.00           $0.030         ($0.030)       $1.00
December 1, 1991 to May 31, 1992                     $1.00           $0.020         ($0.020)       $1.00
Year Ended November 30, 1991                         $1.00           $0.058         ($0.058)       $1.00
Year Ended November 30, 1990                         $1.00           $0.077         ($0.077)       $1.00
Year Ended November 30, 1989                         $1.00           $0.085         ($0.085)       $1.00
Year Ended November 30, 1988                         $1.00           $0.069         ($0.069)       $1.00

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


                                                                Ratio to Average Net Assets

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


                                                    Net                                            Net Assets at
                                                Investment      Net         Gross       Total      End of Period
                                                  Income      Expenses   Expenses(a)    Return   (000's Omitted)

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

U.S. Government Fund
Year Ended May 31, 1999                              4.69%       0.50%        0.52%       4.81%          $3,368,534
Year Ended May 31, 1998                              5.08%       0.50%        0.51%       5.20%          $2,260,208
Year Ended May 31, 1997                              4.91%       0.49%        0.49%       5.04%          $1,912,574
Year Ended May 31, 1996                              5.13%       0.50%        0.51%       5.27%          $1,649,721
Year Ended May 31, 1995                              4.68%       0.50%        0.52%       4.81%          $1,159,421
Year Ended May 31, 1994                              3.02%       0.47%        0.53%       3.07%          $1,091,141
Year Ended May 31, 1993                              3.00%       0.45%        0.57%       3.06%            $903,274
December 1, 1991 to May 31, 1992                   3.99%(b)     0.45%(b)     0.61%(b)    4.07%(b)          $623,685
Year Ended November 30, 1991                         5.84%       0.45%        0.60%       6.00%            $469,487
Year Ended November 30, 1990                         7.66%       0.45%        0.61%       7.94%            $500,794
Year Ended November 30, 1989                         8.51%       0.45%        0.65%       8.87%            $394,137
Year Ended November 30, 1988                         6.87%       0.42%        0.73%       7.13%            $254,104

- ------------------------------------------------------------------------------------------------
</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Annualized.






                                       20
<PAGE>




<TABLE>
<S>                                               <C>                      <C>       <C>       <C>







                                                                                 Distributions    Ending
                                                 Beginning Net         Net          from Net     Net Asset
                                                  Asset Value      Investment      Investment    Value Per
                                                   Per Share         Income          Income        Share

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

Treasury Plus Fund
July 6, 1998(b) to May 31, 1999                      $1.00           $0.033         ($0.033)       $1.00
Treasury Fund
Year Ended May 31, 1999                              $1.00           $0.044         ($0.044)       $1.00
Year Ended May 31, 1998                              $1.00           $0.049         ($0.049)       $1.00
Year Ended May 31, 1997                              $1.00           $0.047         ($0.047)       $1.00
Year Ended May 31, 1996                              $1.00           $0.050         ($0.050)       $1.00
Year Ended May 31, 1995                              $1.00           $0.046         ($0.046)       $1.00
Year Ended May 31, 1994                              $1.00           $0.028         ($0.028)       $1.00
Year Ended May 31, 1993                              $1.00           $0.029         ($0.029)       $1.00
December 1, 1991 to May 31, 1992                     $1.00           $0.020         ($0.020)       $1.00
December 3, 1990(b) to November 30, 1991             $1.00           $0.058         ($0.058)       $1.00

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

                                                                   Ratio to Average Net Assets

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


                                                      Net                                            Net Assets at
                                                  Investment      Net         Gross       Total      End of Period
                                                     Income      Expenses   Expenses(a)   Return    (000's Omitted)

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

Treasury Plus Fund
July 6, 1998(b) to May 31, 1999                      4.25%(c)     0.50%(c)    0.84%(c)      3.30%             $92,139
Treasury Fund
Year Ended May 31, 1999                              4.34%        0.46%        0.53%       4.49%          $1,548,549
Year Ended May 31, 1998                              4.89%        0.46%        0.54%       5.00%          $1,440,515
Year Ended May 31, 1997                              4.74%        0.46%        0.53%       4.87%          $1,003,697
Year Ended May 31, 1996                              4.91%        0.46%        0.56%       5.04%            $802,270
Year Ended May 31, 1995                              4.62%        0.46%        0.57%       4.65%            $661,098
Year Ended May 31, 1994                              2.81%        0.46%        0.58%       2.83%            $526,483
Year Ended May 31, 1993                              2.93%        0.47%        0.58%       2.98%            $384,751
December 1, 1991 to May 31, 1992                    4.01%(c)     0.47%(c)    0.59%(c)    4.07%(c)           $374,492
December 3, 1990(b) to November 30, 1991            5.62%(c)     0.31%(c)    0.66%(c)    6.02%(c)           $354,200

- ------------------------------------------------------------------------------------------------
</TABLE>


(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Commencement of operations.
(c)  Annualized.







                                       21
<PAGE>





<TABLE>
<S>                                                    <C>             <C>            <C>            <C>              <C>       <C>






                                                                                  Net Realized   Distributions                Ending
                                                 Beginning Net         Net       and Unrealized     from Net     Capital   Net Asset
                                                  Asset Value      Investment      Gain (Loss)     Investment Contribution Value Per
                                                   Per Share         Income      on Investments      Income   from Adviser     Share

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

Municipal Money Market Fund
Investor Shares
Year Ended May 31, 1999                              $1.00           $0.027            --           ($0.027)         --        $1.00
Year Ended May 31, 1998                              $1.00           $0.031            --           ($0.031)         --        $1.00
Year Ended May 31, 1997                              $1.00           $0.030            --           ($0.030)         --        $1.00
Year Ended May 31, 1996                              $1.00           $0.033            --           ($0.033)         --        $1.00
Year Ended May 31, 1995                              $1.00           $0.031         ($0.004)        ($0.031)       $0.004      $1.00
Year Ended May 31, 1994                              $1.00           $0.021            --           ($0.021)         --        $1.00
Year Ended May 31, 1993                              $1.00           $0.021            --           ($0.021)         --        $1.00
December 1, 1991 to May 31, 1992                     $1.00           $0.014            --           ($0.014)         --        $1.00
Year Ended November 30, 1991                         $1.00           $0.042            --           ($0.042)         --        $1.00
Year Ended November 30, 1990                         $1.00           $0.053            --           ($0.053)         --        $1.00
Year Ended November 30, 1989                         $1.00           $0.058            --           ($0.058)         --        $1.00
January 7, 1988 to November 30, 1988(d)              $1.00           $0.042            --           ($0.042)         --        $1.00
Institutional Shares
Year Ended May 31, 1999                              $1.00           $0.029            --           ($0.029)         --        $1.00
Year Ended May 31, 1998                              $1.00           $0.033            --           ($0.033)         --        $1.00
Year Ended May 31, 1997                              $1.00           $0.032            --           ($0.032)         --        $1.00
Year Ended May 31, 1996                              $1.00           $0.035            --           ($0.035)         --        $1.00
Year Ended May 31, 1995                              $1.00           $0.033         ($0.004)        ($0.033)       $0.004      $1.00
August 3, 1993 to May 31, 1994(d)                    $1.00           $0.019            --           ($0.019)         --        $1.00

- -------------------------------------------------------------------------------------------------
                                                                 Ratio to Average Net Assets

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


                                                    Net                                            Net Assets at
                                                Investment      Net         Gross       Total      End of Period
                                                  Income      Expenses   Expenses(a)   Return    (000's Omitted)

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

Municipal Money Market Fund
Investor Shares
Year Ended May 31, 1999                              2.72%        0.65%        0.86%       2.76%             $41,174
Year Ended May 31, 1998                              3.13%        0.65%        0.83%       3.18%             $44,070
Year Ended May 31, 1997                              3.01%        0.65%        0.87%       3.08%             $54,616
Year Ended May 31, 1996                              3.25%        0.65%        0.88%       3.31%             $57,021
Year Ended May 31, 1995                              3.10%        0.65%        0.93%     3.13%(b)            $47,424
Year Ended May 31, 1994                              2.03%        0.65%        0.99%       2.09%             $33,554
Year Ended May 31, 1993                              2.13%        0.65%        0.97%       2.18%             $75,521
December 1, 1991 to May 31, 1992                    2.81%(c)     0.63%(c)    0.96%(c)    2.89%(c)            $82,678
Year Ended November 30, 1991                         4.10%        0.64%        1.08%       4.26%             $66,327
Year Ended November 30, 1990                         5.34%        0.64%        1.16%       5.48%             $29,801
Year Ended November 30, 1989                         5.78%        0.62%        1.15%       5.94%             $18,639
January 7, 1988 to November 30, 1988(d)              4.64%(c)     0.60%(c)    1.20%(c)    4.76%(c)            $8,963
Institutional Shares
Year Ended May 31, 1999                              2.91%        0.45%        0.57%       2.97%          $1,019,589
Year Ended May 31, 1998                              3.32%        0.45%        0.59%       3.39%            $977,693
Year Ended May 31, 1997                              3.21%        0.45%        0.70%       3.28%            $635,655
Year Ended May 31, 1996                              3.41%        0.45%        0.72%       3.52%            $592,436
Year Ended May 31, 1995                              3.37%        0.45%        0.74%     3.33%(b)           $278,953
August 3, 1993 to May 31, 1994(d)                    2.33%(c)     0.45%(c)    0.77%(c)    2.34%(c)          $190,356

- -------------------------------------------------------------------------------------------------
</TABLE>


(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total Return for 1995  includes the effect of a capital  contribution  from
     the Adviser. Without the capital contribution,  Total Return wold have been
     2.59% for Investor Shares and 2.79% for Institutional Shares.
(c)  Annualized.
(d)  Commencement  of  operations;  the initial class of shares became  Investor
     Shares..









                                       22
<PAGE>





If you would like more information  about the Funds and their  investments,  you
may want to read the following documents:


Statement  of  Additional   Information.   A  Fund's   statement  of  additional
information,  or "SAI," contains  detailed  information about the Funds, such as
its investments,  management,  and  organization.  It is incorporated  into this
prospectus by reference.


Annual  and  Semi-Annual  Reports.  Additional  Information  about  each  Fund's
investments is available in its annual and semi-annual  reports to shareholders.
In the  annual  report,  each  Fund's  portfolio  manager  discusses  the market
conditions  and investment  strategies  that  significantly  affected the Fund's
performance during its last fiscal year.


You may obtain free copies of the SAI, annual report, and semi-annual report, or
make   inquiries   concerning   the  Funds,   by  contacting   your   investment
representative  or by contacting  Norwest Advantage Funds, 733 Marquette Avenue,
Minneapolis, Minnesota 55479, or by calling 1-800- 338-1348 or 1-612-667-8833.

The Funds'  reports  and SAI are  available  from the  Securities  and  Exchange
Commission in Washington,  D.C. You may obtain copies of these  documents,  upon
payment of a  duplicating  fee, by writing the Public  Reference  Section of the
SEC, Washington D.C. 20549-6009.  The scheduled hours of operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Free copies
of the  reports  and SAIs are  available  from the  SEC's  Internet  website  at
http://www.sec.com.


The SEC's Investment Company Act file number for the Funds is 811-4881.



<PAGE>


                                   PROSPECTUS
                                 October 1, 1999


                           READY CASH INVESTMENT FUND
                                 Exchange Shares










































AN  INVESTMENT IN THE FUND IS NOT A DEPOSIT OF NORWEST BANK  MINNESOTA,  N.A. OR
ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

The U.S.  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.


<PAGE>




                                TABLE OF CONTENTS

    1. RISK/RETURN SUMMARY......................................................
    2. FEES AND EXPENSES OF THE FUND............................................
    3. INVESTMENT OBJECTIVE, STRATEGIES AND RISK CONSIDERATIONS.................
       Investment Objectives and Strategies.....................................
       Risk Considerations......................................................
    4. MANAGEMENT OF THE FUND...................................................
    5. CHARACTERISTICS OF EXCHANGE SHARES.......................................
    6. HOW TO BUY AND SELL SHARES...............................................
       Determination of Net Asset Value.........................................
       General Purchase Information.............................................
       Purchasing Shares Directly...............................................
       Exchanges Through Financial Institutions.................................
       General Redemption Information...........................................
       Redemption Procedures....................................................
       Exchanges................................................................
    7. DISTRIBUTIONS AND TAX MATTERS............................................
    8. OTHER INFORMATION........................................................
    9. FINANCIAL HIGHLIGHTS.....................................................



                                       ii

<PAGE>




RISK/RETURN SUMMARY

The following is a summary of certain key  information  about the Fund. You will
find additional information about the Fund after this summary.

OBJECTIVE.  The Fund's investment objective is to provide high current income to
the extent  consistent  with the  preservation of capital and the maintenance of
liquidity.

PRINCIPAL INVESTMENT  STRATEGY.  The Fund is a "money market fund" that seeks to
maintain  a stable  net asset  value of $1.00 per share.  The Fund  pursues  its
objectives by maintaining a portfolio of high-quality  money market  securities.
The Fund  primarily  invests in money  market  instruments  of U.S.  and foreign
issuers.

PRINCIPAL RISKS.  The principal risks of investing in the Fund are:

     o    Interest  Rate Risk:  This is the risk that changes in interest  rates
          will affect the value of the Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest  rates  may  cause the  value of the  Fund's  investments  to
          decline.

     o    Credit  Risk:  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

Another Important Thing For You To Note. Although the Fund seeks to preserve the
value of your  investment  at $1.00 per share it is  possible  to lose  money by
investing in the Fund.

BAR CHART AND PERFORMANCE INFORMATION

The bar chart shows the Fund's  annual total returns and the  performance  table
shows the Fund's  average annual total  returns.  The bar chart and  performance
table provide an indication of the historical  risk of an investment in the Fund
by showing:

     o    changes in the Fund's  performance  from year to year over the life of
          the Fund; and

     o    the Fund's  average  annual total returns for one year and the life of
          the Fund.


                       [EDGAR Representation of Bar Chart]

                                   1995      4.64%
                                   1996      4.09%
                                   1997      4.23%
                                   1998      4.18%

     The calendar year-to-date total return as of June 30, 1999 was 1.76%.

During the periods shown in the chart,  the highest  quarterly  return was 1.17%
(for the quarter ended June 30, 1995) and the lowest  quarterly return was 0.98%
(for the quarter ended June 30, 1996).


                                       1
<PAGE>


The following table lists the Fund's average annual total returns as of December
31, 1998.

                                                 Ready Cash
Year(s)                                        Investment Fund
1 Year                                              4.18%
Since Inception (5/9/94)                            4.13%






                                       2
<PAGE>





FEES AND EXPENSES OF THE FUND

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Fund.

                        SHAREHOLDER TRANSACTION EXPENSES
                    (fees paid directly from your investment)
                                                                Exchange
                                                                 Shares
- ------------------------------------------------------- --------------------
- ------------------------------------------------------- --------------------
     Maximum Sales Charge (Load) Imposed on Purchases
     (as a percentage of offering price)                          Zero

     Maximum Deferred Sales Charge (Load)
     (as percentage of the lower of the Net Asset
     Value ("NAV") at purchase or the NAV at                      5.0%
     redemption)

ANNUAL FUND OPERATING EXPENSES (1)
(expenses that are deducted from the fund's assets)

Investment Advisory Fees                                         0.33%
Distribution (12b-1) Fees                                        1.00%
Other Expenses(2)                                                1.91%
Total Annual Fund Operating Expenses(3)                          3.24%


(1)  Based on amounts  incurred during the Fund's fiscal year ended May 31, 1999
     stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  The Fund is subject to  voluntary  fee waivers  and expense  reimbursements
     that  reduce  the  operating  expenses  of  the  Fund.  See  the  Financial
     Highlights table for information about Fund expenses net of fee waivers and
     expense reimbursements


EXAMPLES OF EXPENSES

These  examples  are  intended to help you compare the cost of  investing in the
Fund with the cost of investing in other mutual funds.  The examples assume that
you  invest  $10,000  in the Fund  for the time  periods  indicated,  that  your
investment has a 5% annual return, that the Fund's operating expenses remain the
same, and that distributions are reinvested.  Your actual costs may be higher or
lower than those shown.

You would pay the following expenses assuming that you redeem your shares at the
end of each period:

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

                              Ready Cash
                           Investment Fund
- ----------------------- -----------------------
- ----------------------- -----------------------
                           Exchange Shares
- -----------------------
                        -----------------------
1 YEAR                           727
- ----------------------- -----------------------
3 YEARS                         1,298
- ----------------------- -----------------------
5 YEARS                         1,893
- ----------------------- -----------------------
10 YEARS                        3,540
- ----------------------- -----------------------


                                       3
<PAGE>


You would pay the following expenses assuming that you do NOT redeem your shares
at the end of the periods shown:

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

                              Ready Cash
                           Investment Fund
- ----------------------- -----------------------
- ----------------------- -----------------------
                           Exchange Shares
- -----------------------
                        -----------------------
1 YEAR                           327
- ----------------------- -----------------------
3 YEARS                          998
- ----------------------- -----------------------
5 YEARS                         1,693
- ----------------------- -----------------------
10 YEARS                        3,540
- ----------------------- -----------------------





                                       4
<PAGE>




INVESTMENT OBJECTIVE, STRATEGIES
AND RISK CONSIDERATIONS

This  section of the  prospectus  provides a more  complete  description  of the
Fund's  investment  objective  and  principal  strategies  and risks.  Except as
otherwise  indicated,  the Board of Trustees of Norwest  Advantage Funds, or the
Board, may change the Fund's investment policies without  shareholder  approval.
The Fund's  investment  objective is  fundamental.  There can, of course,  be no
assurance that the Fund will achieve its investment objective.

The Fund is "gateway"  fund in a  "core/gateway"  structure.  In this  structure
"gateway"  funds  invest  some  or all of  their  assets  in one or  more  "core
portfolios"  that  have  a  substantially  identical  investment  objective  and
substantially  similar policies as the gateway fund.  Gateway funds investing in
the  same  core   portfolio,   or  Portfolio,   can  enhance  their   investment
opportunities  and reduce  their  expense  ratios  through  sharing the costs of
managing a large pool of assets.  Except when  necessary  to describe the Fund's
investment in the Portfolio, references to the Fund also include the Portfolio.

INVESTMENT OBJECTIVE AND STRATEGIES

The Fund's investment  objective is to provide high current income to the extent
consistent with the preservation of capital and the maintenance of liquidity.

The Fund's  investments are made under the  requirements of a SEC rule governing
money   market   funds.   The   Fund   invests   only  in   high-quality,   U.S.
dollar-denominated  short-term  money market  instruments that are determined by
the Adviser,  under procedures adopted by the Board, to be eligible for purchase
and to present  minimal  credit risks.  The Fund may invest in  securities  with
fixed, variable, or floating rates of interest.

High-quality  instruments include those that: (1) are rated (or, if unrated, are
issued by an issuer with comparable  outstanding  short-term debt that is rated)
in 1 of the 2 highest rating categories by 2 nationally  recognized  statistical
rating  organizations,  or NRSROs,  or, if only 1 NRSRO has issued a rating,  by
that NRSRO; or (2) are otherwise  unrated and determined by the Adviser to be of
comparable  quality.  The Fund  invests  at least  95% of its  total  assets  in
securities in the highest rating category.

The Fund invests in a broad spectrum of high-quality money market instruments of
U.S.  and foreign  issuers,  including  securities  issued or  guaranteed  as to
principal   and   interest  by  the  U.S.   Government,   its  agencies  or  its
instrumentalities,  municipal securities and corporate debt securities. The Fund
seeks to maintain a rating within the 2 highest short-term  categories  assigned
by at least 1 NRSRO.

The Fund may invest in  obligations  of financial  institutions.  These  include
negotiable  certificates of deposit,  bank notes,  bankers' acceptances and time
deposits of U.S.  banks  (including  savings  banks and  savings  associations),
foreign branches of U.S. banks, foreign banks and their non-U.S.  branches, U.S.
branches  and  agencies  of  foreign  banks  and  wholly-owned   banking-related
subsidiaries of foreign banks. The Fund limits its investments in obligations of
financial institutions to institutions that at the time of investment have total
assets in excess of $1 billion, or the equivalent in other currencies.

The  Fund  normally  will  invest  more  than  25% of its  total  assets  in the
obligations  of  domestic  and foreign  financial  institutions,  their  holding
companies and their  subsidiaries.  The Fund may not invest more than 25% of its
total assets in any other single industry.

RISK CONSIDERATIONS

The Fund's  principal risks are interest rate risk and credit risk.  Because the
Fund invests in short-term  securities,  a decline in interest rates will affect
the Fund's yields as these securities  mature or are sold and the Fund purchases
new short-term securities with lower yields.  Generally, an increase in interest
rates causes the value of a debt instrument to decrease. The change in value for
short-term  securities  is  usually  smaller  than for  securities  with  longer
maturities.  Because the Fund invests in securities  with short  maturities  and
seeks to maintain a stable net asset value of $1.00 per share,  it is  possible,
though  unlikely,  that an increase in interest  rates would change the value of
your investment.

Credit  risk  is the  possibility  that  a  security's  credit  rating  will  be
downgraded or that the issuer of a security will default (fail to make scheduled
interest and principal payments). The Fund invests in highly-rated securities to
minimize credit risk.


                                       5
<PAGE>


The  Fund's  foreign  investments  may  be  subject  to  foreign  risk.  Foreign
securities  issuers  usually are not subject to the same degree of regulation as
U.S. issuers. Reporting,  accounting and auditing standards of foreign countries
differ, in some cases, significantly from U.S. standards.  Foreign risk includes
nationalization,  expropriation or confiscatory  taxation,  political changes or
diplomatic developments that could adversely affect the Fund's investments.


MANAGEMENT OF THE FUND

INVESTMENT ADVISORY SERVICES

NORWEST INVESTMENT MANAGEMENT, INC. is the investment adviser for the Portfolio.
In this capacity,  Norwest makes  investment  decisions for and  administers the
Portfolio's  investment  programs.  Norwest receives an investment  advisory fee
from the Portfolio.  Norwest  Investment  Management,  Inc.'s address is Norwest
Center, Sixth Street and Marquette, Minneapolis, MN 55479.

PORTFOLIO MANAGERS: David D. Sylvester,  Laurie R. White and Robert G. Leuty are
primarily  responsible for the day-to-day  management of the Fund's investments.
They  became  portfolio  managers  for the  Portfolio  in 1987,  1991 and  1998,
respectively.  Mr.  Sylvester has been  associated with Norwest and Norwest Bank
since 1979, and currently is a Managing Director - Reserve Asset Management. Ms.
White  is a  Director-Reserve  Asset  Management  and has been  associated  with
Norwest or Norwest Bank since 1991. Mr. Leuty has been  associated  with Norwest
or Norwest Bank since 1992, has been associated in various investment management
capacities  since 1993 and has been in his present  capacity of Senior Portfolio
Manager since 1998.

ADVISORY FEE: The Adviser receives 0.40% annually of the Portfolio's  first $300
million of average daily net assets; 0.36% annually for the next $400 million of
average daily net assets; and 0.32% annually for the remaining average daily net
assets.

DORMANT INVESTMENT ADVISORY ARRANGEMENTS

Norwest has been  retained as a "dormant"  or  "back-up"  investment  adviser to
manage any assets redeemed and invested  directly by the Fund.  Norwest does not
receive any  compensation  under this  arrangement  as long as the Fund  invests
entirely in a Portfolio or  Portfolios.  If the Fund redeems its assets from the
Portfolio and invests them directly, Norwest receives an investment advisory fee
from the Fund for the management of those assets.

OTHER FUND SERVICES

The FORUM FINANCIAL GROUP of companies provide  managerial,  administrative  and
underwriting  services  to the Fund.  NORWEST  BANK acts as the Fund's  transfer
agent, distribution disbursing agent and custodian.

CHARACTERISTICS OF EXCHANGE SHARES

This prospectus  offers  Exchange Shares of the Fund. You may purchase  Exchange
Shares only through  exchanges  of B Shares of other funds of Norwest  Advantage
Funds. Exchange Shares are offered at net asset value.

Exchange Shares have distribution and shareholder servicing fees of 1.00% of the
average  daily net  assets of the class  under a Rule 12b-1  distribution  plan.
Because  distribution  fees are paid out of the  Fund's  assets  on an  on-going
basis,  over time these fees will increase the cost of your  investment  and may
cost more than paying a front-end sales charge.

If you redeem Exchange Shares, there will be a contingent deferred sales charge,
or CDSC, on the  redemption to the extent that there would be a CDSC if you were
redeeming  the B Shares you  originally  purchased.  The amount of the CDSC will
vary depending  which fund's shares you  originally  purchased and the number of
years  between the purchase of those shares and the  redemption  of the Exchange
Shares.  You  will  pay  the  CDSC on the  lesser  of the  cost of the B  Shares
originally  purchased  and the net  asset  value  of the  Exchange  Shares  upon
redemption.  There is no CDSC on Exchange Shares purchased through reinvestments
of distributions.


                                       6
<PAGE>


The  Fund  will  redeem  shares  so  that  you  pay the  lowest  possible  CDSC.
Redemptions  will  automatically  be made first from any Investor  Shares in the
Fund,   second  from  Exchange  Shares  acquired  pursuant  to  reinvestment  of
distributions,  third from Exchange  Shares which have been held for long enough
so that there is no  applicable  CDSC and fourth  from the  longest  outstanding
remaining Exchange Shares.

CONVERSION  FEATURE.  Exchange  Shares  will  automatically  convert to Investor
Shares  of the Fund (a class of the  Fund's  shares  that  does not have CDSC or
distribution  fees)  when the B  Shares  you  originally  purchased  would  have
converted to A Shares had they not been exchanged. The conversion will be on the
basis of the relative net asset values of the shares,  without the imposition of
any sales load, fee or other charge.  For purposes of conversion,  the Fund will
consider  Exchange Shares purchased through the reinvestment of distributions to
be held in a separate sub-account. Each time any Exchange Shares in your account
(other than those in the sub-account)  convert, a corresponding pro rata portion
of the shares in the  sub-account  will also convert.  The Funds may suspend the
conversion feature in the future; in that event,  Exchange Shares might continue
to pay their distribution fee indefinitely.


HOW TO BUY AND SELL SHARES

DETERMINATION  OF NET ASSET VALUE The Fund determines its net asset value or NAV
at 3:00 p.m.,  Eastern Time, on each Fund business day, which is any day the New
York Stock Exchange is open, by dividing the value of its net assets (i.e.,  the
value of its securities and other assets less its  liabilities) by the number of
shares outstanding at the time the determination is made.

In order to  maintain  NAV per share at $1.00,  the Fund  values  its  portfolio
securities at amortized  cost.  Amortized  cost  valuation  involves  valuing an
instrument at its cost and then assuming a constant  amortization to maturity of
any discount or premium.

You may  exchange  for or  redeem  shares  at a price  equal to  their  NAV next
determined,  subject in the case of redemptions to a CDSC, after receipt of your
exchange order or redemption request in proper form on Fund business days.

GENERAL PURCHASE INFORMATION

You  may  exchange  for  Exchange   Shares   directly  or  through  a  financial
institution.  The Fund's  transfer  agent  processes  all  transactions  in Fund
shares.  Exchange  Shares  require a minimum  initial  investment  of $1,000 and
minimum  subsequent  investments of $100. Your shares become eligible to receive
distributions on the day that your exchange order is received in proper form.

The Fund  reserves  the right to reject any  subscription  for the  purchase  of
shares,  including  subscriptions  by  market  timers.  You will  receive  share
certificates  for  your  shares  only  if  you  request  them  in  writing.   No
certificates are issued for fractional shares.

The Fund must receive purchase and redemption  orders before the times indicated
below. Times indicated are Eastern Time.

    order must be        payment must be
     received by           received by
      3:00 p.m.             4:00 p.m.

The Fund  may  advance  the time by which  purchase  or  redemption  orders  and
payments  must be  received  on  days  that  the  New  York  Stock  Exchange  or
Minneapolis Federal Reserve Bank closes early, the Public Securities Association
recommends  that  the  government   securities  markets  close  early  or  other
circumstances affect the Fund's trading hours.

PURCHASING SHARES DIRECTLY

If you exchange B Shares for Exchange  Shares,  you will have an account  opened
automatically.  Call or write the transfer  agent if you wish to  participate in
shareholder   services  not  offered  on  the  account   application  or  change


                                       7
<PAGE>


information on your account (such as addresses).  Norwest Advantage Funds may in
the future modify, limit or terminate any shareholder privilege upon appropriate
notice and may charge a fee for certain shareholder  services,  although no such
fees are currently  contemplated.  You may terminate your  participation  in any
shareholder program by writing to Norwest Advantage Funds.

Exchanges by Mail. You may exchange B Shares for the Fund's  Exchange  Shares by
sending a written request  accompanied by any share  certificates  you have been
issued to Norwest Advantage Funds at the following address:

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

Sign all requests and endorse all certificates with signature guaranteed.

EXCHANGES BY TELEPHONE.  If you have elected telephone exchange privileges,  you
may exchange B Shares for Exchange  Shares by telephoning  the transfer agent at
1-800-338-1348 or 1-612-667-8833 and providing your shareholder  account number,
the exact name in which the  shares  are  registered  and your  Social  Security
number or other taxpayer identification number.

EXCHANGES THROUGH FINANCIAL INSTITUTIONS

You may exchange and redeem shares  through  certain  broker-dealers,  banks and
other financial institutions.  When you exchange for the Fund's shares through a
financial institution, the shares may be held in your name or in the name of the
financial institution.  Subject to your institution's  procedures,  you may have
Fund shares held in the name of your financial institution transferred into your
name.  If your shares are held in the name of your  financial  institution,  you
must contact the financial  institution on matters  involving your shares.  Your
financial institution may charge you for redeeming or exchanging shares.

SUBSEQUENT PURCHASES OF SHARES

You can make  subsequent  exchanges  in  writing,  by  telephone  or  through  a
financial  institution as indicated  above. All payments should clearly indicate
your name and account number.

GENERAL REDEMPTION INFORMATION

You may redeem  Exchange Shares on any Fund business day at their NAV subject to
a CDSC in the  amount you would  have had to pay if you had not  exchanged  your
original B Shares.  There is no minimum  period of investment and no restriction
on the frequency of redemptions.

Fund  shares  are  redeemed  as of the  next  determination  of the  Fund's  NAV
following  receipt by the transfer agent of the redemption  order in proper form
(and any supporting documentation that the transfer agent may require). Redeemed
shares  are not  entitled  to  receive  distributions  on the day on  which  the
redemption is effective.

Redemption orders are accepted up to the times indicated above for acceptance of
exchange orders.  As described above, the Fund may advance the times for receipt
of redemption orders.

Normally,  redemption  proceeds  are paid  immediately  following  receipt  of a
redemption  order in proper form. In any event,  you will be paid within 7 days,
unless  (1) your bank has not  cleared  the check  originally  used to  purchase
shares (which may take up to 15 days), (2) the New York Stock Exchange is closed
(or trading is  restricted)  for any reason other than normal weekend or holiday
closings, (3) there is an emergency in which it is not practical for the Fund to
sell its  portfolio  securities  or for the Fund to determine its NAV or (4) the
SEC deems it inappropriate for redemption proceeds to be paid. You can avoid the
delay of waiting  for your bank to clear  your  check by paying for shares  with
wire transfers.  Unless otherwise  indicated,  redemption  proceeds normally are
paid by check mailed to your record address.


                                       8
<PAGE>


To protect  against  fraud,  the  following  must be in writing with a signature
guarantee:  (1)  endorsement on a share  certificate;  (2) instruction to change
your  record  name;  (3)  modification  of a  designated  bank  account for wire
redemptions; (4) instruction regarding an Automatic Investment Plan or Automatic
Withdrawal  Plan;  (5)  distribution   elections;   (6)  election  of  telephone
redemption  privileges;   (7)  election  of  exchange  or  other  privileges  in
connection  with your account;  (8) written  instruction  to redeem shares whose
value exceeds $50,000; (9) redemption in an account when the account address has
changed within the last 30 days; (10) redemption when the proceeds are deposited
in a Norwest Advantage Funds account under a different account registration; and
(11) the payment of  redemption  proceeds to any address,  person or account for
which there are not established standing instructions.

You  may  obtain  signature   guarantees  at  any  of  the  following  types  of
organizations:  authorized banks, broker-dealers, national securities exchanges,
credit unions, savings associations or other eligible institutions. The specific
institution  must be  acceptable  to the  transfer  agent.  Whenever a signature
guarantee is  required,  the  signature of each person  required to sign for the
account must be guaranteed.

The Fund and the transfer  agent will use  reasonable  procedures to verify that
telephone requests are genuine,  including recording telephone  instructions and
sending written confirmations of the transactions. Such procedures are necessary
because  the  Fund  and  transfer  agent  could  be  liable  for  losses  due to
unauthorized  or  fraudulent  telephone  instructions.  You  should  verify  the
accuracy of a  telephone  instruction  as soon as you  receive the  confirmation
statement.  Telephone  redemption and exchanges may be difficult to implement in
times of drastic  economic or market  changes.  If you cannot reach the transfer
agent by telephone, you may mail or hand-deliver requests to the transfer agent.

Because of the cost of maintaining  smaller accounts,  the Fund may redeem, upon
not less  than 60 days'  written  notice,  any  account  with a NAV of less than
$1,000 immediately following any redemption.

REDEMPTION PROCEDURES

If you have  invested  directly  in the  Fund  you may  redeem  your  shares  as
described  below. If you have invested  through a financial  institution you may
redeem shares through the financial institution. If you wish to redeem shares by
telephone  or receive  redemption  proceeds by bank wire you should  contact the
transfer agent to elect those  features.  These  privileges may not be available
until several weeks after the application is received. You may not redeem shares
by telephone if you have certificates for those shares.

REDEMPTION BY MAIL.  You may redeem  shares by sending a written  request to the
transfer agent accompanied by any share  certificate you have been issued.  Sign
all requests and endorse all certificates with signatures guaranteed.

REDEMPTION BY TELEPHONE.  If you have elected telephone  redemption  privileges,
you may redeem shares by  telephoning  the transfer agent at  1-800-338-1348  or
1-612-667-8833 and providing your shareholder  account number, the exact name in
which  the  shares  are  registered  and your  Social  Security  number or other
taxpayer  identification  number.  Norwest  Advantage Funds will mail a check to
your record address or, if you have chosen wire redemption privileges,  wire the
proceeds.

REDEMPTION BY BANK WIRE. If you have elected wire redemption privileges, you may
request the Fund to transmit  redemption proceeds of more than $5,000 by federal
funds wire to a bank  account  you have  designated  in  writing.  You must have
chosen the telephone  redemption  privilege to request bank wire  redemptions by
telephone.  Redemption proceeds are transmitted by wire on the Fund business day
the transfer agent receives a redemption request in proper form.

EXCHANGES

You may exchange  Exchange Shares for B Shares of the funds of Norwest Advantage
Funds  that  offer  B  Shares.  Call  or  write  the  transfer  agent  for  more
information.

The Fund does not charge for  exchanges,  and there is currently no limit on the
number of exchanges you may make. The Fund,  however,  may limit your ability to
exchange  shares if you  exchange too often.  Exchanges  are subject to the fees
charged by, and the limitations  (including minimum investment  restrictions) of
the fund into which you are exchanging.


                                       9
<PAGE>


You may exchange  Fund shares  without  paying a CDSC.  If you redeem shares you
received in an exchange,  the CDSC will be calculated as if you never  exchanged
the shares you originally purchased.

You may only  exchange  shares into a  pre-existing  account if that  account is
identically registered. You must submit a new account application if you wish to
exchange  shares  into an  account  registered  differently  or  with  different
shareholder privileges.  You may exchange into a fund only if that fund's shares
may legally be sold in your state of residence.

The Fund and federal tax law treat an exchange as a redemption and a purchase of
shares. The Fund may amend or terminate exchange procedures on 60 days' notice.

EXCHANGES BY MAIL. You may make an exchange by sending a written  request to the
transfer  agent  accompanied  by any  share  certificates  for the  shares to be
exchanged. Sign all written requests and endorse all certificates with signature
guaranteed.

EXCHANGES BY TELEPHONE. If you have telephone exchange privileges,  you may make
a  telephone  exchange  by  calling  the  transfer  agent at  1-800-338-1348  or
1-612-667-8833  and  giving  your  account  number,  the exact name in which the
shares  are  registered  and your  Social  Security  number  or  other  taxpayer
identification number.

DISTRIBUTIONS AND TAX MATTERS

DISTRIBUTIONS

The  Fund  declares  distributions  of net  investment  income  daily  and  pays
distributions  monthly.  The Fund distributes net capital gain, if any, at least
annually.

You have 3 choices for receiving  distributions:  the Reinvestment  Option,  the
Cash Option and the Directed Dividend Option.


o    Under the Reinvestment Option, all distributions are automatically invested
     in  additional  shares of the Fund.  You are  automatically  assigned  this
     option unless you select another option.

o    Under the Cash Option, you are paid all distributions in cash.

o    Under the  Directed  Dividend  Option,  if you own  $10,000  or more of the
     Fund's shares in a single  account,  you can have the Fund's  distributions
     reinvested in shares of another fund of Norwest  Advantage  Funds.  Call or
     write the transfer agent for more information  about the Directed  Dividend
     Option.

All distributions are treated in the same manner for federal income tax purposes
whether  received in cash or reinvested in shares of a fund.  All  distributions
reinvested in a fund are  reinvested at the fund's NAV as of the payment date of
the distribution.

TAX MATTERS

The Funds are  managed so that they do not owe federal  income or excise  taxes.
The Fund's  distributions  of net  investment  income  (including net short-term
capital gain) are taxable as ordinary income.  Distributions of net capital gain
(i.e.,  the excess of net  long-term  capital gain over net  short-term  capital
loss), if any, are taxable as long-term  capital gain,  regardless of how long a
shareholder  has held  shares  in the  Fund.  The  Fund's  income  from  foreign
investments may be subject to foreign income or other taxes.


                                       10
<PAGE>


OTHER INFORMATION

FUND REORGANIZATIONS

On March 25,  1999,  the  Board  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  the November  1998 merger of Wells Fargo &
Company and Norwest Corporation. Norwest Advantage Funds presented each proposed
fund  reorganization to the fund's  shareholders for their approval at a special
shareholders' meeting that was held in August 1999.

The  shareholders  of each of the  Norwest  Advantage  Funds  approved  the fund
reorganizations  and each of the Norwest  Advantage Funds will reorganize into a
corresponding  Wells  Fargo  Funds  Trust  portfolio  as  approved by the funds'
shareholders.

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.

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.

If you have any questions you should call 1-800-394-0736.

YEAR 2000

Certain computer systems may not process  date-related  information  properly on
and after  January  1,  2000.  The  Adviser is  addressing  this  matter for its
systems. The Fund's other service providers have informed the Fund that they are
taking  similar  measures.  Investments  in foreign  companies are  particularly
vulnerable to Year 2000 risk because these  companies may not have the financial
resources,  technology,  or  personnel  needed to  address  Year 2000  readiness
concerns.  This matter,  if not corrected,  could adversely  affect the services
provided  to the Fund or the  issuers  in  which  the Fund  invests  and  could,
therefore, lower the value of your Fund shares.







                                       11
<PAGE>





Financial Highlights

The financial  highlights  table is intended to help you  understand  the Fund's
financial performance for 10 years or, if shorter, the Fund's operating history.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table represent the rate that an investor would have earned
on an investment in the Fund,  assuming  reinvestment of all distributions.  The
information  from  June 1,  1994  through  May 31,  1999  has  been  audited  by
____________________________,  independent auditors, whose report dated July 16,
1999 about the Fund, along with the Fund's financial statements, are included in
the Fund's Annual  Report,  which is available at no charge upon request.  These
financial   statements  are  incorporated  by  reference  into  the  SAI.  Other
independent auditors audited information for prior periods.

<TABLE>
<S>                                          <C>              <C>               <C>            <C>            <C>

                                                                          Net Realized

                                                                              and         Distributions     Ending
                                         Beginning Net        Net          Unrealized       from Net       Net Asset
                                          Asset Value      Investment     Gain (Loss)      Investment      Value Per
                                           Per Share         Income      on Investments       Income         Share
- -----------------------------------------------------------------------------------------------------------------------------
Ready Cash Investment Fund
Exchange Shares
Year Ended May 31, 1999                      $1.00           $0.038           --            ($0.038)         $1.00
Year Ended May 31, 1998                      $1.00           $0.050         ($0.008)        ($0.042)         $1.00
Year Ended May 31, 1997                      $1.00           $0.040           --            ($0.040)         $1.00
Year Ended May 31, 1996                      $1.00           $0.043           --            ($0.043)         $1.00
Year Ended May 31, 1995                      $1.00           $0.038           --            ($0.038)         $1.00

                                            Ratio to Average Net Assets
                                         ------------------------------------

                                             Net                                          Portfolio   Net Assets at
                                          Investment     Net        Gross       Total     Turnover    End of Period
                                            Income    Expenses   Expenses(a)    Return      Rate     (000's Omitted)
- ---------------------------------------------------------------------------------------------------------------------
Ready Cash Investment Fund
Exchange Shares
Year Ended May 31, 1999                     3.76%(b)   1.57%(b)     3.24%(b)     3.90%        105.53%          $1,205
Year Ended May 31, 1998                     4.21%(b)   1.56%(b)     5.57%(b)     4.29%        142.81%            $337
Year Ended May 31, 1997                      4.03%       1.57%       5.66%       4.09%        152.33%            $655
Year Ended May 31, 1996                      4.32%       1.57%       8.24%       4.38%        126.20%            $129
Year Ended May 31, 1995                      3.62%       1.57%       6.32%       3.69%        130.90%            $160

</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.







                                       12
<PAGE>




If you would like more information  about the Fund and its investments,  you may
want to read the following documents:

Statement  of  Additional  Information.   The  Fund's  statement  of  additional
information, or "SAI," contains detailed information about the Fund, such as its
investments,   management  and  organization.   It  is  incorporated  into  this
prospectus by reference.

Annual  and  Semi-Annual  Reports.   Additional  Information  about  the  Fund's
investments is available in its annual and semi-annual  reports to shareholders.
In the  annual  report,  the  Fund's  portfolio  manager  discusses  the  market
conditions  and investment  strategies  that  significantly  affected the Fund's
performance during its last fiscal year.


You may obtain free copies of the SAI, annual report, and semi-annual report, or
make inquiries  concerning the Fund, by contacting your broker or trust officer,
by  contacting  Norwest  Advantage  Funds,  733 Marquette  Avenue,  Minneapolis,
Minnesota 55479 or by calling 1-800-338-1348 or 1-612-667-8833.

The Fund's  reports  and SAI are  available  from the  Securities  and  Exchange
Commission in Washington,  D.C. You may obtain copies of these  documents,  upon
payment of a  duplicating  fee, by writing the Public  Reference  Section of the
SEC, Washington D.C. 20549-6009.  The scheduled hours of operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Free copies
of the  reports  and SAI are  available  from  the  SEC's  Internet  website  at
http://www.sec.com.


The SEC's Investment Company Act file number for the Fund is 811-4881.





<PAGE>

                                   PROSPECTUS
                                 October 1, 1999


                           READY CASH INVESTMENT FUND
                             Public Entities Shares









































AN  INVESTMENT IN THE FUND IS NOT A DEPOSIT OF NORWEST BANK  MINNESOTA,  N.A. OR
ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


The U.S.  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.



<PAGE>




                                                 TABLE OF CONTENTS


    1. RISK/RETURN SUMMARY......................................................
    2. FEES AND EXPENSES OF THE FUND............................................
    3. INVESTMENT OBJECTIVE, STRATEGIES AND RISK CONSIDERATIONS.................
       Investment Objective and Strategies......................................
       Risk Considerations......................................................
    4. MANAGEMENT OF THE FUND...................................................
    5. HOW TO BUY AND SELL SHARES...............................................
       Determination of Net Asset Value.........................................
       General Purchase Information.............................................
       Purchase Procedures......................................................
       General Redemption Information...........................................
       Redemption Procedures....................................................
       Exchanges................................................................
    6. DISTRIBUTIONS AND TAX MATTERS............................................
    7. OTHER INFORMATION........................................................
    8. FINANCIAL HIGHLIGHTS.....................................................









                                       ii
<PAGE>




RISK/RETURN SUMMARY

The following is a summary of certain key  information  about the Fund. You will
find additional information about the Fund after the summary.

OBJECTIVE.  The Fund's investment objective is to provide high current income to
the extent  consistent  with the  preservation of capital and the maintenance of
liquidity.

PRINCIPAL INVESTMENT  STRATEGY.  The Fund is a "money market fund" that seeks to
maintain  a stable  net asset  value of $1.00 per share.  The Fund  pursues  its
objectives by maintaining a portfolio of high-quality  money market  securities.
The Fund  primarily  invests in money  market  instruments  of U.S.  and foreign
issuers.

PRINCIPAL RISKS. The principal risks of investing in the Fund are:

     o    Interest  Rate Risk:  This is the risk that changes in interest  rates
          will affect the value of the Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest  rates  may  cause the  value of the  Fund's  investments  to
          decline.

     o    Credit  Risk:  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

Another  Important  Thing For You To Note.  Although the
Fund seeks to  preserve  the value of your  investment  at $1.00 per share it is
possible to lose money by investing in the Fund.

BAR CHART AND PERFORMANCE INFORMATION

The bar chart shows the Fund's  annual total returns and the  performance  table
shows the Fund's  average annual total  returns.  The bar chart and  performance
table provide an indication of the historical  risk of an investment in the Fund
by showing:

     o    changes in the Fund's performance from year to
         year over 10 years; and

     o    the Fund's average annual total returns for one, five and ten years.


                       [EDGAR Representation of Bar Chart]

                                   1989      8.84
                                   1990      7.78%
                                   1991      5.75%
                                   1992      3.52%
                                   1993      2.79%
                                   1994      3.49%
                                   1995      5.42%
                                   1996      4.87%
                                   1997      5.02%
                                   1998      4.96%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
2.14%.


                                       1
<PAGE>


During the periods shown in the chart,  the highest  quarterly  return was 2.29%
(for the quarter ended June 30, 1989) and the lowest  quarterly return was 0.64%
(for the quarter ended March 31, 1994).

The following table lists the Fund's average annual total returns as of December
31, 1998.

                                                 Ready Cash
Year(s)                                        Investment Fund
1  Year                                             4.96%
5  Year                                             4.75%
10 Year                                             5.23%
Since Inception (12/20/88)                          5.39%





                                       2
<PAGE>


FEES AND EXPENSES OF THE FUND

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Fund.

SHAREHOLDER TRANSACTION EXPENSES
(fees paid directly from your investment)

None


ANNUAL FUND OPERATING EXPENSES (1)
(expenses that are deducted from Fund assets)

Investment Advisory Fees                               0.33%
Other Expenses(2)                                      0.41%
Total Annual Fund Operating Expenses(3)                0.74%


(1)  Based on amounts  incurred during the Fund's fiscal year ended May 31, 1999
     stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  The Fund is subject to  voluntary  fee waivers  and expense  reimbursements
     that  reduce  the  operating  expenses  of the  Funds.  See  the  Financial
     Highlights table for information about fund expenses net of fee waivers and
     expense reimbursements.

EXAMPLES OF EXPENSES

These  examples  are  intended to help you compare the cost of  investing in the
Fund with the cost of investing in other mutual funds.  The examples assume that
you  invest  $10,000  in the Fund  for the time  periods  indicated,  that  your
investment has a 5% annual return, that the Fund's operating expenses remain the
same, and that distributions are reinvested.  Your actual costs may be higher or
lower than those shown.

You would pay the following expenses assuming that you redeem your shares at the
end of each period:

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

                              Ready Cash
                           Investment Fund
- ----------------------- -----------------------
- ----------------------- -----------------------
                        Public Entities Shares
- -----------------------
                        -----------------------
1 YEAR                            76
- ----------------------- -----------------------
3 YEARS                          237
- ----------------------- -----------------------
5 YEARS                          411
- ----------------------- -----------------------
10 YEARS                         918
- ----------------------- -----------------------

You would pay the following expenses assuming that you do NOT redeem your shares
at the end of the periods shown:

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

                              Ready Cash
                           Investment Fund
- ----------------------- -----------------------
- ----------------------- -----------------------
                        Public Entities Shares
- -----------------------
                        -----------------------
1 YEAR                            76
- ----------------------- -----------------------
3 YEARS                          237
- ----------------------- -----------------------
5 YEARS                          411
- ----------------------- -----------------------
10 YEARS                         918
- ----------------------- -----------------------




                                       3
<PAGE>


INVESTMENT OBJECTIVE, STRATEGIES
AND RISK CONSIDERATIONS

This  section of the  prospectus  provides a more  complete  description  of the
Fund's  investment  objective  and  principal  strategies  and risks.  Except as
otherwise  indicated,  the Board of Trustees of Norwest  Advantage Funds, or the
Board, may change the Fund's investment policies without  shareholder  approval.
The Fund's  investment  objective is  fundamental.  There can, of course,  be no
assurance that the Fund will achieve its investment objective.

The Fund is "gateway"  fund in a  "core/gateway"  structure.  In this  structure
"gateway"  funds  invest  some  or all of  their  assets  in one or  more  "core
portfolios"  that  have  a  substantially  identical  investment  objective  and
substantially  similar policies as the gateway fund.  Gateway funds investing in
the  same  core   portfolio,   or  Portfolio,   can  enhance  their   investment
opportunities  and reduce  their  expense  ratios  through  sharing the costs of
managing a large pool of assets.  Except when  necessary  to describe the Fund's
investment in the Portfolio, references to the Fund also include the Portfolio.

INVESTMENT OBJECTIVE AND STRATEGIES

The Fund's investment  objective is to provide high current income to the extent
consistent with the preservation of capital and the maintenance of liquidity.

The Fund's  investments are made under the  requirements of a SEC rule governing
money   market   funds.   The   Fund   invests   only  in   high-quality,   U.S.
dollar-denominated  short-term  money market  instruments that are determined by
the Adviser,  under procedures adopted by the Board, to be eligible for purchase
and to present  minimal  credit risks.  The Fund may invest in  securities  with
fixed, variable, or floating rates of interest.

High-quality  instruments include those that: (1) are rated (or, if unrated, are
issued by an issuer with comparable  outstanding  short-term debt that is rated)
in 1 of the 2 highest rating categories by 2 nationally  recognized  statistical
rating  organizations,  or NRSROs,  or, if only 1 NRSRO has issued a rating,  by
that NRSRO; or (2) are otherwise  unrated and determined by the Adviser to be of
comparable  quality.  The Fund  invests  at least  95% of its  total  assets  in
securities in the highest rating category.

The Fund invests in a broad spectrum of high-quality money market instruments of
U.S.  and foreign  issuers,  including  securities  issued or  guaranteed  as to
principal   and   interest  by  the  U.S.   Government,   its  agencies  or  its
instrumentalities,  municipal securities and corporate debt securities. The Fund
seeks to maintain a rating within the 2 highest short-term  categories  assigned
by at least 1 NRSRO.

The Fund may invest in  obligations  of financial  institutions.  These  include
negotiable  certificates of deposit,  bank notes,  bankers' acceptances and time
deposits of U.S.  banks  (including  savings  banks and  savings  associations),
foreign branches of U.S. banks, foreign banks and their non-U.S.  branches, U.S.
branches  and  agencies  of  foreign  banks  and  wholly-owned   banking-related
subsidiaries of foreign banks. The Fund limits its investments in obligations of
financial institutions to institutions that at the time of investment have total
assets in excess of $1 billion, or the equivalent in other currencies.

The  Fund  normally  will  invest  more  than  25% of its  total  assets  in the
obligations  of  domestic  and foreign  financial  institutions,  their  holding
companies and their  subsidiaries.  The Fund may not invest more than 25% of its
total assets in any other single industry.

RISK CONSIDERATIONS

The Fund's  principal risks are interest rate risk and credit risk.  Because the
Fund invests in short-term  securities,  a decline in interest rates will affect
the Fund's yields as these securities  mature or are sold and the Fund purchases
new short-term securities with lower yields.  Generally, an increase in interest
rates causes the value of a debt instrument to decrease. The change in value for
short-term  securities  is  usually  smaller  than for  securities  with  longer
maturities.  Because the Fund invests in securities  with short  maturities  and
seeks to maintain a stable net asset value of $1.00 per share,  it is  possible,
though  unlikely,  that an increase in interest  rates would change the value of
your investment.


                                       4
<PAGE>


Credit  risk  is the  possibility  that  a  security's  credit  rating  will  be
downgraded or that the issuer of a security will default (fail to make scheduled
interest and principal payments). The Fund invests in highly-rated securities to
minimize credit risk.

The  Fund's  foreign  investments  may  be  subject  to  foreign  risk.  Foreign
securities  issuers  usually are not subject to the same degree of regulation as
U.S. issuers. Reporting,  accounting and auditing standards of foreign countries
differ, in some cases, significantly from U.S. standards.  Foreign risk includes
nationalization,  expropriation or confiscatory  taxation,  political changes or
diplomatic developments that could adversely affect the Fund's investments.

MANAGEMENT OF THE FUND

INVESTMENT ADVISORY SERVICES

NORWEST INVESTMENT MANAGEMENT, INC. is the investment adviser for the Portfolio.
In this capacity,  Norwest makes  investment  decisions for and  administers the
Portfolio's  investment  programs.  Norwest receives an investment  advisory fee
from the Portfolio.  Norwest  Investment  Management,  Inc.'s address is Norwest
Center, Sixth Street and Marquette, Minneapolis, MN 55479.

PORTFOLIO MANAGERS: David D. Sylvester,  Laurie R. White and Robert G. Leuty are
primarily  responsible for the day-to-day  management of the Fund's investments.
They became portfolio managers for the Portfolio in 1998. Mr. Sylvester has been
associated with Norwest and Norwest Bank since 1979, and currently is a Managing
Director-Reserve  Asset  Management.  Ms.  White  is  a  Director-Reserve  Asset
Management and has been  associated with Norwest or Norwest Bank since 1991. Mr.
Leuty has been  associated  with  Norwest or Norwest  Bank since 1992,  has been
associated in various investment  management  capacities since 1993 and has been
in his present capacity of Senior Portfolio Manager since 1998.

ADVISORY FEE: The Adviser receives 0.40% annually of the Portfolio's  first $300
million of average daily net assets; 0.36% annually for the next $400 million of
average daily net assets; and 0.32% annually for the remaining average daily net
assets.

DORMANT INVESTMENT ADVISORY
ARRANGEMENTS

Norwest has been  retained as a "dormant"  or  "back-up"  investment  adviser to
manage any assets redeemed and invested  directly by the Fund.  Norwest does not
receive any  compensation  under this  arrangement  as long as the Fund  invests
entirely in a Portfolio or  Portfolios.  If the Fund redeems its assets from the
Portfolio and invests them directly, Norwest receives an investment advisory fee
from the Fund for the management of those assets.

OTHER FUND SERVICES

The FORUM FINANCIAL GROUP of companies provide  managerial,  administrative  and
underwriting  services  to the Fund.  NORWEST  BANK acts as the Fund's  transfer
agent, distribution disbursing agent and custodian.

PURCHASES AND REDEMPTIONS OF SHARES

DETERMINATION OF NET ASSET VALUE

The Fund  determines  its net asset value or NAV at 3:00p.m.,  Eastern  Time, on
each Fund business day, which is any day the New York Stock Exchange is open, by
dividing  the value of its net assets  (i.e.,  the value of its  securities  and
other assets less its  liabilities)  by the number of shares  outstanding at the
time the determination is made.

In order to  maintain  NAV per share at $1.00,  the Fund  values  its  portfolio
securities at amortized  cost.  Amortized  cost  valuation  involves  valuing an
instrument at its cost and then assuming a constant  amortization to maturity of
any discount or premium.

You may purchase or redeem shares at a price equal to their NAV next  determined
after  receipt of your purchase  order or  redemption  request in proper form on
Fund business days.


                                       5
<PAGE>


GENERAL PURCHASE INFORMATION

You may purchase shares directly or through a financial institution.  The Fund's
transfer agent processes all transactions in Fund shares.

You may purchase and redeem Fund shares  without a sales or  redemption  charge.
Public Entities Shares require a minimum initial investment of $100,000 and have
no minimum for subsequent  investments.  Your shares become  eligible to receive
distributions on the day that your purchase order is received in proper form.

The Fund  reserves  the right to reject any  subscription  for the  purchase  of
shares,  including  subscriptions  by  market  timers.  You will  receive  share
certificates  for  your  shares  only  if  you  request  them  in  writing.   No
certificates are issued for fractional shares.

Your order will not be complete  until the Fund receives  immediately  available
funds.  The Fund must receive  purchase and  redemption  orders before the times
indicated below. Times indicated are Eastern Time.

    order must be        payment must be
     received by           received by

      3:00 p.m.             4:00 p.m.

The Fund  may  advance  the time by which  purchase  or  redemption  orders  and
payments  must be  received  on  days  that  the  New  York  Stock  Exchange  or
Minneapolis Federal Reserve Bank closes early, the Public Securities Association
recommends  that  the  government   securities  markets  close  early  or  other
circumstances affect the Fund's trading hours.

PURCHASE PROCEDURES

PURCHASING SHARES DIRECTLY

You may obtain an account  application by writing Norwest Advantage Funds at the
following address:

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

When you sign an application  for a new Fund account,  you are  certifying  that
your Social Security number or other taxpayer  identification  number is correct
and that you are not  subject  to backup  withholding.  If you  violate  certain
federal income tax provisions, the Internal Revenue Service can require the Fund
to withhold 31% of your distributions and redemptions.

You must pay for your shares in U.S.  dollars by check or money order drawn on a
U.S.  bank,  by bank or  federal  funds  wire  transfer  or by  electronic  bank
transfer. Cash cannot be accepted.

Call or write  the  transfer  agent if you wish to  participate  in  shareholder
services not offered on the account  application  or change  information on your
account (such as addresses).  Norwest  Advantage Funds may in the future modify,
limit or terminate any  shareholder  privilege upon  appropriate  notice and may
charge  a fee for  certain  shareholder  services,  although  no such  fees  are
currently contemplated.  You may terminate your participation in any shareholder
program by writing to Norwest Advantage Funds.

Purchases  by Mail.  You may send a check or money  order along with a completed
account  application  to Norwest  Advantage  Funds at the address  listed above.
Checks  and money  orders are  accepted  at full  value  subject to  collection.
Payment  by a check  drawn on any  member  of the  Federal  Reserve  System  can
normally be converted into federal funds within 2 business days after receipt of


                                       6
<PAGE>


the check.  Checks drawn on some non-member banks may take longer. If your check
does not clear,  the purchase  order will be canceled and you will be liable for
any losses or fees incurred by Norwest  Advantage  Funds,  the transfer agent or
the Fund's distributor.

To purchase  shares for  individual or Uniform Gift to Minors Act accounts,  you
must write a check or purchase a money order payable to Norwest  Advantage Funds
or endorse a check made out to you to Norwest  Advantage Funds. For corporation,
partnership,  trust, 401(k) plan or other non-individual type accounts, make the
check used to  purchase  shares  payable to Norwest  Advantage  Funds.  No other
methods of payment by check will be accepted for these types of accounts.

PURCHASES BY BANK WIRE. You must first telephone  the Fund's  transfer  agent at
1-612-667-8833  or  1-800-338-1348  to obtain an account number before making an
initial  investment  by bank wire.  Then  instruct  your bank to wire your money
immediately to:

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)

Complete  and mail the account  application  promptly.  Your bank may charge for
transmitting the money by wire. The Fund does not charge for the receipt of wire
transfers.  The Fund treats payment by bank wire as a federal funds payment when
received.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may purchase and redeem shares  through  certain  broker-dealers,  banks and
other  financial  institutions.  When you purchase the Fund's  shares  through a
financial institution, the shares may be held in your name or in the name of the
financial institution.  Subject to your institution's  procedures,  you may have
Fund shares held in the name of your financial institution transferred into your
name.  If your shares are held in the name of your  financial  institution,  you
must contact the financial  institution on matters  involving your shares.  Your
financial  institution  may charge you for  purchasing,  redeeming or exchanging
shares.

SUBSEQUENT PURCHASES OF SHARES

You can make subsequent  purchases by mailing a check, by sending a bank wire or
through a financial  institution as indicated above. All payments should clearly
indicate your name and account number.

GENERAL REDEMPTION INFORMATION

You may redeem Fund shares at their NAV on any Fund  business  day.  There is no
minimum period of investment and no restriction on the frequency of redemptions.

Fund  shares  are  redeemed  as of the  next  determination  of the  Fund's  NAV
following  receipt by the transfer agent of the redemption  order in proper form
(and any supporting documentation that the transfer agent may require). Redeemed
shares  are not  entitled  to  receive  distributions  on the day on  which  the
redemption is effective.

Redemption orders are accepted up to the times indicated above for acceptance of
purchase orders.  As described above, the Fund may advance the times for receipt
of redemption orders.



                                       7
<PAGE>


Normally,  redemption  proceeds  are paid  immediately  following  receipt  of a
redemption  order in proper form. In any event,  you will be paid within 7 days,
unless (1) your bank has not cleared the check to purchase the shares (which may
take up to 15 days),  (2) the New York Stock  Exchange  is closed (or trading is
restricted)  for any reason other than normal weekend or holiday  closings,  (3)
there is an  emergency  in which  it is not  practical  for the Fund to sell its
portfolio  securities  or for the Fund to determine its NAV or (4) the SEC deems
it inappropriate for redemption  proceeds to be paid. You can avoid the delay of
waiting  for your  bank to clear  your  check by  paying  for  shares  with wire
transfers. Unless otherwise indicated,  redemption proceeds normally are paid by
check mailed to your record address.

To protect  against  fraud,  the  following  must be in writing with a signature
guarantee:  (1)  endorsement on a share  certificate;  (2) instruction to change
your  record  name;  (3)  modification  of a  designated  bank  account for wire
redemptions; (4) instruction regarding an Automatic Investment Plan or Automatic
Withdrawal  Plan;  (5)  distribution   elections;   (6)  election  of  telephone
redemption  privileges;   (7)  election  of  exchange  or  other  privileges  in
connection  with your account;  (8) written  instruction  to redeem shares whose
value exceeds $50,000; (9) redemption in an account when the account address has
changed within the last 30 days; (10) redemption when the proceeds are deposited
in a Norwest Advantage Funds account under a different account registration; and
(11) the payment of  redemption  proceeds to any address,  person or account for
which there are not established standing instructions.

You  may  obtain  signature   guarantees  at  any  of  the  following  types  of
organizations:  authorized banks, broker-dealers, national securities exchanges,
credit unions, savings associations or other eligible institutions. The specific
institution  must be  acceptable  to the  transfer  agent.  Whenever a signature
guarantee is  required,  the  signature of each person  required to sign for the
account must be guaranteed.

The Fund and the transfer  agent will use  reasonable  procedures to verify that
telephone requests are genuine,  including recording telephone  instructions and
sending written confirmations of the transactions. Such procedures are necessary
because  the  Fund  and  transfer  agent  could  be  liable  for  losses  due to
unauthorized  or  fraudulent  telephone  instructions.  You  should  verify  the
accuracy of a  telephone  instruction  as soon as you  receive the  confirmation
statement.  Telephone  redemption and exchanges may be difficult to implement in
times of drastic  economic or market  changes.  If you cannot reach the transfer
agent by telephone, you may mail or hand-deliver requests to the transfer agent.

Because of the cost of maintaining  smaller accounts,  the Fund may redeem, upon
not less  than 60 days'  written  notice,  any  account  with a NAV of less than
$100,000 immediately following any redemption.

REDEMPTION PROCEDURES

If you have  invested  directly  in the  Fund  you may  redeem  your  shares  as
described  below. If you have invested  through a financial  institution you may
redeem shares through the financial institution. If you wish to redeem shares by
telephone or receive  redemption  proceeds by bank wire you should  complete the
appropriate  sections of the account  application.  These  privileges may not be
available  until several weeks after the  application  is received.  You may not
redeem shares by telephone if you have certificates for those shares.

REDEMPTION BY MAIL.  You may redeem  shares by sending a written  request to the
transfer agent accompanied by any share  certificate you have been issued.  Sign
all requests and endorse all certificates with signatures guaranteed.

REDEMPTION BY TELEPHONE.  If you have elected telephone  redemption  privileges,
you may redeem shares by  telephoning  the transfer agent at  1-800-338-1348  or
1-612-667-8833 and providing your shareholder  account number, the exact name in
which  the  shares  are  registered  and your  Social  Security  number or other
taxpayer  identification  number.  Norwest  Advantage Funds will mail a check to
your record address or, if you have chosen wire redemption privileges,  wire the
proceeds.

REDEMPTION BY BANK WIRE. If you have elected wire redemption privileges, you may
request the Fund to transmit  redemption proceeds of more than $5,000 by federal
funds wire to a bank  account  you have  designated  in  writing.  You must have
chosen the  telephone  redemption  privilege  to  request  bank  redemptions  by
telephone.  Redemption proceeds are transmitted by wire on the Fund business day
the transfer agent receives a redemption request in proper form.

EXCHANGES

You may  exchange  Public  Entities  Shares for shares of other funds of Norwest
Advantage Funds. Call or write the transfer agent for more information.


                                       8
<PAGE>


The Fund does not charge for  exchanges,  and there is currently no limit on the
number of exchanges you may make. The Fund,  however,  may limit your ability to
exchange  shares if you  exchange too often.  Exchanges  are subject to the fees
charged by, and the limitations  (including minimum investment  restrictions) of
the fund into which you are exchanging.

You may only  exchange  shares into a  pre-existing  account if that  account is
identically registered. You must submit a new account application if you wish to
exchange  shares  into an  account  registered  differently  or  with  different
shareholder privileges.  You may exchange into a fund only if that fund's shares
may legally be sold in your state of residence.

The Fund and federal tax law treat an exchange as a redemption and a purchase of
shares. The Fund may amend or terminate exchange procedures on 60 days' notice.

EXCHANGES BY MAIL. You may make an exchange by sending a written  request to the
transfer  agent  accompanied  by any  share  certificates  for the  shares to be
exchanged. Sign all written requests and endorse all certificates with signature
guaranteed.

EXCHANGES BY TELEPHONE. If you have telephone exchange privileges,  you may make
a  telephone  exchange  by  calling  the  transfer  agent at  1-800-338-1348  or
1-612-667-8833  and  giving  your  account  number,  the exact name in which the
shares  are  registered  and your  Social  Security  number  or  other  taxpayer
identification number.

Distributions And Tax Matters

DISTRIBUTIONS

The  Fund  declares  distributions  of net  investment  income  daily  and  pays
distributions  monthly.  The Fund distributes net capital gain, if any, at least
annually.

You have 3 choices for receiving  distributions:  the Reinvestment  Option,  the
Cash Option and the Directed Dividend Option.

o    Under the Reinvestment Option, all distributions are automatically invested
     in  additional  shares of the Fund.  You are  automatically  assigned  this
     option unless you select another option.

o    Under the Cash Option, you are paid all distributions in cash.

o    Under the  Directed  Dividend  Option,  if you own  $10,000  or more of the
     Fund's shares in a single  account,  you can have the Fund's  distributions
     reinvested in shares of another fund of Norwest  Advantage  Funds.  Call or
     write the transfer agent for more information  about the Directed  Dividend
     Option.

All distributions are treated in the same manner for federal income tax purposes
whether  received in cash or reinvested in shares of a fund.  All  distributions
reinvested in a fund are  reinvested at the fund's NAV as of the payment date of
the distribution.

TAX MATTERS

The Funds are  managed so that they do not owe Federal  income or excise  taxes.
The Fund's  distributions  of net  investment  income  (including net short-term
capital gain) are taxable as ordinary income.  Distributions of net capital gain
(i.e.,  the excess of net  long-term  capital gain over net  short-term  capital
loss), if any, are taxable as long-term  capital gain,  regardless of how long a
shareholder  has held  shares  in the  Fund.  The  Fund's  income  from  foreign
investments may be subject to foreign income or other taxes.


                                       9
<PAGE>


OTHER INFORMATION

FUND REORGANIZATIONS

On March 25,  1999,  the  Board  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  the November  1998 merger of Wells Fargo &
Company and Norwest Corporation. Norwest Advantage Funds presented each proposed
fund  reorganization to the fund's  shareholders for their approval at a special
shareholders' meeting that was held in August 1999.

The  shareholders  of each of the  Norwest  Advantage  Funds  approved  the fund
reorganizations  and each of the Norwest  Advantage Funds will reorganize into a
corresponding  Wells  Fargo  Funds  Trust  portfolio  as  approved by the funds'
shareholders.

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.

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.

If you have any questions you should call 1-800-394-0736.

DOWNGRADED SECURITIES

The Fund may retain a security  whose  rating has been lowered (or a security of
comparable quality to a security whose rating has been lowered) below the Fund's
lowest  permissible  rating  category  if the  Fund's  Adviser  determines  that
retaining the security is in the best interests of the Fund.

YEAR 2000

Certain computer systems may not process  date-related  information  properly on
and after  January  1,  2000.  The  Adviser is  addressing  this  matter for its
systems. The Fund's other service providers have informed the Fund that they are
taking  similar  measures.  Investments  in foreign  companies are  particularly
vulnerable to Year 2000 risk because these  companies may not have the financial
resources,  technology,  or  personnel  needed to  address  Year 2000  readiness
concerns.  This matter,  if not corrected,  could adversely  affect the services
provided  to the Fund or the  issuers  in  which  the Fund  invests  and  could,
therefore, lower the value of your Fund shares.





                                       10
<PAGE>



FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you understand  each Fund's
financial performance for 10 years or, if shorter, the Fund's operating history.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table represent the rate that an investor would have earned
on an investment in a Fund,  assuming  reinvestment  of all  distributions.  The
information  from  June 1,  1994  through  May 31,  1999  has  been  audited  by
_____________________,  independent  auditors,  whose report dated July 16, 1999
about a Fund,  along with the Fund's financial  statements,  are included in the
Fund's  Annual  Report,  which is  available  at no charge upon  request.  These
financial   statements  are  incorporated  by  reference  into  the  SAI.  Other
independent auditors audited information for prior periods.


                                                                 Period Ended
Ready Cash Investment Fund                                      May 31, 1999(a)
Public Entities Shares
Net Asset Value, Beginning of Period                                $1.00
Investment Operations
  Net Investment Income (Loss)                                       0.035
  Net Realized and Unrealized Gain (Loss) on Investments             -
Total from Investment Operations                                    (0.035)
Distributions From:
  Net Investment Income                                             (0.60)
                                                                ----------------
Net Asset Value, End of Period                                      $1.00
Total Return                                                         3.59%
Supplementary Data:
  Net Assets at End of Period (000's omitted)                       $68,771
Ratios to Average Net Assets(b)(c):
  Net Investment Income (Loss)                                       4.69%
  Net Expenses                                                       0.54%
  (Expenses excluding reimbursement/waiver of fees)                  0.74%
- --------------------------------------------------------------- ----------------

(a)  The class commenced operations on September 1, 1998.
(b)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(c)  Annualized.





                                       11
<PAGE>




If you would like more information  about the Fund and its investments,  you may
want to read the following documents:

Statement  of  Additional  Information.   The  Fund's  statement  of  additional
information, or "SAI," contains detailed information about the Fund, such as its
investments,   management  and  organization.   It  is  incorporated  into  this
prospectus by reference.

Annual  and  Semi-Annual  Reports.   Additional  Information  about  the  Fund's
investments is available in its annual and semi-annual  reports to shareholders.
In the  annual  report,  the  Fund's  portfolio  manager  discusses  the  market
conditions  and investment  strategies  that  significantly  affected the Fund's
performance during its last fiscal year.

You may obtain free copies of the SAI, annual report, and semi-annual report, or
make inquiries  concerning the Fund, by contacting your broker or trust officer,
by  contacting  Norwest  Advantage  Funds,  733 Marquette  Avenue,  Minneapolis,
Minnesota 55479 or by calling 1-800-338-1348 or 1-612-667-8833.

The Fund's  reports  and SAI are  available  from the  Securities  and  Exchange
Commission in Washington,  D.C. You may obtain copies of these  documents,  upon
payment of a  duplicating  fee, by writing the Public  Reference  Section of the
SEC, Washington D.C. 20549-6009.  The scheduled hours of operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Free copies
of the  reports  and SAI are  available  from  the  SEC's  Internet  website  at
http://www.sec.com.

The SEC's Investment Company Act file number for the Fund is 811-4881.


                                       12
<PAGE>


                              P R O S P E C T U S




                                 October 1, 1999


                               STABLE INCOME FUND
                       INTERMEDIATE GOVERNMENT INCOME FUND
                                   INCOME FUND
                             TOTAL RETURN BOND FUND























AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF NORWEST BANK MINNESOTA,  N.A. OR ANY
OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT,  THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.



The U.S.  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.




<PAGE>



Table of Contents

1.            RISK/RETURN SUMMARY.............................................
2.            FEES AND EXPENSES OF THE FUNDS..................................
3.            GLOSSARY.........................................................
4.            INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS.......
              Stable Income Fund...............................................
              Intermediate Government Income Fund..............................
              Income Fund......................................................
              Total Return Bond Fund...........................................
5.            OTHER CONSIDERATIONS.............................................
6.            MANAGEMENT OF THE FUNDS.........................................
7.            CHOOSING A SHARE CLASS..........................................
8.            HOW TO BUY AND SELL SHARES......................................
              Determination of Net Asset Value
              General Purchase Information.....................................
              Purchasing Shares Directly.......................................
              Purchases Through Financial Institutions.........................
              General Redemption Information...................................
              Redemption Procedures............................................
              Exchanges........................................................
9.            DISTRIBUTIONS AND TAX MATTERS...................................
10.           OTHER INFORMATION...............................................
11.           FINANCIAL HIGHLIGHTS.............................................





                                       ii

<PAGE>


RISK/RETURN SUMMARY

The following is a summary of certain key information  about the Funds. You will
find additional information about the Funds after this summary.

In this  summary,  we will  identify  certain kind of risks that apply to one or
more of the Funds. These risks are:

     o    Interest  Rate Risk.  This is the risk that changes in interest  rates
          will  affect  the value of a Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest rates may cause the value of a Fund's investments to decline.

     o    Credit  Risk.  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

     o    Management Risk. This is the risk that a Fund's manager will make poor
          choices  in  selected  securities.  All  actively  managed  Funds have
          management risk.

The  Risk/Return  Summary  includes a bar chart for each Fund showing its annual
returns and a table showing its average annual returns.  The bar chart and table
provide an  indication of the  historical  risk of an investment in each Fund by
showing:

     o    changes in the Fund's  performance from year to year over 10 years or,
          if less, the life of a Fund; and

     o    how the Fund's average annual returns for one, five and 10 years,  or,
          if  less,  the life of the  Fund,  compare  to those of a  broad-based
          securities market index.

Another  important  thing for you to note:  You may lose money by investing in a
Fund.


                                       3
<PAGE>


STABLE INCOME FUND

OBJECTIVE.  The  investment  objective  of the  Fund is to  maintain  safety  of
principal while providing low volatility total return.

PRINCIPAL INVESTMENT STRATEGY.  The Fund invests in a diversified  portfolio of,
primarily, short-term investment grade securities. The Fund invests in fixed and
variable rate U.S.  dollar-denominated  debt  securities of a broad  spectrum of
U.S. and foreign  issuers,  including  U.S.  Government  securities.  The Fund's
investments may include mortgage-related and asset-backed  securities.  The Fund
seeks to maintain average dollar-weighted maturity of between 2 and 5 years.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk  and  credit  risk.  The  Fund's   investments  in   mortgage-related   and
asset-backed  securities have prepayment  risk,  which is the risk that mortgage
loans or other obligations will be prepaid when interest rates decline,  forcing
the Fund to reinvest in securities with lower interest rates. For this and other
reasons,  mortgage-related  and asset-backed  securities may have  significantly
greater price and yield volatility than traditional debt securities.

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical  risk of an  investment  in the Fund.  The annual  returns in the bar
chart are for the Fund's  Class A shares and do not reflect  sales  charges.  If
sales loads were reflected, the returns would be less than those shown.

                       [EDGAR Representation of Bar Chart]

                                   1995      7.93%
                                   1996      5.46%
                                   1997      6.46%
                                   1998      5.87%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
1.46%.

During the periods shown in the chart,  the highest  quarterly  return was 2.24%
(for the quarter ended June 30, 1995) and the lowest  quarterly return was 0.89%
(for the quarter ended December 31, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Merrill Lynch 1-Year U.S. Treasury Bill Index.


<TABLE>
<S>                       <C>                         <C>                      <C>

                         Stable                      Stable                  Merrill Lynch
                       Income Fund                Income Fund          1-Year U.S. Treasury Bill
Year(s)                 A Shares                    B Shares                     Index
1  Year                   4.28%                      3.48%                       5.89%
Since Inception           5.99%(1)                   5.55%(1)                    5.93%(2)

</TABLE>

(1)      For the period 11/9/94 - 12/31/98.
(2)      For the period 10/31/94 - 12/31/98.


                                       4
<PAGE>


The Merrill Lynch 1-Year U.S. Treasury Bill Index is _________________.

May 2, 1996 was the inception date of Class A Shares of the Fund.  Returns prior
to that date are for  Class I Shares.  May 17,  1996 was the  inception  date of
Class B Shares of the Fund.  Returns  prior to that date are for Class I Shares,
adjusted for Class B Share expenses.

INTERMEDIATE GOVERNMENT INCOME FUND

OBJECTIVE.  The investment objective of the Fund is to provide income and safety
of principal by investing primarily in U.S.
Government securities.

PRINCIPAL  INVESTMENT  STRATEGY.  The Fund normally  invests at least 65% of its
total  assets in fixed and  variable  rate U.S.  Government  securities  and may
invest  up to 35% of its  total  assets  in debt  securities  that  are not U.S.
Government  obligations.  The Fund's  investments  include  mortgage-backed  and
asset-backed securities.  In selecting investments,  the Fund emphasizes the use
of  intermediate  maturity  securities  to  lessen  interest  rate risk and uses
mortgage-backed  securities to enhance yield. The Fund seeks to maintain average
dollar-weighted maturity of between 3 to 10 years.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk and credit risk. The Fund's investments in mortgage-backed and asset-backed
securities have prepayment  risk, which is the risk that mortgage loans or other
obligations  will be prepaid when interest  rates  decline,  forcing the Fund to
reinvest in securities  with lower interest  rates.  For this and other reasons,
mortgage-related  and  asset-backed  securities may have  significantly  greater
price and yield volatility than traditional debt securities.

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical  risk of an  investment  in the Fund.  The annual  returns in the bar
chart are for the Fund's  Class A shares and do not reflect  sales  charges.  If
sales loads were reflected, the returns would be less than those shown.


                       [EDGAR Representation of Bar Chart]

                                   1989      9.72%
                                   1990      8.78%
                                   1991     14.00%
                                   1992      6.00%
                                   1993     13.75%
                                   1994     -6.16%
                                   1995     13.75%
                                   1996      3.13%
                                   1997      8.72%
                                   1998     10.06%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
- -2.71%.

During the periods shown in the chart,  the highest  quarterly  return was 5.91%
(for the quarter ended September 30, 1998) and the lowest  quarterly  return was
- -3.73% (for the quarter ended June 30, 1994).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Lehman Intermediate Government Index.


                                       5
<PAGE>



<TABLE>
<S>                         <C>                       <C>                         <C>

                 Intermediate Government    Intermediate Government              Lehman
                       Income Fund                Income Fund           Intermediate Government
                         A Shares                    B Shares                     Index
Year(s)
1  Year                   4.72%                      3.73%                       8.47%
5  Year                   4.62%                      4.47%                       7.15%
10 Year                   7.01%                      6.70%                       8.69%
Since Inception           7.61%(1)                   5.55%(1)                    7.81%(2)


</TABLE>

(1)      For the period 12/31/82 - 12/31/98.
(2)      For the period 04/30/86 - 12/31/98.

The Lehman Intermediate Government Index is _______________________.

May 2, 1996 was the inception date of Class A Shares of the Fund.  Returns prior
to that date are for Class I Shares.  Performance  shown for Class A Shares  for
the period prior to November 11, 1994 reflects  performance of the shares of the
predecessor  collective  investment  fund (see note + below) adjusted to reflect
the Fund's 1994  estimate of its expense  ratio for the first year of operations
as a mutual fund,  including any applicable sales load (without giving effect to
any fee waivers or expense reimbursements).

May 17, 1996 was the inception date of Class B Shares of the Fund. Returns prior
to that  date are for  Class I  Shares,  adjusted  for  Class B Share  expenses.
Performance  shown for Class B Shares for the period  prior to November 11, 1994
reflects performance of the shares of the predecessor collective investment fund
(see note + below)  adjusted to reflect Class B Share expenses  (before  waivers
and reimbursements).

+ Prior to November 11, 1994, Norwest Investment Management managed a collective
investment  fund with  investment  objectives  and  policies  that were,  in all
material respects,  equivalent to the Fund. The performance of the Fund includes
the  performance of the predecessor  collective  investment fund for the periods
before it became a mutual fund on November 11, 1994. The  collective  investment
fund was not  registered  under the 1940 Act nor  subject to certain  investment
limitations,  diversification requirements and other restrictions imposed by the
1940 Act and the Internal Revenue Code, which, if applicable, may have adversely
affected the performance results.



                                       6
<PAGE>



INCOME FUND

OBJECTIVE.  The  investment  objective  of the Fund is to provide  total  return
consistent with current income.

PRINCIPAL  INVESTMENT STRATEGY.  The Fund invests in a diversified  portfolio of
fixed and variable rate debt securities  issued by domestic and foreign issuers.
The Fund's investments  include corporate,  mortgage-backed,  asset-backed,  and
U.S. Government debt securities primarily of investment grade quality or better.
In selecting  investments,  the Fund applies fundamental  economic,  credit, and
market analysis to increase portfolio performance. The Fund seeks to maintain an
average dollar-weighted portfolio maturity between 3 and 15 years.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk and credit risk. The Fund's  investments in foreign securities have foreign
risk. This is the risk of investments  located in foreign  countries,  which may
have  greater  price  volatility  and less  liquidity.  Investments  in  foreign
securities  also are subject to political,  regulatory,  and  diplomatic  risks.
Foreign risk includes  currency risk, which may occur due to fluctuations in the
exchange rates between the U.S. dollar and foreign  currencies.  This risk could
negatively affect the value of a Fund's  investments.  The Fund's investments in
mortgage-backed  and asset-backed  securities have prepayment risk, which is the
risk that  mortgage  loans or other  obligations  will be prepaid when  interest
rates  decline,  forcing the Fund to reinvest in securities  with lower interest
rates. For this and other reasons,  mortgage-related and asset-backed securities
may have significantly  greater price and yield volatility than traditional debt
securities.

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical  risk of an  investment  in the Fund.  The annual  returns in the bar
chart are for the Fund's  Class A shares and do not reflect  sales  charges.  If
sales loads were reflected, the returns would be less than those shown.


                       [EDGAR Representation of Bar Chart]

                                   1989      9.73%
                                   1990      9.20%
                                   1991     18.87%
                                   1992      7.96%
                                   1993      8.90%
                                   1994     -7.00%
                                   1995     17.34%
                                   1996      1.91%
                                   1997     10.26%
                                   1998      8.98%


             The  calendar  year-to-date  total  return as of June 30,  1999 was
- -3.52%.

During the periods shown in the chart,  the highest  quarterly  return was 6.21%
(for the quarter ended September 30, 1991) and the lowest  quarterly  return was
- -3.39% (for the quarter ended June 30, 1994).



                                       7
<PAGE>



The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Lehman Intermediate Government/Corporate Index.

                                                            Lehman Intermediate
                   Income Fund         Income Fund          Government/Corporate
Year(s)             A Shares             B Shares                 Index
1  Year               4.07%               3.28%                   8.42%
5  Year               5.00%               4.88%                   6.59%
10 Year               7.89%               7.57%                   8.51%
Since Inception       7.77%(1)            7.39%(1)                7.95%(2)

(1)      For the period 1/9/87 - 12/31/98.
(2)      For the period 5/31/87 - 12/31/98.


The Lehman Intermediate Government/Corporate Index is __________________________

August 5,  1993 was the  inception  date of Class B Shares of the Fund.  Returns
prior to that date are for Class A Shares, adjusted for Class B Share expenses.

TOTAL RETURN BOND FUND

OBJECTIVE.  The investment objective of the Fund is to seek total return.

PRINCIPAL  INVESTMENT  STRATEGY.  The  Fund  invests  in a broad  range of fixed
fixed-income  securities  to create a  strategically  diversified  portfolio  of
fixed-income   investments.    The   Fund's   investments   include   corporate,
mortgage-backed,  asset-backed,  and U.S. Government debt securities,  preferred
stock, convertible bonds, and foreign bonds. In selecting investments,  the Fund
focuses on relative  value as opposed to  predicting  the  direction of interest
rates.  The Fund uses  fundamental  economic,  credit,  and market  analysis  to
identify the best relative economic value. The Fund seeks to maintain an average
dollar-weighted portfolio maturity between 5 and 15 years.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk and credit risk. The Fund's  investments in foreign securities have foreign
risk. This is the risk of investments  located in foreign  countries,  which may
have  greater  price  volatility  and less  liquidity.  Investments  in  foreign
securities  also are subject to political,  regulatory,  and  diplomatic  risks.
Foreign risk includes  currency risk, which may occur due to fluctuations in the
exchange rates between the U.S. dollar and foreign  currencies.  This risk could
negatively affect the value of a Fund's  investments.  The Fund's investments in
mortgage-backed  and asset-backed  securities have prepayment risk, which is the
risk that  mortgage  loans or other  obligations  will be prepaid when  interest
rates  decline,  forcing the Fund to reinvest in securities  with lower interest
rates. For this and other reasons,  mortgage-related and asset-backed securities
may have significantly  greater price and yield volatility than traditional debt
securities.

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical  risk of an  investment  in the Fund.  The annual  returns in the bar
chart are for the Fund's  Class A shares and do not reflect  sales  charges.  If
sales loads were reflected, the returns would be less than those shown.


                                       8
<PAGE>



                       [EDGAR Representation of Bar Chart]

                                   1994     -0.67%
                                   1995     13.78%
                                   1996      2.78%
                                   1997      8.91%
                                   1998      9.30%



             The  calendar  year-to-date  total  return as of June 30,  1999 was
- -1.73%.

During the periods shown in the chart,  the highest  quarterly  return was 4.65%
(for the quarter ended June 30, 1995) and the lowest quarterly return was -1.41%
(for the quarter ended March 31, 1994).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Lehman Intermediate Government/Corporate Index.


                Total Return         Total Return        Lehman Intermediate
                  Bond Fund            Bond Fund      Government/Corporate Index
Year(s)           A Shares             B Shares
1  Year             2.29%                 1.27%                  8.42%
5  Year             5.29%                 5.20%                  6.59%
Since Inception     5.29%(1)              5.20%(1)               5.94%(2)

(1)      For the period 12/31/93 - 12/31/98.
(2)      For the period 11/30/93 - 12/31/98.

The Lehman Intermediate Government/Corporate Index is ________________________.





                                       9
<PAGE>




FEES AND EXPENSES OF THE FUNDS

This  table  describes  the fees and  expenses  that you pay if you buy and hold
shares of the Funds.

                                Shareholder Fees
                    (fees paid directly from your investment)

<TABLE>
          <S>                                                         <C>                           <C>

                                                                                                Intermediate
                                                                                            Government Income Fund,
                                                                    Stable                      Income Fund and
                                                                  Income Fund               Total Return Bond Fund
                                                           A Shares        B Shares        A Shares        B Shares
                                                          ------------ -- ------------    ------------ -- ------------
     Maximum Sales Charge (Load) Imposed on
     Purchases (as a percentage of offering price)           1.5%            Zero            4.50%           Zero

     Maximum Deferred Sales Charge (Load)
     (as percentage of the lower of the Net Asset            Zero            1.5%            Zero            5.0%
     Value ("NAV") at purchase or the NAV at
     redemption)


Annual Fund Operating Expenses (1)
(expenses that are deducted from Fund assets)
                                                                    Stable                       Intermediate
                                                                  Income Fund               Government Income Fund
                                                           A Shares        B Shares        A Shares        B Shares
                                                          ------------ -- ------------    ------------ -- ------------
Investment Advisory Fees                                        0.50%           0.50%           0.33%           0.33%
Distribution (12b-1) Fees                                       0.00%           1.00%           0.00%           1.00%
Other Expenses (2)                                              0.58%           0.63%           0.54%           0.58%
Total Annual Fund Operating Expenses(3)                         1.08%           2.13%           0.87%           1.91%

                                                                  Income Fund               Total Return Bond Fund
                                                           A Shares        B Shares        A Shares        B Shares
                                                          ------------ -- ------------    ------------ -- ------------
Investment Advisory Fees                                        0.30%           0.30%           0.50%           0.50%
Distribution (12b-1) Fees                                       0.00%           1.00%           0.00%           1.00%
Other Expenses (2)                                              0.65%           0.85%           0.88%           0.81%
Total Annual Fund Operating Expenses(3)                         0.95%           2.15%           1.38%           2.31%


</TABLE>


(1)  Based on amounts incurred during each Fund's fiscal year ended May 31, 1999
     stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  The Funds are subject to voluntary  fee waivers and expense  reimbursements
     that  reduce  the  operating  expenses  of the  Funds.  See  the  Financial
     Highlights Table for information about fund expenses net of fee waivers and
     expense reimbursements


                                       10
<PAGE>


EXAMPLE OF EXPENSES

These  examples are intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.  The examples  assume that you
invest  $10,000 in a Fund for the time periods  indicated and then redeem all of
your  shares at the end of those  periods.  The  examples  also assume that your
investment has a 5% annual return,  that a Fund's operating  expenses remain the
same, and that distributions are reinvested.  Your actual costs may be higher or
lower than those shown.

<TABLE>
     <S>                   <C>                      <C>                      <C>                         <C>

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

                     Stable Income        Intermediate Government            Income               Total Return Bond
                          Fund                  Income Fund                   Fund                       Fund
- --------------- ------------------------- ------------------------- -------------------------- -------------------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            A            B            A             B            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR              245          368          535          694          555           716          584          734
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS             448          673          715          900          778           967          867         1,121
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS             668         1,154         911         1,232        1,019         1,344        1,171        1,435
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           1,299        2,483        1,474        2,233        1,708         2,462        2,033        2,646
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------

You would pay the following expenses assuming that you do NOT redeem your shares
at the end of the periods shown:

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

                     Stable Income        Intermediate Government            Income               Total Return Bond
                          Fund                  Income Fund                   Fund                       Fund
- --------------- ------------------------- ------------------------- -------------------------- -------------------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            A            B            A             B            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR              245          218          535          194          555           216          584          234
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS             448          673          715          600          778           667          867          721
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS             668         1,154         911         1,032        1,019         1,144        1,171        1,235
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           1,299        2,483        1,474        2,233        1,708         2,462        2,033        2,646
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------


</TABLE>




                                       11
<PAGE>




GLOSSARY

This Glossary of frequently  used terms will help you  understand the discussion
of the Funds' objectives, policies, and risks.

TERM                                  DEFINITION

AMT                                   Alternative minimum tax.

Board                                 The Board of Trustees of Norwest Advantage
                                      Funds.

CDSC                                  Contingent deferred sales charge.

Duration                              A  measure  of a debt  security's  average
                                      life that  reflects  the present  value of
                                      the  security's   cash  flow.   Prices  of
                                      securities with longer durations generally
                                      are more volatile.

Fundamental                           Requiring shareholder approval to change.

Investment                            Grade  Rated at the time of  purchase in 1
                                      of the 4  highest  long-term  or 2 highest
                                      short-term  ratings categories by an NRSRO
                                      or unrated and  determined  by the Adviser
                                      to be of comparable quality.

NRSRO                                 A nationally recognized statistical rating
                                      organization,  such  as  S&P,  that  rates
                                      fixed  income   securities  and  preferred
                                      stock by relative credit risk.

Non-Investment                        Grade   Neither   rated  at  the  time  of
                                      purchase  in 1 of the 4 highest  long-term
                                      or 2 highest short-term ratings categories
                                      by an NRSRO nor unrated and  determined by
                                      the Adviser to be of comparable quality.

SAI                                   Statement of Additional Information.

SEC                                   The   U.  S.   Securities   and   Exchange
                                      Commission.

STRIPS                                Separately  traded  principal  or interest
                                      components   of   securities   issued   or
                                      guaranteed by the U.S.  Treasury under the
                                      Treasury's  Separate Trading of Registered
                                      Interest  and   Principal  of   Securities
                                      program.

U.S. Government Security              A  security  issued  or  guaranteed  as to
                                      principal   and   interest   by  the  U.S.
                                      Government,   its   agencies   or   its
                                      instrumentalities.









                                       12
<PAGE>




INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS

This section of the  Prospectus  provides a more  complete  description  of each
Fund's  investment  objectives  and principal  strategies  and risks.  Except as
otherwise indicated, the Board may change the Funds' investment policies without
shareholder approval.  The Funds' investment  objectives are fundamental.  There
can,  of course,  be no  assurance  that any Fund will  achieve  its  investment
objective.

Some of the Funds invest directly in a portfolio of securities.  Other Funds are
"gateway"  funds in a  "core/gateway"  structure.  In this structure a "gateway"
fund  invests  some of all of its assets in one or more "core  portfolios"  that
have a substantially  identical investment  objective and substantially  similar
policies as the gateway fund. Gateway funds investing in the same core portfolio
can enhance their  investment  opportunities  and reduce their  expense  rations
through  sharing  the costs of  managing  a large pool of  assets.  Except  when
necessary to describe a Fund's investment in a core portfolio, references to the
gateway fund also include the core portfolio.

This  section  describes  risks that  affect the Funds'  portfolios  as a whole.
Certain of these risks may apply to one or more of the Funds. These risks are:

     o    Interest  Rate Risk.  This is the risk that changes in interest  rates
          will  affect  the value of a Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest rates may cause the value of a Fund's investments to decline.

     o    Credit  Risk.  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

     o    Management Risk. This is the risk that a Fund's manager will make poor
          choices  in  selected  securities.  All  actively  managed  Funds have
          management risk.


STABLE INCOME FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to maintain safety of principal  while  providing low volatility  total
         return.  The Fund invests in a  diversified  portfolio  of,  primarily,
         short-term  investment grade securities.  The Fund invests in fixed and
         variable  rate U.S.  dollar-denominated  fixed income  securities  of a
         broad spectrum of U.S. and foreign issuers,  including U.S.  Government
         securities   and  the  debt   securities  of  financial   institutions,
         corporations, and others.

         The Fund investments include:

         o    up to 65% of its total assets in mortgage-backed securities;

         o    up to 25% of its   total  assets  in other  types of  asset-backed
              securities;

         o    up to 25% of its  total assets in mortgage-backed  securities that
              are  not U.S.  Government  securities  to not more than 25% of its
              total assets; and

         o    up to 50% of its total assets in U.S. Government securities.

         The Fund limits its investments in the securities  issued or guaranteed
         by any single agency or instrumentality of the U.S. Government,  except
         the U.S.  Treasury to 30% of its total  assets and does not invest more
         than 10% of its total assets in the securities of any other issuer.


                                       13
<PAGE>


         The Fund invests in debt  obligations  with maturities (or average life
         in the case of  mortgage-backed  and similar  securities)  ranging from
         overnight to 12 years and seeks to maintain an average  dollar-weighted
         portfolio maturity of between 2 and 5 years.

         Risk  Considerations.  The principal risks of investing in the Fund are
         interest  rate  risk  and  credit  risk.  The  Fund's   investments  in
         mortgage-related  and  asset-backed  securities have  prepayment  risk,
         which is the risk  that  mortgage  loans or other  obligations  will be
         prepaid when interest  rates  decline,  forcing the Fund to reinvest in
         securities  with  lower  interest  rates.  For this and other  reasons,
         mortgage-related  and  asset-backed  securities may have  significantly
         greater price and yield volatility than traditional debt securities.

INTERMEDIATE GOVERNMENT INCOME FUND

         INVESTMENT   OBJECTIVE AND STRATEGIES.  The Fund's investment objective
         is to provide income  and safety of principal by investing primarily in
         U.S. Government securities.

         The Fund normally invests at least 65% of its total assets in fixed and
         variable rate U.S.  Government  securities  and may invest up to 35% of
         its  assets in fixed  income  securities  that are not U.S.  Government
         securities.  In selecting  investments,  the Fund emphasizes the use of
         intermediate  maturity securities to lessen interest rate risk and uses
         mortgage-backed securities to enhance yield.

         The Fund's investments include:

         o    up to 50% of its total assets in mortgage-backed securities

         o    up to  25% of its  total  assets  in other  types of  asset-backed
              securities; and

         o    up to  10% of its total assets in zero-coupon  securities,  except
              in STRIPS.

         As part of its  mortgage-backed  securities  investments,  the Fund may
         enter into dollar rolls.  The Fund limits its investments in securities
         issued or  guaranteed by any single  agency or  instrumentality  of the
         U.S.  Government to 25% of its total assets,  except the U.S. Treasury.
         The Fund may enter into short sales.

         The Fund will purchase only  securities  that are rated, at the time of
         purchase,  within the 2 highest rating categories assigned by an NRSRO,
         or which are unrated and  determined by the Adviser to be of comparable
         quality.

         The Fund will invest  primarily in debt obligations with maturities (or
         average  life in the case of  mortgage-backed  and similar  securities)
         ranging from  overnight to 30 years.  Under normal  circumstances,  the
         Fund's  portfolio  securities  will  have  an  average  dollar-weighted
         maturity  of between 3 and 10 years and a duration  of between  70% and
         130% of the duration of a 5 year Treasury Note.

         RISK  CONSIDERATIONS.  The principal risks of investing in the Fund are
         interest  rate  risk  and  credit  risk.  The  Fund's   investments  in
         mortgage-backed and asset-backed securities have prepayment risk, which
         is the risk that mortgage  loans or other  obligations  will be prepaid
         when interest rates decline, forcing the Fund to reinvest in securities
         with lower interest rates. For this and other reasons, mortgage-related
         and asset-backed  securities may have  significantly  greater price and
         yield volatility than traditional debt securities.

INCOME FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide  total  return  consistent  with  current  income.  The Fund
         invests in a  diversified  portfolio of fixed and  variable  rate fixed
         income  securities  issued by domestic  and foreign  issuers.  The Fund
         invests in a broad spectrum of U.S. issuers,  including U.S. Government
         securities,  mortgageand other  asset-backed  securities,  and the debt


                                       14
<PAGE>


         securities  of financial  institutions,  corporations,  and others.  In
         selecting  investments,  the  Fund  attempts  to  increase  the  Fund's
         performance by applying various fixed income management techniques. The
         Fund combines these techniques with fundamental  economic,  credit, and
         market  analysis  while  at the  same  time  controlling  total  return
         volatility by targeting the Fund's duration within a narrow band around
         the duration of the Lipper Corporate A-Rated Debt Average.

         The Fund  normally  invests  at least 30% of its  total  assets in U.S.
         Government   securities.   The   Fund   limits   its   investments   in
         mortgage-backed securities to not more than 50% of its total assets and
         its investments in other  asset-backed  securities to not more than 25%
         of its total assets.

         The  Fund  may  invest  up to 70%  of its  total  assets  in  corporate
         securities,  such as bonds,  debentures  and  notes,  and fixed  income
         securities  that can be converted  into or exchanged for common stocks.
         The Fund  also may  invest in zero  coupon  securities  and enter  into
         dollar rolls.

         The  Fund may  invest  in debt  securities  registered  and sold in the
         United  States by foreign  issuers and debt securities sold outside the
         United  States  by  foreign or U.S.  issuers.  The Fund  restricts  its
         purchases of  debt securities to those denominated and payable in U. S.
         dollars.

         Normally,  the Fund will  invest  at least  80% of its total  assets in
         investment grade securities.  The Fund also may invest up to 20% of its
         total assets in below  investment grade securities (also known as "junk
         bonds") rated at the time of purchase,  in the fifth highest  long-term
         rating  category  assigned by an NRSRO or unrated and determined by the
         Adviser to be of comparable quality.

         The Fund invests  primarily in securities  with  maturities (or average
         life in the case of  mortgage-backed  and similar  securities)  ranging
         from  overnight  to 40 years.  The Fund  expects to maintain an average
         dollar-weighted  portfolio  maturity  of  between 3 and 15  years.  The
         Fund's portfolio of securities will normally have a duration of between
         70% and 130% of the  duration  of the  Lipper  Corporate  A-Rated  Debt
         Average.

         RISK  CONSIDERATIONS.  The principal risks of investing in the Fund are
         interest  rate  risk  and  credit  risk.  The  Fund's   investments  in
         lower-rated  securities  involve greater credit risk than  higher-rated
         securities.  The Fund's investments in mortgage-backed and asset-backed
         securities have prepayment  risk, which is the risk that mortgage loans
         or other  obligations  will be prepaid  when  interest  rates  decline,
         forcing the Fund to reinvest in securities  with lower interest  rates.
         For  this  and  other  reasons,   mortgage-related   and   asset-backed
         securities may have  significantly  greater price and yield  volatility
         than  traditional debt  securities.  The Fund's  investments in foreign
         securities have foreign risk.  This is the risk of investments  located
         in foreign countries,  which may have greater price volatility and less
         liquidity.  Investments  in  foreign  securities  also are  subject  to
         political,  regulatory,  and  diplomatic  risks.  Foreign risk includes
         currency  risk,  which may occur due to  fluctuations  in the  exchange
         rates between the U.S. dollar and foreign  currencies.  This risk could
         negatively affect the value of a Fund's investments.

TOTAL RETURN BOND FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to seek  total  return.  The  Fund  invests  in a broad  range of fixed
         -income  instruments  in order to  create a  strategically  diversified
         portfolio  of  fixed-income  investments.   These  investments  include
         corporate  bonds,  mortgage- and other  asset-backed  securities,  U.S.
         Government securities,  preferred stock, convertible bonds, and foreign
         bonds.


                                       15
<PAGE>


         In selecting investments, the Fund focuses on relative value as opposed
         to predicting  the direction of interest  rates.  In general,  the Fund
         seeks higher current  income  instruments  such as corporate  bonds and
         mortgage-  and  other  asset-backed  securities  in  order  to  enhance
         returns.  The Fund believes that this exposure enhances  performance in
         varying  economic and interest  rate cycles and avoids  excessive  risk
         concentrations.   The  Fund's  investment   process  involves  rigorous
         evaluation of each  security,  including  identifying  and valuing cash
         flows,  embedded  options,   credit  quality,   structure,   liquidity,
         marketability,  current versus historical trading relationships, supply
         and  demand  for  the  instrument,  and  expected  returns  in  varying
         economic/interest rate environments. The Fund uses this process to seek
         to identify  securities,  which  represent the best  relative  economic
         value.  The Fund then evaluates the results of the  investment  process
         against the Fund's  objective and purchases  those  securities that are
         consistent with the Fund's investment objective.

         The  Fund   particularly  seeks  strategic  diversification.  The  Fund
         investments include:

         o    up to 75% of its total assets in corporate bonds;

         o    up to 65% of its total assets in mortgage-backed securities; and

         o    up to 50% of its total assets in asset-backed securities.

         The Fund may invest in U.S.  Government  securities without restriction
         and the Fund generally limits its investments in the corporate bonds of
         any single issuer to no more than 5% of its total assets..

         The Fund will invest 65% of its total assets in fixed-income securities
         rated, at the time of purchase,  within the 3 highest rating categories
         assigned by at least 1 NRSRO,  or which are unrated and  determined  by
         the Adviser to be of comparable quality.  The Fund may invest up to 20%
         of its total assets in non-investment grade securities.

         The  Fund  expects to  maintain  an average  dollar-weighted  portfolio
         maturity  of between 5 and 15 years. The Fund's duration  normally will
         vary between 3 and 8 years.

         RISK  CONSIDERATIONS.  The principal risks of investing in the Fund are
         interest  rate  risk  and  credit  risk.  The  Fund's   investments  in
         mortgage-backed and asset-backed securities have prepayment risk, which
         is the risk that mortgage  loans or other  obligations  will be prepaid
         when interest rates decline, forcing the Fund to reinvest in securities
         with lower interest rates. For this and other reasons, mortgage-related
         and asset-backed  securities may have  significantly  greater price and
         yield  volatility  than   traditional   debt  securities.   The  Fund's
         investments in foreign  securities  have foreign risk. This is the risk
         of  investments  located in foreign  countries,  which may have greater
         price volatility and less liquidity.  Investments in foreign securities
         also are  subject  to  political,  regulatory,  and  diplomatic  risks.
         Foreign  risk  includes   currency   risk,   which  may  occur  due  to
         fluctuations  in the exchange rates between the U.S. dollar and foreign
         currencies.  This risk  could  negatively  affect the value of a Fund's
         investments.

OTHER CONSIDERATIONS

DERIVATIVES

The  Funds  may  use  certain  derivative  instruments,  such as  options,  swap
agreements,  interest rate caps,  collars,  and floors, and futures contracts to
manage risk.  Derivatives are financial  contracts whose value depends on, or is
derived from, the value of an underlying  assets,  reference  rate, or index. In
addition to other risks, derivatives involve the risk of difficulties in pricing
and  valuation  and the risk that changes in the value of a  derivative  may not
correlate perfectly with relevant assets, rates, or indices.


                                       16
<PAGE>


DOWNGRADED SECURITIES

Each Fund may retain a security  whose rating has been lowered (or a security of
comparable quality to a security whose rating has been lowered) below the Fund's
lowest  permissible  rating  category  if the  Fund's  Adviser  determines  that
retaining the security is in the best interests of the Fund. Because a downgrade
often  results in a reduction  in the market  price of the  security,  sale of a
downgraded security may result in a loss.

TEMPORARY DEFENSIVE POSITION

To respond to adverse market,  economic,  political,  or other conditions,  each
Fund may assume a temporary  defensive position and invest without limit in cash
or cash equivalents.  When a Fund makes temporary defensive investments,  it may
not achieve its investment  objective and is likely that its shareholders may be
subject to Federal and applicable state income taxes on a greater portion of the
fund's income distributions.

PORTFOLIO TURNOVER

From  time to time,  a Fund may  engage  in active  short-term  trading  to take
advantage of price movements affecting  individual issues,  groups of issues, or
markets. Higher portfolio turnover rates may result in increased brokerage costs
and a possible  increase in short-term  capital  gains or losses.  The Financial
Highlights table lists the Funds' portfolio turnover rate.

YEAR 2000

Certain computer systems may not process  date-related  information  properly on
and after  January  1.  2000.  The  Adviser is  addressing  this  matter for its
systems. The Funds' other service providers have informed the Fund that they are
taking  similar  measures.  Investments  in foreign  companies are  particularly
vulnerable to Year 2000 risk because these  companies may not have the financial
resources,  technology,  or  personnel  needed to  address  Year 2000  readiness
concerns.  This matter,  if not corrected,  could adversely  affect the services
provided  to the  Fund or the  issues  in  which  the  Fund  invests  and  could
therefore, lower the value of your Fund shares.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISORY SERVICES

NORWEST INVESTMENT MANAGEMENT,  INC. is the investment adviser for each Fund and
each Portfolio.  In this capacity,  Norwest makes  investment  decisions for and
administers the Funds' and Portfolios'  investment programs.  Norwest Investment
Management,  Inc.'s  address  is Norwest  Center,  Sixth  Street and  Marquette,
Minneapolis, MN 55479.

Norwest,  Stable  Income  Portfolio  and  Strategic  Value Bond  Portfolio  have
retained  GALLIARD  CAPITAL  MANAGEMENT,  INC.  or  GALLIARD  as  an  investment
subadviser  to make  investment  decisions  for and  administer  the  investment
programs of those  Portfolios.  Norwest decides which portion of the Portfolios'
assets  Galliard  should manage and  supervises  Galliard's  performance  of its
duties.  Galliard is an  investment  advisory  subsidiary  of Norwest  Bank that
provides investment advisory services to bank and thrift  institutions,  pension
and profit sharing plans, trusts and charitable organizations, and corporate and
other business  entities.  Galliard  Capital  Management,  Inc.'s address is 800
LaSalle Ave. Suite 2060, Minneapolis, MN 55479.

Listed below, for each Fund, are the portfolio  managers  primarily  responsible
for the day-to-day  management of the Fund's  investments.  The year a portfolio
manager  began  managing  a  Fund's  portfolio  follows  the  manager's  name in
parenthesis.  The list includes the investment  advisory fees payable to Norwest
by the Fund or the Portfolio in which it invests. The list states the investment
advisory fees on an annualized  basis as a percentage of a Fund's or Portfolio's
average  daily  net  assets.  Descriptions  of the  portfolio  managers'  recent
experience  follow  the  list of  portfolio  managers  and  advisory  fees.


                                       17
<PAGE>


How  investment  advisory fees are paid depends on whether or not a Fund invests
in a Portfolio.

o    If a Fund invests  directly in a portfolio of securities,  Norwest receives
     an investment advisory fee directly from the Fund.

o    If a Fund invests in a Portfolio,  Norwest receives an investment  advisory
     fee from the Portfolio.

Norwest  (and not the  Funds or  Portfolios)  pays the  subadviser's  investment
subadvisory fee. The investment  subadvisory fee does not increase the amount of
the investment advisory fees paid to Norwest by the Funds or Portfolios.


         Stable Income Fund
         Portfolio:                       Stable Income Portfolio
         Subadviser:                      Galliard
         Portfolio Manager:               John Huber (1998).
         Advisory Fee:                    0.30%


         Intermediate Government Income Fund
         Portfolio Manager:               Marjorie H. Grace, CFA (1995).
         Advisory Fee:                    0.33%


         Income Fund
         Portfolio Manager:               Marjorie H. Grace, CFA (1996).
         Advisory Fee:                    0.50%


         Total Return Bond Fund
         Portfolio:                       Strategic Value Bond Portfolio
         Subadviser:                      Galliard
         Portfolio Managers:              Richard Merriam, CFA (1997), John
                                          Huber (1998), and David Yim (1998)
         Advisory Fee:                    0.50%

PORTFOLIO MANAGERS

MARJORIE H. GRACE,  associated  with Norwest or its  affiliates  since 1992. Ms.
Grace is a Director, Taxable Fixed Income of Norwest.

JOHN HUBER,  associated with Norwest or its affiliates since 1990. Mr. Huber has
been a portfolio manager and Corporate Trading Specialist at Galliard since 1995
and has been in investment management since 1990.

RICHARD  MERRIAM,  associated  with Norwest or its  affiliates  since 1995.  Mr.
Merriam has been a managing  partner of Galliard  since 1995 and is  responsible
for investment process and strategy. Mr. Merriam was previously Chief Investment
Officer of Insight Investment Management.

DAVID YIM,  associated  with Norwest or its  affiliates  since 1995. Mr. Yim has
been a portfolio manager and Credit Research  Specialist of Investment  Research
of Galliard  since 1995 and  previously  worked for American  Express  Financial
Advisors as a Research Analyst.


                                       18
<PAGE>


DORMANT INVESTMENT ADVISORY ARRANGEMENTS

Norwest has been  retained as a "dormant"  or  "back-up"  investment  adviser to
manage any assets  redeemed  and  invested  directly by a Fund that invests in a
Portfolio.  Norwest does not receive any compensation  under this arrangement as
long as a Fund invests entirely in a Portfolio.  If a Fund redeems assets from a
Portfolio and invests them directly, Norwest receives an investment advisory fee
from the Fund for the management of those assets.

OTHER FUND SERVICES

The FORUM FINANCIAL GROUP of companies provide managerial,  administrative,  and
underwriting  services to the Funds.  NORWEST  BANK acts as the Funds'  transfer
agent, distribution disbursing agent, and custodian.

CHOOSING A SHARE CLASS

CLASSES OF SHARES

This Prospectus offers 2 classes of shares of the Funds. The classes, which have
different fee structures, are:

     o    A Shares:  offered  at their net asset  value  plus an  initial  sales
          charge.  A Shares do not pay  distribution  or  shareholder  servicing
          fees.

     o    B Shares:  offered at their net asset value. B Shares pay distribution
          and shareholder  servicing fees and convert to A Shares within 8 years
          after  purchase.  If you  redeem  your B  Shares  within  6  years  of
          purchase,  you may pay a contingent  deferred sales charge. The amount
          of the charge depends on the length of time you hold the shares.

Sales charges and fees vary considerably between a Fund's A Shares and B Shares.
After a set number of years,  B Shares,  which have  higher  fees,  convert to A
Shares,  which have lower fees.  Consider  the  differences  in the classes' fee
structures  carefully  before  choosing which class to purchase.  In particular,
consider  how long you  intend  to invest in the Fund and  whether  during  that
period the accumulated  fees and applicable CDSCs on B Shares would be less than
the initial sales charge on A Shares.  Also,  consider whether you might qualify
for a reduced  sales  charge on A Shares and  whether  any  difference  in total
expenses  between classes would be offset by A Shares' higher yield. The SAI has
more information about ways to qualify for reduced sales charges and how reduced
sales charge alternatives operate.

A Shares

The Funds  offer A Shares at their  next-determined  net  asset  value  plus the
following  initial  sales charge (no sales charge  applies to  reinvestments  of
distributions):

STABLE INCOME FUND


<TABLE>
<S>                                                                      <C>                      <C>

                                                                                 Sales Charge
                                                                              As a Percentage of
                                                               -------------------------------------------------
Amount of Purchase                                                 Offering Price+        Net Amount Invested
- ----------------------------------------------------------------------------------------------------------------

Less than $50,000...........................                            1.50%                    1.52%
$50,000 to $99,999..........................                            1.00%                    1.01%
$100,000 to $499,000........................                            0.75%                    0.76%
$500,000 to $999,000........................                            0.50%                    0.50%
$1,000,000 and over.........................                             None                    None
*Rounded to the nearest one-hundredth percent
+The amount of the initial sales charge is included in the
offering price


                                       19
<PAGE>


Intermediate Government Income Fund,
Income Fund, and Total Return Bond Fund

                                                                                Sales Charge
                                                                             As a Percentage of
                                                               ------------------------------------------------
Amount of Purchase                                                 Offering Price+       Net Amount Invested
- ---------------------------------------------------------------------------------------------------------------

Less than $50,000...........................                            4.50%                   4.71%
$50,000 to $99,999..........................                            4.00%                   4.17%
$100,000 to $249,000........................                            3.50%                   3.63%
$250,000 to $499,999..............................                      2.50%                   2.56%
$500,000 to $999,000.............................                       2.00%                   2.04%
over $1,000,000...................................                      None                    None
*Rounded to the nearest one-hundredth percent
+The amount of the initial sales charge is included in the
offering price


</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

The Funds offer B Shares at their net asset value per share. The Funds' B Shares
have  distribution and shareholder  servicing fees of 1.00% of the average daily
net  assets  of  the  class  under  a  Rule  12b-1  distribution  plan.  Because
distribution  fees are paid out of the Funds' assets on an on-going basis,  over
time these fees will increase the cost of your investment and may cost more than
paying a front-end sales charge.

Contingent  Deferred  Sales  Charge.  If you  redeem B Shares  within 8 years of
purchase (2 years in the case of the Stable Income  Fund),  there will be a CDSC
on the  redemption in the amount  indicated  below.  The amount of the CDSC will
vary  depending  on the number of years  between the payment for the purchase of
the shares and their redemption. You will pay the CDSC on the lesser of the cost
of the B Shares redeemed and their net asset value upon redemption. The Funds do
not impose a CDSC on B Shares purchased  through  reinvestments of dividends and
distributions.

Year Since Purchase                             Charge for Stable Income Fund
First................................................       1.5%
Second...............................................      0.75%
Third and subsequent.................................       None

                                              Charge for Intermediate Government
                                             Income Fund, Income Fund, and Total
                                                       Return Bond Fund
Year Since Purchase
First................................................       5.0%
Second...............................................       4.0%
Third................................................       3.0%
Fourth...............................................       3.0%
Fifth................................................       2.0%
Sixth................................................       1.0%
Seventh..............................................       None


                                       20
<PAGE>


The Funds will redeem shares in the manner that results in the imposition of the
lowest CDSC. The Funds will automatically  redeem shares first from any A Shares
of the Fund,  second from B Shares of the Fund acquired pursuant to reinvestment
of distributions,  third from B Shares of the Fund held for more than 6 years (2
years  in  the  case  of  the  Stable   Income   Fund),   and  fourth  from  the
longest-outstanding  B Shares of the Fund held for less than 6 years (2 years in
the case of the Stable Income Fund).

CONVERSION  FEATURE. B Shares will automatically  convert to A Shares 8 years (4
years in the case of Stable  Income Fund) from the end of the calendar  month in
which the Fund accepted your purchase.  The  conversion  will be on the basis of
the relative net asset values of the shares, without the imposition of any sales
load, fee, or other charge. For purposes of conversion,  the Funds will consider
B Shares purchased through the reinvestment of dividends and distributions to be
held in a separate  sub-account.  Each time any B Shares in your account  (other
than those in the sub-account)  convert, a corresponding pro rata portion of the
shares  in the  sub-account  will  also  convert.  The  Funds  may  suspend  the
conversion  feature in the future; in that event, B Shares might continue to pay
their distribution fee indefinitely.

SALES CHARGE REDUCTION PROGRAM ENHANCEMENTS:

A SHARES

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  available.  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.  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

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.

HOW TO BUY AND SELL SHARES

DETERMINATION OF NET ASSET VALUE

Each Fund determines its net asset value or NAV on each Fund business day, which
is any day that the New York Stock  Exchange is open,  by dividing  the value of
its net assets  (i.e.,.  the value of its  securities  and other assets less its
liabilities) by the number of shares  outstanding at the time the  determination
is made. The Funds determine their net asset values at 4:00 p.m., Eastern time.

European,  Far  Eastern,  and  other  international   securities  exchanges  and
over-the-counter  markets  normally  complete  trading  well before the close of
business on each Fund business day. Trading in foreign securities,  however, may
not take place on all Fund  business days or may take place on days that are not
Fund business days. The determination of the prices of foreign securities may be
based on the latest market  quotations for the securities.  If events occur that
affect the securities' value after the close of the markets on which they trade,
the Funds may make an adjustment to the value of the  securities for purposes of
determining net asset value.


                                       21
<PAGE>


For purposes of  determining  net asset value,  the Funds convert all assets and
liabilities  denominated in foreign  currencies into U.S. dollars at the mean of
the bid and asked prices of such currencies  against the U.S. dollar last quoted
by a major bank prior to the time of conversion.

You may purchase or redeem shares at a price equal to their NAV next  determined
after receipt of your purchase order, or redemption  request in proper form on a
fund business day.


GENERAL PURCHASE INFORMATION

You may purchase shares directly or through a financial institution.  The Funds'
transfer agent processes all transactions in Fund shares.

All of the Funds except Stable Income Fund require a minimum initial  investment
of $1,000.  Stable Income Fund requires a minimum initial  investment of $5,000.
All of the Funds require  minimum  subsequent  investments of $100.  Your shares
become  eligible  to  receive  distributions  the Fund  business  day after your
purchase order is received in proper form.

The Funds  reserve  the right to reject any  subscription  for the  purchase  of
shares,  including  subscriptions  by  market  timers.  You will  receive  share
certificates  for  your  shares  only  if  you  request  them  in  writing.   No
certificates are issued for fractional shares.

PURCHASE PROCEDURES
DIRECT PURCHASES

You may obtain an account  application by writing Norwest Advantage Funds at the
following address:

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

When you sign an application  for a new Fund account,  you are  certifying  that
your Social Security number or other taxpayer  identification  number is correct
and that you are not  subject  to backup  withholding.  If you  violate  certain
federal  income tax  provisions,  the Internal  Revenue  Service can require the
Funds to withhold 31% of your distributions and redemptions.

You must pay for your shares in U.S.  dollars by check or money order drawn on a
U.S.  bank,  by bank or  federal  funds wire  transfer,  or by  electronic  bank
transfer. Cash cannot be accepted.

Call or write  the  transfer  agent if you wish to  participate  in  shareholder
services not offered on the account  application  or change  information on your
account (such as addresses).  Norwest  Advantage Funds may in the future modify,
limit or terminate any  shareholder  privilege upon  appropriate  notice and may
charge  a fee for  certain  shareholder  services,  although  no such  fees  are
currently contemplated.  You may terminate your participation in any shareholder
program by writing to Norwest Advantage Funds.

PURCHASES  BY MAIL.  You may send a check or money  order along with a completed
account  application  to Norwest  Advantage  Funds at the address  listed above.
Checks  and money  orders are  accepted  at full  value  subject to  collection.
Payment  by a check  drawn on any  member  of the  Federal  Reserve  System  can


                                       22
<PAGE>


normally be converted into federal funds within 2 business days after receipt of
the check.  Checks drawn on some non-member banks may take longer. If your check
does not clear,  the purchase  order will be canceled and you will be liable for
any losses or fees incurred by Norwest  Advantage  Funds,  the transfer agent or
the distributor.

To purchase  shares for  individual or Uniform Gift to Minors Act accounts,  you
must write a check or purchase a money order payable to Norwest Advantage Funds,
or endorse a check made out to you to Norwest  Advantage Funds. For corporation,
partnership, trust, 401(k) plan, or other non-individual type accounts, make the
check used to  purchase  shares  payable to Norwest  Advantage  Funds.  No other
methods of payment by check will be accepted for these types of accounts.

PURCHASES BY BANK WIRE. You must first telephone  the Funds'  transfer  agent at
1-612-667-8833  or  1-800-338-1348  to obtain an account number before making an
initial  investment in a Fund by bank wire. Then instruct your bank to wire your
money immediately to:

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)

Complete  and mail the account  application  promptly.  Your bank may charge for
transmitting  the money by wire. The Funds do not charge for the receipt of wire
transfers.  The Funds treat payment by bank wire as a federal funds payment when
received.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may purchase and redeem shares through certain  broker-dealers,  banks,  and
other  financial  institutions.  When you  purchase  a Fund's  shares  through a
financial institution, the shares may be held in your name or in the name of the
financial institution.  Subject to your institution's  procedures,  you may have
Fund shares held in the name of your financial institution transferred into your
name.  If your shares are held in the name of your  financial  institution,  you
must contact the financial  institution on matters  involving your shares.  Your
financial  institution may charge you for purchasing,  redeeming,  or exchanging
shares.

SUBSEQUENT PURCHASES OF SHARES

You may make subsequent purchases by mailing a check, by sending a bank wire, or
through a financial  institution as indicated above. All payments should clearly
indicate your name and account number.

GENERAL REDEMPTION INFORMATION

You may redeem Fund shares as of the next  determination of the Fund's net asset
value following receipt by the transfer agent of your redemption order in proper
form  subject to, in the case of B Shares,  a CDSC  imposed on most  redemptions
made  within  8 years  of  purchase  (two in the case of  Stable  Income  Fund).
Redeemed shares are not entitled to receive distributions after the day on which
the redemption is effective.

Normally,  redemption  proceeds  are paid  immediately  following  receipt  of a
redemption  order in proper form. In any event,  you will be paid within 7 days,
unless:  (1) your bank has not cleared the check to purchase  the shares  (which
may take up to 15 days);  (2) the New York Stock  Exchange is closed (or trading
is restricted) for any reason other than normal weekend or holiday closings; (3)
there is an  emergency  in which  it is not  practical  for the Fund to sell its
portfolio  securities or for the Fund to determine  its net asset value;  or (4)
the SEC deems it inappropriate for redemption proceeds to be paid. You can avoid
the delay of waiting for your bank to clear your check by paying for shares with
wire transfers.  Unless otherwise  indicated,  redemption  proceeds normally are
paid by check mailed to your record address.


                                       23
<PAGE>


To protect  against  fraud,  the  following  must be in writing with a signature
guarantee:  (1)  endorsement on a share  certificate;  (2) instruction to change
your  record  name;  (3)  modification  of a  designated  bank  account for wire
redemptions; (4) instruction regarding an Automatic Investment Plan or Automatic
Withdrawal  Plan;  (5)  distribution   elections;   (6)  election  of  telephone
redemption  privileges;   (7)  election  of  exchange  or  other  privileges  in
connection  with your account;  (8) written  instruction  to redeem shares whose
value exceeds $50,000; (9) redemption in an account when the account address has
changed within the last 30 days; (10) redemption when the proceeds are deposited
in a Norwest Advantage Funds account under a different account registration; and
(11) the payment of redemption  proceeds to any address,  person, or account for
which there are not established standing instructions.

You  may  obtain  signature   guarantees  at  any  of  the  following  types  of
organizations:  authorized banks, broker-dealers, national securities exchanges,
credit  unions,  savings  associations,  or  other  eligible  institutions.  The
specific institution  providing the guarantee must be acceptable to the transfer
agent. Whenever a signature guarantee is required,  the signature of each person
required to sign for the account must be guaranteed.

The Funds and the transfer agent will use  reasonable  procedures to verify that
telephone requests are genuine,  including recording telephone  instructions and
sending written confirmations of the transactions. Such procedures are necessary
because  the  Funds  and  transfer  agent  could be  liable  for  losses  due to
unauthorized  or  fraudulent  telephone  instructions.  You  should  verify  the
accuracy of a  telephone  instruction  as soon as you  receive the  confirmation
statement.  Telephone  redemption and exchanges may be difficult to implement in
times of drastic  economic or market  changes.  If you cannot reach the transfer
agent by telephone, you may mail or hand-deliver requests to the transfer agent.

Because of the cost of maintaining smaller accounts, Norwest Advantage Funds may
redeem, upon not less than 60 days' written notice, any account with a net asset
value of less than $1,000 ($5,000 in the case of Stable Income Fund) immediately
following any redemption.

REDEMPTION PROCEDURES

If you have invested  directly in a Fund you may redeem your shares as described
below.  If you have  invested  through a  financial  institution  you may redeem
shares  through  the  financial  institution.  If you wish to  redeem  shares by
telephone or receive  redemption  proceeds by bank wire you should  complete the
appropriate  sections of the account  application.  These  privileges may not be
available  until several weeks after the  application  is received.  You may not
redeem shares by telephone if you have certificates for those shares.

REDEMPTION BY MAIL.  You may redeem  shares by sending a written  request to the
transfer agent accompanied by any share  certificate you have been issued.  Sign
all requests and endorse all certificates with signature guaranteed.

REDEMPTION BY TELEPHONE.  If you have elected telephone  redemption  privileges,
you may redeem shares by  telephoning  the transfer agent at  1-800-338-1348  or
1-612-667-8833 and providing your shareholder  account number, the exact name in
which the  shares  are  registered,  and your  Social  Security  number or other
taxpayer  identification  number.  Norwest  Advantage Funds will mail a check to
your record address or, if you have chosen wire redemption privileges,  wire the
proceeds.

REDEMPTION BY BANK WIRE. If you have elected wire redemption privileges, you may
request a Fund to  transmit  redemption  proceeds of more than $5,000 by federal
funds wire to a bank  account  you have  designated  in  writing.  You must have
chosen the  telephone  redemption  privilege  to  request  bank  redemptions  by
telephone.  Redemption  proceeds  are wired on the Fund  business  day after the
transfer agent receives a redemption request in proper form.


                                       24
<PAGE>


EXCHANGES

You may exchange A Shares and B Shares for A Shares and B Shares,  respectively,
of the Funds and of other  funds of Norwest  Advantage  Funds  that offer  those
classes of shares.  You may also exchange A Shares and B Shares for some classes
of certain  money market  funds of Norwest  Advantage  Funds.  Call or write the
transfer  agent for both a list of funds that  offer  shares  exchangeable  with
those of the Funds and prospectuses of those funds.

The Funds do not charge for  exchanges,  and there is  currently no limit on the
number of exchanges you may make. The Funds,  however, may limit your ability to
exchange  shares if you  exchange too often.  Exchanges  are subject to the fees
(other than CDSCs) charged by, and the limitations (including minimum investment
restrictions) of, the Fund into which you are exchanging.

You may only  exchange  shares into a  pre-existing  account if that  account is
identically registered. You must submit a new account application if you wish to
exchange  shares  into an  account  registered  differently  or  with  different
shareholder privileges.  You may exchange into a Fund only if that Fund's shares
may legally be sold in your state of residence.

The Funds and federal tax law treat an exchange as a  redemption  and a purchase
of shares.  The Funds may amend or  terminate  exchange  procedures  on 60 days'
notice.

SALES  CHARGES.  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.

You may  exchange  B Shares  without  paying a CDSC.  If you  redeem  shares you
received in an exchange,  the CDSC will be calculated as if you never  exchanged
the B Shares you originally  purchased.  B Shares  acquired  through an exchange
will convert to A Shares when the B Shares originally purchased would convert to
A Shares.

EXCHANGES BY MAIL. You may make an exchange by sending a written  request to the
transfer  agent  accompanied  by any  share  certificates  for the  shares to be
exchanged. Sign all written requests and endorse all certificates with signature
guaranteed.

EXCHANGES BY TELEPHONE. If you have telephone exchange privileges,  you may make
a  telephone  exchange  by  calling  the  transfer  agent at  1-800-338-1348  or
1-612-667-8833  and  giving  your  account  number,  the exact name in which the
shares  are  registered  and your  Social  Security  number  or  other  taxpayer
identification number.

DISTRIBUTIONS AND TAX MATTERS

DISTRIBUTIONS

Stable Income Fund,  Intermediate  Government Income Fund, and Total Return Bond
Fund declare and distribute net investment income monthly.  Income Fund declares
distributions  of net  investment  income  daily  and pays  those  distributions
monthly. Each Fund's net capital gain, if any, is distributed at least annually.
Distributions on B Shares will be lower than those on A Shares per share because
of the distribution and other fees applicable to B Shares.

You have 3 choices for receiving  distributions:  the Reinvestment  Option,  the
Cash Option, and the Directed Dividend Option.

o    Under  the   Reinvestment   Option,   all   distributions  of  a  Fund  are
     automatically   invested  in  additional  shares  of  that  Fund.  You  are
     automatically assigned this option unless you select another option.

o    Under the Cash Option, you are paid all distributions in cash.

o    Under the Directed  Dividend Option, if you own $10,000 or more of a Fund's
     shares  in a  single  account,  you  can  have  that  Fund's  distributions
     reinvested in shares of another fund of Norwest  Advantage  Funds.  Call or
     write the transfer agent for more information  about the Directed  Dividend
     Option.


                                       25
<PAGE>


All distributions are treated in the same manner for federal income tax purposes
whether  received in cash or reinvested in shares of a fund.  All  distributions
reinvested  in a fund are  reinvested  at the fund's  net asset  value as of the
payment date of the distribution.

TAX MATTERS

The Funds are  managed  so that they do not owe  federal  income or excise  tax.
Distributions  paid by a Fund out of its net  investment  income  (including net
short-term  capital gain) are taxable as ordinary  income.  Distributions of net
capital gain (i.e., the excess of net long-term capital gain over net short-term
capital loss) are taxable as long-term  capital  gain,  regardless of how long a
shareholder  has held  shares in the Fund.  If shares  are sold at a loss  after
being held for six months or less, the loss will be treated as long-term capital
loss to the extent of any  distribution  of net capital  gain  received on those
shares.

Distributions (other than distributions of net investment income of Income Fund)
reduce the net asset value of the Fund paying the  distribution by the amount of
the  distribution.  Furthermore,  a distribution made shortly after you purchase
shares, although in effect a return of capital to you, is taxable.

If a Fund receives investment income from sources within foreign countries, that
income may be subject to foreign income or other taxes.

OTHER INFORMATION

FUND REORGANIZATION

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  the November 1998
merger of Wells Fargo & Company and Norwest Corporation. Norwest Advantage Funds
presented each proposed fund reorganization to the fund's shareholders for their
approval at a special shareholders' meeting that was held in August 1999.

The  shareholders  of each of the  Norwest  Advantage  Funds  approved  the fund
reorganizations  and each of the Norwest  Advantage Funds will reorganize into a
corresponding  Wells  Fargo  Funds  Trust  portfolio  as  approved by the funds'
shareholders.

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.

The funds'   reorganizations  are  expected  to be  tax-free  transactions.  The
reorganizations will not trigger any sales charges.

If you have any questions you should call 1-800-394-0736.








                                       26
<PAGE>




Financial Highlights

The financial  highlights  table is intended to help you understand  each Fund's
financial performance for 10 years or, if shorter, the Fund's operating history.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table represent the rate that an investor would have earned
on an investment in the Fund,  assuming  reinvestment of all distributions.  The
information  from  June 1,  1994  through  May 31,  1999  has  been  audited  by
________________________, independent auditors, whose report dated July 16, 1999
about a Fund,  along with the Fund's financial  statements,  are included in the
Fund's  Annual  Report,  which is  available  at no charge upon  request.  These
financial   statements  are  incorporated  by  reference  into  the  SAI.  Other
independent auditors audited information for prior periods.


<TABLE>
          <S>                                <C>            <C>            <C>            <C>             <C>

                                                                         Net Realized

                                                                             and       Distributions     Ending
                                          Beginning Net       Net         Unrealized      from Net      Net Asset
                                           Asset Value     Investment    Gain (Loss)     Investment     Value Per
                                            Per Share        Income     on Investments     Income         Share
- --------------------------------------------------------------------------------------------------------------------
Stable Income Fund
A Shares
Year Ended May 31, 1999                       $10.31         $0.54         ($0.06)        ($0.53)        $10.26
Year Ended May 31, 1998                       $10.24         $0.58          $0.06         ($0.57)        $10.31
Year Ended May 31, 1997                       $10.20         $0.58          $0.04         ($0.58)        $10.24
May 2, 1996(e) to May 31, 1996                $10.22         $0.02           --           ($0.04)        $10.20
B Shares
Year Ended May 31, 1999                       $10.34         $0.54         ($0.02)        ($0.53)        $10.27
Year Ended May 31, 1998                       $10.24         $0.51          $0.04         ($0.49)        $10.30
Year Ended May 31, 1997                       $10.20         $0.52          $0.02         ($0.50)        $10.24
May 17, 1996(e) to May 31, 1996               $10.23         $0.02         ($0.01)        ($0.04)        $10.20
- ---------------------------------------------------------------------------------------


                                              Ratio to Average Net Assets
                                        --------------------------------------

                                              Net                                            Portfolio    Net Assets at
                                           Investment      Net        Gross        Total     Turnover     End of Period
                                             Income     Expenses   Expenses(a)   Return(b)     Rate      (000's Omitted)
- ----------------------------------------------------------------------------------------------------------------------------
Stable Income Fund
A Shares
Year Ended May 31, 1999                       5.11%(c)    0.65%(c)     0.95%(c)      4.74%     29.46%(d)             $8,559
Year Ended May 31, 1998                       5.74%(c)    0.65%(c)     0.91%(c)      6.38%     37.45%(d)             $8,561
Year Ended May 31, 1997                       5.69%        0.65%       0.87%         6.24%      41.30%              $12,451
May 2, 1996(e) to May 31, 1996                5.77%(f)    0.70%(f)     2.22%(f)      0.23%      109.95%             $16,256
B Shares
Year Ended May 31, 1999                       5.10%(c)    0.65%(c)     0.76%(c)      4.95%     29.46%(d)           $179,201
Year Ended May 31, 1998                       4.94%(c)    1.40%(c)     2.31%(c)      5.50%     37.45%(d)             $1,817
Year Ended May 31, 1997                       4.96%        1.39%       2.89%         5.43%      41.30%               $1,056
May 17, 1996(e) to May 31, 1996               5.02%(f)    1.42%(f)     3.07%(f)      0.12%      109.95%                $867
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursements and/or fee waivers.
(c)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(d)  The Portfolio Turnover Rate reflects the activity of the Portfolio in which
     the Fund invests.
(e)  Commencement of operations.
(f)  Annualized.






                                       27
<PAGE>




<TABLE>
          <S>                                <C>            <C>             <C>              <C>             <C>

                                                                         Net Realized

                                                                              and        Distributions      Ending
                                         Beginning Net        Net         Unrealized        from Net      Net Asset
                                          Asset Value     Investment      Gain (Loss)      Investment     Value Per
                                           Per Share        Income      on Investments       Income         Share
- --------------------------------------------------------------------------------------------------------------------
Intermediate Government Income Fund
A Shares
Year Ended May 31, 1999                     $11.22           $0.64          ($0.17)         ($0.65)         $11.04
Year Ended May 31, 1998                     $10.84           $0.77           $0.31          ($0.70)         $11.22
Year Ended May 31, 1997                     $10.89           $0.73          ($0.05)         ($0.73)         $10.84
May 2, 1996(c) to May 31, 1996              $10.89           $0.03            --            ($0.03)         $10.89
B Shares
Year Ended May 31, 1999                     $11.21           $0.53          ($0.13)         ($0.57)         $11.04
Year Ended May 31, 1998                     $10.83           $0.69           $0.31          ($0.62)         $11.21
Year Ended May 31, 1997                     $10.89           $0.64          ($0.05)         ($0.65)         $10.83
May 17, 1996(c) to May 31, 1996             $10.97           $0.03          ($0.08)         ($0.03)         $10.89
- ----------------------------------------------------------------------------------------


                                              Ratio to Average Net Assets
                                         -----------------------------------

                                             Net                                          Portfolio     Net Assets at
                                          Investment     Net        Gross       Total      Turnover     End of Period
                                            Income     Expenses  Expenses(a)  Return(b)      Rate      (000's Omitted)
- -----------------------------------------------------------------------------------------------------------------------------
Intermediate Government Income Fund
A Shares
Year Ended May 31, 1999                     5.76%      0.68%       0.87%       4.21%       123.61%            $18,594
Year Ended May 31, 1998                     6.35%      0.68%       0.86%      10.19%        96.76%            $14,325
Year Ended May 31, 1997                     6.58%      0.68%       0.80%       6.36%       183.05%            $13,038
May 2, 1996(c) to May 31, 1996              7.32%(d)    0.75%(d)   1.74%(d)    0.26%        74.64%            $16,562
B Shares
Year Ended May 31, 1999                     5.01%      1.43%       1.91%       3.53%       123.61%             $8,540
Year Ended May 31, 1998                     5.60%      1.43%       1.85%       9.38%        96.76%             $8,277
Year Ended May 31, 1997                     5.80%      1.42%       1.85%       5.51%       183.05%             $8,970
May 17, 1996(c) to May 31, 1996             5.56%(d)   1.35%(d)    2.65%(d)   (0.49%)       74.64%            $10,682
- ----------------------------------------------------------------------------------------

</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursements and/or fee waivers.
(c)  Commencement of operations.
(d)  Annualized.





                                       28
<PAGE>




<TABLE>
          <S>                                <C>            <C>            <C>            <C>            <C>            <C>

                                                                        Net Realized

                                                                            and          Dividends   Distributions   Ending
                                        Beginning Net       Net          Unrealized      from Net      from Net     Net Asset
                                         Asset Value     Investment     Gain (Loss)     Investment     Realized     Value Per
                                          Per Share        Income      on Investments      Income        Gain         Share
- -------------------------------------------------------------------------------------------------------------------------------
Income Fund
A Shares
Year Ended May 31, 1999                     $9.79          $0.59          ($0.31)         ($0.59)         --          $9.48
Year Ended May 31, 1998                     $9.27          $0.61           $0.52          ($0.61)         --          $9.79
Year Ended May 31, 1997                     $9.27          $0.62            --            ($0.62)         --          $9.27
Year Ended May 31, 1996                     $9.63          $0.61          ($0.36)         ($0.61)         --          $9.27
Year Ended May 31, 1995                     $9.52          $0.65           $0.11          ($0.65)         --          $9.63
Year Ended May 31, 1994                    $10.61          $0.70          ($0.83)         ($0.70)       ($0.26)       $9.52
Year Ended May 31, 1993                    $10.52          $0.77           $0.39          ($0.77)       ($0.30)      $10.61
Year Ended May 31, 1992                    $10.23          $0.82           $0.53          ($0.82)       ($0.24)      $10.52
Year Ended May 31, 1991                     $9.94          $0.89           $0.29          ($0.89)         --         $10.23
Year Ended May 31, 1990                    $10.00          $0.90          ($0.06)         ($0.90)         --          $9.94
Year Ended May 31, 1989                     $9.95          $0.79           $0.05          ($0.79)         --         $10.00
B Shares
Year Ended May 31, 1999                     $9.77          $0.52          ($0.31)         ($0.52)         --          $9.46
Year Ended May 31, 1998                     $9.26          $0.54           $0.51          ($0.54)         --          $9.77
Year Ended May 31, 1997                     $9.26          $0.55            --            ($0.55)         --          $9.26
Year Ended May 31, 1996                     $9.61          $0.54          ($0.35)         ($0.54)         --          $9.26
Year Ended May 31, 1995                     $9.51          $0.58           $0.10          ($0.58)         --          $9.61
August 5, 1993(c) to May 31, 1994          $10.67          $0.50          ($0.90)         ($0.50)       ($0.26)       $9.51
- ---------------------------------------------------------------------------------------


                                              Ratio to Average Net Assets
                                      -----------------------------------------

                                            Net                                              Portfolio     Net Assets at
                                         Investment       Net          Gross        Total     Turnover     End of Period
                                           Income       Expenses    Expenses(a)   Return(b)     Rate     (000's Omitted)
- ------------------------------------------------------------------------------------------------------------------------------
Income Fund
A Shares
Year Ended May 31, 1999                     5.98%        0.75%         1.08%        2.81%      202.22%            $13,731
Year Ended May 31, 1998                     6.29%        0.75%         1.14%       12.47%      167.09%             $7,661
Year Ended May 31, 1997                     6.59%        0.75%         1.17%        6.79%      231.00%             $5,142
Year Ended May 31, 1996                     6.33%        0.75%         1.16%        2.58%      270.17%             $5,521
Year Ended May 31, 1995                     7.02%        0.75%         1.24%        8.49%      98.83%              $6,231
Year Ended May 31, 1994                     6.72%        0.60%         1.16%       (1.58%)     26.67%              $6,177
Year Ended May 31, 1993                     7.18%        0.60%         1.10%       11.46%      87.98%             $85,252
Year Ended May 31, 1992                     7.80%        0.31%         1.08%       13.58%      84.24%             $63,973
Year Ended May 31, 1991                     8.82%        0.16%         1.11%       12.38%      61.33%             $50,138
Year Ended May 31, 1990                     8.98%        0.19%         1.13%        8.71%      43.81%             $37,932
Year Ended May 31, 1989                     8.62%        0.07%         1.10%        8.78%      48.08%             $27,939
B Shares
Year Ended May 31, 1999                     5.22%        1.50%         2.13%        2.03%      202.22%             $7,726
Year Ended May 31, 1998                     5.54%        1.50%         2.19%       11.52%      167.09%             $4,855
Year Ended May 31, 1997                     5.87%        1.50%         2.25%        6.03%      231.00%             $3,349
Year Ended May 31, 1996                     5.57%        1.50%         2.27%        1.92%      270.17%             $3,292
Year Ended May 31, 1995                     6.24%        1.50%         2.21%        7.57%      98.83%              $3,296
August 5, 1993(c) to May 31, 1994           5.82%(d)     1.33%(d)     2.08%(d)    (4.82%)(d)   26.67%              $2,605
- ---------------------------------------------------------------------------------------

</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursements and/or fee waivers.
(c)  Commencement of operations.
(d)  Annualized.






                                       29
<PAGE>






<TABLE>
<S>                                          <C>            <C>            <C>             <C>           <C>            <C>

                                                                        Net Realized

                                                                            And          Dividends   Distributions     Ending
                                         Beginning Net       Net         Unrealized      from Net       from Net      Net Asset
                                          Asset Value    Investment     Gain (Loss)     Investment      Realized      Value Per
                                           Per Share       Income      on Investments      Income         Gain          Share
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return Bond Fund

                                             $9.63          $0.56         ($0.24)         ($0.65)       ($0.22)         $9.17
                                             $9.40          $0.59          $0.28          ($0.59)       ($0.05)         $9.63
                                             $9.40          $0.60          $0.03          ($0.60)       ($0.03)         $9.40
                                             $9.73          $0.64         ($0.31)         ($0.64)       ($0.02)         $9.40
                                             $9.54          $0.67          $0.19          ($0.67)         --            $9.73
                                             $10.00         $0.27         ($0.46)         ($0.27)         --            $9.54

                                             $9.65          $0.49         ($0.24)         ($0.49)       ($0.22)         $9.19
                                             $9.42          $0.52          $0.28          ($0.52)       ($0.05)         $9.65
                                             $9.40          $0.53          $0.05          ($0.53)       ($0.03)         $9.42
                                             $9.73          $0.57         ($0.31)         ($0.57)       ($0.02)         $9.40
                                             $9.54          $0.59          $0.19          ($0.59)         --            $9.73
                                             $10.00         $0.24         ($0.46)         ($0.24)         --            $9.54
- ---------------------------------------------------------------------------------------


                                              Ratio to Average Net Assets
                                          -------------------------------------

                                            Net                                           Portfolio    Net Assets at
                                        Investment      Net         Gross       Total      Turnover    End of Period
                                          Income      Expenses   Expenses(a)  Return(b)      Rate     (000's Omitted)
- -------------------------------------------------------------------------------------------------------------------------------
Total Return Bond Fund

                                            5.85%(c)    0.75%(c)    1.38%(c)     3.26%     48.43%(d)            $1,304
                                            6.14%(c)    0.75%(c)    1.13%(c)     9.46%     134.56%(d)           $3,030
                                            6.37%       0.75%        1.31%       6.84%       55.07%             $3,086
                                            6.48%       0.76%        1.57%       3.41%       77.49%             $2,010
                                            6.94%       0.64%        2.38%       9.42%       35.19%               $599
                                            6.04%(f)    0.37%(f)    13.29%(f)  (4.64%)(f)    37.50%               $150

                                            5.13%(c)    1.50%(c)    2.31%(c)     2.49%       48.43%             $2,757
                                            5.37%(c)    1.50%(c)    2.22%(c)     8.64%     134.56%(d)           $2,648
                                            5.61%       1.49%        2.37%       6.27%       55.07%             $2,254
                                            5.75%       1.51%        2.48%       2.63%       77.49%             $2,098
                                            6.17%       1.41%        3.09%       8.59%       35.19%               $919
                                            5.40%(f)    1.11%(f)    8.29%(f)   (5.23%)(f)    37.50%               $186
- ---------------------------------------------------------------------------------------


</TABLE>









                                       30
<PAGE>





If you would like more information  about the Funds and their  investments,  you
may want to read the following documents:

Statement  of  Additional   Information.   A  Fund's   statement  of  additional
information,  or "SAI," contains  detailed  information about the Funds, such as
its investments,  management,  and  organization.  It is incorporated  into this
Prospectus by reference.

Annual  and  Semi-Annual  Reports.  Additional  Information  about  each  Fund's
investments is available in its annual and semi-annual  reports to shareholders.
In the  annual  report,  the  Fund's  portfolio  manager  discusses  the  market
conditions  and investment  strategies  that  significantly  affected the Fund's
performance during its last fiscal year.

You may obtain free copies of the SAI, annual report and  semi-annual  report by
contacting your investment  representative  or by contacting  Norwest  Advantage
Funds at 733  Marquette  Avenue,  Minneapolis,  Minnesota  55479,  or by calling
1-800- 338-1348 or 1-612-667-8833.

The Funds'  reports and statement of additional  information  are available from
the Securities and Exchange Commission in Washington, D.C. You may obtain copies
of these  documents,  upon payment of a  duplicating  fee, by writing the Public
Reference Section of the SEC, Washington D.C. 20549-6009. The scheduled hours of
operation  of the Public  Reference  Room may be  obtained by calling the SEC at
1-800-SEC-0330. Free copies of the reports and SAIs are available from the SEC's
Internet website at http:// www.sec.gov.

The SEC's Investment Company Act file number for the Funds is 811-4881.







<PAGE>






                                   Prospectus




                                 October 1, 1999


                              TAX-FREE INCOME FUND

                             COLORADO TAX-FREE FUND

                             MINNESOTA TAX-FREE FUND




























AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF NORWEST BANK MINNESOTA,  N.A. OR ANY
OTHER BANK AND IS NOT INSURED OR  GUARANTEED  BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.



The U.S.  Securities  and Exchange  Commission,  has not approved or disapproved
these  securities  or determined  whether or not this  prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.



<PAGE>



                                Table of Contents
    1. RISK/RETURN SUMMARY......................................................
    2. FEES AND EXPENSES OF THE FUNDS...........................................
    3. GLOSSARY.................................................................
    4. INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS................
       Tax-Free Income Fund.....................................................
       Colorado Tax-Free Fund...................................................
       Minnesota Tax-Free Fund..................................................
    5. OTHER CONSIDERATIONS.....................................................
    6. MANAGEMENT OF THE FUNDS..................................................
    7. CHOOSING A SHARE CLASS...................................................
    8. HOW TO BUY AND SELL SHARES...............................................
       Determination of Net Asset Value.........................................
       General Purchase Information.............................................
       Purchase Procedures......................................................
       General Redemption Information...........................................
       Redemption Procedures....................................................
       Exchanges................................................................
    9. DISTRIBUTIONS AND TAX MATTERS............................................
   10. OTHER INFORMATION........................................................
   11. FINANCIAL HIGHLIGHTS.....................................................

                                       ii

<PAGE>



RISK/RETURN SUMMARY

The following is a summary of certain key information  about the Funds. You will
find additional information about the Funds after this summary.

In this summary,  we will  identify  certain kinds of risks that apply to one or
more of the Funds. These risks are:

     o    Market Risk.  This is the risk that the value of a Fund's  investments
          will fluctuate as the stock or bond markets  fluctuate and that prices
          overall will decline or short or longer-term periods.

     o    Interest  Rate Risk.  This is the risk that changes in interest  rates
          will  affect  the value of a Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest rates may cause the value of a Fund's investments to decline.

     o    Credit  Risk.  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

     o    Management Risk. This is the risk that a Fund's manager will make poor
          choices  in  selected  securities.  All  actively  managed  Funds have
          management risk.

The  Risk/Return  Summary  includes a bar chart for each Fund showing its annual
returns and a table showing its average annual returns.  The bar chart and table
provide an  indication of the  historical  risk of an investment in each Fund by
showing:

     o    changes in the Fund's  performance from year to year over 10 years or,
          if less, the life of a Fund; and

     o    how the Fund's average annual returns for one, five and 10 years,  or,
          if  less,  the life of the  Fund,  compare  to those of a  broad-based
          securities market index.

Another  important  thing for you to note:  You may lose money by investing in a
Fund.


                                       3
<PAGE>


TAX-FREE INCOME FUND

OBJECTIVE.  The Fund's investment  objective is to produce current income exempt
from federal income taxes.

PRINCIPAL INVESTMENT STRATEGIES.  The Fund invests primarily in investment grade
municipal securities. The Fund normally invests at least 80% of its total assets
in  municipal  securities  paying  interest  exempt from federal  income  taxes,
including AMT. The Fund seeks to maintain an average  dollar-weighted  portfolio
maturity of between 10 and 20 years.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk and credit risk. The Fund's  investments in municipal  securities  have the
risk that special factors may adversely affect the value of municipal securities
and have a  significant  effect on the value of the  Fund's  investments.  These
factors include political or legislative  changes and  uncertainties  related to
the tax  status of  municipal  securities  or the rights of  investors  in these
securities.

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.

                      [EDGAR Representation of Bar Chart]

                                   1990      5.88%
                                   1991      9.41%
                                   1992      7.33%
                                   1993      9.48%
                                   1994     -4.86%
                                   1995     16.87%
                                   1996      4.74%
                                   1997     10.26%
                                   1998      6.44%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
- -1.79%.

During the periods shown in the chart,  the highest  quarterly  return was 5.85%
(for the  quarter  ended  March 31,  1995) and the lowest  quarterly  return was
- -5.50% (for the quarter ended March 31, 1994).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Lehman Brothers 10-Year Municipal Index.

                          Tax-Free        Tax-Free           Lehman Brothers
                         Income Fund     Income Fund        10-Year Municipal
Year(s)                   A Shares        B Shares                Index
1  Year                     1.65%           0.64%                 6.76%
5  Year                     5.47%           5.33%                 6.63%
Since Inception (8/1/89)    6.53%           6.28%                 7.96%(1)

(1)      For the period 7/31/89 - 12/31/98.

The Lehman Brothers 10-Year Municipal Index is ________________________.

August 6,  1993 was the  inception  date of Class B Shares of the Fund.  Returns
prior to that date are for Class A Shares, adjusted for Class B Share expenses.


                                       4
<PAGE>


COLORADO TAX-FREE FUND

OBJECTIVE.  The Fund's  investment  objective is to provide  shareholders with a
high level of current  income exempt from both federal  (including  the AMT) and
Colorado state income taxes  consistent with the  preservation  of capital.  The
Fund offers shares only to residents of Colorado.

PRINCIPAL INVESTMENT STRATEGIES. The Fund normally invests substantially all its
assets  in  investment  grade  municipal  securities  issued by (1) the state of
Colorado and its subdivisions, authorities, instrumentalities, and corporations,
and (2) territories  and  possessions of the United States.  The Fund invests at
least 80% of its total assets in municipal  securities  paying  interest  exempt
from both federal (including AMT) and Colorado state income taxes. Normally, the
Fund expects to have an average  dollar-weighted  portfolio  maturity of greater
than 10 years.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk and credit risk. The Fund's  investments in municipal  securities  have the
risk that special factors may adversely affect the value of municipal securities
and have a  significant  effect on the value of the  Fund's  investments.  These
factors include political or legislative  changes and  uncertainties  related to
the tax  status of  municipal  securities  or the rights of  investors  in these
securities.  Because  the  Fund  invests  a large  portion  of its  assets  in a
particular  state's  municipal  securities,  it is  more  vulnerable  to  events
adversely  affecting that state,  including economic,  political,  or regulatory
occurrences.

Bar Chart and Performance Information

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.

                       [EDGAR Representation of Bar Chart]

                                   1994     -5.93%
                                   1995     17.00%
                                   1996      4.88%
                                   1997     10.29%
                                   1998      6.14%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
- -2.17%.

During the periods shown in the chart,  the highest  quarterly  return was 5.64%
(for the  quarter  ended  March 31,  1995) and the lowest  quarterly  return was
- --5.49% (for the quarter ended March 31, 1994).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Lehman Brothers 10-Year Municipal Index.

                        Colorado              Colorado          Lehman Brothers
                      Tax-Free Fund         Tax-Free Fund      10-Year Municipal
Year(s)                 A Shares              B Shares               Index
1  Year                   1.36%                 0.25%                6.76%
5  Year                   5.23%                 5.08%                6.63%
Since Inception (6/1/93)  5.87%                 5.83%                6.74%(1)

(1)      For the period 5/31/93 - 12/31/98.

The Lehman Brothers 10-Year Municipal Index is _____________________________.

August 2,  1993 was the  inception  date of Class B Shares of the Fund.  Returns
prior to that date are for Class A Shares, adjusted for Class B Share expenses.


                                       5
<PAGE>


MINNESOTA TAX-FREE FUND

OBJECTIVE.  The Fund's  investment  objective is to provide  shareholders with a
high  level of current  income  exempt  from both  federal  (including  AMT) and
Minnesota state income taxes without assuming undue risk. The Fund offers shares
only to residents of Minnesota.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Fund normally invests  substantially all
(and always at least 75% of) its assets in investment grade municipal securities
issued  by (1)  the  state  of  Minnesota  and  its  subdivisions,  authorities,
instrumentalities,  and  corporations and (2) territories and possessions of the
United  States.  The Fund invests at least 80% of its total assets in securities
paying  interest  exempt from both  federal and  Minnesota  state  income  taxes
(including AMT). Normally,  the Fund expects to have an average  dollar-weighted
portfolio maturity of greater than 10 years.

PRINCIPAL  RISKS. The principal risks of investing in the Fund are interest rate
risk and credit risk. The Fund's  investments in municipal  securities  have the
risk that special factors may adversely affect the value of municipal securities
and have a  significant  effect on the value of the  Fund's  investments.  These
factors include political or legislative  changes and  uncertainties  related to
the tax  status of  municipal  securities  or the rights of  investors  in these
securities.  Because  the  Fund  invests  a large  portion  of its  assets  in a
particular  state's  municipal  securities,  it is  more  vulnerable  to  events
adversely  affecting that state,  including economic,  political,  or regulatory
occurrences.

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.


                       [EDGAR Representation of Bar Chart]

                                   1989      9.37%
                                   1990      6.35%
                                   1991      8.53%
                                   1992      7.55%
                                   1993     11.24%
                                   1994     -6.00%
                                   1995     17.21%
                                   1996      3.78%
                                   1997      9.16%
                                   1998      6.22%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
- -1.45%.

During the periods shown in the chart,  the highest  quarterly  return was 6.84%
(for the  quarter  ended  March 31,  1995) and the lowest  quarterly  return was
- --5.57% (for the quarter ended March 31, 1994).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Lehman Brothers 10-Year Municipal Index.

                          Minnesota           Minnesota        Lehman Brothers
                        Tax-Free Fund       Tax-Free Fund     10-Year Municipal
Year(s)                    A Shares           B Shares              Index
1  Year                      1.44%              0.33%               6.76%
5  Year                      4.83%              4.68%               6.63%
10 Year                      6.70%              6.36%                N/A
Since Inception (1/12/88)    6.56%              6.18%               8.22%(1)

(1)      For the period 12/31/87 - 12/31/98.

The Lehman Brothers 10-Year Municipal Index is ______________________.

August 6,  1993 was the  inception  date of Class B Shares of the Fund.  Returns
prior to that date are for Class A Shares, adjusted for Class B Share expenses.





                                       6
<PAGE>




FEES AND EXPENSES OF THE FUNDS

This  table  describes  the fees and  expenses  that you pay if you buy and hold
shares of the Funds.

<TABLE>
               <S>                                          <C>                 <C>            <C>            <C>

                                             Shareholder Transaction Expenses
                                        (fees paid directly from your investment)

                                                               A              B
                                                            Shares          Shares
- ------------------------------------------------------- ---------------- -------------
- ------------------------------------------------------- ---------------- -------------
     Maximum Sales Charge (Load) Imposed on Purchases
     (as a percentage of offering price)                     4.5%            Zero

     Maximum Deferred Sales Charge (Load)
     (as percentage of the lower of the Net Asset            Zero            5.0%
     Value ("NAV") at purchase or the NAV at
     redemption)


ANNUAL FUND OPERATING EXPENSES (1)
(expenses that are deducted from Fund assets)
                                                             TAX-FREE INCOME FUND
                                                               A               B
                                                            Shares          Shares
                                                          ------------ -- ------------
Investment Advisory Fees                                     0.50%           0.50%
Distribution (12b-1) Fees                                    0.00%           1.00%
Other Expenses(2)                                            0.48%           0.51%
Total Annual Fund Operating Expenses(3)                      0.98%           2.01%

                                                            COLORADO TAX-FREE FUND           MINNESOTA TAX-FREE FUND
                                                               A               B               A                B
                                                            Shares          Shares          Shares            Shares
                                                          ------------ -- ------------    ------------ -- ---------------
Investment Advisory Fees                                     0.50%           0.50%           0.50%            0.50%
Distribution (12b-1) Fees                                    0.00%           1.00%           0.00%            1.00%
Other Expenses(2)                                            0.52%           0.53%           0.53%            0.54%
Total Annual Fund Operating Expenses(3)                      1.02%           2.03%           1.03%            2.04%


</TABLE>

(1)  Based on amounts incurred during each Fund's fiscal year ended May 31, 1999
     stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  The Funds are subject to voluntary  fee waivers and expense  reimbursements
     that  reduce  the  operating  expenses  of the  Funds.  See  the  Financial
     Highlights  Table for information  about Fund expenses,  net of fee waivers
     and expense reimbursements.


                                       7
<PAGE>


EXAMPLE OF EXPENSES

These  examples are intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.  The examples  assume that you
invest  $10,000 in a Fund for the time periods  indicated and then redeem all of
your shares at the end of these  periods.  The example  also  assumes  that your
investment has a 5% annual return, that the fund's operating expenses remain the
same, and that distributions are reinvested.  Your actual costs may be higher or
lower than those shown.


<TABLE>
<S>                 <C>            <C>       <C>            <C>       <C>            <C>

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

                     Tax-Free Income        Colorado Tax-Free Fund    Minnesota Tax-Free Fund
                           Fund
- ---------------- ------------------------- ------------------------- --------------------------
                 ------------ ------------ ------------ ------------ ------------- ------------
                   Class A      Class B      Class A      Class B      Class A       Class B
- ----------------
                 ------------ ------------ ------------ ------------ ------------- ------------
1 YEAR              $545         $704         $549         $706          $550         $707
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------
3 YEARS              748          930          760          937          763           940
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------
5 YEARS              967         1,283         988         1,293         993          1,298
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------
10 YEARS            1,597        2,338        1,642        2,358        1,653         2,369
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------


You would pay the following expenses if you do NOT redeem your shares at the end
of the periods shown:

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

                     Tax-Free Income        Colorado Tax-Free Fund    Minnesota Tax-Free Fund
                           Fund
- ---------------- ------------------------- ------------------------- --------------------------
                 ------------ ------------ ------------ ------------ ------------- ------------
                   Class A      Class B      Class A      Class B      Class A       Class B
- ----------------
                 ------------ ------------ ------------ ------------ ------------- ------------
1 YEAR              $545         $204         $549         $206          $550         $207
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------
3 YEARS              748          630          760          637          763           640
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------
5 YEARS              967         1,083         988         1,093         993          1,098
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------
10 YEARS            1,597        2,338        1,642        2,358        1,653         2,369
- ---------------- ------------ ------------ ------------ ------------ ------------- ------------

</TABLE>





                                       8
<PAGE>




GLOSSARY

This Glossary of frequently  used terms will help you  understand the discussion
of the Funds' objectives, policies, and risks.

TERM                                  DEFINITION

AMT                                   Alternative minimum tax.

Board                                 The Board of Trustees of Norwest Advantage
                                      Funds.

CDSC                                  Contingent deferred sales charge.

Fundamental                           Requiring shareholder approval to change.

Investment Grade                      Rated  at  the  time   of  purchase  in  1
                                      of the 4  highest  long-term  or 2 highest
                                      short-term  ratings categories by an NRSRO
                                      or unrated and  determined  by the Adviser
                                      to be of comparable quality.

Municipal Security                    A  debt   security   issued   by   or   on
                                      behalf  of  the  states,  territories,  or
                                      possessions  of  the  United  States,  the
                                      District    of    Columbia    and    their
                                      subdivisions,                 authorities,
                                      instrumentalities,  and corporations, with
                                      interest exempt from federal income tax.

NRSRO                                 A nationally recognized statistical rating
                                      organization,  such as  Standard  & Poor's
                                      Corporation   that   rates    fixed-income
                                      securities by relative credit risk.

Non-Investment Grade                  Neither    rated   at    the    time    of
                                      purchase  in 1 of the 4 highest  long-term
                                      or 2 highest short-term ratings categories
                                      by an NRSRO nor unrated and  determined by
                                      the Adviser to be of comparable quality.

Related Issuers                       Issuers    of     municipal     securities
                                      that  economic,   business,  or  political
                                      developments affect in similar ways.

SEC                                   The   U.  S.   Securities   and   Exchange
                                      Commission.





                                       9
<PAGE>





INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS

This section of the  Prospectus  provides a more  complete  description  of each
Fund's  investment  objectives  and principal  strategies  and risks.  Each Fund
invests at least 80% of its total assets in municipal securities paying interest
that is exempt from federal  income tax.  There can, of course,  be no assurance
that any Fund will achieve its investment objective.

This  section  describes  risks that  affect the Funds'  portfolios  as a whole.
Certain of these risks may apply to one or more of the Funds. These risks are:

     o    Interest  Rate Risk.  This is the risk that changes in interest  rates
          will  affect  the value of a Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest rates may cause the value of a Fund's investments to decline.

     o    Credit  Risk.  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

TAX-FREE INCOME FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to produce  current income exempt from federal  income taxes.  The Fund
         invests   primarily  in  a  portfolio  of  investment  grade  municipal
         securities.  The Fund normally invests at least 80% of its total assets
         in municipal  securities  paying  interest  exempt from federal  income
         taxes, including AMT.

         The Fund  expects  to  maintain  an average  dollar-weighted  portfolio
         maturity of between 10 and 20 years,  but  portfolio  maturity may vary
         depending on market  conditions.  The Fund  emphasizes  investments  in
         municipal  securities with interest income rather than stability of the
         Fund's net asset value.

         RISK  CONSIDERATIONS.  The principal risks of investing in the Fund are
         interest rate risk and credit risk. The Fund's investments in municipal
         securities have the risk that special factors may adversely  affect the
         value of  municipal  securities  and have a  significant  effect on the
         value of the Fund's  investments.  These factors  include  political or
         legislative  changes  and  uncertainties  related  to the tax status of
         municipal securities or the rights of investors in these securities.

COLORADO TAX-FREE FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide shareholders with a high level of current income exempt from
         both federal and Colorado state income taxes (including AMT) consistent
         with the  preservation  of  capital.  The Fund  offers  shares  only to
         residents of Colorado.  The Fund normally invests substantially all its
         assets in investment grade municipal securities issued by (1) the state
         of Colorado and its subdivisions, authorities,  instrumentalities,  and
         corporations  and (2) territories and possessions of the United States.
         The  Fund  invests  at  least  80% of its  total  assets  in  municipal
         securities paying interest exempt from both federal (including AMT) and
         Colorado  state  income  taxes.  The Fund  invests in  securities  of a
         comparatively small number of issuers.

         The Fund expects that its average  dollar-weighted  portfolio  maturity
         normally  will be greater  than 10 years,  but  portfolio  maturity may
         reach or exceed 20 years.  While  the Fund  emphasizes  investments  in
         municipal securities paying interest income rather than maintaining the
         Fund's  stability of net asset value,  the Fund also  attempts to limit
         net asset value fluctuations.

         RISK  CONSIDERATIONS.  The principal risks of investing in the Fund are
         interest rate risk and credit risk. The Fund's investments in municipal
         securities have the risk that special factors may adversely  affect the
         value of  municipal  securities  and have a  significant  effect on the
         value of the Fund's  investments.  These factors  include  political or
         legislative  changes  and  uncertainties  related  to the tax status of
         municipal  securities  or the rights of investors in these  securities.
         Because  the Fund  invests a large  portion  of its assets in a smaller
         number of issuers and in a particular state's municipal securities,  it
         is more vulnerable to events adversely  affecting these issuers or that
         state, including economic, political, or regulatory occurrences.


                                       10
<PAGE>


MINNESOTA TAX-FREE FUND

         INVESTMENT  OBJECTIVES AND STRATEGIES.  The Fund's investment objective
         is to provide  shareholders  with a high level of current income exempt
         from both federal and  Minnesota  state income  taxes  (including  AMT)
         without  assuming  undue risk. The Fund offers shares only to residents
         of Minnesota.  The Fund normally invests  substantially all (and always
         at least 75% of) its assets in investment  grade  municipal  securities
         issued by (1) the state of Minnesota and its subdivisions, authorities,
         instrumentalities, and corporations and (2) territories and possessions
         of the United States. The Fund invests at least 80% of its total assets
         in securities paying interest exempt from both federal  (including AMT)
         and Minnesota state income taxes.  The Fund may invest in securities of
         a comparatively small number of issuers.

         Normally,  the Fund  maintains an average  dollar-weighted  maturity of
         greater than 10 years,  but the portfolio  maturity may reach or exceed
         20  years.  The  Fund  may  invest  up to 25% of its  total  assets  in
         non-investment  grade municipal  securities  rated in the fifth highest
         long-term  rating  category   assigned  by  an  NRSRO  or  unrated  and
         determined by the Adviser to be of comparable quality.

         RISK  CONSIDERATIONS.  The principal risks of investing in the Fund are
         interest  rate  risk  and  credit  risk.  The  Fund's   investments  in
         lower-rated securities could involve more credit risk than higher-rated
         securities.  The Fund's  investments in municipal  securities  have the
         risk that special  factors may adversely  affect the value of municipal
         securities  and have a  significant  effect on the value of the  Fund's
         investments. These factors include political or legislative changes and
         uncertainties  related to the tax status of municipal securities or the
         rights of  investors  in these  securities.  Because the Fund invests a
         large  portion  of its assets in a smaller  number of issuers  and in a
         particular  state's  municipal  securities,  it is more  vulnerable  to
         events  adversely  affecting  these  issuers or that  state,  including
         economic, political, or regulatory occurrences.

OTHER CONSIDERATIONS

DOWNGRADED SECURITIES

Each Fund may retain a security  whose rating has been lowered (or a security of
comparable quality to a security whose rating has been lowered) below the Fund's
lowest  permissible  rating  category  if the  Fund's  Adviser  determines  that
retaining the security is in the best interests of the Fund. Because a downgrade
often  results in a reduction  in the market  price of the  security,  sale of a
downgraded security may result in a loss.

TEMPORARY DEFENSIVE POSITION

To respond to adverse market,  economic,  political,  or other conditions,  each
Fund may assume a temporary  defensive position and invest without limit in cash
or cash equivalents.  When a Fund makes temporary defensive investments,  it may
not achieve its investment  objective and is likely that its shareholders may be
subject to federal and applicable state income taxes on a greater portion of the
Fund's income distributions.

PORTFOLIO TURNOVER

From  time to time,  a Fund may  engage  in active  short-term  trading  to take
advantage of price movements affecting  individual issues,  groups of issues, or
markets. Higher portfolio turnover rates may result in increased brokerage costs
and a possible  increase in short-term  capital  gains or losses.  The Financial
Highlights table lists the Funds' portfolio turnover.

YEAR 2000

Certain computer systems may not process  date-related  information  properly on
and after  January  1,  2000.  The  Adviser is  addressing  this  matter for its
systems. The Funds' other service providers have informed the Fund that they are
taking  similar  measures.  Investments  in foreign  companies are  particularly
vulnerable to Year 2000 risk because these  companies may not have the financial
resources,  technology,  or  personnel  needed to  address  Year 2000  readiness
concerns.  This matter,  if not corrected,  could adversely  affect the services
provided  to the  Fund or the  issues  in  which  the  Fund  invests  and  could
therefore, lower the value of your Fund shares.


                                       11
<PAGE>


MANAGEMENT OF THE FUNDS

INVESTMENT ADVISORY SERVICES

NORWEST INVESTMENT MANAGEMENT,  INC. is the investment adviser for each Fund. In
this capacity, Norwest makes investment decisions for and administers the Funds'
investment programs.  Norwest Investment  Management,  Inc.'s address is Norwest
Center, Sixth Street and Marquette, Minneapolis, MN 55479.

Listed below, for each Fund, are the portfolio  managers  primarily  responsible
for the day-to-day  management of the Fund's  investments.  The year a portfolio
manager  began  managing  a  Fund's  portfolio  follows  the  manager's  name in
parenthesis.  The list states the investment advisory fees payable to Norwest by
the Fund on an annualized  basis as a percentage  of a Fund's  average daily net
assets.  Descriptions of the portfolio  managers' recent  experience  follow the
list of portfolio managers and advisory fees.

TAX-FREE FIXED INCOME FUNDS


         Tax-Free Income Fund
         Portfolio Manager:               William T. Jackson, CFA (1993).
         Advisory Fee:                     0.50%


         Colorado Tax-Free Fund
         Portfolio Manager:               William T. Jackson, CFA (1993).
         Advisory Fee:                    0.50% - first $300 million; 0.46% -
                                          next $400 million; and 0.42% -balance.


         Minnesota Tax-Free Fund
         Portfolio Manager:               Patricia D. Hovanetz, CFA (1991).
         Advisory Fee:                    0.50% - first $300 million; 0.46% -
                                          next $400 million; and 0.42% -balance.

PORTFOLIO MANAGERS

PATRICIA D. HOVANETZ,  associated with Norwest or its affiliates since 1966. Ms.
Hovanetz  is a  Director-Tax-Exempt  Fixed  Income  of  Norwest.  and  has  been
associated  with  Norwest or Norwest  Bank for more than 25 years in  capacities
related to municipal bond investments.

WILLIAM T. JACKSON,  associated  with Norwest or its affiliates  since 1993. Mr.
Jackson is a Managing Director, Tax-Exempt Fixed Income of Norwest.

OTHER FUND SERVICES

The FORUM FINANCIAL GROUP of companies provide managerial,  administrative,  and
underwriting  services to the Funds.  NORWEST  BANK acts as the Funds'  transfer
agent, distribution disbursing agent, and custodian.


                                       12
<PAGE>


CHOOSING A SHARE CLASS

CLASSES OF SHARES

This Prospectus offers 2 classes of shares of the Funds. The classes, which have
different fee structures, are:

     o    A Shares:  offered  at their net asset  value  plus an  initial  sales
          charge.  A Shares do not pay  distribution  or  shareholder  servicing
          fees.

     o    B Shares:  offered at their net asset value. B Shares pay distribution
          and  shareholder  servicing fees and convert to A Shares 6 years after
          purchase. If you redeem your B Shares within 4 years of purchase,  you
          may pay a contingent  deferred sales charge.  The amount of the charge
          depends on the length of time you hold the shares.

Sales charges and fees vary considerably between a Fund's A Shares and B Shares.
After 7 years, B Shares, which have higher fees, convert to A Shares, which have
lower fees.  Consider the  differences in the classes' fee structures  carefully
before  choosing which class to purchase.  In particular,  consider how long you
intend to invest in the Fund and whether during that period the accumulated fees
and applicable  CDSCs on B Shares would be less than the initial sales charge on
A Shares. Also, consider whether you might qualify for a reduced sales charge on
A Shares and whether any difference in total expenses  between  classes would be
offset by A Shares'  higher yield.  The SAI has more  information  about ways to
qualify for reduced  sales  charges and how reduced  sales  charge  alternatives
operate.

A SHARES

The Funds  offer A Shares at their  next-determined  net  asset  value  plus the
following  initial  sales charge (no sales charge  applies to  reinvestments  of
distributions):
*
                                                 Sales Charge
                                              As a Percentage of*
Amount of Purchase                     Offering Price+       Net Amount Invested
Less than $50,000....................       4.50%                   4.71%
$50,000 to $99,999...................       4.00%                   4.17%
$100,000 to $249,000.................       3.50%                   3.63%
$250,000 to $499,999.................       2.50%                   2.56%
$500,000 to $999,000.................       2.00%                   2.04%
Over $1,000,000......................        None                    None

*Rounded to the nearest one-hundredth percent.
+The amount of the initial sales charge is included in the
offering price.

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

The Funds offer B Shares at their net asset value per share. The Funds' B Shares
have  distribution and shareholder  servicing fees of 1.00% of the average daily
net  assets  of  the  class  under  a  Rule  12b-1  distribution  plan.  Because
distribution  fees are paid out of the Funds' assets on an on-going basis,  over
time these fees will increase the cost of your investment and may cost more than
paying a front-end sales charge.

CONTINGENT  DEFERRED  SALES  CHARGE.  If you  redeem B Shares  within 8 years of
purchase,  there will be a CDSC on the redemption in the amount indicated below.
The amount of the CDSC will vary  depending  on the number of years  between the
payment for the  purchase of the shares and their  redemption.  You will pay the
CDSC on the  lesser  of the cost of the B Shares  redeemed  and  their net asset
value  upon  redemption.  The Funds do not  impose a CDSC on B Shares  purchased
through reinvestments of distributions.


YEAR SINCE PURCHASE                                         CHARGE FOR EACH FUND

First................................................                5.0%
Second...............................................                4.0%
Third................................................                3.0%
Fourth...............................................                3.0%
Fifth................................................                2.0%
Sixth................................................                1.0%
Seventh..............................................                None

The Funds will redeem shares in the manner that results in the imposition of the
lowest CDSC. The Funds will automatically  redeem shares first from any A Shares
of the Fund,  second from B Shares of the Fund acquired pursuant to reinvestment
of  distributions,  third  from B Shares of the Fund held for more than 6 years,
and fourth from the longest  outstanding B Shares of the Fund held for less than
6 years.

CONVERSION  FEATURE. B Shares will not convert into A Shares until the beginning
of the eighth year after your purchase.


                                       13
<PAGE>


HOW TO BUY AND SELL SHARES

DETERMINATION OF NET ASSET VALUE

Each Fund determines its net asset value or NAV on each Fund business day, which
is any day that the New York Stock  Exchange is open,  by dividing  the value of
its net assets  (i.e.,.  the value of its  securities  and other assets less its
liabilities) by the number of shares  outstanding at the time the  determination
is made. The Funds determine their net asset values at 4:00 p.m.,  Eastern time.
You may purchase or redeem shares at a price equal to their NAV next  determined
after receipt of your purchase order, or redemption  request in proper form plus
in the case of A Shares, any applicable sales charge, on a fund business day.

GENERAL PURCHASE INFORMATION

You may purchase shares directly or through a financial institution.  The Funds'
transfer agent processes all transactions in Fund shares.

The Funds require a minimum initial  investment of $1,000 and minimum subsequent
investments of $100.  Your shares become eligible to receive  distributions  the
Fund business day after your purchase order is received in proper form.

The Funds  reserve  the right to reject any  subscription  for the  purchase  of
shares,  including  subscriptions  by  market  timers.  You will  receive  share
certificates  for  your  shares  only  if  you  request  them  in  writing.   No
certificates are issued for fractional shares.

PURCHASE PROCEDURES

PURCHASING SHARES DIRECTLY

You may obtain an account  application by writing Norwest Advantage Funds at the
following address:

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

When you sign an application  for a new Fund account,  you are  certifying  that
your Social Security number or other taxpayer  identification  number is correct
and that you are not  subject  to backup  withholding.  If you  violate  certain
federal  income tax  provisions,  the Internal  Revenue  Service can require the
Funds to withhold 31% of your distributions and redemptions.

You must pay for your shares in U.S. dollars by check or money order drawn on an
U.S.  bank,  by bank or  federal  funds wire  transfer,  or by  electronic  bank
transfer. Cash cannot be accepted.

Call or write  the  transfer  agent if you wish to  participate  in  shareholder
services not offered on the account  application  or change  information on your
account (such as addresses).  Norwest  Advantage Funds may in the future modify,
limit, or terminate any shareholder  privilege upon  appropriate  notice and may
charge  a fee for  certain  shareholder  services,  although  no such  fees  are
currently contemplated.  You may terminate your participation in any shareholder
program by writing to Norwest Advantage Funds.

PURCHASES  BY MAIL.  You may send a check or money  order along with a completed
account  application  to Norwest  Advantage  Funds at the address  listed above.
Checks  and money  orders are  accepted  at full  value  subject to  collection.
Payment  by a check  drawn on any  member  of the  Federal  Reserve  System  can
normally be converted into federal funds within 2 business days after receipt of
the check.  Checks drawn on some non-member banks may take longer. If your check
does not clear,  the purchase  order will be canceled and you will be liable for
any losses or fees incurred by Norwest  Advantage  Funds, the transfer agent, or
the distributor.


                                       14
<PAGE>


To purchase  shares for  individual or Uniform Gift to Minors Act accounts,  you
must write a check or purchase a money order payable to Norwest Advantage Funds,
or endorse a check made out to you to Norwest  Advantage Funds. For corporation,
partnership, trust, 401(k) plan, or other non-individual type accounts, make the
check used to  purchase  shares  payable to Norwest  Advantage  Funds.  No other
methods of payment by check will be accepted for these types of accounts.

PURCHASES BY BANK WIRE. You must first  telephone  the Funds'  transfer agent at
1-612-667-8833  or  1-800-338-1348  to obtain an account number before making an
initial  investment in a Fund by bank wire. Then instruct your bank to wire your
money immediately to:

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)

Complete  and mail the account  application  promptly.  Your bank may charge for
transmitting  the money by wire. The Funds do not charge for the receipt of wire
transfers.  The Funds treat payment by bank wire as a federal funds payment when
received.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may purchase and redeem shares through certain  broker-dealers,  banks,  and
other  financial  institutions.  When you  purchase  a Fund's  shares  through a
financial institution, the shares may be held in your name or in the name of the
financial institution.  Subject to your institution's  procedures,  you may have
Fund shares held in the name of your financial institution transferred into your
name.  If your shares are held in the name of your  financial  institution,  you
must contact the financial  institution on matters  involving your shares.  Your
financial  institution may charge you for purchasing,  redeeming,  or exchanging
shares.

SUBSEQUENT PURCHASES OF SHARES

You may make subsequent purchases by mailing a check, by sending a bank wire, or
through a financial  institution as indicated above. All payments should clearly
indicate your name and account number.

GENERAL REDEMPTION INFORMATION

You may redeem Fund shares as of the next  determination of the Fund's net asset
value following receipt by the transfer agent of your redemption order in proper
form  subject to, in the case of B Shares,  a CDSC  imposed on most  redemptions
made within 4 years of  purchase.  Redeemed  shares are not  entitled to receive
distributions after the day on which the redemption is effective.

Normally,  redemption  proceeds  are paid  immediately  following  receipt  of a
redemption  order in proper form. In any event,  you will be paid within 7 days,
unless:  (1) your bank has not cleared the check to purchase  the shares  (which
may take up to 15 days);  (2) the New York Stock  Exchange is closed (or trading
is restricted) for any reason other than normal weekend or holiday closings; (3)
there is an  emergency  in which  it is not  practical  for the Fund to sell its
portfolio  securities or for the Fund to determine  its net asset value;  or (4)
the SEC deems it inappropriate for redemption proceeds to be paid. You can avoid
the delay of waiting for your bank to clear your check by paying for shares with
wire transfers.  Unless otherwise  indicated,  redemption  proceeds normally are
paid by check mailed to your record address.

To protect  against  fraud,  the  following  must be in writing with a signature
guarantee:  (1)  endorsement on a share  certificate;  (2) instruction to change
your  record  name;  (3)  modification  of a  designated  bank  account for wire
redemptions; (4) instruction regarding an Automatic Investment Plan or Automatic
Withdrawal  Plan;  (5)  distribution   elections;   (6)  election  of  telephone
redemption  privileges;   (7)  election  of  exchange  or  other  privileges  in
connection  with your account;  (8) written  instruction  to redeem shares whose
value exceeds $50,000; (9) redemption in an account when the account address has
changed within the last 30 days; (10) redemption when the proceeds are deposited
in a Norwest Advantage Funds account under a different account registration; and
(11) the payment of redemption  proceeds to any address,  person, or account for
which there are not established standing instructions.


                                       15
<PAGE>


You  may  obtain  signature   guarantees  at  any  of  the  following  types  of
organizations:  authorized banks, broker-dealers, national securities exchanges,
credit  unions,  savings  associations,  or  other  eligible  institutions.  The
specific institution  providing the guarantee must be acceptable to the transfer
agent. Whenever a signature guarantee is required,  the signature of each person
required to sign for the account must be guaranteed.

The Funds and the transfer agent will use  reasonable  procedures to verify that
telephone requests are genuine,  including recording telephone  instructions and
sending written confirmations of the transactions. Such procedures are necessary
because  the  Funds  and  transfer  agent  could be  liable  for  losses  due to
unauthorized  or  fraudulent  telephone  instructions.  You  should  verify  the
accuracy of a  telephone  instruction  as soon as you  receive the  confirmation
statement.  Telephone  redemption and exchanges may be difficult to implement in
times of drastic  economic or market  changes.  If you cannot reach the transfer
agent by telephone, you may mail or hand-deliver requests to the transfer agent.

Because of the cost of maintaining smaller accounts, Norwest Advantage Funds may
redeem, upon not less than 60 days' written notice, any account with a net asset
value of less than $1,000 immediately following any redemption.

REDEMPTION PROCEDURES

If you have invested  directly in a Fund you may redeem your shares as described
below.  If you have  invested  through a  financial  institution  you may redeem
shares  through  the  financial  institution.  If you wish to  redeem  shares by
telephone or receive  redemption  proceeds by bank wire you should  complete the
appropriate  sections of the account  application.  These  privileges may not be
available  until several weeks after the  application  is received.  You may not
redeem shares by telephone if you have certificates for those shares.

REDEMPTION BY MAIL.  You may redeem  shares by sending a written  request to the
transfer agent accompanied by any share  certificate you have been issued.  Sign
all requests and endorse all certificates with signature guaranteed.

REDEMPTION BY TELEPHONE.  If you have elected telephone  redemption  privileges,
you may redeem shares by  telephoning  the transfer agent at  1-800-338-1348  or
1-612-667-8833 and providing your shareholder  account number, the exact name in
which the  shares  are  registered,  and your  Social  Security  number or other
taxpayer  identification  number.  Norwest  Advantage Funds will mail a check to
your record address or, if you have chosen wire redemption privileges,  wire the
proceeds.

REDEMPTION BY BANK WIRE. If you have elected wire redemption privileges, you may
request a Fund to  transmit  redemption  proceeds of more than $5,000 by federal
funds wire to a bank  account  you have  designated  in  writing.  You must have
chosen the  telephone  redemption  privilege  to  request  bank  redemptions  by
telephone.  Redemption  proceeds  are wired on the Fund  business  day after the
transfer agent receives a redemption request in proper form.

EXCHANGES

You may exchange A Shares and B Shares for A Shares and B Shares,  respectively,
of the Funds and of other  funds of Norwest  Advantage  Funds  that offer  those
classes of shares.  You may also exchange A Shares and B Shares for some classes
of certain  money market  funds of Norwest  Advantage  Funds.  Call or write the
transfer  agent for both a list of funds that  offer  shares  exchangeable  with
those of the Funds and for prospectuses of those funds.

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.

The Funds do not charge for  exchanges,  and there is  currently no limit on the
number of exchanges you may make. The Funds,  however, may limit your ability to
exchange  shares if you  exchange too often.  Exchanges  are subject to the fees
(other than CDSCs) charged by, and the limitations (including minimum investment
restrictions) of, the fund into which you are exchanging.

You may only  exchange  shares into a  pre-existing  account if that  account is
identically registered. You must submit a new account application if you wish to
exchange  shares  into an  account  registered  differently  or  with  different
shareholder privileges.  You may exchange into a fund only if that fund's shares
legally may be sold in your state of residence.

The Funds and federal tax law treat an exchange as a  redemption  and a purchase
of shares.  The Funds may amend or  terminate  exchange  procedures  on 60 days'
notice.

SALES CHARGES.  The Funds deem A Shares  acquired  through the  reinvestment  of
distributions  to have been  acquired  with a sales  charge equal to the maximum
sales charge of the Fund.


                                       16
<PAGE>


You may  exchange  B Shares  without  paying a CDSC.  If you  redeem  shares you
received in an exchange,  the CDSC will be calculated as if you never  exchanged
the B Shares you originally  purchased.  B Shares  acquired  through an exchange
will convert to A Shares when the B Shares originally purchased would convert to
A Shares.

SALES CHARGE REDUCTION PROGRAM ENHANCEMENTS:

A SHARES
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  available.  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.  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
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.

EXCHANGES BY MAIL. You may make an exchange by sending a written  request to the
transfer  agent  accompanied  by any  share  certificates  for the  shares to be
exchanged. Sign all written requests and endorse all certificates with signature
guaranteed.

EXCHANGES BY TELEPHONE. If you have telephone exchange privileges,  you may make
a  telephone  exchange  by  calling  the  transfer  agent at  1-800-338-1348  or
1-612-667-8833  and  giving  your  account  number,  the exact name in which the
shares  are  registered,  and your  Social  Security  number  or other  taxpayer
identification number.

DISTRIBUTIONS AND TAX MATTERS

DISTRIBUTIONS

Distributions of net investment income are declared daily and paid monthly. Each
Fund's net capital gain, if any, is distributed at least annually.

You have 3 choices for receiving  distributions:  the Reinvestment  Option,  the
Cash Option, and the Directed Dividend Option.

o    Under  the   Reinvestment   Option,   all   distributions  of  a  Fund  are
     automatically   invested  in  additional  shares  of  that  Fund.  You  are
     automatically assigned this option unless you select another option.

o    Under the Cash Option, you are paid all distributions in cash.

o    Under the Directed  Dividend Option, if you own $10,000 or more of a Fund's
     shares  in a  single  account,  you  can  have  that  Fund's  distributions
     reinvested in shares of another fund of Norwest  Advantage  Funds.  Call or
     write the transfer agent for more information  about the Directed  Dividend
     Option.

All distributions are treated in the same manner for federal income tax purposes
whether  received in cash or reinvested in shares of a Fund.  All  distributions
reinvested  in a Fund are  reinvested  at the Fund's  net asset  value as of the
payment date of the distribution.

TAX MATTERS

The Funds are  managed  so that they do not owe  federal  income or excise  tax.
Generally,  you will not be subject to federal income tax on distributions  paid
by a Fund out of tax-exempt interest income earned by the Fund ("exempt-interest
distributions").  If you use,  or are  related to someone  who uses,  facilities
financed by private  activity  securities  held by a Fund, you may be subject to
federal  income tax on your pro rata  share of the  interest  income  from those
securities  and  should  consult  your tax  adviser  before  purchasing  shares.
Interest  on  certain  private  activity  bonds  is  treated  as an  item of tax
preference  for  purpose  of  the  federal  AMT  imposed  on   individuals   and
corporations.  In addition,  exempt-interest  distributions  are included in the
"adjusted current earnings" of corporations for AMT purposes.


                                       17
<PAGE>


As noted  above,  the Funds may invest a portion of their  assets in  securities
that  generate  income that is not exempt  from  federal  income  tax.  Further,
capital  gains,   if  any,   distributed  by  the  Funds  are  subject  to  tax.
Distributions  of net capital gain (i.e.,  the excess of net  long-term  capital
gain over net  short-term  capital loss) are taxable as long-term  capital gain.
Distributions  paid by a Fund out of its interest  income that is not tax-exempt
and  its  net   short-term   capital  gain  are  taxable  as  ordinary   income.
Distributions  reduce  the  net  asset  value  of a Fund  by the  amount  of the
distribution  paid by the Fund.  Further,  a distribution made shortly after you
purchase shares,  although in effect a return of capital to you, is taxable.  If
shares are sold at a loss after  being held for 6 months or less,  the loss will
be disallowed to the extent of any  exempt-interest  dividends received on those
shares  and  then  treated  as  long-term  capital  loss  to the  extent  of any
distribution  of net capital gain received on those shares.  If you borrow money
to purchase or carry shares of a Fund,  the  interest on your debt  generally is
not deductible for federal income tax purposes.

TAX-FREE  INCOME  FUND.  The federal  income tax  exemption  on  exempt-interest
distributions  does not  necessarily  result in an exemption under the income or
other tax laws of any state or local  taxing  authority.  You may be exempt from
state and local taxes on  distributions  of tax-exempt  interest  income derived
from  obligations of the state and/or  municipalities  of the state in which you
reside. You may, however, be subject to tax on income derived from the municipal
securities  of other  jurisdictions.  Consult  your tax adviser  concerning  the
application  of state and local taxes to investments in the Fund that may differ
from the federal income tax consequences described above.

COLORADO  TAX-FREE FUND. It is anticipated that  substantially all of the exempt
interest  distributions  paid by the Fund to  individuals  will be  exempt  from
Colorado  personal  income  tax.  Distributions  made by the  Fund  to  Colorado
individuals,  trusts,  estates,  and corporations subject to the Colorado income
tax  generally  will be treated  for  Colorado  income tax  purposes in the same
manner as they are treated for federal income tax purposes. Some differences may
arise for  taxpayers  subject to the AMT because  interest  on Colorado  private
activity  bonds is not a  preference  item for  Colorado  income  tax  purposes.
Furthermore,  Colorado has no  corporate  AMT.  Because the Fund may,  except as
indicated,   purchase  only   Colorado   municipal   securities,   none  of  the
exempt-interest  distributions  paid by the Fund  will be  subject  to  Colorado
income tax.

MINNESOTA  TAX-FREE FUND. It is anticipated that substantially all of the exempt
interest  distributions  paid by the Fund to  individuals  will be  exempt  from
Minnesota personal income tax. Interest earned on Minnesota municipal securities
is generally excluded from gross income for Minnesota state income tax purposes,
while  interest  earned on  securities  issued by  municipal  issuers from other
states is not excluded.  At least 95% of the exempt-interest  distributions paid
by the Fund must be derived from Minnesota municipal securities in order for any
portion of the exempt-interest  distributions paid by the Fund to be exempt from
the Minnesota  personal income tax.  Exempt-interest  distributions  paid by the
Fund to shareholders  that are corporations  are subject to Minnesota  franchise
tax.

Under  Minnesota  law, if the  difference in state income tax treatment  between
Minnesota municipal  securities and the municipal securities of issuers in other
states  should be  judicially  determined  to  discriminate  against  interstate
commerce,  the  Minnesota  legislature  has  expressed  its  intention  that the
discrimination be remedied by adding interest on Minnesota municipal  securities
to the taxable income of Minnesota  residents.  This treatment  would begin with
the  taxable  years that begin  during the  calendar  year in which the  court's
decision  is  final.  If the  interest  on  Minnesota  municipal  securities  is
determined in general to be taxable  income for  Minnesota  income tax, the Fund
will  consider  what actions are to be taken in light of its current  investment
objectives and investment policies.

The Minnesota AMT on resident  individuals  is based in part on their income for
purposes of the federal AMT.  Accordingly,  individual  shareholders of the Fund
may be subject to the Minnesota AMT on exempt-interest distributions paid by the
Fund which are attributable to interest  received by the Fund on certain private
activity securities, even though those distributions are exempt from the regular
Minnesota personal income tax.


                                       18
<PAGE>


OTHER INFORMATION

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  the November 1998
merger of Wells Fargo & Company and Norwest Corporation. Norwest Advantage Funds
presented each proposed fund reorganization to the fund's shareholders for their
approval at a special shareholders' meeting that was held in August 1999.

The  shareholders  of each of the  Norwest  Advantage  Funds  approved  the fund
reorganizations  and each of the Norwest  Advantage Funds will reorganize into a
corresponding  Wells  Fargo  Funds  Trust  portfolio  as  approved by the funds'
shareholders.

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.

The funds'  reorganizations  are   expected  to be  tax-free  transactions.  The
reorganizations will not trigger any sales charges.

If you have any questions you should call 1-800-394-0736.





                                       19
<PAGE>




FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you understand  each Fund's
financial  performance for the Fund's  operating  history.  Certain  information
reflects  financial  results for a single Fund share.  The total  returns in the
table  represent the rate that an investor would have earned on an investment in
the Fund, assuming reinvestment of all distributions.  The information from June
1, 1994 through May 31, 1999 has been audited by __________________, independent
auditors,  whose report dated July 16, 1999 about a Fund,  along with the Fund's
financial  statements,  are  included  in the  Fund's  Annual  Report,  which is
available at no charge upon request. These financial statements are incorporated
by reference into the SAI. Other  independent  auditors audited  information for
prior periods.

<TABLE>
          <S>                                <C>                 <C>            <C>            <C>            <C>            <C>
                                                                          Net Realized

                                                                              and         Distributions  Distributions    Ending
                                         Beginning Net        Net          Unrealized       from Net       from Net      Net Asse
                                          Asset Value      Investment     Gain (Loss)      Investment      Realized      Value Per
                                           Per Share         Income      on Investments       Income         Gain          Share
- ------------------------------------------------------------------------------------------------------------------------------------
Tax-Free Income Fund
A Shares
Year Ended May 31, 1999                      $10.54          $0.52          ($0.10)          ($0.51)        ($0.01)       $10.44
Year Ended May 31, 1998                      $10.05          $0.53           $0.49           ($0.53)          --          $10.54
Year Ended May 31, 1997                      $9.78           $0.54           $0.27           ($0.54)          --          $10.05
Year Ended May 31, 1996                      $9.82           $0.55          ($0.04)          ($0.55)          --           $9.78
Year Ended May 31, 1995                      $9.60           $0.55           $0.22           ($0.55)          --           $9.82
Year Ended May 31, 1994                      $10.06          $0.58          ($0.39)          ($0.58)        ($0.07)        $9.60
Year Ended May 31, 1993                      $9.98           $0.66           $0.11           ($0.66)        ($0.03)       $10.06
Year Ended May 31, 1992                      $9.95           $0.70           $0.04           ($0.70)        ($0.01)        $9.98
Year Ended  May 31, 1991                     $9.78           $0.70           $0.17           ($0.70)          --           $9.95
August 1, 1989 to May 31, 1990(c)            $10.00          $0.57          ($0.22)          ($0.57)          --           $9.78
B Shares
Year Ended May 31, 1999                      $10.54          $0.44          ($0.10)          ($0.43)        ($0.01)       $10.44
Year Ended May 31, 1998                      $10.05          $0.46           $0.48           ($0.45)          --          $10.54
Year Ended May 31, 1997                      $9.78           $0.46           $0.27           ($0.46)          --          $10.05
Year Ended May 31, 1996                      $9.82           $0.48          ($0.04)          ($0.48)          --           $9.78
Year Ended May 31, 1995                      $9.60           $0.48           $0.22           ($0.48)          --           $9.82
August 6, 1993 to May 31, 1994(c)            $10.17          $0.39          ($0.50)          ($0.39)        ($0.07)        $9.60
- -----------------------------------------------------------------------------------------

                                           Ratio to Average Net Assets
                                        ------------------------------------

                                            Net                                         Portfolio     Net Assets at
                                        Investment     Net        Gross        Total     Turnover      End of Period
                                          Income     Expenses  Expenses(a)   Return(b)     Rate      (000's Omitted)
- ------------------------------------------------------------------------------------------------------------------------
Tax-Free Income Fund
A Shares
Year Ended May 31, 1999                    4.81%      0.60%       0.98%        4.04%       105.53%              $43,388
Year Ended May 31, 1998                    5.09%      0.60%       0.99%       10.33%       142.81%              $35,121
Year Ended May 31, 1997                    5.41%      0.50%       1.06%        8.43%       152.33%              $29,217
Year Ended May 31, 1996                    5.54%      0.40%       1.06%        5.29%       126.20%              $33,914
Year Ended May 31, 1995                    5.87%      0.60%       1.12%        8.42%       130.90%              $30,786
Year Ended May 31, 1994                    5.77%      0.60%       1.14%        1.74%       116.54%              $34,426
Year Ended May 31, 1993                    6.47%      0.60%       1.12%        7.86%        42.81%             $109,983
Year Ended May 31, 1992                    7.03%      0.34%       1.14%        7.65%        73.66%              $56,250
Year Ended  May 31, 1991                   7.09%      0.14%       1.08%        9.16%       101.11%              $35,215
August 1, 1989 to May 31, 1990(c)         6.96%(d)    0.03%(d)    0.97%(d)    4.34%(d)       41.16%             $17,439
B Shares
Year Ended May 31, 1999                    4.05%      1.35%       2.01%        3.26%       105.53%              $17,973
Year Ended May 31, 1998                    4.31%      1.35%       2.05%        9.52%       142.81%              $11,070
Year Ended May 31, 1997                    4.64%      1.26%       2.15%        7.63%       152.33%               $7,329
Year Ended May 31, 1996                    4.77%      1.14%       2.21%        4.50%       126.20%               $5,897
Year Ended May 31, 1995                    5.05%      1.35%       2.21%        7.61%       130.90%               $3,729
August 6, 1993 to May 31, 1994(c)        4.76%(d)    1.31%(d)    2.24%(d)       (0.98%)    116.54%               $2,674
- -----------------------------------------------------------------------------------------
</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursement sand fee waivers.
(c)  Commencement  of operations;  the original class of shares became A Shares.
     became A Shares.  The Fund  commenced the offering of B Shares on August 6,
     1993.
(d)  Annualized.





                                       20
<PAGE>




<TABLE>
<S>                                          <C>            <C>             <C>                <C>            <C>             <C>

                                                                          Net Realized

                                                                              and         Distributions  Distributions    Ending
                                         Beginning Net        Net          Unrealized       from Net       from Net      Net Asset
                                          Asset Value     Investment      Gain (Loss)      Investment      Realized      Value Per
                                           Per Share        Income       on Investments       Income         Gain          Share
- ------------------------------------------------------------------------------------------------------------------------------------
Colorado Tax-Free Fund
A Shares
Year Ended May 31, 1999                     $10.69           $0.51          ($0.10)          ($0.51)        ($0.04)       $10.55
Year Ended May 31, 1998                     $10.22           $0.53           $0.47           ($0.53)          --          $10.69
Year Ended May 31, 1997                      $9.89           $0.54           $0.33           ($0.54)          --          $10.22
Year Ended May 31, 1996                      $9.90           $0.53          ($0.01)          ($0.53)          --           $9.89
Year Ended May 31, 1995                      $9.69           $0.48           $0.21           ($0.48)          --           $9.90
Year Ended May 31, 1994(c)                  $10.00           $0.51          ($0.30)          ($0.51)        ($0.01)        $9.69
B Shares
Year Ended May 31, 1999                     $10.71           $0.43          ($0.11)          ($0.43)        ($0.04)       $10.56
Year Ended May 31, 1998                     $10.23           $0.45           $0.48           ($0.45)          --          $10.71
Year Ended May 31, 1997                      $9.90           $0.47           $0.33           ($0.47)          --          $10.23
Year Ended May 31, 1996                      $9.91           $0.46          ($0.01)          ($0.46)          --           $9.90
Year Ended May 31, 1995                      $9.70           $0.41           $0.21           ($0.41)          --           $9.91
August 6, 1993 to May 31, 1994(c)           $10.04           $0.35          ($0.33)          ($0.35)        ($0.01)        $9.70
- -----------------------------------------------------------------------------------------

                                           Ratio to Average Net Assets
                                     ------------------------------------

                                       Net                                          Portfolio     Net Assets at
                                    Investment     Net        Gross       Total     Turnover      End of Period
                                      Income    Expenses   Expenses(a)  Return(b)     Rate       (000's Omitted)
- -------------------------------------------------------------------------------------------------------------------
Colorado Tax-Free Fund
A Shares
Year Ended May 31, 1999               4.71%       0.60%       1.02%       3.79%      76.62%                $39,958
Year Ended May 31, 1998               5.00%       0.60%       1.04%       9.96%      69.87%                $34,254
Year Ended May 31, 1997               5.36%       0.45%       1.14%       9.00%      129.26%               $27,806
Year Ended May 31, 1996               5.30%       0.30%       1.13%       5.35%      171.41%               $26,991
Year Ended May 31, 1995               5.10%       0.30%       1.15%       7.47%      47.88%                $25,997
Year Ended May 31, 1994(c)            4.94%       0.07%       1.23%       2.02%      40.92%                $31,724
B Shares
Year Ended May 31, 1999               3.96%       1.35%       2.03%       2.92%      76.62%                $10,909
Year Ended May 31, 1998               4.24%       1.35%       2.04%       9.25%      69.87%                 $9,156
Year Ended May 31, 1997               4.60%       1.20%       2.15%       8.19%      129.26%                $7,218
Year Ended May 31, 1996               4.64%       1.05%       2.16%       4.56%      171.41%                $6,400
Year Ended May 31, 1995               4.32%       1.05%       2.16%       6.67%      47.88%                 $5,198
August 6, 1993 to May 31, 1994(c)    4.08%(d)   0.85%(d)     2.24%(d)     0.27%      40.92%                 $4,494
- -----------------------------------------------------------------------------------------
</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursement and/or fee waivers.
(c)  Commencement of operations; the original class of shares became A Shares.
(d)  Annualized.





                                       21
<PAGE>



<TABLE>
<S>                                               <C>            <C>            <C>            <C>                 <C>       <C>


                                                                             Net Realized

                                                                                  and        Distributions   Distributions  Ending
                                             Beginning Net        Net         Unrealized        from Net       from Net    Net Asset
                                              Asset Value     Investment      Gain (Loss)      Investment      Realized    Value Per
                                               Per Share        Income      on Investments       Income          Gain        Share
- ------------------------------------------------------------------------------------------------------------------------------------
Minnesota Tax-Free Fund
A Shares
Year Ended May 31, 1999                         $11.05           $0.51          ($0.08)         ($0.51)         ($0.01)       $10.96
Year Ended May 31, 1998                         $10.57           $0.53           $0.48          ($0.53)           --          $11.05
Year Ended May 31, 1997                         $10.30           $0.54           $0.27          ($0.54)           --          $10.57
Year Ended May 31, 1996                         $10.45           $0.56          ($0.15)         ($0.56)           --          $10.30
Year Ended May 31, 1995                         $10.15           $0.53           $0.30          ($0.53)           --          $10.45
Year Ended May 31, 1994                         $10.65           $0.53          ($0.31)         ($0.53)         ($0.19)       $10.15
Year Ended May 31, 1993                         $10.27           $0.55           $0.39          ($0.55)         ($0.01)       $10.65
December 1, 1991 to May 31, 1992                $10.20           $0.30           $0.11          ($0.30)         ($0.04)       $10.27
Year Ended November 30, 1991                    $10.15           $0.61           $0.12          ($0.61)         ($0.07)       $10.20
Year Ended November 30, 1990                    $10.14           $0.62           $0.02          ($0.62)         ($0.01)       $10.15
Year Ended November 30, 1989                     $9.78           $0.62           $0.36          ($0.62)           --          $10.14
January 12, 1988 to November 30, 1988(d)        $10.00           $0.55          ($0.22)         ($0.55)           --           $9.78
B Shares
Year Ended May 31, 1999                         $11.05           $0.43          ($0.08)         ($0.43)         ($0.01)       $10.96
Year Ended May 31, 1998                         $10.57           $0.45           $0.48          ($0.45)           --          $11.05
Year Ended May 31, 1997                         $10.30           $0.46           $0.27          ($0.46)           --          $10.57
Year Ended May 31, 1996                         $10.44           $0.48          ($0.14)         ($0.48)           --          $10.30
Year Ended May 31, 1995                         $10.15           $0.45           $0.29          ($0.45)           --          $10.44
August 6, 1993 to May 31, 1994(d)               $10.77           $0.35          ($0.43)         ($0.35)         ($0.19)       $10.15

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

                                                   Ratio to Average Net Assets
                                              ------------------------------------

                                                 Net                                         Portfolio     Net Assets at
                                             Investment     Net        Gross       Total     Turnover      End of Period
                                               Income    Expenses   Expenses(a)  Return(b)     Rate       (000's Omitted)
- ----------------------------------------------------------------------------------------------------------------------------
Minnesota Tax-Free Fund
A Shares
Year Ended May 31, 1999                        4.61%       0.60%       1.03%       3.96%      24.84%                $38,255
Year Ended May 31, 1998                        4.83%       0.60%       1.07%       9.71%      68.27%                $33,597
Year Ended May 31, 1997                        5.11%       0.60%       1.21%       7.98%      96.68%                $25,739
Year Ended May 31, 1996                        5.26%       0.48%       1.26%       3.97%      77.10%                $26,610
Year Ended May 31, 1995                        5.25%       0.49%       1.61%       8.55%      139.33%               $15,559
Year Ended May 31, 1994                        4.92%       0.61%       1.52%       1.94%      84.23%                $10,008
Year Ended May 31, 1993                        5.13%       0.75%       1.79%       9.35%      44.29%                $10,852
December 1, 1991 to May 31, 1992               5.86%(c)   0.90%(c)     2.38%(c)    8.10%(c)    6.70%                 $4,896
Year Ended November 30, 1991                   6.01%       0.90%       2.63%       7.40%      37.32%                 $4,575
Year Ended November 30, 1990                   6.21%       0.90%       2.37%       6.50%      30.86%                 $4,243
Year Ended November 30, 1989                   6.21%       0.90%       1.70%       10.30%     26.31%                 $5,309
January 12, 1988 to November 30, 1988(d)      6.51%(c)   0.76%(c)     1.47%(c)    4.03%(c)    32.34%                 $5,904
B Shares
Year Ended May 31, 1999                        3.85%       1.35%       2.04%       3.18%      24.84%                $21,493
Year Ended May 31, 1998                        4.07%       1.35%       2.08%       8.89%      68.27%                $16,549
Year Ended May 31, 1997                        4.35%       1.34%       2.21%       7.18%      96.68%                $11,128
Year Ended May 31, 1996                        4.51%       1.23%       2.29%       3.28%      77.10%                 $8,825
Year Ended May 31, 1995                        4.52%       1.21%       2.62%       7.63%      139.33%                $5,090
August 6, 1993 to May 31, 1994(d)              3.99%(c)   1.31%(c)     2.45%(c)                84.23%                $2,485

- --------------------------------------------------------------------------------------------
</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not reflect the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursement and fee waivers.
(c)  Annualized.
(d)  Commencement of operations; the original class of shares became A Shares.





                                       22
<PAGE>





If you would like more information  about the Funds and their  investments,  you
may want to read the following documents:

Statement  of  Additional   Information.   A  Fund's   statement  of  additional
information,  or "SAI," contains  detailed  information about the Funds, such as
its investments,  management,  and  organization.  It is incorporated  into this
Prospectus by reference.

Annual  and  Semi-Annual  Reports.  Additional  information  about  each  Fund's
investments is available in its annual and semi-annual  reports to shareholders.
In the  annual  report,  the  Fund's  portfolio  manager  discusses  the  market
conditions  and investment  strategies  that  significantly  affected the Fund's
performance during its last fiscal year.

You may obtain free copies of the SAI, annual report, and semi-annual report, or
make   inquiries   concerning   the  Funds,   by  contacting   your   investment
representative or by contacting Norwest Advantage Funds at 733 Marquette Avenue,
Minneapolis, Minnesota 55479 or by calling 1-800- 338-1348 or 1-612-667-8833.

The Funds'  reports  and SAI are  available  from the  Securities  and  Exchange
Commission in Washington,  D.C. You may obtain copies of these  documents,  upon
payment of a  duplicating  fee, by writing the Public  Reference  Section of the
SEC, Washington D.C. 20549-6009.  The scheduled hours of operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Free copies
of the reports and SAIs are available from the SEC's Internet website at http://
www.sec.gov.

The SEC's Investment Company Act file number for the Funds is 811-4881.











<PAGE>







                                   PROSPECTUS

                                 October 1, 1999






                              GROWTH BALANCED FUND


                               INCOME EQUITY FUND


                           VALUGROWTH (SM) STOCK FUND


                             DIVERSIFIED EQUITY FUND


                               GROWTH EQUITY FUND


                            LARGE COMPANY GROWTH FUND


                           DIVERSIFIED SMALL CAP FUND


                            SMALL COMPANY STOCK FUND


                          SMALL CAP OPPORTUNITIES FUND


                               INTERNATIONAL FUND










AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF NORWEST BANK MINNESOTA,  N.A. OR ANY
OTHER BANK AND IS NOT INSURED OR  GUARANTEED  BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION, OR ANY OTHER GOVERNMENT AGENCY.



The Securities and Exchange  Commission,  has not approved or disapproved  these
securities or determined whether or not this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.













                                    Table of Contents

        1. RISK/RETURN SUMMARY........................................
        2. FEES AND EXPENSES OF THE FUNDS.............................
        3. GLOSSARY...................................................
        4. INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS
           Growth Balanced Fund.......................................
           Income Equity Fund.........................................
           ValuGrowth Stock Fund......................................
           Diversified Equity Fund....................................
           Growth Equity Fund.........................................
           Large Company Growth Fund..................................
           Diversified Small Cap Fund.................................
           Small Company Stock Fund...................................
           Small Cap Opportunities Fund...............................
           International Fund.........................................
           Portfolio Descriptions.....................................
        5. OTHER CONSIDERATIONS.......................................
        6. MANAGEMENT OF THE FUNDS....................................
        7. CHOOSING A SHARE CLASS.....................................
        8. HOW TO BUY AND SELL SHARES.................................
           Determination of Net Asset Value
           General Purchase Information...............................
           Purchasing Shares Directly.................................
           Purchasing Shares Through Financial Institutions...........
           General Redemption Information.............................
           Redemption Procedures......................................
           Exchanges..................................................
        9. DISTRIBUTIONS AND TAX MATTERS..............................
       10. OTHER INFORMATION..........................................
       11. FINANCIAL HIGHLIGHTS.......................................








                                       2
<PAGE>




RISK/RETURN SUMMARY

The following is a summary of certain key information  about the Funds. You will
find additional information about the Funds after this summary.

In this summary,  we will  identify  certain kinds of risks that apply to one or
more of the Funds. These risks are:

     o    Market Risk.  This is the risk that the value of a Fund's  investments
          will fluctuate as the stock or bond markets  fluctuate and that prices
          overall will decline or short or longer-term periods.

     o    Interest  Rate Risk.  This is the risk that changes in interest  rates
          will  affect  the value of a Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest rates may cause the value of a Fund's investments to decline.

     o    Credit  Risk.  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

     o    Management Risk. This is the risk that a Fund's manager will make poor
          choices  in  selected  securities.  All  actively  managed  Funds have
          management risk.

The  Risk/Return  Summary  includes a bar chart for each Fund showing its annual
returns and a table showing its average annual returns.  The bar chart and table
provide an  indication of the  historical  risk of an investment in each Fund by
showing:

     o    changes in the Fund's  performance from year to year over 10 years or,
          if less, the life of a Fund; and

     o    how the Fund's average annual returns for one, five and 10 years,  or,
          if  less,  the life of the  Fund,  compare  to those of a  broad-based
          securities market index.

Another  important  thing for you to note:  You may lose money by investing in a
Fund.

GROWTH BALANCED FUND

OBJECTIVE.  The  Fund's  investment  objective  is to provide a  combination  of
current income and capital appreciation by diversified investments in stocks and
bonds.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Fund is designed for  investors  seeking
long-term  capital  appreciation in the equity  securities  market in a balanced
fund. The Fund invests the equity portion of its portfolio in several  different
equity  investment  styles  including an index style,  an income equity style, a
large company style, a diversified small cap style, and an international  style.
The blending of multiple equity investment styles is intended to reduce the risk
associated  with the use of a single  style,  which may move in and out of favor
during the course of a market cycle.

The Fund invests the fixed  income-portion of its portfolio in several different
fixed-income  investment  styles.  The blending of these  multiple  fixed-income
investment  styles is intended to reduce the price and return volatility of, and
provide more consistent returns within,  the fixed  income-portion of the Fund's
investments.

PRINCIPAL  RISKS.  The principal risks of investing in the Fund are market risk,
interest rate risk, and credit risk. The Fund's  investments in different styles
and in both equity and  fixed-income  securities have allocation  risk, which is
the risk that the allocation of investments may have a more  significant  effect
on the  Fund's  net asset  value  when one  investment  style or asset  class is
performing  more poorly than the others.  To the extent that the Fund may invest
in  small-capitalization  companies,  it may  have  capitalization  risk.  These
investments tend to be more volatile than investments in large-cap companies. In
addition, small-cap companies may have more risk because they often have limited
product  lines,  markets,  or financial  resources.  The Fund's  investments  in
foreign securities have foreign risk. This is the risk of investments in issuers
located in foreign  countries,  which may have greater price volatility and less
liquidity.  Investments  in foreign  securities  also are subject to  political,
regulatory, and diplomatic risks. Foreign risk includes currency risk, which may
occur due to  fluctuations  in the exchange  rates  between the U.S.  dollar and
foreign  currencies.  This risk  could  negatively  affect the value of a Fund's
investments.


                                       3
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.



                           [EDGAR Representation of Bar Chart]

                                   1990      1.95%
                                   1991     27.92%
                                   1992      5.58%
                                   1993     10.26%
                                   1994     -0.16%
                                   1995     23.92%
                                   1996     14.21%
                                   1997     20.78%
                                   1998     20.18%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
7.26%.

During the periods shown in the chart,  the highest  quarterly return was 16.81%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -10.02% (for the quarter ended September 30, 1990).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the S&P 500 Index.

                           Growth         Growth         Growth
                        Balanced Fund  Balanced Fund   Balanced Fund    S&P 500
Year(s)                   A Shares       B Shares       C Shares         Index
1  Year                    15.35%         16.42%         20.51%          28.58%
5  Year                    14.39%         14.66%         14.91%          24.03%
Since Inception (4/30/89)  13.21%         13.06%         13.07%          18.34%

The S&P 500 Index is a widely recognized  unmanaged index of common stocks.  The
S&P 500  Index  figures  assume  reinvestment  of all  dividends  paid by stocks
included in the index.  Unlike the performance  figures of the Fund, the S&P 500
Index's  performance  does not  reflect  the  effect of  expenses.  The index is
unmanaged and is not available for investment.

INCOME EQUITY FUND

OBJECTIVE.  The Fund's  investment  objective  is to provide  long-term  capital
appreciation consistent with above-average dividend income.

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in the common stocks
of  large,  high-quality  domestic  companies  that  have  above-average  return
potential  based on current market  valuations.  The Fund  primarily  emphasizes
investments in securities of companies with  above-average  dividend income. The
Fund also may invest in foreign securities.

PRINCIPAL  RISKS. The principal risk of investing in the Fund is market risk. To
the extent the Fund invests in foreign securities,  it has foreign risk. This is
the risk of investments in issuers located in foreign countries,  which may have
greater price volatility and less liquidity.  Investments in foreign  securities
also are subject to political,  regulatory,  and diplomatic risks.  Foreign risk
includes  currency  risk,  which may occur due to  fluctuations  in the exchange
rates between the U.S. dollar and foreign currencies. This risk could negatively
affect the value of a Fund's investments.


                                       4
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.

                       [EDGAR Representation of Bar Chart]

                                   1990      1.30%
                                   1991     28.76%
                                   1992      5.51%
                                   1993      7.63%
                                   1994      4.64%
                                   1995     38.43%
                                   1996     20.25%
                                   1997     28.07%
                                   1998     17.82%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
13.40%.

During the periods shown in the chart,  the highest  quarterly return was 15.68%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -10.74% (for the quarter ended September 30, 1990).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the S&P 500 Index.

                           Income        Income        Income
                         Equity Fund   Equity Fund   Equity Fund     S&P 500
Year(s)                   A Shares      B Shares       C Shares       Index
1  Year                    11.04%         11.96%        15.85%        28.58%
5  Year                    19.89%         20.23%        20.41%        24.03%
Since Inception (3/31/89)  16.50%         16.34%        16.34%        18.86%(1)

(1)      For the period 2/28/89 - 12/31/98.

The S&P 500 Index is a widely recognized  unmanaged index of common stocks.  The
S&P 500  Index  figures  assume  reinvestment  of all  dividends  paid by stocks
included in the index.  Unlike the performance  figures of the Fund, the S&P 500
Index's  performance  does not  reflect  the  effect of  expenses.  The index is
unmanaged and is not available for investment.

VALUGROWTH STOCK FUND

OBJECTIVE.  The Fund's  investment  objective  is to provide  long-term  capital
appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Fund  invests  primarily  in medium- and
large-capitalization  companies that, in the view of the Adviser,  possess above
average  growth  characteristics,  and  appear to be  undervalued.  The  Adviser
considers   medium-capitalization   companies   to   be   those   whose   market
capitalization  is in the  range of $500  million  to $8  billion.  The  Adviser
considers large companies to be those with market  capitalizations  greater than
the median of the Russell 1000 Index.

In  selecting  investments,  the Fund  seeks to  identify  and  invest  in those
companies with earnings and dividends that the Adviser believes will grow faster
than both  inflation  and the economy in general.  The Fund invests in companies
with growth  potential  that,  in the opinion of its Adviser,  have not yet been
fully reflected in the market price of the companies'  shares.  In seeking these
investments,  the Adviser  relies  primarily on a  company-by-company  analysis,
rather than on a broader analysis of industry or economic sector trends.

PRINCIPAL  RISKS. The principal risk of investing in the Fund is market risk. To
the extent that the Fund may invest in  medium-capitalization  companies, it may
have  capitalization  risk.  These  investments  tend to be more  volatile  than
investments  in  large-cap  companies.  There  also is a risk  of  using a value
strategy  because the stocks in which the Fund  invests  may remain  undervalued
during a given period or decline in price.  This may occur because larger stocks
or investments  based on large-stock  indices are more appealing to investors or
because value stocks as a category lose favor with investors  compared to growth
stocks.


                                       5
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.



                       [EDGAR Representation of Bar Chart]

                                   1989     26.86%
                                   1990     -1.25%
                                   1991     36.89%
                                   1992      9.65%
                                   1993      6.65%
                                   1994     -4.23%
                                   1995     23.73%
                                   1996     20.56%
                                   1997     22.61%
                                   1998      9.45%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
8.01%.

During the periods shown in the chart,  the highest  quarterly return was 17.70%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -17.71% (for the quarter ended September 30, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the S&P 500 Index.

                           ValuGrowth       ValuGrowth
                           Stock Fund       Stock Fund       S&P 500
Year(s)                     A Shares          B Shares        Index
1  Year                       3.15%            4.19%          28.58%
5  Year                      12.56%           12.83%          24.03%
10 Year                      13.74%           13.55%          19.18%
Since Inception (1/8/88)     12.84%           12.59%          18.84%(1)

(1)      For the period 12/31/87 - 12/31/98.

The S&P 500 Index is a widely recognized  unmanaged index of common stocks.  The
S&P 500  Index  figures  assume  reinvestment  of all  dividends  paid by stocks
included in the index.  Unlike the performance  figures of the Fund, the S&P 500
Index's  performance  does not  reflect  the  effect of  expenses.  The index is
unmanaged and is not available for investment.

DIVERSIFIED EQUITY FUND

OBJECTIVE.  The Fund's  investment  objective  is to provide  long-term  capital
appreciation   with  moderate  annual  return  volatility  by  diversifying  its
investments among different equity investment styles.

PRINCIPAL INVESTMENT  STRATEGIES.  The Fund invests in a "multi-style"  approach
designed to minimize the volatility and risk of investing in a single investment
style. The Fund's investments  combine 5 different equity investment styles - an
index style, an income equity style, a large company style, a diversified  small
cap style, and an international style.

PRINCIPAL RISKS. The principal risk of investing in the Fund is market risk. The
Fund has allocation  risk,  which is the risk that the allocation of investments
may have a more  significant  effect  on the  Fund's  net asset  value  when one
investment  style is performing more poorly than the others.  To the extent that
the Fund invests in  small-capitalization  companies, it may have capitalization
risk.  These  investments tend to be more volatile than investments in large-cap
companies.  In  addition,  small-cap  companies  may have more risk because they
often have limited product lines,  markets,  or financial  resources.  Also, the
market  for  the  sale  of  small-cap  stocks  may be less  liquid.  The  Fund's
investments  in  foreign  securities  have  foreign  risk.  This is the  risk of
investments  in issuers  located in foreign  countries,  which may have  greater
price volatility and less liquidity.  Investments in foreign securities also are
subject to political,  regulatory,  and diplomatic risks.  Foreign risk includes
currency risk, which may occur due to fluctuations in the exchange rates between
the U.S. dollar and foreign  currencies.  This risk could negatively  affect the
value of a Fund's investments.


                                       6
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.


                      [EDGAR Representation of Bar Chart]

                                   1989     28.35%
                                   1990     -1.38%
                                   1991     37.58%
                                   1992      4.74%
                                   1993     12.14%
                                   1994      0.83%
                                   1995     30.94%
                                   1996     20.47%
                                   1997     25.68%
                                   1998     24.30%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
11.38%.

During the periods shown in the chart,  the highest  quarterly return was 19.88%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -15.86% (for the quarter ended September 30, 1990).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the S&P 500 Index.

                           Diversified    Diversified    Diversified
                           Equity Fund    Equity Fund    Equity Fund     S&P 500
Year(s)                      A Shares       B Shares       C Shares       Index
1  Year                       15.32%         16.46%         20.73%        28.58%
5  Year                       18.18%         18.50%         18.76%        24.03%
10 Year                       16.77%         16.58%         16.63%        19.18%
Since Inception (12/31/88)    16.77%         16.58%         16.63%        19.06%

The S&P 500 Index is a widely recognized  unmanaged index of common stocks.  The
S&P 500  Index  figures  assume  reinvestment  of all  dividends  paid by stocks
included in the index.  Unlike the performance  figures of the Fund, the S&P 500
Index's  performance  does not  reflect  the  effect of  expenses.  The index is
unmanaged and is not available for investment.

GROWTH EQUITY FUND

OBJECTIVE.  The  Fund's  investment  objective  is to  provide  a high  level of
long-term  capital  appreciation  with  moderate  annual  return  volatility  by
diversifying its investments among different equity investment styles.

PRINCIPAL INVESTMENT  STRATEGIES.  The Fund invests in a "multi-style"  approach
designed  to reduce the  volatility  and risk of  investing  in a single  equity
style.  The  Fund's  investments  combine 3  different  equity  styles - a large
company growth style, a diversified small cap style, and an international style.

PRINCIPAL  RISKS.  The  principal  risk of investing in the Fund is market risk.
There also is a risk of using the growth  strategy  because  the stocks in which
the Fund invests may not achieve the anticipated growth during a given period or
decline in price.  This may occur if growth stocks as a category lose favor with
investors  compared to value stocks. The Fund also has allocation risk, which is
the risk that the allocation of investments may have a more  significant  effect
on the  Fund's net asset  value when one  investment  style is  performing  more
poorly   than  the   others.   To  the  extent  that  the  Fund  may  invest  in
small-capitalization   companies,   it  may  have  capitalization   risk.  These
investments tend to be more volatile than investments in large-cap companies. In
addition, small-cap companies may have more risk because they often have limited
product lines, markets, or financial resources. Also, the market for the sale of
small-cap  stocks  may  be  less  liquid.  The  Fund's  investments  in  foreign
securities have foreign risk. This is the risk of investments in issuers located
in  foreign  countries,  which  may  have  greater  price  volatility  and  less
liquidity.  Investments  in foreign  securities  also are subject to  political,
regulatory, and diplomatic risks. Foreign risk includes currency risk, which may
occur due to  fluctuations  in the exchange  rates  between the U.S.  dollar and
foreign  currencies.  This risk  could  negatively  affect the value of a Fund's
investments.


                                       7
<PAGE>

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.



                       [EDGAR Representation of Bar Chart]

                                   1990     -1.36%
                                   1991     46.72%
                                   1992      5.06%
                                   1993     19.75%
                                   1994     -1.34%
                                   1995     24.87%
                                   1996     18.78%
                                   1997     20.09%
                                   1998     16.50%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
9.33%.

During the periods shown in the chart,  the highest  quarterly return was 20.28%
(for the  quarter  ended  March 31,  1991) and the lowest  quarterly  return was
- -20.14% (for the quarter ended September 30, 1990).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the S&P 500 Index.

                          Growth         Growth         Growth
                        Equity Fund   Equity Fund    Equity Fund      S&P 500
Year(s)                   A Shares       B Shares       C Shares        Index
1  Year                    9.80%         10.64%         15.56%         28.58%
5  Year                   14.05%         14.32%         14.72%         24.03%
Since Inception (4/30/89) 15.45%         15.31%         15.40%         18.34%

The S&P 500 Index is a widely recognized  unmanaged index of common stocks.  The
S&P 500  Index  figures  assume  reinvestment  of all  dividends  paid by stocks
included in the index.  Unlike the performance  figures of the Fund, the S&P 500
Index's  performance  does not  reflect  the  effect of  expenses.  The index is
unmanaged and is not available for investment.

LARGE COMPANY GROWTH FUND

OBJECTIVE.  The Fund's  investment  objective  is to provide  long-term  capital
appreciation by investing  primarily in large,  high-quality  domestic companies
that the Adviser believes have superior growth potential.

PRINCIPAL INVESTMENT STRATEGIES.  The Fund invests primarily in the common stock
of large,  high-quality  domestic companies that have superior growth potential.
For purposes of the Fund's  investments,  large  companies are those with market
capitalizations   greater   than  the  median  of  the  Russell  1000  Index  or
approximately $3.7 billion.  In selecting  securities,  the Fund seeks companies
whose stock is attractively  valued with  fundamental  characteristics  that are
significantly  better  than the market  average and  support  internal  earnings
growth capability.

PRINCIPAL RISKS.  The principal risk of investing in the Fund is market risk.


                                       8
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.

                      [EDGAR Representation of Bar Chart]

                                   1989     24.15%
                                   1990      3.43%
                                   1991     67.03%
                                   1992      1.85%
                                   1993     -0.36%
                                   1994     -1.07%
                                   1995     29.24%
                                   1996     25.11%
                                   1997     33.35%
                                   1998     37.11%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
16.01%.

During the periods shown in the chart,  the highest  quarterly return was 31.61%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -17.49% (for the quarter ended September 30, 1990).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the S&P 500 Index.

                             Large Company       Large Company
                              Growth Fund         Growth Fund           S&P 500
Year(s)                         A Shares             B Shares            Index
1  Year                          39.46%               42.00%             28.58%
5  Year                          24.36%               24.78%             24.03%
10 Year                          20.54%               20.65%             19.18%
Since Inception (12/31/82)       17.06%               16.62%           17.15%(1)

(1)      For the period 4/30/86 - 12/31/98.

The S&P 500 Index is a widely recognized  unmanaged index of common stocks.  The
S&P 500  Index  figures  assume  reinvestment  of all  dividends  paid by stocks
included in the index.  Unlike the performance  figures of the Fund, the S&P 500
Index's  performance  does not  reflect  the  effect of  expenses.  The index is
unmanaged and is not available for investment.

DIVERSIFIED SMALL CAP FUND

OBJECTIVE.  The Fund's  investment  objective  is to provide  long-term  capital
appreciation   with  moderate  annual  return  volatility  by  diversifying  its
investments across different small capitalization equity investment styles.

PRINCIPAL INVESTMENT  STRATEGIES.  The Fund invests in a "multi-style"  approach
designed  to  minimize   the   volatility   and  risk  of   investing  in  small
capitalization  equity  securities.  The Fund invests in several different small
capitalization  equity  styles in order to reduce  the risk of price and  return
volatility  associated  with  reliance on a single  investment  style.  The Fund
currently invests in 4 Portfolios.

PRINCIPAL  RISKS. The principal risk of investing in the Fund is market risk. To
the extent that the Fund may invest in  small-capitalization  companies,  it may
have  capitalization  risk.  These  investments  tend to be more  volatile  than
investments in large-cap  companies.  In addition,  small-cap companies may have
more risk because they often have limited product lines,  markets,  or financial
resources. Also, the market for the sale of small-cap stocks may be less liquid.
The Fund also has  allocation  risk,  which is the risk that the  allocation  of
investments  may have a more  significant  effect on the Fund's net asset  value
when one investment style is performing more poorly than the others.


                                       9
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.

                      [EDGAR Representation of Bar Chart]

                                   1998      -8.60%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
3.94%.

During the periods shown in the chart,  the highest  quarterly return was 14.68%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -23.73% (for the quarter ended September 30, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Russell 2000 Value Index.

                            Diversified Small                      Russell 2000
Year(s)                          Cap Fund                           Value Index
1  Year                           -8.60%                             -6.45%
Since Inception (12/31/97)        -8.60%                             -1.17%(1)

(1)      For the period 11/30/97 - 12/31/98.

The Russell  2000 Value Index is  comprised  of  securities  in The Russell 2000
Index  with  less than  average  growth  orientation.  Companies  in this  index
generally have low price to book and price-earnings ratios.

SMALL COMPANY STOCK FUND

OBJECTIVE.   The Fund's investment objective is long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES.  The Fund invests primarily in the common stock
of small and  medium-size  domestic  companies that have market  capitalizations
well  below  that of the  average  company  in the S&P 500  Index.  The  Adviser
considers small companies to be those companies with market capitalizations less
than the largest stock in the Russell 2000 Index or approximately  $1.4 billion.
The Adviser  considers medium companies to be those with market  capitalizations
ranging from $500 million to $8 billion.  In selecting  securities for the Fund,
the Adviser seeks securities with significant price  appreciation  potential and
attempts to identify  companies that show  above-average  growth, as compared to
long-term overall market growth.

PRINCIPAL  RISKS. The principal risk of investing in the Fund is market risk. To
the  extent  that  the Fund  may  invest  in  small-  and  medium-capitalization
companies,  it may have  capitalization  risk. These investments tend to be more
volatile  than  investments  in  large-cap  companies.  In  addition,  small-cap
companies  may have more risk  because they often have  limited  product  lines,
markets,  or  financial  resources.  Also,  the market for the sale of small-cap
stocks may be less liquid.


                                       10
<PAGE>

BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.


                       [EDGAR Representation of Bar Chart]

                                   1994      3.24%
                                   1995     19.42%
                                   1996     25.94%
                                   1997      9.32%
                                   1998    -17.05%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
- -5.14%.

During the periods shown in the chart,  the highest  quarterly return was 18.83%
(for the  quarter  ended  June 30,  1997) and the  lowest  quarterly  return was
- -30.08% (for the quarter ended September 30, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Russell 2000 Index.

                          Small Company       Small Company           Russell
                           Stock Fund           Stock Fund              2000
Year(s)                     A Shares             B Shares              Index
1  Year                      -21.82%             -21.84%               -2.24%
5  Year                        5.82%               5.97%               11.46%
Since Inception (12/31/93)     5.82%               5.97%               11.92%(1)

(1)      For the period 11/30/93 - 12/31/98.

The Russell 2000 Index is a  capitalization  weighted index that is comprised of
2000 of the smallest stocks (on the basis of capitalization) in the Russell 3000
Index. Representing approximately 10% of the Russell 3000 total market cap, this
is a  small  cap  index.  The  index  is  unmanaged  and  is not  available  for
investment.

SMALL CAP OPPORTUNITIES FUND

OBJECTIVE.  The Fund's investment objective is to provide capital  appreciation.
Current income will be incidental to the objective of capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES. The Fund invests primarily in equity securities
of U.S. companies that, at the time of purchase,  have market capitalizations of
$1.5 billion or less. The Adviser  attempts to identify  securities of companies
that  it  believes  can  generate  above-average  earnings  growth  and  sell at
favorable prices in relation to book values and earnings.

PRINCIPAL  RISKS. The principal risk of investing in the Fund is market risk. To
the  extent  that  the Fund  may  invest  in  small-  and  medium-capitalization
companies,  it may have  capitalization  risk. These investments tend to be more
volatile  than  investments  in  large-cap  companies.  In  addition,  small-cap
companies  may have more risk  because they often have  limited  product  lines,
markets,  or  financial  resources.  Also,  the market for the sale of small-cap
stocks may be less liquid.


                                       11
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.


                       [EDGAR Representation of Bar Chart]

                                   1994      4.45%
                                   1995     49.08%
                                   1996     22.56%
                                   1997     27.43%
                                   1998     -9.32%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
7.90%.

During the periods shown in the chart,  the highest  quarterly return was 18.72%
(for the  quarter  ended  June 30,  1997) and the  lowest  quarterly  return was
- -23.23% (for the quarter ended September 30, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Russell 2000 Index.

                           Small Cap           Small Cap             Russell
                       Opportunities Fund   Opportunities Fund         2000
Year(s)                     A Shares             B Shares             Index
1  Year                      -14.54%             -14.53%              -2.24%
5  Year                       15.76%              16.05%              11.46%
Since Inception (8/1/93)      16.89%              17.21%              12.30%(1)

(1)      For the period 7/31/93 - 12/31/98.

The Russell 2000 Index is a  capitalization  weighted index that is comprised of
2000 of the smallest stocks (on the basis of capitalization) in the Russell 3000
Index. Representing approximately 10% of the Russell 3000 total market cap, this
is a  small  cap  index.  The  index  is  unmanaged  and  is not  available  for
investment.

INTERNATIONAL FUND

OBJECTIVE.  The Fund's  investment  objective  is to provide  long-term  capital
appreciation by investing directly or indirectly in high-quality companies based
outside the United States.

PRINCIPAL INVESTMENT  STRATEGIES.  The Fund invests in a "multi-style"  approach
designed to minimize  the  volatility  and risk of  investing  in  international
securities.  The Fund's investment  portfolio utilizes two different  investment
styles - an international equity investment style and an international  emerging
markets  investment  style. The Fund also may invest in more or fewer Portfolios
or invest directly in portfolio securities.

PRINCIPAL RISKS. The principal risk of investing in the Fund is market risk. The
Fund's  investments in foreign securities have foreign risk. This is the risk of
investments  in issuers  located in foreign  countries,  which may have  greater
price volatility and less liquidity.  Investments in foreign securities also are
subject to political,  regulatory,  and diplomatic risks.  Foreign risk includes
currency risk, which may occur due to fluctuations in the exchange rates between
the U.S. dollar and foreign  currencies.  This risk could negatively  affect the
value of a Fund's investments.  In addition,  the Fund's investments in emerging
markets may have additional  foreign risk because  securities  markets and legal
systems  in  emerging  markets  may not be  well  developed,  information  about
companies in these  markets may not be readily  available,  and prices of stocks
may  be  more   volatile.   To  the   extent   that  the  Fund  may   invest  in
small-capitalization   companies,   it  may  have  capitalization   risk.  These
investments tend to be more volatile than investments in large-cap companies. In
addition, small-cap companies may have more risk because they often have limited
product lines, markets, or financial resources. Also, the market for the sale of
small-cap stocks may be less liquid.


                                       12
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  bar  chart  and  performance  information  provide  an  indication  of  the
historical risk of an investment in the Fund.


                       [EDGAR Representation of Bar Chart]

                                   1989     22.52%
                                   1990    -11.89%
                                   1991      4.74%
                                   1992     -4.02%
                                   1993     45.24%
                                   1994      0.72%
                                   1995     11.67%
                                   1996      9.69%
                                   1997      3.06%
                                   1998     12.61%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
6.08%.

During the periods shown in the chart,  the highest  quarterly return was 17.97%
(for the quarter ended September 30, 1989) and the lowest  quarterly  return was
- -19.67% (for the quarter ended September 30, 1990).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the MSCI EAFE Index.

                             International       International           MSCI
                                 Fund                 Fund               EAFE
Year(s)                        A Shares             B Shares             Index
1  Year                          6.13%               6.75%               20.00%
5  Year                          6.36%               6.34%                9.14%
10 Year                          8.00%               7.75%                5.51%
Since Inception (7/15/87)        7.39%               7.06%                5.98%+

+  For the period 5/31/87 - 12/31/98.

The MSCI EAFE Index (Morgan Stanley  Capital  International  Europe,  Australia,
Asia and the Far East Index) is a  market-weighted  index  composed of companies
representative  of the market  structure  of 20  developed  market  countries in
Europe,  Australia,  Asia  and the  Far  East,  and  reflects  dividends  net of
non-recoverable  withholding tax.  Companies included in the index replicate the
industry composition of each local market and, in addition, represent a sampling
of large,  medium and small  capitalization  companies  from each local  market,
taking into account the stocks'  liquidity.  The index is  unmanaged  and is not
available for investment.





                                       13
<PAGE>





FEES AND EXPENSES OF THE FUNDS

This  table  describes  the fees and  expenses  that you pay if you buy and hold
shares of the Funds.


<TABLE>
          <S>                                               <C>                      <C>                     <C>

                                                  Shareholder Transaction Expenses
                                              (fees paid directly from your investment)

                                                                A                    B                        C
                                                              Shares               Shares                  Shares
- ------------------------------------------------------- ------------------- --------------------- --------------------------
- ------------------------------------------------------- ------------------- --------------------- --------------------------
     Maximum Sales Charge (Load) Imposed on Purchases
     (as a percentage of offering price)                      5.75%                 Zero                    Zero

     Maximum Deferred Sales Charge (Load)
     (as percentage of the lower of the Net Asset              Zero                 4.0%                    1.0%
     Value ("NAV") at purchase or the NAV at
     redemption)


ANNUAL FUND OPERATING EXPENSES (1)
(expenses that are deducted from Fund assets)
                                                                   Growth                             Income
                                                                Balanced Fund                       Equity Fund
                                                           A         B          C             A         B          C
                                                         Shares    Shares    Shares        Shares    Shares     Shares
                                                        --------- --------- ----------     -------- ---------- ----------
Investment Advisory Fees                                   0.70%     0.70%      0.70%        0.50%      0.50%      0.50%
Distribution (12b-1) Fees                                  0.10%     1.00%      0.75%        0.00%      1.00%      0.75%
Other Expenses (2)                                         1.08%     0.73%      1.05%        0.43%      0.44%      0.97%
Total Annual Fund Operating Expenses(3)                    1.88%     2.43%      2.50%        0.93%      1.94%      2.22%




                                                                 ValuGrowth                        Diversified
                                                                 Stock Fund                        Equity Fund
                                                              A               B               A         B          C
                                                            Shares         Shares          Shares    Shares     Shares
                                                        --------------- --------------     -------- ---------- ----------
Investment Advisory Fees                                    0.79%           0.79%            0.74%      0.74%      0.74%
Distribution (12b-1) Fees                                   0.00%           1.00%            0.00%      1.00%      0.75%
Other Expenses (2)                                          0.47%           0.51%            0.48%      0.48%      1.58%
Total Annual Fund Operating Expenses(3)                     1.26%           2.30%            1.22%      2.22%      3.07%

                                                                   Growth                         Large Company
                                                                 Equity Fund                       Growth Fund
                                                           A         B          C                A               B
                                                         Shares    Shares    Shares           Shares          Shares
                                                        --------- --------- ----------    ---------------- --------------
Investment Advisory Fees                                   0.90%     0.90%      0.90%          0.65%           0.65%
Distribution (12b-1) Fees                                  0.00%     1.00%      0.75%          0.10%           1.00%
Other Expenses (2)                                         0.54%     0.55%      6.27%          0.60%           0.50%
Total Annual Fund Operating Expenses(3)                    1.44%     2.45%      7.92%          1.35%           2.15%





                                       14
<PAGE>





                                                              Diversified Small                   Small Company
                                                                  Cap Fund                          Stock Fund
                                                              A               B                  A               B
                                                            Shares         Shares              Shares         Shares
                                                        --------------- --------------     --------------- --------------
Investment Advisory Fees                                    0.99%           0.99%              0.90%           0.90%
Distribution (12b-1) Fees                                   0.10%           1.00%              0.00%           1.00%
Other Expenses (2)                                          1.19%           3.62%              0.65%           0.73%
Total Annual Fund Operating Expenses(3)                     2.28%           5.61%              1.55%           2.63%

                                                                  Small Cap                       International
                                                             Opportunities Fund                        Fund
                                                              A               B                  A               B
                                                            Shares         Shares              Shares         Shares
                                                        --------------- --------------     --------------- --------------
Investment Advisory Fees                                    0.60%           0.60%              0.70%           0.70%
Distribution (12b-1) Fees                                   0.00%           1.00%              0.00%           1.00%
Other Expenses (2)                                          0.89%           0.91%              1.10%           1.19%
Total Annual Fund Operating Expenses(3)                     1.49%           2.51%              1.80%           2.89%

</TABLE>

(1)  Based on amounts incurred during each Fund's fiscal year ended May 31, 1999
     stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  Many of the  Funds  are  subject  to  voluntary  fee  waivers  and  expense
     reimbursements  that reduce the  operating  expenses of the Funds.  See the
     Financial  Highlights Table for information  about fund expenses net of fee
     waivers and expense reimbursements.

EXAMPLE OF EXPENSES

These  examples are intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.  The examples  assume that you
invest  $10,000 in a Fund for the time periods  indicated and then redeem all of
your shares at the end of these  periods.  The example  also  assumes  that your
investment has a 5% annual return,  that a Fund's operating  expenses remain the
same, and that distributions are reinvested.  Your actual costs may be higher or
lower than those shown.

<TABLE>
<S>                 <C>          <C>         <C>           <C>        <C>            <C>            <C>          <C>

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

                        Growth Balanced Fund                     Income Equity Fund             ValuGrowth Stock Fund
- --------------- -------------------------------------- --------------------------------------- -------------------------
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            C            A            B             C            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR             $755         $746         $353         $664          $697         $325         $696         $733
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS            1,132        1,058         779          854          909           694          952         1,018
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS            1,533        1,496        1,331        1,060        1,247         1,190        1,227        1,430
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           2,649        2,766        2,836        1,652        2,264         2,554        2,010        ,2636
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------


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

                                                                                                    Small Company
                       Diversified Equity Fund                   Growth Equity Fund                   Stock Fund
- --------------- -------------------------------------- --------------------------------------- -------------------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            C            A            B             C            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR             $692         $725         $410         $713          $748         $880         $724         $766
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS             940          994          948         1,004        1,064         2,274        1,036        1,117
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS            1,207        1,390        1,611        1,317        1,506         3,681        1,371        1,595
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           1,967        2,554        3,383        2,200        2,786         6,855        2,314        2,964
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------


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

                Small Cap Opportunities     Large Company Growth      Diversified Small Cap         International
                          Fund                      Fund                      Fund                       Fund
- --------------- ------------------------- ------------------------- -------------------------- -------------------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            A            B            A             B            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR             $718         $754         $705         $718          $793        $1,059        $747         $792
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS            1,019        1,082         978          973         1,246         1,968        1,109        1,195
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS            1,341        1,535        1,272        1,354        1,725         2,963        1,494        1,723
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           2,252        2,846        2,105        2,483        3,040         5,442        2,569        3,214
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------


                                       15
<PAGE>


You would pay the following expenses assuming that you do NOT redeem your shares
at the end of the periods shown:

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

                        Growth Balanced Fund                     Income Equity Fund             ValuGrowth Stock Fund
- --------------- -------------------------------------- --------------------------------------- -------------------------
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            C            A            B             C            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR             $755         $246         $253         $664          $197         $225         $696         $233
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS            1,132         758          779          854          609           694          952          718
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS            1,533        1,296        1,331        1,060        1,047         1,190        1,227        1,230
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           2,649        2,766        2,836        1,652        2,264         2,554        2,010        2,636
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------


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

                                                                                                    Small Company
                       Diversified Equity Fund                   Growth Equity Fund                   Stock Fund
- --------------- -------------------------------------- --------------------------------------- -------------------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            C            A            B             C            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR             $692         $225         $310         $713          $248         $780         $724         $266
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS             940          694          948         1,004         764          2,274        1,036         817
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS            1,207        1,190        1,611        1,317        1,306         3,681        1,371        1,395
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           1,967        2,554        3,383        2,200        2,786         6,855        2,314        2,964
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------


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

                Small Cap Opportunities     Large Company Growth      Diversified Small Cap         International
                          Fund                      Fund                      Fund                       Fund
- --------------- ------------------------- ------------------------- -------------------------- -------------------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
                   Class        Class        Class        Class        Class         Class        Class        Class
                     A            B            A            B            A             B            A            B
- ---------------
                ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
1 YEAR             $718         $254         $705         $218          $793         $559         $747         $292
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
3 YEARS            1,019         782          978          673         1,246         1,668        1,109         895
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
5 YEARS            1,341        1,335        1,272        1,154        1,725         2,763        1,494        1,523
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------
10 YEARS           2,252        2,846        2,105        2,483        3,040         5,442        2,569        3,214
- --------------- ------------ ------------ ------------ ------------ ------------- ------------ ------------ ------------

</TABLE>






                                       16
<PAGE>




GLOSSARY

This Glossary of frequently  used terms will help you  understand the discussion
of the Funds' objectives, policies, and risks.

TERM                                  DEFINITION

Board                                 The Board of Trustees of Norwest Advantage
                                      Funds.

CDSC                                  Contingent deferred sales charge.

Duration                              A  measure  of a debt  security's  average
                                      life that  reflects  the present  value of
                                      the  security's  cash flow.  The prices of
                                      securities with longer durations generally
                                      are more volatile.

Fundamental                           Requiring shareholder approval.

Investment                            Grade  Rated at the time of  purchase in 1
                                      of the 4  highest  long-term  or 2 highest
                                      short-term  ratings categories by an NRSRO
                                      or unrated and  determined  by the Adviser
                                      to be comparable quality.

Market  Capitalization                The  total  market  value  of  a company's
                                      outstanding common stock.

NRSRO                                 A nationally recognized statistical rating
                                      organization,  such  as  S&P,  that  rates
                                      fixed  income   securities  and  preferred
                                      stock by relative credit risk.

Non-Investment                        Grade   Neither   rated  at  the  time  of
                                      purchase  in 1 of the 4 highest  long-term
                                      or 2 highest short-term ratings categories
                                      by an NRSRO nor unrated and  determined by
                                      the Adviser to be of comparable quality.

Russell 1000(R) Index                 An   index   of    large-   and    medium-
                                      capitalization companies.

Russell 2000(R) Index                 An        index         of         smaller
                                      capitalization  companies  with a  broader
                                      base of  companies  than the S&P 600 Small
                                      Cap Index.

S&P                                   Standard & Poor's Corporation.

S&P 500 Index                         Standard  &  Poor's  500  Composite  Stock
                                      Price    Index,   an   index   of    large
                                      capitalization companies.

S&P 600 Small Cap Index               Standard &  Poor's Small Cap 600 Composite
                                      Stock  Price  Index(C),  an index of small
                                      capitalization companies.

SAI                                   Statement of Additional Information.

SEC                                   The   U.  S.   Securities   and   Exchange
                                      Commission.

U.S. Government Security              A  security  issued or  guaranteed  as  to
                                      principal   and   interest   by  the  U.S.
                                      Government,    its    agencies   or    its
                                      instrumentalities.






                                       17
<PAGE>






INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS

This section of the  Prospectus  provides a more  complete  description  of each
Fund's  investment  objectives  and principal  strategies  and risks.  Except as
otherwise indicated, the Board may change the Funds' investment policies without
shareholder approval.  The Funds' investment  objectives are fundamental.  There
can,  of course,  be no  assurance  that any Fund will  achieve  its  investment
objective.

Some of the Funds invest directly in a portfolio of securities.  Other Funds are
"gateway"  funds in a  "core/gateway"  structure.  In this structure a "gateway"
fund  invests  some or all of its assets in one or more "core  portfolios"  that
have a substantially  identical investment  objective and substantially  similar
policies as the gateway fund. Gateway funds investing in the same core portfolio
can enhance  their  investment  opportunities  and reduce their  expense  ratios
through  sharing  the costs of  managing  a large pool of  assets.  Except  when
necessary to describe a Fund's investment in a core portfolio, references to the
gateway fund also include the core portfolio.

This  section  describes  risks that  affect the Funds'  portfolios  as a whole.
Certain of these risks may apply to one or more of the Funds. These risks are:

     o    Market Risk.  This is the risk that the value of a Fund's  investments
          will fluctuate as the stock or bond markets  fluctuate and that prices
          overall will decline or short or longer-term periods; and

     o    Management Risk. This is the risk that a Fund's manager will make poor
          choices  in  selected  securities.  All  actively  managed  Funds have
          management risk.

GROWTH BALANCED FUND

          INVESTMENT  OBJECTIVE AND STRATEGIES.  The Fund's investment objective
          is to provide a combination of current income and capital appreciation
          by diversified  investments in stocks and bonds.  The Fund is designed
          for investors  seeking  long-term  capital  appreciation in the equity
          securities market in a balanced fund. The Fund currently invests in 13
          Portfolios.

          The  Fund  invests  the  equity  portion  of  its  portfolio  in the 5
          different  equity  investment  styles of the  Diversified  Equity Fund
          described below. The blending of multiple equity  investment styles is
          intended to reduce the risk associated with the use of a single style,
          which  may  move in and out of favor  during  the  course  of a market
          cycle. The Fund invests the fixed  income-portion  of its portfolio in
          Positive  Return Bond Portfolio,  Strategic Value Bond Portfolio,  and
          Managed Fixed Income Portfolio.  The blending of multiple fixed-income
          investment   styles  is  intended  to  reduce  the  price  and  return
          volatility of, and provide more consistent  returns within,  the fixed
          income-portion of the Fund's investments.

          ALLOCATION.  The current  allocations and ranges of investments by the
          Fund in each Portfolio are:

<TABLE>
                         <S>                                                 <C>      <C>      <C>             <C>

                                                                                    Current                  Range Of
            Investment Style                                                       Allocation               Investment
            ----------------                                                       ----------               ----------
            Diversified Equity Fund style                                     65%                          45% - 85%
                     Index Portfolio                                                  16.3%              11.3% - 21.3%
                     Income Equity Portfolio                                          16.3%              11.3% - 21.3%
                     Large Company style                                              16.3%              11.3% - 21.3%
                         Large Company Growth Portfolio                                         13.0%     9.0% - 17.0%
                         Disciplined Growth Portfolio                                            3.3%     2.3% - 4.3%
                     Diversified Small Cap style                                       6.5%               4.5% - 8.5%
                         Small Cap Index Portfolio                                               1.6%     1.1% - 2.1%
                         Small Company Growth Portfolio                                          1.6%     1.1% - 2.1%
                         Small Company Value Portfolio                                           1.6%     1.1% - 2.1%
                         Small Cap Value Portfolio                                               1.6%     1.1% - 2.1%
                     International style                                               9.8%               6.8% - 12.8%
                         International Portfolio                                                 7.6%      5.2%-9.9%
                         International Equity Portfolio                                          2.2%      1.5%-2.9%
            Diversified Bond Fund style                                       35%                          15% - 55%
                     Managed Fixed Income Portfolio                                   17.5%               7.5% - 27.5%
                     Strategic Value Bond Portfolio                                    5.8%               2.5% - 9.2%
                     Positive Return Bond Portfolio                                   11.7%                5% - 18.3%
            ---------------------------------------------------------------------------------------------------------------
            TOTAL FUND ASSETS                                                100%
</TABLE>


                                       18
<PAGE>


         The  percentage of the Fund's assets  invested in different  styles may
         temporarily  deviate from the Fund's current  allocation due to changes
         in market values. The Adviser will effect transactions  periodically to
         reestablish the current allocation.

         As market or other  conditions  change,  the  Adviser  may  attempt  to
         enhance the Fund's  returns by changing the  percentage  of Fund assets
         invested  in fixed  income  and  equity  securities.  The Fund also may
         invest in more or fewer  Portfolios  or invest  directly  in  portfolio
         securities.  Absent  unstable market  conditions,  the Adviser does not
         anticipate making a substantial number of percentage changes.  When the
         Adviser believes that a change in the current allocation percentages is
         desirable,  it will sell and purchase  securities to effect the change.
         When the Adviser believes that a change will be temporary (generally, 3
         years or less), it may effect the change by using futures contracts.

         RISK CONSIDERATIONS.  The Fund's investments in different styles and in
         both equity and fixed-income  securities have allocation risk, which is
         the risk that the allocation of investments may have a more significant
         effect on the Fund's net asset value when one investment style or asset
         class is performing more poorly than the others. To the extent that the
         Fund  may  invest  in  small-capitalization   companies,  it  may  have
         capitalization  risk.  These  investments tend to be more volatile than
         investments in large-cap  companies.  In addition,  small-cap companies
         may have more risk  because  they often  have  limited  product  lines,
         markets,  or financial  resources.  The Fund's  investments  in foreign
         securities  have  foreign  risk.  This is the  risk of  investments  in
         issuers  located in foreign  countries,  which may have  greater  price
         volatility and less liquidity.  Investments in foreign  securities also
         are subject to political,  regulatory,  and diplomatic  risks.  Foreign
         risk includes currency risk, which may occur due to fluctuations in the
         exchange  rates between the U.S.  dollar and foreign  currencies.  This
         risk could negatively affect the value of a Fund's investments.

INCOME EQUITY FUND

          INVESTMENT  OBJECTIVE AND STRATEGIES.  The Fund's investment objective
          is  to  provide   long-term  capital   appreciation   consistent  with
          above-average  dividend  income.  The Fund  invests  primarily  in the
          common  stock of  large,  high-quality  domestic  companies  that have
          above-average return potential based on current market valuations. The
          Fund primarily emphasizes  investments in securities of companies with
          above-average dividend income. In selecting securities,  the Fund uses
          various valuation measures,  including  above-average  dividend yields
          and  below  industry  average  price-to-earnings,  price-to-book,  and
          price-to-sales   ratios.   Large   companies  are  those  with  market
          capitalizations greater than the median of the Russell 1000 Index.

          The Fund also may invest in preferred stock,  convertible  securities,
          and securities of foreign companies.

          RISK  CONSIDERATIONS.  The principal  risk of investing in the Fund is
          market risk. To the extent the Fund invests in foreign securities,  it
          has foreign risk.  This is the risk of investments in issuers  located
          in foreign countries, which may have greater price volatility and less
          liquidity.  Investments  in  foreign  securities  also are  subject to
          political,  regulatory,  and diplomatic  risks.  Foreign risk includes
          currency  risk,  which may occur due to  fluctuations  in the exchange
          rates between the U.S. dollar and foreign currencies.  This risk could
          negatively affect the value of a Fund's investments.

VALUGROWTH STOCK FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide long-term capital  appreciation.  The Fund invests primarily
         in  medium-  and  large-capitalization  companies  that  possess  above
         average growth characteristics,  and appear to be undervalued.  For the
         purposes of the Fund's investments, medium-cap companies are those with
         market  capitalizations  in the range of $500  million  to $8  billion.
         Large companies are those with market capitalizations  greater than the
         median of the Russell 1000 Index.

         In  selecting  investments,  the Fund seeks to  identify  and invest in
         those  companies with earnings and dividends that will grow faster than
         both  inflation  and the  economy  in  general.  The  Fund  invests  in
         companies with growth  potential that has not yet been fully  reflected
         in the  market  price  of  the  companies'  shares.  In  seeking  these
         investments,   the  Fund  relies  primarily  on  a   company-by-company
         analysis,  rather  than on a broader  analysis  of industry or economic
         sector  trends.  The Fund  considers  such  matters as the quality of a
         company's  management,  the existence of a leading or dominant position
         in a major  product  line or market,  the  soundness  of the  company's
         financial  position,  and the  maintenance of a relatively high rate of
         return on invested capital and shareholder's equity. Once companies are
         identified  as  possible  investments,  the Fund  applies  a number  of
         valuation  measures to determine  the relative  attractiveness  of each
         company and selects those companies whose shares are most  attractively
         priced.

         The Fund may invest in companies that are "special situations." Special
         situation  companies  often have the potential for  significant  future
         earnings  growth but have not performed well in the recent past.  These
         situations  may  include  management  turnarounds,  corporate  or asset
         restructurings,  or significantly undervalued assets. These investments
         form a comparatively small portion of the Fund's portfolio.


                                       19
<PAGE>


          The Fund may  invest up to 20% of its total  assets in  securities  of
          foreign companies.

          RISK  CONSIDERATIONS.  The principal  risk of investing in the Fund is
          market   risk.   To  the   extent   that  the  Fund  may   invest   in
          medium-capitalization  companies,  it may  have  capitalization  risk.
          These  investments  tend  to be  more  volatile  than  investments  in
          large-cap  companies.  There also is a risk of using a value  strategy
          because the stocks in which the Fund  invests  may remain  undervalued
          during a given  period or  decline  in price.  This may occur  because
          larger stocks or  investments  based on  large-stock  indices are more
          appealing  to investors  or because  value  stocks as a category  lose
          favor with investors compared to growth stocks. To the extent that the
          Fund invests in foreign  securities,  it has foreign risk. This is the
          risk of investments in issuers located in foreign countries, which may
          have greater  price  volatility  and less  liquidity.  Investments  in
          foreign  securities  also are subject to  political,  regulatory,  and
          diplomatic risks. Foreign risk includes currency risk, which may occur
          due to  fluctuations in the exchange rates between the U.S. dollar and
          foreign  currencies.  This risk could negatively affect the value of a
          Fund's investments.

DIVERSIFIED EQUITY FUND

          INVESTMENT  OBJECTIVE AND STRATEGIES.  The Fund's investment objective
          is to provide  long-term  capital  appreciation  with moderate  annual
          return  volatility by  diversifying  its  investments  among different
          equity investment styles. The Fund invests in a "multi-style" approach
          designed to minimize the  volatility and risk of investing in a single
          investment style. The Fund currently invests in 10 Portfolios.

          The Fund's investments  combine 5 different equity investment styles -
          an index style,  an income equity  style,  a large  company  style,  a
          diversified  small cap style,  and an  international  style.  The Fund
          allocates  the assets  dedicated  to large  company  investments  to 2
          Portfolios,  the assets  allocated to small company  investments  to 4
          Portfolios and the assets dedicated to international  investments to 2
          Portfolios. Because Diversified Equity Fund blends 5 equity investment
          styles, it is anticipated that its price and return volatility will be
          less than that of Growth Equity Fund, which blends 3 equity investment
          styles.

          Allocation.  The current  allocations and ranges of investments by the
          Fund in each Portfolio are:

<TABLE>
                    <S>                                                   <C>    <C>                   <C>

        Investment  Style                                                 Current                   Range Of
                                                                         Allocation                 Investment
        Index Portfolio                                                   25%                     23.5% - 26.5%
        Income Equity Portfolio                                           25%                     23.5% - 26.5%
        Large Company style                                               25%                     23.5% - 26.5%
                 Large Company Growth Portfolio                                   20%             18.5% - 21.5%
                 Disciplined Growth Portfolio                                     5%               3.5% - 6.5%
        Diversified Small Cap style                                       10%                      8.5% - 11.5%
                 Small Cap Index Portfolio                                       2.5%              1.0% - 4.0%
                 Small Company Growth Portfolio                                  2.5%              1.0% - 4.0%
                 Small Company Value Portfolio                                   2.5%              1.0% - 4.0%
                 Small Cap Value Portfolio                                       2.5%              1.0% - 4.0%
        International Style                                               15%                     13.5% - 16.5%
                 International Portfolio                                         11.6%             10.1%- 13.1%
                 International Equity Portfolio                                  3.4%               1.9%-4.9%
        -----------------------------------------------------------------------------------------------------------------
        TOTAL FUND ASSETS                                                100%
</TABLE>


         The   percentage  of  Fund  assets   invested  in  each  Portfolio  may
         temporarily  deviate  from the  current  allocations  due to changes in
         market value. The Adviser will effect transactions daily to reestablish
         the current  allocations.  The Adviser may make  changes in the current
         allocations at any time in response to market and other conditions. The
         Fund also may invest in more or fewer  Portfolios or invest directly in
         portfolio securities.

         RISK  CONSIDERATIONS.  The  principal  risk of investing in the Fund is
         market risk. The Fund has allocation  risk,  which is the risk that the
         allocation of  investments  may have a more  significant  effect on the
         Fund's net asset value when one  investment  style is  performing  more
         poorly  than the  others.  To the  extent  that the Fund may  invest in
         small-capitalization  companies, it may have capitalization risk. These
         investments  tend to be more  volatile  than  investments  in large-cap
         companies. In addition,  small-cap companies may have more risk because
         they often have limited product lines, markets, or financial resources.
         Also,  the market for the sale of small-cap  stocks may be less liquid.


                                       20
<PAGE>


         To the  extent  that the Fund  invests in  foreign  securities,  it has
         foreign risk.  This is the risk of  investments  in issuers  located in
         foreign  countries,  which may have greater price  volatility  and less
         liquidity.  Investments  in  foreign  securities  also are  subject  to
         political,  regulatory,  and  diplomatic  risks.  Foreign risk includes
         currency  risk,  which may occur due to  fluctuations  in the  exchange
         rates between the U.S. dollar and foreign  currencies.  This risk could
         negatively affect the value of a Fund's investments.

GROWTH EQUITY FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide a high level of long-term capital appreciation with moderate
         annual  return   volatility  by  diversifying  its  investments   among
         different equity investment styles. The Fund invests in a "multi-style"
         approach  designed to reduce the  volatility and risk of investing in a
         single equity style. The Fund currently invests in 7 Portfolios.

         The Fund's  investments  combine 3  different  equity  styles - a large
         company   growth  style,   a   diversified   small  cap  style  and  an
         international  style.  The Fund allocates the assets dedicated to small
         company  investments  to 4  Portfolios  and  the  assets  dedicated  to
         international  investments to 2 Portfolios.  It is anticipated that the
         Fund's price and return  volatility will be somewhat greater than those
         of Diversified Equity Fund, which blends 5 equity styles.

         ALLOCATION.   The current  allocations and ranges of investments by the
         Fund in each Portfolio are:

<TABLE>
                         <S>                                               <C>       <C>                         <C>

                                                                                   Current                     Range Of
            Investment Style                                                      Allocation                  Investment
            ----------------                                                      ----------                  ----------
             Large Company Growth Portfolio                               35%                               33% - 37%
             Diversified Small Cap Style                                  35%                               33% - 37%
                      Small Cap Index Portfolio                                      8.8%                  6.8% - 10.8%
                      Small Company Growth Portfolio                                 8.8%                  6.8% - 10.8%
                      Small Company Value Portfolio                                  8.8%                  6.8% - 10.8%
                      Small Cap Value Portfolio                                      8.8%                  6.8% - 10.8%
             International Style                                          30%                               28% - 32%
                      International Portfolio                                        23.3%                21.3% - 25.3%
                      International Equity Portfolio                                  6.8%                  4.8%-8.8%
             TOTAL FUND ASSETS                                            100%

</TABLE>

         The   percentage  of  Fund  assets   invested  in  each  Portfolio  may
         temporarily  deviate  from the  current  allocations  due to changes in
         market  values.   The  Adviser  will  effect   transactions   daily  to
         reestablish  the current  allocations.  The Adviser may make changes in
         the  current  allocations  at any time in  response  to market or other
         conditions.  The Fund also may  invest in more or fewer  Portfolios  or
         invest directly in portfolio securities.

         RISK CONSIDERATIONS.  The risks of investing in the Fund include market
         risk.  There  also is a risk of using a  growth  strategy  because  the
         stocks in which the Fund invests may not achieve the anticipated growth
         during a given  period or  decline  in price.  This may occur if growth
         stocks as a  category  lose  favor  with  investors  compared  to value
         stocks.  The Fund also has allocation  risk, which is the risk that the
         allocation of  investments  may have a more  significant  effect on the
         Fund's net asset value when one  investment  style is  performing  more
         poorly  than the  others.  To the  extent  that the Fund may  invest in
         small-capitalization  companies, it may have capitalization risk. These
         investments  tend to be more  volatile  than  investments  in large-cap
         companies. In addition,  small-cap companies may have more risk because
         they often have limited product lines, markets, or financial resources.
         Also,  the market for the sale of small-cap  stocks may be less liquid.
         The Fund's investments in foreign securities have foreign risk. This is
         the risk of investments in issuers located in foreign countries,  which
         may have greater price  volatility and less  liquidity.  Investments in
         foreign  securities  also are  subject to  political,  regulatory,  and
         diplomatic risks.  Foreign risk includes currency risk, which may occur
         due to  fluctuations  in the exchange rates between the U.S. dollar and
         foreign  currencies.  This risk could negatively  affect the value of a
         Fund's investments.

LARGE COMPANY GROWTH FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide  long-term  capital  appreciation by investing  primarily in
         large,  high-quality  domestic  companies  that  have  superior  growth
         potential.  The Fund  invests  primarily  in the common stock of large,
         high-quality  domestic  companies that have superior growth  potential.
         For the purposes of the Fund's  investments,  large companies are those
         with market capitalizations greater than the median of the Russell 1000
         Index or approximately $3.7 billion. In selecting securities,  the Fund
         seeks  companies whose stock is  attractively  valued with  fundamental
         characteristics  that are significantly  better than the market average
         and support internal earnings growth capability. The Fund may invest in
         the  securities  of  companies  whose  growth  potential  is  generally
         unrecognized or misperceived by the market.


                                       21
<PAGE>


         The Fund may invest up to 20% of its total assets in the  securities of
         foreign  companies and may hedge against currency risk by using foreign
         currency forward contracts.

         RISK  CONSIDERATIONS.  The  principal  risk of investing in the Fund is
         market risk. The Fund's  investments in foreign securities have foreign
         risk.  This is the risk of  investments  in issuers  located in foreign
         countries,  which may have greater price volatility and less liquidity.
         Investments  in  foreign  securities  also are  subject  to  political,
         regulatory,  and diplomatic risks. Foreign risk includes currency risk,
         which may occur due to  fluctuations  in the exchange rates between the
         U.S. dollar and foreign  currencies.  This risk could negatively affect
         the value of a Fund's investments.

DIVERSIFIED SMALL CAP FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide long-term  capital  appreciation with moderate annual return
         volatility by diversifying its investments  across different  small-cap
         equity investment styles. The Fund invests in a "multi-style"  approach
         designed to minimize the  volatility and risk of investing in small-cap
         equity  securities.  The Fund  invests in several  different  small-cap
         equity  styles  in  order  to  reduce  the  risk of  price  and  return
         volatility  associated with reliance on a single  investment style. The
         Fund currently invests in 4 Portfolios.

         ALLOCATION.   The current  allocations and ranges of investments by the
         Fund in each Portfolio are:

<TABLE>
               <S>                                                      <C>                         <C>

                                                                       Current                 Range Of
          Investment Style                                            Allocation               Investment
          ----------------                                            ----------               ----------
          Small Cap Index Portfolio                                       25%                23.5% - 26.5%
          Small Company Growth Portfolio                                  25%                23.5% - 26.5%
          Small Company Value Portfolio                                   25%                23.5% - 26.5%
          Small Cap Value Portfolio                                       25%                23.5% - 26.5%
          -------------------------------------------------------------------------------------------------------------
          Total Fund Assets                                              100%

</TABLE>

         The   percentage  of  Fund  assets   invested  in  each  Portfolio  may
         temporarily  deviate  from the  current  allocations  due to changes in
         market  values.   The  Adviser  will  effect   transactions   daily  to
         reestablish  the current  allocations.  The Adviser may make changes in
         the  current  allocations  at any time in  response to market and other
         conditions.  The Fund also may  invest in more or fewer  Portfolios  or
         invest directly in portfolio securities.

         RISK  CONSIDERATIONS.  The  principal  risk of investing in the Fund is
         market  risk.   Because  the  Fund   invests  in   small-capitalization
         companies,  it also has capitalization  risk. These investments tend to
         be more volatile than investments in large-cap companies.  In addition,
         small-cap  companies may have more risk because they often have limited
         product lines,  markets, or financial  resources.  Also, the market for
         the sale of  small-cap  stocks  may be less  liquid.  The Fund also has
         allocation  risk,  which is the risk that the allocation of investments
         may have a more  significant  effect on the Fund's net asset value when
         one investment style is performing more poorly than the others.

SMALL COMPANY STOCK FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         long-term  capital  appreciation.  The Fund  invests  primarily  in the
         common  stock of small and  medium-size  domestic  companies  that have
         market  capitalizations  well below that of the average  company in the
         S&P 500  Index.  For the  purposes  of the  Fund's  investments,  small
         companies  are  those  with  market  capitalizations  of less  than the
         largest stock in the Russell 2000 Index or approximately  $1.4 billion.
         Medium  companies  tare those with  capitalizations  ranging  from $500
         million to $8 billion.

         In selecting  securities,  the Fund seeks  securities with  significant
         price  appreciation  potential and attempts to identify  companies that
         show  above-average  growth,  as compared to long-term  overall  market
         growth. The Fund invests in companies that may be in a relatively early
         stage of  development  or may  produce  goods  and  services  that have
         favorable  prospects for growth due to increasing  demand or developing
         markets.  Frequently,  such companies have a small management group and
         single  product  or  product  line  expertise,  which may  result in an
         enhanced  entrepreneurial  spirit and greater focus.  The Fund believes
         that such companies may develop into significant  business  enterprises
         and that an investment in these companies offers a greater  opportunity
         for capital appreciation than an investment in larger, more established
         companies.

         The  Fund may invest up to 20% of its total assets in the securities of
         foreign companies.


                                       22
<PAGE>


         RISK  CONSIDERATIONS.  The  principal  risk of investing in the Fund is
         market risk. The Fund's investments in small- and medium-capitalization
         companies have  capitalization  risk. These investments tend to be more
         volatile  than  investments  in  large-cap   companies.   In  addition,
         small-cap  companies may have more risk because they often have limited
         product lines,  markets, or financial  resources.  Also, the market for
         the sale of small-cap stocks may be less liquid. The Fund's investments
         in  foreign   securities  have  foreign  risk.  This  is  the  risk  of
         investments  in issuers  located in foreign  countries,  which may have
         greater price  volatility  and less  liquidity.  Investments in foreign
         securities  also are subject to political,  regulatory,  and diplomatic
         risks.  Foreign risk  includes  currency  risk,  which may occur due to
         fluctuations  in the exchange rates between the U.S. dollar and foreign
         currencies.  This risk  could  negatively  affect the value of a Fund's
         investments.

SMALL CAP OPPORTUNITIES FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide capital  appreciation.  Current income will be incidental to
         the objective of capital  appreciation.  The Fund invests  primarily in
         equity securities of U.S. companies that, at the time of purchase, have
         market capitalizations of $1.5 billion or less.

         In selecting  investments,  the Fund attempts to identify securities of
         companies that can generate  above-average  earnings growth and sell at
         favorable prices in relation to book values and earnings. An assessment
         of  a  company's   management's   competence   will  be  an   important
         consideration. These criteria are not rigid and the Fund may make other
         investments to achieve its objective.

         The Fund will invest principally in equity securities, including common
         stocks,  securities  convertible  into common  stocks,  or,  subject to
         special  limitations,  rights or warrants to subscribe  for or purchase
         common  stocks.  The Fund  also  may  invest  to a  limited  degree  in
         non-convertible debt securities and preferred stocks.

         RISK  CONSIDERATIONS.  The  principal  risk of investing in the Fund is
         market risk. The Fund's investments in  small-capitalization  companies
         have  capitalization  risk. These  investments tend to be more volatile
         than  investments  in  large-cap  companies.  In  addition,   small-cap
         companies  may have more risk because  they often have limited  product
         lines,  markets, or financial resources.  Also, the market for the sale
         of  small-cap  stocks may be less  liquid.  To the extent that the Fund
         invests in foreign securities, it has foreign risk. This is the risk of
         investments  in issuers  located in foreign  countries,  which may have
         greater price  volatility  and less  liquidity.  Investments in foreign
         securities  also are subject to political,  regulatory,  and diplomatic
         risks.  Foreign risk  includes  currency  risk,  which may occur due to
         fluctuations  in the exchange rates between the U.S. dollar and foreign
         currencies.  This risk  could  negatively  affect the value of a Fund's
         investments.

INTERNATIONAL FUND

         INVESTMENT OBJECTIVE AND STRATEGIES. The Fund's investment objective is
         to provide  long-term  capital  appreciation  by investing  directly or
         indirectly in  high-quality  companies based outside the United States.
         The Fund invests in a "multi-style"  approach  designed to minimize the
         volatility  and risk of  investing  in  international  securities.  The
         Fund's investment portfolio,  within International Portfolio,  utilizes
         two different  investment  styles - an international  equity investment
         style and an international  emerging markets investment style. The Fund
         also may  invest  in more or fewer  Portfolios  or invest  directly  in
         portfolio securities.

         RISK CONSIDERATIONS.  The risks of investing in the Fund include market
         risk. The Fund's  investments in foreign  securities have foreign risk.
         This  is  the  risk  of  investments  in  issuers  located  in  foreign
         countries,  which may have greater price volatility and less liquidity.
         Investments  in  foreign  securities  also are  subject  to  political,
         regulatory,  and diplomatic risks. Foreign risk includes currency risk,
         which may occur due to  fluctuations  in the exchange rates between the
         U.S. dollar and foreign  currencies.  This risk could negatively affect
         the value of a Fund's investments.  In addition, the Fund's investments
         in emerging markets may have additional foreign risk because securities
         markets  and  legal  systems  in  emerging  markets  may  not  be  well
         developed,  information  about  companies  in these  markets may not be
         readily  available,  and prices of stocks may be more volatile.  To the
         extent that the Fund may invest in  small-capitalization  companies, it
         may  have  capitalization  risk.  These  investments  tend  to be  more
         volatile  than  investments  in  large-cap   companies.   In  addition,
         small-cap  companies may have more risk because they often have limited
         product lines,  markets, or financial  resources.  Also, the market for
         the sale of small-cap stocks may be less liquid.


                                       23
<PAGE>


DESCRIPTIONS OF CORE PORTFOLIOS

The following is a discussion of the investment objectives and strategies of the
core  portfolios,  or  Portfolios,  in which some of the Funds that are  gateway
funds invest. Risk considerations for the Portfolios are included,  as relevant,
with the description of the gateway Fund above.

POSITIVE RETURN BOND PORTFOLIO

         The  Portfolio  seeks to produce a positive  total return each calendar
         year  regardless of general bond market  performance  by investing in a
         portfolio of U.S.  Government  securities  and  corporate  fixed income
         securities. The Portfolio's assets are divided into 2 components, short
         bonds with  maturities  (or  average  life) of 2 years or less and long
         bonds with  maturities of 25 years or more.  Shifts between short bonds
         and long bonds are made based on movement in the prices of bonds rather
         than on the Adviser's  forecast of interest  rates.  During  periods of
         falling prices (generally,  increasing interest rate environments) long
         bonds are sold to protect  capital and limit losses.  Conversely,  when
         bond prices rise, long bonds are purchased. The average dollar-weighted
         maturity of the Portfolio will vary between 1 and 30 years.

         Under normal  circumstances,  the Portfolio invests at least 50% of its
         net  assets in U.S.  Government  securities,  including  U.S.  Treasury
         Securities.  The Portfolio only purchases securities that are rated, at
         the  time of  purchase,  within  1 of the 2  highest  long-term  rating
         categories  assigned by an NRSRO or that are unrated and  determined by
         the Adviser to be of comparable quality. The Portfolio may invest up to
         25% of its  assets in  securities  rated in the second  highest  rating
         category.  The  Portfolio  does not  invest  more than 25% of its total
         assets in zero-coupon securities,  securities with variable or floating
         rates of interest, or asset-backed securities.

MANAGED FIXED INCOME PORTFOLIO

         The  Portfolio  seeks  consistent  fixed  income  returns by  investing
         primarily  in  Investment  grade  intermediate-term   securities.   The
         Portfolio invests in a diversified portfolio of fixed and variable rate
         U.S. dollar-denominated, fixed income securities of a broad spectrum of
         U.S. and foreign issuers, including U.S. Government securities, and the
         debt securities of financial  institutions,  corporations,  and others.
         The Adviser emphasizes the use of intermediate  maturity  securities to
         lessen  Duration and employs low risk yield  enhancement  techniques to
         enhance  return over a complete  economic or interest  rate cycle.  The
         Adviser  considers  intermediate-term   securities  to  be  those  with
         maturities of between 2 and 20 years.

         The Portfolio will limit its investment in  mortgage-backed  securities
         to not more than 65% of its total  assets and its  investment  in other
         asset-backed  securities  to not more  than 25% of its net  assets.  In
         addition,  the  Portfolio  may not  invest  more  than 30% of its total
         assets in the  securities  issued or guaranteed by any single agency or
         instrumentality of the U.S. Government, except the U.S. Treasury.

         The Portfolio  invests in debt  securities  with maturities (or average
         life in the case of  mortgage-backed  and similar  securities)  ranging
         from overnight to 30 years. The Portfolio normally will have an average
         dollar-weighted  portfolio  maturity  of  between  3 and 12 years and a
         Duration of between 2 and 6 years.

         The  Portfolio  also  may  invest  up to  10% of its  total  assets  in
         securities  issued or  guaranteed  by foreign  governments  the Adviser
         deems stable, or their subdivisions,  agencies,  or  instrumentalities;
         loan  or   security   participations;   securities   of   supranational
         organizations; and Municipal securities.

         The Portfolio  may use options,  swap  agreements,  interest rate caps,
         floors and collars, and futures contracts to manage risk. The Portfolio
         also may use options to enhance return.

STRATEGIC VALUE BOND PORTFOLIO

         The Total Return Bond Fund section of this  prospectus  describes  this
         Portfolio.  Total  Return  Bond  Fund  invests  all its  assets in this
         Portfolio.  The only  difference  between the Fund and the Portfolio is
         that the  Portfolio's  investment  objective is to seek total return by
         investing primarily in income producing securities.

INDEX PORTFOLIO

         The Index Fund section of this prospectus describes this Portfolio.


                                       24
<PAGE>


INCOME EQUITY PORTFOLIO

         The Income  Equity  Fund  section  of this  prospectus  describes  this
Portfolio.

LARGE COMPANY GROWTH PORTFOLIO

         The Large  Company  Growth Fund section  of this  prospectus  describes
         this Portfolio.

DISCIPLINED GROWTH PORTFOLIO

         The Portfolio seeks capital  appreciation by investing in common stocks
         of larger  companies.  The Portfolio seeks higher long-term  returns by
         investing  primarily in the common stock of companies that, in the view
         of the  Adviser,  possess  above  average  potential  for  growth.  The
         Portfolio  invests in  companies  with average  market  capitalizations
         greater than $5 billion.

         The Portfolio  seeks to identify  growth  companies  that will report a
         level  of  corporate   earnings  that  exceed  the  level  expected  by
         investors.   In  seeking  these   companies,   the  Adviser  uses  both
         quantitative and fundamental analysis. The Adviser may consider,  among
         other factors,  changes of earnings  estimates by investment  analysts,
         the recent trend of company  earnings  reports,  and an analysis of the
         fundamental  business  outlook  for the  company.  The  Adviser  uses a
         variety of  valuation  measures to  determine  whether or not the share
         price  already  reflects any positive  fundamentals  identified  by the
         Adviser.  In addition to  approximately  equal  weighting  of portfolio
         securities,  the Adviser  attempts to constrain the  variability of the
         investment   returns  by  employing  risk  control  screens  for  price
         volatility, financial quality, and valuation.

SMALL CAP INDEX PORTFOLIO

         The  Portfolio  seeks to replicate  the return of the S&P 600 Small Cap
         Index with minimum  tracking error and to minimize  transaction  costs.
         Under normal circumstances, the Portfolio will hold stocks representing
         100% of the capitalization-weighted  market values of the S&P 600 Small
         Cap Index. The Adviser generally executes  portfolio  transactions only
         to replicate the  composition of the S&P 600 Small Cap Index, to invest
         cash received from portfolio  security  dividends or investments in the
         Portfolio,  and to raise  cash to fund  redemptions.  The Fund may hold
         cash or cash  equivalents to facilitate  payment of the Fund's expenses
         or redemptions and may invest in index futures contracts. For these and
         other  reasons,   the  Portfolio's   performance  can  be  expected  to
         approximate but not equal that of the S&P 600 Small Cap Index.

         The S&P 600 Small Cap Index tracks the total return  performance of 600
         common  stocks which are chosen for  inclusion in the S&P 600 Small Cap
         Index by S&P on a statistical basis. The 600 securities,  most of which
         trade on the New York Stock Exchange,  represent 4% of the total market
         value of all U.S.  common  stocks.  Each stock in the S&P 600 Small Cap
         Index is  weighted  by its  market  value.  The S&P 600 Small Cap Index
         emphasizes smaller capitalizations and typically, companies included in
         the S&P 600 Small Cap Index may not be the  largest  nor most  dominant
         firms in their respective industries.

SMALL COMPANY GROWTH PORTFOLIO

         The Small  Company  Growth  Fund section of this  prospectus  describes
         this Portfolio.

SMALL COMPANY VALUE PORTFOLIO

         The  Portfolio  seeks to  provide  long-term  capital  appreciation  by
         investing primarily in smaller companies whose market capitalization is
         less than the largest stock in the Russell 2000 Index or  approximately
         $1.4 billion. The Adviser focuses on securities that are conservatively
         valued  in  the  marketplace   relative  to  the  stock  of  comparable
         companies,  determined by price/earnings  ratios,  cash flows, or other
         measures. Value investing provides investors with a less aggressive way
         to take advantage of growth  opportunities  of small  companies.  Value
         investing  may reduce  downside  risk and offer  potential  for capital
         appreciation as a stock gains favor among other investors and its stock
         price rises.

SMALL CAP VALUE PORTFOLIO

         The Portfolio seeks capital  appreciation by investing in common stocks
         of smaller companies.  The Portfolio will normally invest substantially
         all  of  its   assets  in   securities   of   companies   with   market
         capitalizations  that  reflect the market  capitalization  of companies
         included in the  Russell  2000  Index,  which range from  approximately
         $221.9  million to  approximately  $1.4 billion.  The  Portfolio  seeks
         higher  growth  rates  and  greater   long-term  returns  by  investing
         primarily  in the common  stock of smaller  companies  that the Adviser
         believes to be  undervalued  and likely to report a level of  corporate
         earnings exceeding the level expected by investors.  The Adviser values
         companies  based upon both the  price-to-earnings  ratio of the company
         and a  comparison  of the  public  market  value  of the  company  to a
         proprietary  model that values the company in the  private  market.  In
         seeking  companies that will report a level of earnings  exceeding that
         expected  by  investors,   the  Adviser  uses  both   quantitative  and
         fundamental  analysis.  Among  other  factors,  the  Adviser  considers
         changes of earnings estimates by investment analysts,  the recent trend
         of company earnings reports,  and the fundamental  business outlook for
         the company.


                                       25
<PAGE>


 INTERNATIONAL PORTFOLIO

         The  Portfolio  seeks to  provide  long-term  capital  appreciation  by
         investing  directly  or  indirectly  in  high-quality  companies  based
         outside the United States. The Portfolio selects its investments on the
         basis of their  potential for capital  appreciation  without  regard to
         current  income.  The  Portfolio  also may invest in the  securities of
         domestic  closed-end  investment  companies  that invest  primarily  in
         foreign  securities  and may  invest  in  debt  securities  of  foreign
         governments   or   their   political    subdivisions,    agencies,   or
         instrumentalities,  of  supranational  organizations,  and  of  foreign
         corporations.  The Portfolio's  investments  are generally  diversified
         among  securities of issuers in foreign  countries  including,  but not
         limited  to,  Japan,   Germany,   the  United  Kingdom,   France,   the
         Netherlands,  Hong Kong,  Singapore,  and  Australia.  In general,  the
         Portfolio  will invest only in securities of companies and  governments
         in  countries  that  the  Adviser,  in  its  judgment,  considers  both
         politically and economically  stable. The Fund may invest more than 25%
         of its total assets in investments in a particular country,  region, or
         type of investment.

         The  Portfolio  may  purchase  preferred  stock  and  convertible  debt
         securities,  including  convertible preferred stock. The Portfolio also
         may enter into foreign exchange contracts,  including forward contracts
         to purchase or sell foreign currencies, in anticipation of its currency
         requirements  and to protect  against  possible  adverse  movements  in
         foreign exchange rates.

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.

OTHER CONSIDERATIONS

Except as  otherwise  indicated,  the Board may  change  the  Fund's  investment
policies without  shareholder  approval.  The Funds'  investment  objectives are
Fundamental.

DERIVATIVES

The Funds may use  certain  derivative  instruments,  such as options or futures
contracts.  The term "derivatives"  covers a wide number of investments,  but in
general it refers to any financial  instrument whose value is derived,  at least
in part, from the price of another security or a specified index, asset or rate.
Some derivatives may be more sensitive to interest rate changes or market moves,
and some may be susceptible to changes in yields or value due to their structure
or contract terms.

TEMPORARY DEFENSIVE POSITION

To respond to adverse market,  economic,  political,  or other conditions,  each
Fund may assume a temporary  defensive position and invest without limit in cash
and cash equivalents.  When a Fund makes temporary defensive investments, it may
not achieve its investment objective.


                                       26
<PAGE>


PORTFOLIO TURNOVER

From  time to time,  a Fund may  engage  in active  short-term  trading  to take
advantage of price movements affecting  individual issues,  groups of issues, or
markets. Higher portfolio turnover rates may result in increased brokerage costs
and a possible  increase in short-term  capital  gains or losses.  The Financial
Highlights table lists the Funds' portfolio turnover rate.

YEAR 2000

Certain computer systems may not process  date-related  information  properly on
and after  January  1,  2000.  The  Adviser is  addressing  this  matter for its
systems. The Fund's other service providers have informed the Fund that they are
taking  similar  measures.  Investments  in foreign  companies are  particularly
vulnerable to Year 2000 risk because these  companies may not have the financial
resources,  technology,  or  personnel  needed to  address  Year 2000  readiness
concerns.  This matter,  if not corrected,  could adversely  affect the services
provided  to the Fund or the  issuers  in  which  the Fund  invests  and  could,
therefore, lower the value of your Fund shares.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISORY SERVICES

NORWEST INVESTMENT MANAGEMENT,  INC. is the investment adviser for each Fund and
each Portfolio except the Portfolios  advised by Schroder and Wells Fargo Bank..
In this capacity,  Norwest makes  investment  decisions for and  administers the
Funds' and  Portfolios'  investment  programs.  Norwest  Investment  Management,
Inc.'s address is Norwest Center,  Sixth Street and Marquette,  Minneapolis,  MN
55479.

SCHRODER INVESTMENT  MANAGEMENT NORTH AMERICA INC. is the investment adviser for
International  Portfolio. In this capacity,  Schroder makes investment decisions
for and administers  the Portfolio's  investment  program.  Schroder  Investment
Management  North America Inc.'s address is 787 Seventh Avenue,  34th Floor, New
York, NY 10019.

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

Norwest,  Wells  Fargo  Bank and  certain of the Funds and the  Portfolios  have
retained investment  subadvisers to make investment decisions for and administer
the investment  programs of those Funds and Portfolios.  Norwest and Wells Fargo
Bank decide which  portion of the assets of a Fund or Portfolio  the  subadviser
should manage and supervises the subadvisers'  performance of their duties.  The
subadvisers are:

GALLIARD CAPITAL MANAGEMENT, INC. or GALLIARD, an investment advisory subsidiary
of  Norwest  Bank,  provides  investment  advisory  services  to bank and thrift
institutions,   pension  and  profit  sharing   plans,   trusts  and  charitable
organizations,  and  corporate and other  business  entities.  Galliard  Capital
Management,  Inc.'s address is 800 LaSalle Avenue, Suite 2060,  Minneapolis,  MN
55479.

PEREGRINE  CAPITAL  MANAGEMENT,   INC.  or  PEREGRINE,  an  investment  advisory
subsidiary of Norwest Bank,  provides  investment advisory services to corporate
and public pension plans,  profit sharing plans,  savings-investment  plans, and
401(k) plans. Peregrine Capital Management, Inc.'s address is LaSalle Plaza, 800
LaSalle Avenue, Suite 1850, Minneapolis, MN 55402.

SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a wholly-owned  subsidiary of
Schroder  U.S.  Holdings  Inc, an  indirect,  wholly-owned  U.S.  subsidiary  of
Schroders  plc, a publicly  owned holding  company  organized  under the laws of
England,  provides  global equity and fixed income  management  services to U.S.
clients.  Schroder  Investment  Management  North America  Inc.'s address is 787
Seventh Avenue, 34th Floor, New York, NY 10019.

SMITH ASSET MANAGEMENT GROUP, L.P. or SMITH, an investment advisory affiliate of
Norwest Bank,  provides  investment  management  services to company  retirement
plans, foundations,  endowments, trust companies, and high net worth individuals
using a disciplined equity style.  Smith Asset Management Group,  L.P.'s address
is 300 Crescent Court, Suite 750, Dallas, TX 75201.

WELLS CAPITAL MANAGEMENT INCORPORATED or WCM, a wholly-owned subsidiary of Wells
Fargo Bank,  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, California 94105.

         Listed  below,  for each Fund,  are the  portfolio  managers  primarily
         responsible  for the day-to-day  management of the Funds'  investments.
         The year a portfolio manager began managing a Fund or Portfolio follows
         the manager's  name in  parenthesis.  The list includes the  investment


                                       27
<PAGE>


         advisory fees payable to Norwest,  Schroder, or Wells Fargo Bank by the
         Fund and by any  Portfolios  in which it  invests.  The list states the
         investment  advisory fees on an  annualized  basis as a percentage of a
         Fund's or  Portfolio's  average daily net assets.  Descriptions  of the
         portfolio  managers'  recent  experience  follow the list of  portfolio
         managers and advisory fees.

         How investment  advisory fees are paid depends on whether or not a Fund
invests in a Portfolio.

o                 If a Fund  invests  directly  in a  portfolio  of  securities,
                  Norwest receives an investment  advisory fee directly from the
                  Fund.

o                 If a Fund invests in a single Portfolio,  Norwest, Schroder or
                  Wells Fargo Bank receives an investment  advisory fee from the
                  Portfolio.

o                 If a Fund invests in more than 1 Portfolio,  Norwest, Schroder
                  or Wells Fargo Bank receives an  investment  advisory fee from
                  each of those Portfolios. In addition,  Norwest receives a fee
                  from  each  Fund  for  the  "asset  allocation   services"  of
                  determining  the Funds'  investments in the Portfolios and how
                  much of the Fund's assets to invest in each Portfolio.

         If a Fund invests in more than one  Portfolio,  the total amount of the
         investment  advisory fee paid to Norwest,  Schroder or Wells Fargo Bank
         as a result of the Fund's  investments  varies depending on how much of
         the Fund's  assets are  invested  in and the  investment  advisory  fee
         payable to each Portfolio.

         Norwest and Wells Fargo Bank (and not the Funds or Portfolios) pays the
         subadvisers'  investment  subadvisory fees. The investment  subadvisory
         fees do not increase the amount of the investment advisory fees paid to
         Norwest or Wells Fargo Bank by the Funds or Portfolios.

<TABLE>
               <S>                                                               <C>

         Growth Balanced Fund

         Fund Advisory Fee:               0.25%

         Portfolio:                       Positive Return Bond Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              William D. Giese, CFA (1994)  and Patricia Burns (1998).
         Advisory Fee:                    0.35%

         Portfolio:                       Strategic Value Bond Portfolio
         Subadviser:                      Galliard
         Portfolio Managers:              Richard Merriam, CFA (1997), John Huber (1998), and David Yim (1998)
         Advisory Fee:                    0.50%

         Portfolio:                       Managed Fixed Income Portfolio
         Subadviser:                      Galliard
         Portfolio Managers:              Richard Merriam, CFA (1995) and Ajay Mirza (1998).
         Advisory Fee:                    0.35%

         Portfolio:                       Index Portfolio
         Portfolio Managers:              David D. Sylvester (1996) and Laurie R. White (1996).
         Advisory Fee:                    0.15%

         Portfolio:                       Income Equity Portfolio
         Portfolio Manager:               David L. Roberts, CFA (1994) and Gary J. Dunn (1994).
         Advisory Fee:                    0.50%

         Portfolio:                       Large Company Growth Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              John S. Dale, CFA (1994) and Gary E. Nussbaum, CFA (1998).
         Advisory Fee:                    0.65%


                                       28
<PAGE>


         Portfolios:                      Disciplined Growth Portfolio and Small Cap Value Portfolio
         Subadviser:                      Smith
         Portfolio Manager:               Stephen S. Smith, CFA (1997)
         Advisory Fee:                    Disciplined Growth Portfolio: 0.90%
                                          Small Cap Value Portfolio: 0.95%

         Portfolio:                       Small Cap Index Portfolio
         Portfolio Managers:              David D. Sylvester (1998) and Laurie R. White (1998).
         Advisory Fee:                    0.25%

         Portfolio:                       Small Company Growth Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              Robert B. Mersky, CFA (1994) and Paul E. von Kuster, CFA (1998).
         Advisory Fee:                    0.90%

         Portfolio:                       Small Company Value Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              Tasso H. Coin, Jr. (1995) and Douglas G. Pugh (1997).
         Advisory Fee:                    0.90%

         Portfolio:                       International Portfolio
         Adviser:                         Schroder
         Portfolio Manager:               Michael Perelstein (1997)
         Advisory Fee:                    0.45%

         Portfolio:                       International Equity Portfolio
         Subadviser:                      WCM
         Portfolio Manager:               Katherine Schaprio, CFA (1999) and Stacey Ho, CFA (1999)
         Advisory Fee:                    1.20%


         Income Equity Fund

         Portfolio:                       Income Equity Portfolio
         Portfolio Manager:               David L. Roberts, CFA (1994) and Gary J. Dunn (1994).
         Advisory Fee:                    0.50%.


         ValuGrowth Stock Fund

         Portfolio Manager:               Kelli K. Hill (1999)
         Advisory Fee:                    0.80% - first $300 million; 0.76% - next $400 million; 0.72% - remaining.


         Diversified Equity Fund
         Growth Equity Fund

         Fund Advisory Fee:               0.25%

         Portfolio:                       Index Portfolio (Diversified Equity Fund only)
         Portfolio Managers:              David D. Sylvester (1996) and Laurie R. White (1996).
         Advisory Fee:                    0.15%

         Portfolio:                       Income Equity Portfolio (Diversified Equity Fund only)
         Portfolio Manager:               David L. Roberts, CFA (1994) and Gary J. Dunn (1994)  .
         Advisory Fee:                    0.50%

         Portfolio:                       Large Company Growth Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              John S. Dale, CFA (1994) and Gary E. Nussbaum, CFA (1998)   .
         Advisory Fee:                    0.65%


                                       29
<PAGE>


         Portfolios:                      Disciplined Growth Portfolio (Diversified Equity Fund only) and Small Cap
                                          Value Portfolio
         Subadviser:                      Smith
         Portfolio Manager:               Stephen S. Smith (1997).
         Advisory Fee:                    Disciplined Growth Portfolio: 0.90%
                                          Small Cap Value Portfolio: 0.95%

         Portfolio:                       Small Cap Index Portfolio
         Portfolio Managers:              David D. Sylvester (1998) and Laurie R. White (1998).
         Advisory Fee:                    0.25%

         Portfolio:                       Small Company Growth Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              Robert B. Mersky, CFA (1994) and Paul E. von Kuster, CFA (1998).
         Advisory Fee:                    0.90%

         Portfolio:                       Small Company Value Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              Tasso H. Coin, Jr. (1995)  and Douglas G. Pugh (1997).
         Advisory Fee:                    0.90%

         Portfolio:                       International Portfolio
         Adviser:                         Schroder
         Portfolio Manager:               Michael Perelstein (1997).
         Advisory Fee:                    0.45%

         Portfolio:                       International Equity Portfolio
         Subadviser:                      WCM
         Portfolio Manager:               Katherine Schapiro, CFA (1999) and Stacey Ho, CFA (1999)
         Advisory Fee:                    1.20%

         Large Company Growth Fund

         Portfolio:                       Large Company Growth Portfolio
         Subadviser:                      Peregrine
         Portfolio Manager:               John S. Dale, CFA (1994) and Gary E. Nussbaum, CFA (1998)   .
         Advisory Fee:                    0.65%


         Diversified Small Cap Fund

         Fund Advisory Fee:               0.25%

         Portfolio:                       Small Cap Index Portfolio
         Portfolio Managers:              David D. Sylvester (1998) and Laurie R. White (1998).
         Advisory Fee:                    0.25%

         Portfolio:                       Small Company Growth Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              Robert B. Mersky, CFA (1994) and Paul E. von Kuster, CFA (1998).
         Advisory Fee:                    0.90%

         Portfolio:                       Small Company Value Portfolio
         Subadviser:                      Peregrine
         Portfolio Managers:              Tasso H. Coin, Jr. (1995) and Douglas G. Pugh (1998).
         Advisory Fee:                    0.90%


                                       30
<PAGE>


         Portfolios:                      Small Cap Value Portfolio
         Subadviser:                      Smith
         Portfolio Manager:               Stephen S. Smith, CFA (1997).
         Advisory Fee:                    Small Cap Value Portfolio: 0.95%


         Small Company Stock Fund

         Portfolio Manager:               Thomas Zeifang (1999)
         Advisory Fee:                    0.90%



         Small Cap Opportunities Fund

         Portfolio Manager:               Ira Unschuld  (1998).
         Advisory Fee:                    0.60%


         International Fund

         Fund Advisory Fee:               0.25%

         Portfolio:                       International Portfolio
         Adviser:                         Schroder
         Portfolio Manager:               Michael Perelstein (1997) .
         Advisory Fee:                    0.45%
</TABLE>

PORTFOLIO MANAGERS

Norwest Portfolio Managers:

PATRICIA BURNS,  associated with Norwest or its affiliates since 1983. Ms. Burns
is a Senior  Vice-President  of  Peregrine  and has been a portfolio  manager at
Peregrine for more than ten years.

TASSO H. COIN, JR.,  associated  with Norwest or its affiliates  since 1995. Mr.
Coin has been a Senior Vice  President  of  Peregrine  since 1995.  From 1992 to
1995, Mr. Coin was a research officer at Lord Asset Management.

JOHN S. DALE,  associated with Norwest or its affiliates since 1968. Mr. Dale is
a Senior Vice President of Peregrine.

GARY J. DUNN,  associated with Norwest or its affiliates since 1979. Mr. Dunn is
a Director of Institutional Investments of Norwest.

WILLIAM D. GIESE,  associated  with Norwest or its  affiliates  since 1982.  Mr.
Giese is a Senior Vice  President of Peregrine and has been a portfolio  manager
at Peregrine  for more than ten years and has more than 20 years'  experience in
fixed income securities management.

KELLI K. HILL, associated with Norwest or its affiliates 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.

JOHN HUBER,  associated with Norwest or its affiliates since 1990. Mr. Huber has
been a Portfolio  Manager and Director of Trading at Galliard since 1995 and has
been in investment management since 1990.

RICHARD  MERRIAM,  associated  with Norwest or its  affiliates  since 1995.  Mr.
Merriam has been a managing  partner of Galliard  since 1995 and is  responsible
for investment process and strategy. Mr. Merriam was previously Chief Investment
Officer of Insight Investment Management.

ROBERT B. MERSKY,  associated  with Norwest or its  affiliates  since 1968.  Mr.
Mersky is the President of Peregrine.


                                       31
<PAGE>


AJAY MIRZA,  associated with Norwest or its affiliates since 1995. Mr. Mirza has
been a Portfolio  Manager and  Mortgage  Specialist  with  Galliard  since 1995.
Before joining Galliard,  Mr. Mirza was a research analyst at Insight Investment
Management and at Lehman Brothers.

GARY E.  NUSSBAUM,  associated  with Norwest or its  affiliates  since 1990. Mr.
Nussbaum is a Senior Vice President of Peregrine.

DOUGLAS G. PUGH,  associated with Norwest or its affiliates since 1997. Mr. Pugh
is a Senior Vice President of Peregrine.  Before joining Peregrine, Mr. Pugh was
a senior equity analyst and portfolio  manager for Advantus  Capital  Management
and an analyst with Kemper Corporation.

DAVID L. ROBERTS,  associated  with Norwest or its  affiliates  since 1972.  Mr.
Roberts is a Managing Director, Equities of Norwest.

STEPHEN S. SMITH,  associated  with Norwest or its  affiliates  since 1997.  Mr.
Smith has been a Chief Investment Officer and principal of the Smith Group since
1995. Mr. Smith previously  served as senior portfolio  manager with NationsBank
and in several capacities with AIM Management Company's Summit Fund.

DAVID D. SYLVESTER,  associated  with Norwest or its affiliates  since 1979. Mr.
Sylvester currently is a Managing Director - Reserve Asset Management.

PAUL E. VON KUSTER,  associated  with Norwest or its affiliates  since 1972. Mr.
von Kuster is a Senior Vice President of Peregrine.

LAURIE R. WHITE, associated with Norwest or its affiliates since 1991. Ms. White
is a Director - Reserve Asset Management.

DAVID YIM,  associated  with Norwest or its  affiliates  since 1995. Mr. Yim has
been a portfolio  manager and Director of Investment  Research of Galliard since
1995 and previously worked for American Express Financial Advisors as a Research
Analyst.

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

Schroders Portfolio Managers:

MARK  BRIDGEMAN,  associated  with Schroder or its  affiliates  since 1990.  Mr.
Bridgeman is a Vice President of Schroder.

HEATHER  CRIGHTON,  associated  with Schroder or its affiliates  since 1992. Ms.
Crighton is a Vice President of Schroder.

MICHAEL  PERELSTEIN,  associated with Schroder or its affiliates since 1997. Mr.
Perelstein  has been a Senior Vice  President of Schroder  since  January  1997.
Previously, Mr. Perelstein was a Managing Director at MacKay Shields.

JOHN A. TROIANO,  associated  with Schroder or its  affiliates  since 1981.  Mr.
Troiano  has been Chief  Executive  Officer of Schroder  since April 1, 1997,  a
Managing Director of Schroder since October 1995.

IRA L. UNSCHULD,  ,associated  with Schroders or its affiliates  since 1990. Mr.
Unschuld is a Group Vice President.

WCM Portfolio Managers:

STACEY HO, CFA, associated with Wells Fargo Bank since 1997. Prior thereto,  she
was  associated  with  Clemente  Capital   Management   (1995-1996)  and  Edison
International (1990-1995).

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

DORMANT INVESTMENT ADVISORY ARRANGEMENTS

         Norwest  has been  retained  as a  "dormant"  or  "back-up"  investment
         adviser to manage any assets  redeemed and invested  directly by a Fund
         that  invests in 1 or more  Portfolios.  Norwest  does not  receive any
         compensation  under this arrangement as long as a Fund invests entirely
         in  Portfolios.  If a Fund redeems  assets from a Portfolio and invests
         them  directly,  Norwest  receives an investment  advisory fee from the
         Fund for the management of those assets.


                                       32
<PAGE>


OTHER FUND SERVICES

         The   Forum   Financial   Group  of   companies   provide   managerial,
         administrative,  and underwriting  services to the Funds.  Norwest Bank
         acts as the Funds'  transfer  agent,  dividend  disbursing  agent,  and
         custodian.

CHOOSING A SHARE CLASS

This  Prospectus  offers 3 classes of shares.  Each  class has a  different  fee
structure.  All of the Funds offer A Shares and B Shares.  Growth Balanced Fund,
Income Equity Fund, Diversified Equity Fund, and Growth Equity Fund also offer C
Shares.

o    A Shares are  generally  offered  at their net asset  value plus an initial
     sales charge.

o    B Shares are offered at their net asset value.  B Shares have  distribution
     and shareholder servicing fees and convert to A Shares within 7 years after
     purchase. If you redeem your B Shares within 6 years of purchase, you pay a
     contingent  deferred sales charge.  The amount of the charge depends on the
     length of time you hold the shares.

o    C Shares are offered at their net asset value.  C Shares have  distribution
     fees.  If you redeem  your C Shares  within a year of  purchase,  you pay a
     contingent deferred sales charge.

Sales charges and fees vary considerably between a Fund's classes.  Consider the
differences in the classes' fee structures carefully before choosing which class
to purchase.  In particular,  consider how long you intend to invest in the Fund
and  whether  during that  period it would be more  advantageous  to invest in a
class with an initial sales charge and comparatively low expenses,  a class with
no sales charge but with a CDSC and distribution and shareholder  servicing fees
or a class with a comparatively  low initial sales charge,  a comparatively  low
CDSC, and a distribution  fee.  Also,  consider  whether you might qualify for a
reduced sales charge on A Shares and whether any  difference  in total  expenses
between  classes  would be offset by A Shares'  higher  yield.  The SAI has more
information  about ways to qualify  for  reduced  sales  charges and how reduced
sales charge alternatives operate.

A SHARES

The Funds  offers A Shares at their  next-determined  net asset  value  plus the
following  initial  sales charge (no sales charge  applies to  reinvestments  of
distributions):


                                        Sales Charge as a Percentage of*
Amount of Purchase                  Offering Price+        Net Amount Invested

Less than $50,000...............         5.75%                    6.10%
$50,000 to $99,999..............         4.75%                    4.99%
$100,000 to $249,000............         3.75%                    3.90%
$250,000 to $499,000............         2.75%                    2.83%
$500,000 to $999,000............         2.00%                    2.04%
Over $1,000,000...............           0.00%                    0.00%
*Rounded to the nearest one-hundredth percent.
+The amount of the initial sales charge is included in the offering price.


If you redeem A Shares  purchased with a reduced sales charge within one year 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.

A Shares for Growth  Balanced Fund,  Large Company Growth Fund, and  Diversified
Small Cap Fund have distribution  fees of 0.10% under a Rule 12b-1  distribution
plan. Because  distribution fees are paid out of the Fund's assets on an ongoing
basis, over time these fees will increase the cost of your investment.


                                       33
<PAGE>


B SHARES

The Funds offer B Shares at their net asset value per share. The Funds' B Shares
have  distribution and shareholder  servicing fees of 1.00% of the average daily
net  assets  of  the  class  under  a  Rule  12b-1  distribution  plan.  Because
distribution  fees are paid out of the Funds' assets on an on-going basis,  over
time these fees will increase the cost of your investment and may cost more than
paying a front-end sales charge.

CONTINGENT  DEFERRED  SALES  CHARGE.  If you  redeem B Shares  within 8 years of
purchase,  there will be a CDSC on the redemption in the amount indicated below.
The amount of the CDSC will vary  depending  on the number of years  between the
payment for the  purchase of the shares and their  redemption.  You will pay the
CDSC on the  lesser  of the cost of the B Shares  redeemed  and  their net asset
value  upon  redemption.  The Funds do not  impose a CDSC on B Shares  purchased
through  reinvestments  of  distributions.  The Funds will redeem  shares in the
manner  that  results  in the  imposition  of the  lowest  CDSC.  The Funds will
automatically  redeem shares first from any A Shares of the Fund,  second from B
Shares  and  C  Shares  of  the  Fund  acquired   pursuant  to  reinvestment  of
distributions, third from B Shares and C Shares of the Fund held for more than 8
years or 1 year,  fourth  from B Shares  held for 5 years and C Shares  held for
less than 1 year,  and fifth from the longest  outstanding  B Shares of the Fund
held for less than 5 years.

SALES CHARGE REDUCTION PROGRAM ENHANCEMENTS

A Shares.  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 prospectus. You also may pay a lower sales charge
by signing a LETTER OF INTENT ("LOI") to invest a specific amount over a certain
period of time. You may use your Norwest  Advantage  Funds RIGHT OF ACCUMULATION
("ROA") or LOI to accumulate  purchases of different Norwest Advantage Funds and
Stagecoach funds to reach a breakpoint in the sales charges for A Shares.

By signing a LOI, you pay a lower sales charge now in exchange for  promising to
invest an amount over a specified  breakpoint within the next 13 months. We will
hold in escrow shares equal to approximately 5% of the amount you intend to buy.
If you do not invest the amount specified in the LOI before the expiration date,
we will redeem enough escrowed shares to pay the difference  between the reduced
sales load you paid and the sales load you should have paid. Otherwise,  we will
release the escrowed shares when you have invested the agreed amount.

ROA allows you to combine the amount you invest with the total NAV of shares you
own in other  Norwest  and  Stagecoach  front-end  load  funds in order to reach
breakpoint  levels  for a reduced  load.  We give you a  discount  on the entire
amount of the investment that puts you over the breakpoint level.

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.

CONVERSION FEATURE. B Shares will automatically convert to A Shares 8 years from
the end of the calendar  month in which the Fund  accepted  your  purchase.  The
conversion  will be on the basis of the relative net asset values of the shares,
without the imposition of any sales load, fee, or other charge.  For purposes of
conversion,  the Funds will consider B Shares purchased through the reinvestment
of distributions to be held in a separate sub-account. Each time any B Shares in
your account (other than those in the sub-account)  convert, a corresponding pro
rata portion of the shares in the sub-account  will also convert.  The Funds may
suspend the  conversion  feature in the future;  in that event,  B Shares  might
continue to pay their distribution fee indefinitely.

C SHARES

The Funds offers C Shares at their  next-determined net asset value. There is no
sales charge on reinvestments of distributions.  C Shares have distribution fees
of 0.75% of the  average  daily  net  assets  of the  class  under a Rule  12b-1
distribution plan.  Because  distribution fees are paid out of the Funds' assets
on an  on-going  basis,  over time  these  fees will  increase  the cost of your
investment and may cost more than paying a front-end sales charge.

CONTINGENT  DEFERRED  SALES  CHARGE.  If you  redeem C  Shares  within a year of
purchase, there will be a 1.0% CDSC on the redemption.  You will pay the CDSC on
the lesser of the cost of the C Shares  redeemed  and their net asset value upon
redemption.  The  Funds  do not  impose  a CDSC on C  Shares  purchased  through
reinvestments of distributions.

The Funds will redeem shares in the manner that results in the imposition of the
lowest CDSC. The Funds will automatically  redeem shares first from any A Shares
of the Fund,  second from B Shares and C Shares of the Fund acquired pursuant to
reinvestment of distributions, third from B Shares and C Shares of the Fund held
for more  than 6 years or 1 year,  fourth  from B Shares  held for 5 years and C
Shares  held for less than 1 year,  and fifth  from the  longest  outstanding  B
Shares of the Fund held for less than 5 years.


                                       34
<PAGE>


HOW TO BUY AND SELL SHARES

DETERMINATION OF NET ASSET VALUE

Each Fund  determines its net asset value or NAV at 4:00 p.m.,  Eastern time, on
each Fund business day by dividing the value of its net assets (i.e.,  the value
of its securities and other assets less its liabilities) by the number of shares
outstanding at the time the  determination  is made.  The Funds value  portfolio
securities at current market value if market  quotations are readily  available.
If market quotations are not readily available, the Funds value those securities
at fair value as determined by or under procedures adopted by the Board.

European,  Far  Eastern,  and  other  international   securities  exchanges  and
over-the-counter  markets  normally  complete  trading  well before the close of
business on each Fund business day. Trading in foreign securities,  however, may
not take place on all Fund  business days or may take place on days that are not
Fund business days. The determination of the prices of foreign securities may be
based on the latest market  quotations for the securities.  If events occur that
affect the securities' value after the close of the markets on which they trade,
the Funds may make an adjustment to the value of the  securities for purposes of
determining net asset value.

For purposes of  determining  net asset value,  the Funds convert all assets and
liabilities  denominated in foreign  currencies into U.S. dollars at the mean of
the bid and asked prices of such currencies  against the U.S. dollar last quoted
by a major bank prior to the time of conversion.

You may purchase  Fund shares on any business day, the exchange is open at their
NAV next determined after receipt of your purchase order in proper form plus, in
the case of A Shares and C Shares, any applicable sales charge.

GENERAL PURCHASE INFORMATION

You may purchase shares directly or through a financial institution.  The Fund's
transfer agent processes all transactions in Fund shares.

All of the Funds  require a minimum  initial  investment  of $1,000 and  minimum
subsequent  investments of $100. The Funds may waive their investment  minimums.
Your shares become eligible to receive distributions the Fund business day after
your purchase order is received in proper form.

The Funds  reserve  the right to reject any  subscription  for the  purchase  of
shares,  including  subscriptions  by  market  timers.  You will  receive  share
certificates  for  your  shares  only  if  you  request  them  in  writing.   No
certificates are issued for fractional shares.

PURCHASE PROCEDURES

DIRECT PURCHASES

You may obtain an account  application by writing Norwest Advantage Funds at the
following address:

BY REGULAR MAIL:                    NORWEST ADVANTAGE FUNDS
                                    [NAME OF FUND]
                                    P.O. Box 8265
                                    Boston, MA 02266-8265

BY OVERNIGHT MAIL ONLY TO:          NORWEST ADVANTAGE FUNDS
                                    [NAME OF FUND]
                                    Attn: CCSU
                                    Boston Financial
                                    66 Brooks Drive
                                    Braintree, MA 02184

When you sign an application  for a new Fund account,  you are  certifying  that
your Social Security number or other taxpayer  identification  number is correct
and that you are not  subject  to backup  withholding.  If you  violate  certain
federal  income tax  provisions,  the Internal  Revenue  Service can require the
Funds to withhold 31% of your distributions and redemptions.

You must pay for your shares in U.S.  dollars by check or money order drawn on a
U.S.  bank,  by bank or  federal  funds wire  transfer,  or by  electronic  bank
transfer. Cash cannot be accepted.


                                       35
<PAGE>


Call or write  the  transfer  agent if you wish to  participate  in  shareholder
services not offered on the account  application  or change  information on your
account (such as addresses).  Norwest  Advantage Funds may in the future modify,
limit or terminate any  shareholder  privilege upon  appropriate  notice and may
charge  a fee for  certain  shareholder  services,  although  no such  fees  are
currently contemplated.  You may terminate your participation in any shareholder
program by writing to Norwest Advantage Funds.

PURCHASES  BY MAIL.  You may send a check or money  order along with a completed
account  application  to Norwest  Advantage  Funds at the address  listed above.
Checks  and money  orders are  accepted  at full  value  subject to  collection.
Payment  by a check  drawn on any  member  of the  Federal  Reserve  System  can
normally be converted into federal funds within 2 business days after receipt of
the check.  Checks drawn on some non-member banks may take longer. If your check
does not clear,  the purchase  order will be canceled and you will be liable for
any losses or fees incurred by Norwest  Advantage  Funds,  the transfer agent or
the Funds' distributor.

To purchase  shares for  individual or Uniform Gift to Minors Act accounts,  you
must write a check or purchase a money order payable to Norwest  Advantage Funds
or endorse a check made out to you to Norwest  Advantage Funds. For corporation,
partnership,  trust, 401(k) plan or other non-individual type accounts, make the
check used to  purchase  shares  payable to Norwest  Advantage  Funds.  No other
methods of payment by check will be accepted for these types of accounts.

PURCHASES BY BANK WIRE. You must first telephone  the Funds'  transfer  agent at
1-612-667-8833 or  1-800-338-1348,  option 3, to obtain an account number before
making an initial  investment in a Fund by bank wire. Then instruct your bank to
wire your money immediately to:

                           STATE STREET BANK & TRUST
                           BOSTON, MA
                           ABA      011000028
                           FNF: (NORWEST ADVANTAGE FUND NAME)
                           AC: 9905-434-8
                           FOR FURTHER CREDIT: ___________________
                           (NAME ON NORWEST FUND ACCOUNT AND FUND ACCOUNT NUMBER

Complete  and mail the account  application  promptly.  Your bank may charge for
transmitting  the money by wire. The Funds do not charge for the receipt of wire
transfers.  The Funds treat payment by bank wire as a federal funds payment when
received.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

You may purchase and redeem shares through certain  broker-dealers,  banks,  and
other  financial  institutions.  When you  purchase  a Fund's  shares  through a
financial institution, the shares may be held in your name or in the name of the
financial institution.  Subject to your institution's  procedures,  you may have
Fund shares held in the name of your financial institution transferred into your
name.  If your shares are held in the name of your  financial  institution,  you
must contact the financial  institution on matters  involving your shares.  Your
financial  institution may charge you for purchasing,  redeeming,  or exchanging
shares.

Subsequent Purchases of Shares

You may make subsequent purchases by mailing a check, by sending a bank wire, or
through a financial  institution as indicated above. All payments should clearly
indicate your name and account number.

GENERAL REDEMPTION INFORMATION

You may  redeem  Fund  shares as of the next  determination  of the  Fund's  NAV
following  receipt by the transfer agent of your redemption order in proper form
subject  to,  in the case of B  Shares  and C  Shares,  a CDSC  imposed  on most
redemptions  made within 6 years or 1 year of purchase.  Redeemed shares are not
entitled  to  receive  distributions  after the day on which the  redemption  is
effective.

Normally,  redemption  proceeds  are paid  immediately  following  receipt  of a
redemption  order in proper form. In any event,  you will be paid within 7 days,
unless:  (1) your bank has not cleared the check to purchase  the shares  (which
may take up to 15 days),  (2) the New York Stock  Exchange is closed (or trading
is restricted) for any reason other than normal weekend or holiday closings, (3)
there is an  emergency  in which  it is not  practical  for the Fund to sell its
portfolio  securities or for the Fund to determine  its net asset value,  or (4)
the SEC deems it inappropriate for redemption proceeds to be paid. You can avoid
the delay of waiting for your bank to clear your check by paying for shares with
wire transfers.  Unless otherwise  indicated,  redemption  proceeds normally are
paid by check mailed to your record address.


                                       36
<PAGE>


To protect  against  fraud,  the  following  must be in writing with a signature
guarantee:  (1)  endorsement on a share  certificate;  (2) instruction to change
your  record  name;  (3)  modification  of a  designated  bank  account for wire
redemptions; (4) instruction regarding an Automatic Investment Plan or Automatic
Withdrawal  Plan;  (5)  distribution   elections;   (6)  election  of  telephone
redemption  privileges;   (7)  election  of  exchange  or  other  privileges  in
connection  with your account;  (8) written  instruction  to redeem shares whose
value exceeds $50,000; (9) redemption in an account when the account address has
changed within the last 30 days; (10) redemption when the proceeds are deposited
in a Norwest Advantage Funds account under a different account registration; and
(11) the payment of redemption  proceeds to any address,  person, or account for
which there are not established standing instructions.

You  may  obtain  signature   guarantees  at  any  of  the  following  types  of
organizations:  authorized banks, broker-dealers, national securities exchanges,
credit  unions,  savings  associations,  or  other  eligible  institutions.  The
specific institution  providing the guarantee must be acceptable to the transfer
agent. Whenever a signature guarantee is required,  the signature of each person
required to sign for the account must be guaranteed.

The Funds and the transfer agent will use  reasonable  procedures to verify that
telephone requests are genuine,  including recording telephone  instructions and
sending written confirmations of the transactions. Such procedures are necessary
because  the  Funds  and  transfer  agent  could be  liable  for  losses  due to
unauthorized  or  fraudulent  telephone  instructions.  You  should  verify  the
accuracy of a  telephone  instruction  as soon as you  receive the  confirmation
statement.  Telephone  redemption and exchanges may be difficult to implement in
times of drastic  economic or market  changes.  If you cannot reach the transfer
agent by telephone, you may mail or hand-deliver requests to the transfer agent.

Because of the cost of maintaining smaller accounts, Norwest Advantage Funds may
redeem, upon not less than 60 days' written notice, any account with a net asset
value of less than $1,000 immediately following any redemption.

REDEMPTION PROCEDURES

If you have invested  directly in a Fund you may redeem your shares as described
below.  If you have  invested  through a  financial  institution  you may redeem
shares  through  the  financial  institution.  If you wish to  redeem  shares by
telephone or receive  redemption  proceeds by bank wire you should  complete the
appropriate  sections of the account  application.  These  privileges may not be
available  until several weeks after the  application  is received.  You may not
redeem shares by telephone if you have certificates for those shares.

REDEMPTION BY MAIL.  You may redeem  shares by sending a written  request to the
transfer agent accompanied by any share  certificate you have been issued.  Sign
all requests and endorse all certificates with signature guaranteed.

REDEMPTION BY TELEPHONE.  If you have elected telephone  redemption  privileges,
you may redeem shares by  telephoning  the transfer agent at  1-800-338-1348  or
1-612-667-8833 and providing your shareholder  account number, the exact name in
which the  shares  are  registered,  and your  Social  Security  number or other
taxpayer  identification  number.  Norwest  Advantage Funds will mail a check to
your record address or, if you have chosen wire redemption privileges,  wire the
proceeds.

REDEMPTION BY BANK WIRE. If you have elected wire redemption privileges, you may
request a Fund to  transmit  redemption  proceeds of more than $5,000 by federal
funds wire to a bank  account  you have  designated  in  writing.  You must have
chosen the  telephone  redemption  privilege  to  request  bank  redemptions  by
telephone.  Redemption  proceeds  are wired on the Fund  business  day after the
transfer agent receives a redemption request in proper form.

EXCHANGES

You may exchange A Shares and B Shares for A Shares and B Shares,  respectively,
of the Funds and of other  funds of Norwest  Advantage  Funds  that offer  those
classes of shares. You may exchange C Shares of a Fund for C Shares of the other
Funds.  You may also  exchange  your  shares for some  classes of certain  money
market funds of Norwest  Advantage  Funds.  Call or write the transfer agent for
both a list of funds that offer shares  exchangeable with those of the Funds and
for prospectuses of those funds.

The Funds do not charge for  exchanges,  and there is  currently no limit on the
number of exchanges you may make. The Funds,  however, may limit your ability to
exchange  shares if you  exchange too often.  Exchanges  are subject to the fees
(other than CDSCs) charged by, and the limitations (including minimum investment
restrictions) of, the fund into which you are exchanging.

You may only  exchange  shares into a  pre-existing  account if that  account is
identically registered. You must submit a new account application if you wish to
exchange  shares  into an  account  registered  differently  or  with  different
shareholder privileges.  You may exchange into a fund only if that fund's shares
legally may be sold in your state of residence.

The Funds and federal tax law treat an exchange as a  redemption  and a purchase
of shares.  The Funds may amend or  terminate  exchange  procedures  on 60 days'
notice.


                                       37
<PAGE>


SALES  CHARGES.  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.

You may exchange B Shares and C Shares  without  paying a CDSC.  If you redeem B
Shares or C Shares you received in an exchange,  the CDSC will be  calculated as
if you never  exchanged the shares you originally  purchased.  B Shares acquired
through  an  exchange  will  convert  to A Shares  when the B Shares  originally
purchased would convert to A Shares.

EXCHANGES BY MAIL. You may make an exchange by sending a written  request to the
transfer  agent  accompanied  by any  share  certificates  for the  shares to be
exchanged. Sign all written requests and endorse all certificates with signature
guaranteed.

EXCHANGES BY TELEPHONE. If you have telephone exchange privileges,  you may make
a  telephone  exchange  by  calling  the  transfer  agent at  1-800-338-1348  or
1-612-667-8833  and  giving  your  account  number,  the exact name in which the
shares  are  registered  and your  Social  Security  number  or  other  taxpayer
identification number.

DISTRIBUTIONS AND TAX MATTERS

DISTRIBUTIONS

The Funds declare and pay distributions of net investment income as follows:

Declared and paid quarterly:                    Income Equity Fund,   ValuGrowth
                                                Stock Fund,  and  Small  Company
                                                Stock Fund.
Declared and paid annually:                     Each other Fund.

Each Fund distributes net capital gain, if any, at least annually.

You have 3 choices for receiving  distributions:  the Reinvestment  Option,  the
Cash Option and the Directed Dividend Option.

o    Under  the   Reinvestment   Option,   all   distributions  of  a  Fund  are
     automatically   invested  in  additional  shares  of  that  Fund.  You  are
     automatically assigned this option unless you select another option.

o    Under the Cash Option, you are paid all distributions in cash.

o    Under the Directed  Dividend Option, if you own $10,000 or more of a Fund's
     shares  in a  single  account,  you  can  have  that  Fund's  distributions
     reinvested in shares of another fund of Norwest  Advantage  Funds.  Call or
     write the transfer agent for more information  about the Directed  Dividend
     Option.

All distributions are treated in the same manner for federal income tax purposes
whether  received in cash or reinvested in shares of a fund.  All  distributions
reinvested  in a fund are  reinvested  at the fund's  net asset  value as of the
payment date of the distribution

TAX MATTERS

The Funds are  managed so that they do not owe federal  income or excise  taxes.
Distributions  paid by a Fund out of its net  investment  income  (including net
short-term  capital  gain) are  taxable  to  shareholders  as  ordinary  income.
Distributions  of net capital gain (i.e.,  the excess of net  long-term  capital
gain over net  short-term  capital loss) are taxable as long-term  capital gain,
regardless of how long a shareholder has held shares in the Fund.  Distributions
of net capital gain may be taxable at different rates depending on the length of
time the Fund holds its  assets.  If shares are sold at a loss after  being held
for six months or less,  the loss will be treated as  long-term  capital loss to
the extent of any distribution of net capital gain received on those shares.

Distributions  reduce the net asset value of the Fund paying the distribution by
the amount of the distribution.  Furthermore,  a distribution made shortly after
you purchase shares, although in effect a return of capital to you, is taxable.

If a Fund receives investment income from sources within foreign countries, that
income  may be  subject to foreign  income or other  taxes.  International  Fund
intends, if eligible to do so, to permit its shareholders to take a credit (or a
deduction) for foreign income and other taxes paid by  International  Portfolio.
If you own shares of  International  Fund, you will be notified of your share of
those  foreign  taxes and will be  required  to treat the amount of the  foreign
taxes as additional income. In that event, you may be entitled to claim a credit
or deduction for those taxes on your federal tax return.


                                       38
<PAGE>


OTHER INFORMATION

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  the November 1998
merger of Wells Fargo & Company and Norwest Corporation. Norwest Advantage Funds
presented each proposed fund reorganization to the fund's shareholders for their
approval at a special shareholders' meeting that was held in August 1999.

The  shareholders  of each of the  Norwest  Advantage  Funds  approved  the fund
reorganizations  and each of the Norwest  Advantage Funds will reorganize into a
corresponding  Wells  Fargo  Funds  Trust  portfolio  as  approved by the funds'
shareholders.

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.

The funds'  reorganizations   are  expected  to be  tax-free  transactions.  The
reorganizations will not trigger any sales charges.

If you have any questions you should call 1-800-394-0736.








                                       39
<PAGE>




FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you understand  each Fund's
financial performance for 10 years or, if shorter, the Fund's operating history.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table represent the rate that an investor would have earned
on an investment in a Fund,  assuming  reinvestment  of all  distributions.  The
information  from June 1, 1994  through May 31, 1999 has been  audited by ______
LLP, independent auditors,  whose report dated July 16, 1999 about a Fund, along
with the Fund's financial statements,  are included in the Fund's Annual Report,
which is available at no charge upon request.  These  financial  statements  are
incorporated  by reference  into the SAI.  Other  independent  auditors  audited
information for prior periods.


<TABLE>
<S>                                               <C>       <C>            <C>                 <C>            <C>       <C>

                                                                         Net Realized

                                                                              and         Dividends   Distributions  Ending
                                           Beginning Net      Net         Unrealized       from Net     from Net    Net Asset
                                            Asset Value    Investment     Gain (Loss)     Investment    Realized    Value Per
                                             Per Share       Income     on Investments      Income        Gain        Share
- ------------------------------------------------------------------------------------------------------------------------------
Income Equity Fund
A Shares
Year Ended May 31, 1999                       $41.19         $0.51           $5.45         ($0.53)      ($0.26)      $46.36
Year Ended May 31, 1998                       $33.16         $0.52           $8.77         ($0.54)      ($0.72)      $41.19
Year Ended May 31, 1997                       $27.56         $0.57           $5.54         ($0.51)        --         $33.16
May 2, 1996 (e) to May 31, 1996               $26.94         $0.07           $0.55           --           --         $27.56
B Shares
Year Ended May 31, 1999                       $41.12         $0.19           $5.45         ($0.23)      ($.026)      $46.27
Year Ended May 31, 1998                       $33.09         $0.24           $8.75         ($0.24)      ($0.72)      $41.12
Year Ended May 31, 1997                       $27.54         $0.36           $5.52         ($0.33)        --         $33.09
May 2, 1996 (e) to May 31, 1996               $26.94         $0.02           $0.58           --           --         $27.54
- -----------------------------------------------------------------------------------------

                                          Ratio to Average Net Assets
                                   ----------------------------------------

                                   Net                                             Portfolio    Net Assets at
                                Investment       Net        Gross        Total      Turnover     End of Period
                                  Income      Expenses   Expenses(a)   Return(b)      Rate     (000's Omitted)
- --------------------------------------------------------------------------------------------------------------
Income Equity Fund
A Shares
Year Ended May 31, 1999         1.23%(c)     0.85%(c)     0.93%(c)     14.74%      3.21%(d)           $105,162
Year Ended May 31, 1998         1.44%(c)     0.85%(c)     0.91%(c)     28.64%      3.46%(d)            $75,144
Year Ended May 31, 1997          1.95%         0.85%       0.93%       22.40%       4.76%              $43,708
May 2, 1996 (e) to May 31, 1996 3.69%(f)     0.91%(f)     1.91%(f)      2.30%       0.69%              $31,448
B Shares
Year Ended May 31, 1999         0.48%(c)     1.60%(c)     1.94%(c)     13.90%      3.21%(e)           $106,668
Year Ended May 31, 1998         0.69%(c)     1.60%(c)     1.91%(c)     27.67%      3.46%(e)            $67,385
Year Ended May 31, 1997          1.24%         1.59%       1.96%       21.48%       4.76%              $33,626
May 2, 1996 (e) to May 31, 1996 1.72%(f)     2.63%(f)     2.92%(f)      2.23%       0.69%              $17,318
- -----------------------------------------------------------------------------------------

</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursements and/or fee waivers.
(c)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(d)  Reflects the activity of the Portfolio in which the Fund invests.
(e)  Commencement of operations.
(f)  Annualized.





                                       40
<PAGE>

<TABLE>
<S>                                          <C>            <C>        <C>           <C>            <C>        <C>




                                                                      Net Realized

                                                                          and        Dividends  Distributions  Ending
                                            Beginning       Net        Unrealized    from Net    from Net    Net Asset
                                               Net
                                           Asset Value   Investment   Gain (Loss)   Investment   Realized    Value Per
                                            Per Share      Income    on Investments    Income      Gain        Share
- --------------------------------------------------------------------------------------------------------------------------------
ValuGrowth Stock Fund
A Shares
Year Ended May 31, 1999                      $26.18        $0.24        ($0.39)       ($0.13)     ($4.51)      $21.39
Year Ended May 31, 1998                      $25.06        $0.13         $4.69        ($0.16)     ($3.54)      $26.18
Year Ended May 31, 1997                      $22.63        $0.17         $4.80        ($0.13)     ($2.41)      $25.06
Year Ended May 31, 1996                      $18.82        $0.13         $3.93        ($0.13)     ($0.12)      $22.63
Year Ended May 31, 1995                      $17.17        $0.17         $1.66        ($0.18)       --         $18.82
Year Ended May 31, 1994                      $17.27        $0.10         $0.19        ($0.17)     ($0.22)      $17.17
Year Ended May 31, 1993                      $16.30        $0.17         $1.34        ($0.17)     ($0.37)      $17.27
December 1, 1991 to May 31, 1992             $14.48        $0.09         $1.83        ($0.10)       --         $16.30
Year Ended November 30, 1991                 $11.67        $0.18         $2.82        ($0.19)       --         $14.48
Year Ended November 30, 1990                 $12.67        $0.21        ($0.55)       ($0.21)     ($0.45)      $11.67
Year Ended November 30, 1989                 $10.03        $0.18         $2.61        ($0.15)       --         $12.67
January 8, 1988 to November 30, 1988(d)      $10.00        $0.15         $0.03        ($0.15)       --         $10.03
B Shares
Year Ended May 31, 1999                      $25.52       ($0.04)       ($0.28)         --        ($4.51)      $20.69
Year Ended May 31, 1998                      $24.55       ($0.02)        $4.56        ($0.03)     ($3.54)      $25.52
Year Ended May 31, 1997                      $22.28        $0.01         $4.68        ($0.01)     ($2.41)      $24.55
Year Ended May 31, 1996                      $18.65       ($0.02)        $3.87        ($0.10)     ($0.12)      $22.28
Year Ended May 31, 1995                      $17.10        $0.07         $1.61        ($0.13)       --         $18.65
August 5, 1993 (d) to May 31, 1994           $17.12        $0.07         $0.23        ($0.10)     ($0.22)      $17.10
- ------------------------------------------------------------------------------------

                                               Ratio to Average Net Assets
                                          -------------------------------------


                                            Net                                            Portfolio   Net Assets at
                                         Investment      Net        Gross        Total     Turnover    End of Period
                                           Income     Expenses   Expenses(a)   Return(b)     Rate     (000's Omitted)
- ------------------------------------------------------------------------------------------------------------------------------------
ValuGrowth Stock Fund
A Shares
Year Ended May 31, 1999                   0.51%       1.00%       1.26%       (0.16%)     68.72%            $18,902
Year Ended May 31, 1998                   0.56%       1.00%       1.26%       21.15%      74.25%            $27,771
Year Ended May 31, 1997                   0.70%       1.01%       1.39%       23.32%      75.50%            $18,830
Year Ended May 31, 1996                   0.63%       1.20%       1.42%       21.69%      105.43%           $15,232
Year Ended May 31, 1995                   1.01%       1.20%       1.43%       10.72%      63.82%            $12,138
Year Ended May 31, 1994                   1.06%       1.20%       1.43%        1.68%      86.07%            $12,922
Year Ended May 31, 1993                   1.02%       1.20%       1.42%        9.32%      57.34%           $109,669
December 1, 1991 to May 31, 1992        1.34%(c)    1.19%(c)     1.64%(c)    26.46%(c)    29.50%            $68,659
Year Ended November 30, 1991              1.57%       1.19%       4.33%       25.84%      31.17%             $4,853
Year Ended November 30, 1990              1.88%       1.20%       11.73%      (2.91%)     38.67%               $750
Year Ended November 30, 1989              1.58%       1.20%       8.38%       28.00%      65.89%               $411
January 8, 1988 to November 30, 1988(d) 1.84%(c)    1.19%(c)     2.50%(c)    2.04%(c)     30.90%               $281
B Shares
Year Ended May 31, 1999                  (0.24%)      1.75%       2.30%       (0.90%)     68.72%             $7,784
Year Ended May 31, 1998                  (0.19%)      1.75%       2.31%       20.30%      74.25%             $8,943
Year Ended May 31, 1997                  (0.07%)      1.76%       2.48%       22.33%      75.50%             $6,591
Year Ended May 31, 1996                  (0.12%)      1.96%       2.54%       20.79%      105.43%            $5,130
Year Ended May 31, 1995                   0.28%       1.95%       2.51%        9.88%      63.82%             $3,569
August 5, 1993 (d) to May 31, 1994      0.25%(c)    1.95%(c)     2.55%(c)    2.36%(c)     86.07%             $2,218
- ------------------------------------------------------------------------------------
</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense Reimbursements and/or fee waivers.
(c)  Annualized.
(d) Commencement of operations.; the original class of shares became A Shares.





                                       41
<PAGE>


<TABLE>
<S>                                     <C>            <C>            <C>       <C>            <C>            <C>



                                                                 Net Realized

                                                                      and        Dividends  Distributions  Ending
                                     Beginning Net      Net       Unrealized     from Net    from Net    Net Asset
                                      Asset Value   Investment    Gain (Loss)   Investment   Realized    Value Per
                                       Per Share      Income    on Investments     Income      Gain        Share
- ------------------------------------------------------------------------------------------------------------------------
Diversified Equity Fund
A Shares
Year Ended May 31, 1999                  $43.06        $0.08         $6.29        ($0.20)     ($0.98)      $48.25
Year Ended May 31, 1998                  $36.51        $0.16         $8.99        ($0.27)     ($2.33)      $43.06
Year Ended May 31, 1997                  $30.56        $0.20         $6.10        ($0.16)     ($0.19)      $36.51
May 2, 1996 (d) to May 31, 1996          $29.89        $0.02         $0.65          --          --         $30.56
B Shares
Year Ended May 31, 1999                  $42.69       ($0.11)        $6.09          --        ($0.98)      $47.69
Year Ended May 31, 1998                  $36.31       ($0.06)        $8.85        ($0.08)     ($2.33)      $42.69
Year Ended May 31, 1997                  $30.54        $0.03         $6.00        ($0.07)     ($0.19)      $36.31
May 6, 1996 (d) to May 31, 1996          $29.41        $0.02         $1.11          --          --         $30.54
C Shares
October 1, 1998 (d) to May 31, 1999      $38.71        $0.08        $10.65        ($0.20)     ($0.98)      $48.26
- --------------------------------------------------------------------------------


                                          Ratio to Average Net Assets
                                    ---------------------------------------

                                        Net                                             Portfolio   Net Assets at
                                    Investment      Net         Gross         Total     Turnover    End of Period
                                     Income(a)  Expenses(a) Expenses(a)(b)  Return(c)     Rate     (000's Omitted)
- -----------------------------------------------------------------------------------------------------------------------------------
Diversified Equity Fund
A Shares
Year Ended May 31, 1999              0.47%       1.00%        1.22%        15.08%      N/A(f)            $69,768
Year Ended May 31, 1998              0.60%       1.00%        1.20%        26.08%      N/A(f)            $56,350
Year Ended May 31, 1997              0.81%       1.02%        1.40%        20.75%      48.08%            $25,271
May 2, 1996 (d) to May 31, 1996    1.88%(e)    1.52%(e)      4.06%(e)       2.24%       5.76%             $2,699
B Shares
Year Ended May 31, 1999             (0.28%)      1.75%        2.22%        14.24%      N/A(f)           $111,106
Year Ended May 31, 1998             (0.15%)      1.75%        2.19%        25.13%      N/A(f)            $81,548
Year Ended May 31, 1997              0.09%       1.76%        2.41%        19.86%      48.08%            $33,870
May 6, 1996 (d) to May 31, 1996    1.24%(e)    2.37%(e)      4.95%(e)       3.84%       5.76%             $2,447
C Shares
October 1, 1998 (d) to May 31, 1999 (0.28%)(e)   1.75%(e)      5.15%(e)      28.02%      N/A(f)               $542
- --------------------------------------------------------------------------------
</TABLE>

(a)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(b)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(c)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense Reimbursements and/or fee waivers.
(d)  Commencement of operations.
(e)  Annualized.
(f)  Investment   securities  were  not  held  directly  due  to  investment  in
     Portfolios.  Portfolio Turnover Rate is not applicable as the fund invested
     in more than one Portfolio.





                                       42
<PAGE>

<TABLE>
      <S>                               <C>            <C>        <C>           <C>        <C>             <C>




                                                                 Net Realized

                                                                     and        Dividends  Distributions  Ending
                                       Beginning       Net        Unrealized    from Net     from Net    Net Asset
                                          Net
                                      Asset Value   Investment   Gain (Loss)   Investment    Realized    Value Per
                                       Per Share      Income    on Investments    Income       Gain        Share
- -----------------------------------------------------------------------------------------------------------------------
Growth Equity Fund
A Shares
Year Ended May 31, 1999                 $35.73       ($0.02)        $2.56        ($0.03)     ($2.07)      $36.17
Year Ended May 31, 1998                 $32.49       ($0.06)        $6.88        ($0.04)     ($3.54)      $35.73
Year Ended May 31, 1997                 $29.08       ($0.02)        $4.06        ($0.04)     ($0.59)      $32.49
May 2, 1996 (d) to May 31, 1996         $28.50         --           $0.58          --          --         $29.08
Year Ended May 31, 1999                 $35.23       ($0.25)        $2.48          --        ($2.07)      $35.39
Year Ended May 31, 1998                 $32.28       ($0.23)        $6.72          --        ($3.54)      $35.23
Year Ended May 31, 1997                 $29.07       ($0.13)        $3.93          --        ($0.59)      $32.28
May 6, 1996 (d) to May 31, 1996         $28.18         --           $0.89          --          --         $29.07
C Shares
October 1, 1998 (d) to May 31, 1999     $30.66       ($0.13)        $7.86        ($0.03)     ($2.07)      $36.29
- -------------------------------------------------------------------------------

                                             Ratio to Average Net Assets
                                       -------------------------------------------


                                          Net                                                Portfolio   Net Assets at
                                       Investment        Net         Gross        Total      Turnover    End of Period
                                     Income (Loss)(a) Expenses(a) Expenses(a)(b) Return(c)      Rate     (000's Omitted)
- ------------------------------------------------------------------------------------------------------------------------------------
Growth Equity Fund
A Shares
Year Ended May 31, 1999                 (0.08%)         1.25%        1.44%        7.57%       N/A(f)            $17,335
Year Ended May 31, 1998                 (0.11%)         1.25%        1.42%        22.55%      N/A(f)            $21,567
Year Ended May 31, 1997                 (0.12%)         1.30%        1.95%        14.11%       9.06%            $14,146
May 2, 1996 (d) to May 31, 1996         0.34%(e)      2.08%(e)     6.40%(e)       2.04%        7.39%             $3,338
B Shares
Year Ended May 31, 1999                 (0.83%)         2.00%        2.45%        6.78%       N/A(f)            $18,976
Year Ended May 31, 1998                 (0.85%)         2.00%        2.45%        21.63%      N/A(f)            $16,615
Year Ended May 31, 1997                 (0.82%)         2.04%        3.02%        13.28%       9.06%             $8,713
May 6, 1996 (d) to May 31, 1996        (0.40%)(e)     2.92%(e)     7.44%(e)       3.16%        7.39%               $703
C Shares
October 1, 1998 (d) to May 31, 1999    (0.87%)(e)     2.01%(e)     21.40%(e)      25.73%      N/A(f)                $60
- -------------------------------------------------------------------------------
</TABLE>

(a)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(b)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(c)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense Reimbursements and/or fee waivers.
(d)  Commencement of operations.
(e)  Annualized.
(f)  Investment   securities  were  not  held  directly  due  to  investment  in
     Portfolios.  Portfolio Turnover Rate is not applicable as the fund invested
     in more than one Portfolio.





                                       43
<PAGE>



<TABLE>
<S>                                      <C>           <C>        <C>            <C>            <C>           <C>       <C>


                                                                              Net Realized

                                                                                  and        Dividends   Distributions Ending
                                      Beginning Net      Net       Return      Unrealized     from Net    from Net    Net Asset
                                       Asset Value   Investment      of       Gain (Loss)    Investment   Realized    Value Per
                                        Per Share      Income      Capital   on Investments    Income       Gain        Share
- -----------------------------------------------------------------------------------------------------------------------------------
Small Company Stock Fund
A Shares
Year Ended May 31, 1999                   $12.00       ($0.01)     ($3.26)        --            --           --         $8.73
Year Ended May 31, 1998                   $13.95       ($0.07)     ($0.07)       $1.09          --         ($2.90)     $12.00
Year Ended May 31, 1997                   $14.02       ($0.04)       --          $0.88          --         ($0.91)     $13.95
Year Ended May 31, 1996                   $10.64        $0.01        --          $3.93        ($0.03)      ($0.53)     $14.02
Year Ended May 31, 1995                   $9.84         $0.12        --          $0.87        ($0.11)      ($0.08)     $10.64
December 31, 1993 (e) to May 31, 1994     $10.00        $0.07        --           $0.15       ($0.08)        --         $9.84
B Shares
Year Ended May 31, 1999                   $11.56       ($0.16)     ($3.06)        --            --           --         $8.34
Year Ended May 31, 1998                   $13.63       ($0.11)     ($0.07)       $1.01          --         ($2.90)     $11.56
Year Ended May 31, 1997                   $13.83       ($0.11)       --          $0.82          --         ($0.91)     $13.63
Year Ended May 31, 1996                   $10.56       ($0.08)       --          $3.90        ($0.02)      ($0.53)     $13.83
Year Ended May 31, 1995                   $9.82         $0.07        --          $0.84        ($0.09)      ($0.08)     $10.56
December 31, 1993 (e) to May 31, 1994     $10.00        $0.06        --           $0.17       ($0.07)        --         $9.82
- -----------------------------------------------------------------
                                          Ratio to Average Net Assets
                                      -------------------------------------

                                          Net                                            Portfolio   Net Assets at
                                       Investment      Net        Gross       Total      Turnover    End of Period
                                         Income     Expenses   Expenses(a)  Return(b)      Rate     (000's Omitted)
- -------------------------------------------------------------------------------------------------------------------
Small Company Stock Fund
A Shares
Year Ended May 31, 1999                   (0.12%)(c)   1.20%(c)    1.55%(c)     (27.25%)   183.61%(d)           $5,563
Year Ended May 31, 1998                   (0.50%)(c)   1.20%(c)    1.42%(c)      8.07%     166.16%(d)           $8,426
Year Ended May 31, 1997                    (0.38%)       1.19%       1.67%       6.34%       210.19%            $7,355
Year Ended May 31, 1996                     0.03%        1.21%       1.87%       38.22%      134.53%            $5,426
Year Ended May 31, 1995                     1.14%        0.53%       2.32%       10.19%      68.09%             $1,540
December 31, 1993 (e) to May 31, 1994      1.95%(f)    0.22%(f)    10.66%(f)  (1.98%)(f)     14.98%               $265
B Shares
Year Ended May 31, 1999                   (0.86%)(c)   1.95%(c)    2.63%(c)     (27.85%)     183.61%            $2,904
Year Ended May 31, 1998                   (1.26%)(c)   1.95%(c)    2.47%(c)      7.29%     166.16%(d)           $5,799
Year Ended May 31, 1997                    (1.13%)       1.94%       2.73%       5.46%       210.19%            $5,125
Year Ended May 31, 1996                    (0.74%)       1.96%       2.96%       37.32%      134.53%            $4,125
Year Ended May 31, 1995                     0.38%        1.27%       3.56%       9.31%       68.09%               $963
December 31, 1993 (e) to May 31, 1994      1.27%(f)    0.98%(f)    20.87%(f)  (2.77%)(f)     14.98%               $195
- -----------------------------------------------------------------
</TABLE>

(a)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(b)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursements and/or fee waivers.
(c)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(d)  Reflects the activity of the Portfolio in which the Fund invests.
(e)  Commencement of operations.
(f)  Annualized.





                                       44
<PAGE>

<TABLE>
<S>                                          <C>        <C>            <C>            <C>       <C>




                                                                   Net Realized

                                                                       and       Distributions  Ending
                                       Beginning Net      Net       Unrealized    From Net    Net Asset
                                        Asset Value   Investment   Gain (Loss)    Realized    Value Per
                                         Per Share      Income    on Investments    Gain        Share
- ------------------------------------------------------------------------------------------------------------
Small Cap Opportunities Fund
A Shares
Year Ended May 31, 1999                   $23.60        ($0.11)      ($2.97)       ($0.02)      $20.50
Year Ended May 31, 1998                   $19.83        ($0.07)       $4.37        ($0.53)      $23.60
October 9, 1996 to May 31, 1997(e)        $17.39        ($0.01)       $2.46        ($0.01)      $19.83
B Shares
Year Ended May 31, 1999                   $23.32        ($0.31)      ($2.90)       ($0.02)      $20.09
Year Ended May 31, 1998                   $19.75        ($0.05)       $4.15        ($0.53)      $23.32
November 8, 1996 to May 31, 1997(e)       $17.41        ($0.05)       $2.40        ($0.01)      $19.75
- ---------------------------------------------------------------------------------

                                             Ratio to Average Net Assets
                                       ------------------------------------------

                                              Net                                              Portfolio   Net Assets at
                                           Investment        Net        Gross        Total     Turnover    End of Period
                                         ncome (Loss)(a) Expenses(a) Expenses(a)(b)Return(c)    Rate(d)   (000's Omitted)
- -----------------------------------------------------------------------------------------------------------------------------------
Small Cap Opportunities Fund
A Shares
Year Ended May 31, 1999                   (0.47%)         1.25%       1.49%      (13.03%)     238.84%            $4,698
Year Ended May 31, 1998                   (0.43%)         1.27%       1.86%       21.97%      54.98%             $6,870
October 9, 1996 to May 31, 1997(e)       (0.18%)(f)     1.25%(f)    10.51%(f)     11.37%      34.45%               $522
B Shares
Year Ended May 31, 1999                   (1.28%)         2.06%       2.51%      (13.74%)     238.84%            $4,187
Year Ended May 31, 1998                   (1.21%)         2.02%       3.05%       21.03%      54.98%             $6,140
November 8, 1996 to May 31, 1997(e)      (0.99%)(f)     2.06%(f)    27.27%(f)     13.53%      34.45%               $158
- ---------------------------------------------------------------------------------
</TABLE>

(a)  Includes expenses from the Portfolio(s) in which the Fund invests.
(b)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(c)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursements and/or fee waivers.
(d)  Reflects the activity of the Portfolio in which the Fund invests.
(e)  Commencement of operations.
(f)  Annualized.






                                       45
<PAGE>

<TABLE>
<S>                                       <C>          <C>       <C>             <C>      <C>            <C>




                                                                    Net
                                                                 Realized

                                                                    and      Dividends  Distributions  Ending
                                       Beginning       Net      Unrealized   from Net     From Net    Net Asset
                                          Net
                                      Asset Value   Investment     Gain     Investment    Realized    Value Per
                                                                  (Loss)
                                       Per Share      Income        on         Income       Gain        Share
                                                                Investments
- --------------------------------------------------------------------------------------------------------------------
International Fund
A Shares
Year Ended May 31, 1999                 $23.84        $0.04       ($0.43)     ($0.21)     ($0.46)      $22.78
Year Ended May 31, 1998                 $21.66        $0.03        $2.35      ($0.20)       --         $23.84
Year Ended May 31, 1997                 $19.82        $0.10        $1.94      ($0.20)       --         $21.66
November 1, 1995 to May 31, 1996        $17.97        $0.35        $1.83      ($0.33)       --         $19.82
April 1, 1995 (f) to October 31,        $16.50        $0.01        $1.46        --          --         $17.97
1995
B Shares
Year Ended May 31, 1999                 $23.70       ($0.06)      ($0.49)     ($0.03)     ($0.46)      $22.66
Year Ended May 31, 1998                 $21.55       ($0.09)       $2.31      ($0.07)       --         $23.70
Year Ended May 31, 1997                 $19.71       ($0.06)       $1.93      ($0.03)       --         $21.55
November 1, 1995 to May 31, 1996        $17.91        $0.25        $1.83      ($0.28)       --         $19.71
May 12, 1995 (f) to October 31, 1995    $17.20        $0.01        $0.70        --          --         $17.91
- ----------------------------------------------------------------------------
                                          Ratio to Average Net Assets

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

                                         Net                                              Portfolio    Net Assets at

                                      Investment      Net          Gross        Total      Turnover     End of Period

                                       Income(a)  Expenses(a)  Expenses(a)(b) Return(c)      Rate     (000's Omitted)

- ------------------------------------------------------------------------------------------------------------------------------------
International Fund
A Shares
Year Ended May 31, 1999                   0.37%       1.50%         1.80%       (1.36%)      N/A(g)              $2,866
Year Ended May 31, 1998                   0.44%       1.47%         1.72%        11.20%      N/A(g)              $3,342
Year Ended May 31, 1997                   0.42%       1.43%         1.72%        10.33%     48.23%(d)            $2,240
November 1, 1995 to May 31, 1996        0.92%(e)     1.50%(e)     2.51%(e)       12.31%     14.12%(d)            $1,080
April 1, 1995 (f) to October 31,        0.26%(e)     1.32%(e)     20.95%(e)      8.91%      29.41%(d)              $216
1995
B Shares
Year Ended May 31, 1999                  (0.30%)      2.25%         2.89%       (2.08%)      N/A(g)              $1,973
Year Ended May 31, 1998                  (0.29%)      2.22%         2.81%        10.39%      N/A(g)              $2,245
Year Ended May 31, 1997                  (0.34%)      2.18%         2.76%        9.44%      48.23%(d)            $1,667
November 1, 1995 to May 31, 1996       (0.02%)(e)    2.25%(e)     3.11%(e)       11.79%     14.12%(d)              $995
May 12, 1995 (f) to October 31, 1995    0.17%(e)     1.27%(e)     14.57%(e)      4.30%      29.41%(d)              $395
- ----------------------------------------------------------------------------
</TABLE>

(a)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(b)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(c)  Total  Return does not include the effects of sales  charges.  Total Return
     would have been lower absent expense reimbursements and/or fee waivers.
(d)  Reflects the activity of the Portfolio in which the Fund invests.
(e)  Annualized.
(f)  Commencement of operations.
(g)  Portfolio Turnover Rate is not applicable as the Fund invested in more than
     one Portfolio.









                                       46
<PAGE>




If you would like more information  about the Funds and their  investments,  you
may want to read the following documents:

Statement  of  Additional   Information.   A  Fund's   statement  of  additional
information,  or "SAI," contains  detailed  information about the Funds, such as
its investments,  management,  and  organization.  It is incorporated  into this
Prospectus by reference.

Annual  and  Semi-Annual  Reports.  Additional  Information  about  each  Fund's
investments is available in its annual and semi-annual  reports to shareholders.
In the  annual  report,  the  Fund's  portfolio  manager  discusses  the  market
conditions  and investment  strategies  that  significantly  affected the Fund's
performance during its last fiscal year.

You may obtain free copies of the SAI, annual report,  and semi-annual report by
contacting your investment  representative  or by contacting  Norwest  Advantage
Funds,  733  Marquette  Avenue,  Minneapolis,  Minnesota  55479  or  by  calling
1-800-338-1348 or 1-612-667-8833.

The Funds'  reports and statement of additional  information  are available from
the Securities and Exchange Commission in Washington, D.C. You may obtain copies
of these  documents,  upon payment of a  duplicating  fee, by writing the Public
Reference Section of the SEC, Washington D.C. 20549-6009. The scheduled hours of
operation  of the Public  Reference  Room may be  obtained by calling the SEC at
1-800-SEC-0330. Free copies of the reports and SAIs are available from the SEC's
Internet website at http:// www.sec.gov.

The SEC's Investment Company Act file number for the Funds is 811-4881.





                                      47
<PAGE>





                                   Prospectus
                                 October 1, 1999


                       Performa Strategic Value Bond Fund


                        Performa Disciplined Growth Fund


                          Performa Small Cap Value Fund






































AN INVESTMENT IN A FUND IS NOT A DEPOSIT OF NORWEST BANK MINNESOTA,  N.A. OR ANY
OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT,  THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

The U.S.  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.



<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
1.     RISK/RETURN SUMMARY......................................................
2.     FEES AND EXPENSES OF THE FUNDS...........................................
3.     GLOSSARY.................................................................
4.     INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS................
       Performa Strategic Value Bond Fund.......................................
       Performa Disciplined Growth Fund.........................................
       Performa Small Cap Value Fund............................................
5.     OTHER CONSIDERATIONS.....................................................
6.     MANAGEMENT OF THE FUNDS..................................................
7.     HOW TO BUY AND SELL SHARES...............................................
       Determination of Net Asset Value.........................................
       General Purchase Information.............................................
       General Redemption Information...........................................
8.     DISTRIBUTIONS AND TAX MATTERS............................................
9.     OTHER INFORMATION........................................................
10.    FINANCIAL HIGHLIGHTS.....................................................


                                       ii


<PAGE>


RISK/RETURN SUMMARY

The following is a summary of certain key information  about the Funds. You will
find additional information about the Funds after this summary.

In this summary,  we will  identify  certain kinds of risks that apply to one or
more of the Funds. These risks are

     o    Market Risk.  This is the risk that the value of a Fund's  investments
          will fluctuate as the stock or bond markets  fluctuate and that prices
          overall will decline over short or longer-term periods.

     o    Interest  Rate Risk.  This is the risk that changes in interest  rates
          will  affect  the value of a Fund's  investments,  particularly  those
          investments  in  debt or  income-producing  securities.  Increases  in
          interest rates may cause the value of a Fund's investments to decline.

     o    Credit  Risk.  This is the risk that the issuer of a security  will be
          unable  to  make  timely  payments  of  interest  or  principal  or to
          otherwise honor its obligations.

     o    Management Risk. This is the risk that a Fund's manager will make poor
          choices  in  selected  securities.  All  actively  managed  Funds have
          management risk.

The  Risk/Return  Summary  includes a bar chart for each Fund showing its annual
returns and a table showing its average annual returns.  The bar chart and table
provide an  indication of the  historical  risk of an investment in each Fund by
showing:

     o    changes in the Fund's performance over the life of the Fund; and

     o    how the Fund's average annual returns for one year and the life of the
          Fund, compare to those of a broad-based securities market index.

Another  important  thing for you to note:  You may lose money by investing in a
Fund.


   PERFORMA STRATEGIC VALUE BOND FUND

OBJECTIVE.  The Fund's investment objective is to seek total return by investing
primarily in income producing securities.

PRINCIPAL  INVESTMENT  STRATEGIES.   The  Fund  invests  in  a  broad  range  of
fixed-income  instruments  to create a  strategically  diversified  portfolio of
fixed-income  investments.  These investments include corporate bonds, mortgage-
and other asset-backed securities, U.S. Government securities,  preferred stock,
convertible bonds, and foreign bonds. In selecting investments, the Fund focuses
on relative value as opposed to predicting the direction of interest  rates.  In
general,  the Fund seeks higher  current  income  instruments  such as corporate
bonds  and  mortgage-and  other  asset-backed  securities  in order  to  enhance
returns.  The Fund  expects to  maintain  an average  dollar-weighted  portfolio
maturity of between 5 and 15 years.

PRINCIPAL  RISKS.  The principal risks of investing in the Fund are market risk,
interest rate risk, and credit risk. The Fund's  investments in different styles
and in both equity and  fixed-income  securities have allocation  risk, which is
the risk that the allocation of investments may have a more  significant  effect
on the  Fund's  net asset  value  when one  investment  style or asset  class is
performing more poorly than others. The Fund's  investments in  mortgage-related
and  asset-backed  securities  have  prepayment  risk,  which is the  risk  that
mortgage loans or other obligations will be prepaid when interest rates decline,
forcing the Fund to reinvest in securities with lower interest  rates.  For this
and  other  reasons,  mortgage-related  and  asset-backed  securities  may  have
significantly   greater  price  and  yield   volatility  than  traditional  debt
securities.


                                       1
<PAGE>


   BAR CHART AND PERFORMANCE INFORMATION

   The  following bar chart and  performance  table provide an indication of the
   historical risk of an investment in the Fund.

                       [EDGAR Representation of Bar Chart]

                              1998      8.00%


     The calendar year-to-date total return as of June 30, 1999 was -1.79%.

   During the periods shown in the chart, the highest quarterly return was 3.70%
   (for the quarter ended  September 30, 1998) and the lowest  quarterly  return
   was -0.24% (for the quarter ended December 31, 1998).

   The following  table  compares the Fund's  average annual total returns as of
   December 31, 1998 to the Lehman Brothers Agency Index.

                          Performa Strategic                     Lehman Brothers
Year(s)                     Value Bond Fund                       Agency Index
1  Year                          8.00%                                8.83%
Since Inception (10/15/97)       8.93%                              9.66%(1)

(1)      For the period 9/30/97 - 12/31/98.

The Lehman Brothers Agency Index is _________________________.


PERFORMA DISCIPLINED GROWTH FUND

OBJECTIVE.  The Fund's investment  objective is to seek capital  appreciation by
investing primarily in common stocks of larger companies.

PRINCIPAL  INVESTMENT  STRATEGIES.  The Fund seeks higher  long-term  returns by
investing  primarily in the common stock of companies that possess above average
potential  for  growth.  The Fund  invests  in  companies  with  average  market
capitalizations  greater  than $5  billion.  The Fund seeks to  identify  growth
companies  that will report a level of corporate  earnings that exceed the level
expected by investors.

PRINCIPAL RISKS.  The principal risk of investing in the Fund is market risk.


                                       2
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  following  bar chart and  performance  table  provide an  indication of the
historical risk of an investment in the Fund.

                       [EDGAR Representation of Bar Chart]

                              1998      16.79%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
5.93%.

During the periods shown in the chart,  the highest  quarterly return was 19.17%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -13.04% (for the quarter ended September 30, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Standard & Poor's 500 Index ("S&P 500 Index").

                             Performa Disciplined                        S&P 500
Year(s)                           Growth Fund                             Index
1  Year                              16.79%                               28.58%
Since Inception (10/15/97)            9.33%                               25.03%

(1)      For the period 9/30/97 - 12/31/98.

The S&P 500 Index is a widely recognized  unmanaged index of common stocks.  The
S&P 500  Index  figures  assume  reinvestment  of all  dividends  paid by stocks
included in the index.  Unlike the performance  figures of the Fund, the S&P 500
Index's  performance  does not  reflect  the  effect of  expenses.  The index is
unmanaged and is not available for investment.

PERFORMA SMALL CAP VALUE FUND

OBJECTIVE.  The Fund's investment  objective is to seek capital  appreciation by
investing primarily in common stocks of smaller companies.

PRINCIPAL  INVESTMENT  STRATEGIES.   The  Fund  seeks  capital  appreciation  by
investing in common stocks of smaller  companies.  The Fund will normally invest
substantially  all  of  its  assets  in  securities  of  companies  with  market
capitalizations that reflect the market capitalizations of companies included in
the  Russell  2000  Index,  which  range  from  approximately  $220  million  to
approximately  $1.4  billion.  The Fund seeks  higher  growth  rates and greater
long-term  returns  by  investing  primarily  in the  common  stock  of  smaller
companies  that are  undervalued  and  likely  to  report  a level of  corporate
earnings exceeding the level expected by investors.

PRINCIPAL RISKS. The principal risk of investing in the Fund is market risk. The
Fund's investments in  small-capitalization  companies have capitalization risk.
These  investments  tend to be  more  volatile  than  investments  in  large-cap
companies.  In  addition,  small-cap  companies  may have more risk because they
often have limited product lines, markets, or financial resources.
Also, the market for the sale of small-cap stocks may be less liquid.


                                       3
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

The  following  bar chart and  performance  table  provide an  indication of the
historical risk of an investment in the Fund.

                       [EDGAR Representation of Bar Chart]

                              1998      -5.53%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
0.92%.

During the periods shown in the chart,  the highest  quarterly return was 16.78%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -25.94% (for the quarter ended September 30, 1998).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1998 to the Russell 2000 Index.

                            Performa Small Cap                      Russell 2000
Year(s)                         Value Fund                              Index
1  Year                           -5.53%                               -2.24%
Since Inception (10/15/97)       -10.86%                             -4.46%(1)

(1)      For the period 9/30/97 - 12/31/98.

The Russell 2000 Index is a  capitalization  weighted index that is comprised of
2000 of the smallest stocks (on the basis of capitalization) in the Russell 3000
Index. Representing approximately 10% of the Russell 3000 total market cap, this
is a  small  cap  index.  The  index  is  unmanaged  and  is not  available  for
investment.






                                       4
<PAGE>




FEES AND EXPENSES OF THE FUNDS

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Funds.

SHAREHOLDER TRANSACTION EXPENSES
(fees paid directly from your investment)

None

<TABLE>
<S>                                                    <C>                 <C>                 <C>

ANNUAL FUND OPERATING EXPENSES (1)
(expenses that are deducted from Fund assets)

                                                Performa Strategic        Performa             Performa
                                                  Value Bond Fund        Disciplined     Small Cap Value Fund
                                                                         Growth Fund

Investment Advisory Fees                              0.50%                0.90%                0.95%
Other Expenses (2)                                    0.78%                0.55%                0.77%
Total Annual Fund Operating Expenses(3)               1.28%                1.45%                1.72%

</TABLE>


(1)  Based on amounts incurred during each Fund's fiscal year ended May 31, 1999
     stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  The Funds are subject to voluntary  fee waivers and expense  reimbursements
     that  reduce  the  operating  expenses  of the  Funds.  See  the  Financial
     Highlights table for information about fund expenses net of fee waivers and
     expense reimbursements


EXAMPLES OF EXPENSES

These  examples are intended to help you compare the cost of investing in a Fund
with the cost of investing in other mutual funds.  The examples  assume that you
invest $10,000 in a Fund for the time periods  indicated,  that your  investment
has a 5% annual return,  that the Fund's operating expenses remain the same, and
that distributions are reinvested. Your actual costs may be higher or lower than
those shown.

You would pay the following expenses assuming that you redeem your shares at the
end of each period:

<TABLE>
<S>                                     <C>                           <C>                 <C>

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

                                Performa Strategic       Performa Disciplined        Performa Small Cap
                                 Value Bond Fund              Growth Fund                Value Fund
- ---------------------------- ------------------------- -------------------------- -------------------------
                             ------------------------- -------------------------- -------------------------

- ----------------------------
                             ------------------------- -------------------------- -------------------------
1 YEAR                                 130                        148                       175
- ---------------------------- ------------------------- -------------------------- -------------------------
3 YEARS                                406                        459                       542
- ---------------------------- ------------------------- -------------------------- -------------------------
5 YEARS                                702                        792                       933
- ---------------------------- ------------------------- -------------------------- -------------------------
10 YEARS                              1,545                      1,735                     2,030
- ---------------------------- ------------------------- -------------------------- -------------------------

You would pay the following expenses assuming that you do NOT redeem your shares
at the end of the periods shown:

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

                                Performa Strategic       Performa Disciplined        Performa Small Cap
                                 Value Bond Fund              Growth Fund                Value Fund
- ---------------------------- ------------------------- -------------------------- -------------------------
                             ------------------------- -------------------------- -------------------------

- ----------------------------
                             ------------------------- -------------------------- -------------------------
1 YEAR                                 130                        148                       175
- ---------------------------- ------------------------- -------------------------- -------------------------
3 YEARS                                406                        459                       542
- ---------------------------- ------------------------- -------------------------- -------------------------
5 YEARS                                702                        792                       933
- ---------------------------- ------------------------- -------------------------- -------------------------
10 YEARS                              1,545                      1,735                     2,030
- ---------------------------- ------------------------- -------------------------- -------------------------
</TABLE>




                                       5
<PAGE>




GLOSSARY

This Glossary of frequently  used terms will help you  understand the discussion
of the Funds' objectives, strategies and risks.


TERM                                  DEFINITION

Board                                 The Board of Trustees of Norwest Advantage
                                      Funds.

Duration                              A  measure  of a debt  security's  average
                                      life that  reflects  the present  value of
                                      the  security's   cash  flow.   Prices  of
                                      securities with longer durations generally
                                      are more volatile.

Market Capitalization                 The  total  market  value  of  a company's
                                      outstanding common stock.

NRSRO                                 A   nationally   recognized    statistical
                                      rating   organization,  such as S&P,  that
                                      rates    fixed    income-securities    and
                                      preferred stock by relative credit risk.

Non-Investment Grade                  Neither     rated    at    the    time  of
                                      purchase  in 1 of the 4 highest  long-term
                                      or 2 highest short-term ratings categories
                                      by an NRSRO nor unrated and  determined by
                                      the Adviser to be of comparable quality.

Russell 2000(R) Index                 A    broad-based    index    of    smaller
                                      capitalization companies.

S&P                                   Standard & Poor's Corporation.

S&P 500 Index                         Standard  &  Poor's  500  Composite  Stock
                                      Price   Index,   an    index   of    large
                                      capitalization companies.

SAI                                   Statement of Additional Information.

SEC                                   The   U.  S.   Securities   and   Exchange
                                      Commission.

U.S. Government Security              A  security  issued  or  guaranteed  as to
                                      principal    and    interest   by the U.S.
                                      Government,   its    agencies    or    its
                                      instrumentalities.





                                       6
<PAGE>




INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS

         This  section of the prospectus provides a more complete description of
         each Fund's  investment  objective and principal  strategies and risks.
         Except  as  otherwise  indicated,  the  Board  may  change  the  Funds'
         investment policies without shareholder approval. The Funds' investment
         objectives are fundamental.  There can, of course, be no assurance that
         any Fund will achieve its investment objective.

         The Funds are "gateway" funds in a  "core/gateway"  structure.  In this
         structure  a  "gateway"  fund  invests  all of its  assets  in a  "core
         portfolio" that has a substantially  identical investment objective and
         substantially  similar  policies as the  gateway  fund.  Gateway  funds
         investing  in the same core  portfolio  can  enhance  their  investment
         opportunities and reduce their expense ratios through sharing the costs
         of managing a large pool of assets. Except when necessary to describe a
         Fund's  investment in a core portfolio,  references to the gateway fund
         also include the core portfolio.

         This section  describes  risks that affect the Funds'  portfolios  as a
         whole.  Certain  of these  risks may apply to one or more of the Funds.
         These risks are:

          o    Market  Risk.  This  is the  risk  that  the  value  of a  Fund's
               investments will fluctuate as the stock or bond markets fluctuate
               and that prices  overall will  decline over short or  longer-term
               periods.

          o    Interest  Rate Risk.  This is the risk that  changes in  interest
               rates will affect the value of a Fund's investments, particularly
               those  investments  in  debt  or   income-producing   securities.
               Increases  in  interest  rates  may  cause  the value of a Fund's
               investments to decline.

          o    Credit Risk.  This is the risk that the issuer of a security will
               be unable to make timely  payments of interest or principal or to
               otherwise honor its obligations.

          o    Management Risk. This is the risk that a Fund's manager will make
               poor choices in selected  securities.  All actively managed Funds
               have management risk.


PERFORMA STRATEGIC VALUE BOND FUND

          Investment  Objective and Strategies.  The Fund's investment objective
          is to seek total  return by investing  primarily  in income  producing
          securities.

          The Fund invests in a broad range of fixed-income instruments in order
          to  create  a  strategically  diversified  portfolio  of  fixed-income
          investments.  These investments include corporate bonds, mortgage- and
          other asset-backed securities,  U.S. Government securities,  preferred
          stock, convertible bonds, and foreign bonds.

          In  selecting  investments,  the Fund  focuses  on  relative  value as
          opposed to predicting the direction of interest rates. In general, the
          Fund seeks higher current income  instruments  such as corporate bonds
          and  mortgage-and  other  asset-backed  securities in order to enhance
          returns.  The Fund believes that this exposure enhances performance in
          varying  economic and interest rate cycles and avoids  excessive  risk
          concentrations.   The  Fund's  investment  process  involves  rigorous
          evaluation of each security,  including  identifying  and valuing cash
          flows,  embedded  options,  credit  quality,   structure,   liquidity,
          marketability, current-versus-historical trading relationships, supply
          and  demand  for the  instrument,  and  expected  returns  in  varying
          economic/interest  rate  environments.  The Fund uses this  process to
          seek to identify  securities that represent the best relative economic
          value.  The Fund then evaluates the results of the investment  process
          against  its  objective  and  purchases  those   securities  that  are
          consistent with its investment objective.


                                       7
<PAGE>


          The Fund  particularly  seeks  strategic  diversification.  The Fund's
          investments include:

          o    up to 75% of its total assets in corporate bonds;

          o    up to 65% of its total assets in mortgage-backed securities; and

          o    up to 50% of its total assets in asset-backed securities.

          The Fund may invest in U.S. Government securities without restriction.
          The Fund generally will not invest more than 5% of its total assets in
          the corporate bonds of any single issuer.

          The  Fund  will  invest  65%  of  its  total  assets  in  fixed-income
          securities rated, at the time of purchase, within the 3 highest rating
          categories  assigned  by at least 1 NRSRO,  or which are  unrated  and
          determined  by the Adviser to be of comparable  quality.  The Fund may
          invest  up  to  20%  of  its  total  assets  in  non-investment  grade
          securities.

          The Fund  expects to  maintain  an average  dollar-weighted  portfolio
          maturity of between 5 and 15 years. The Fund's duration  normally will
          vary between 3 and 8 years.

          RISK CONSIDERATIONS.  The principal risks of investing in the Fund are
          interest  rate  risk  and  credit  risk.  The  Fund's  investments  in
          mortgage-related  and  asset-backed  securities have prepayment  risk,
          which is the risk that  mortgage  loans or other  obligations  will be
          prepaid when interest rates  decline,  forcing the Fund to reinvest in
          securities  with lower  interest  rates.  For this and other  reasons,
          mortgage-related  and asset-backed  securities may have  significantly
          greater price and yield volatility than traditional debt securities.

PERFORMA DISCIPLINED GROWTH FUND

          INVESTMENT  OBJECTIVE AND STRATEGIES.  The Fund's investment objective
          is to seek  capital  appreciation  by  investing  primarily  in common
          stocks of larger companies.

          The Fund seeks higher long-term returns by investing  primarily in the
          common stock of companies  that possess  above  average  potential for
          growth.   The  Fund   invests  in  companies   with   average   market
          capitalizations greater than $5 billion.

          In selecting investments,  the Fund seeks to identify growth companies
          that will report a level of corporate  earnings  that exceed the level
          expected by investors. In seeking these companies,  the Fund uses both
          quantitative and fundamental  analysis.  The Fund may consider,  among
          other factors,  changes of earnings estimates by investment  analysts,
          the recent trend of company earnings  reports,  and an analysis of the
          fundamental  business outlook for the company. The Fund uses a variety
          of  valuation  measures  to  determine  whether or not the share price
          already reflects any positive fundamentals  identified by the Fund. In
          addition to approximately equal weighting of portfolio securities, the
          Fund attempts to constrain the  variability of the investment  returns
          by employing  risk  control  screens for price  volatility,  financial
          quality, and valuation.

          RISK  CONSIDERATIONS.  The principal  risk of investing in the Fund is
          market risk.  There also is a risk of using a growth strategy  because
          the stocks in which the Fund  invests may not achieve the  anticipated
          growth  during a given period or may decline in price.  This may occur
          if growth stocks as a category lose favor with  investors  compared to
          value stocks.

PERFORMA SMALL CAP VALUE FUND

          INVESTMENT  OBJECTIVE AND STRATEGIES.  The Fund's investment objective
          is to seek  capital  appreciation  by  investing  primarily  in common
          stocks of smaller companies.

          The Fund normally  invests  substantially  all of its assets (at least
          65%) in  securities  of  companies  with market  capitalizations  that
          reflect  the  market  capitalizations  of  companies  included  in the
          Russell  2000 Index,  which range from  approximately  $220 million to
          approximately $1.4 billion.


                                       8
<PAGE>


          The Fund seeks higher  growth rates and greater  long-term  returns by
          investing  primarily in the common stock of smaller companies that are
          undervalued  and  likely  to  report  a level  of  corporate  earnings
          exceeding the level expected by investors.  The Fund values  companies
          based  upon  both the  price-to-earnings  ratio of the  company  and a
          comparison  of the public market value of the company to a proprietary
          model  that  values  the  company in the  private  market.  In seeking
          companies that will report a level of earnings exceeding that expected
          by  investors,   the  Fund  uses  both  quantitative  and  fundamental
          analysis.  Among other factors, the Fund considers changes of earnings
          estimates by investment analysts, the recent trend of company earnings
          reports, and the fundamental business outlook for the company.

          RISK  CONSIDERATION.  The  principal  risk of investing in the Fund is
          market risk. The Fund's investments in small-capitalization  companies
          have  capitalization  risk. These investments tend to be more volatile
          than  investments  in  large-cap  companies.  In  addition,  small-cap
          companies  may have more risk because they often have limited  product
          lines, markets, or financial resources.  Also, the market for the sale
          of small-cap stocks

OTHER CONSIDERATIONS

DERIVATIVES

          The Funds may use  certain  derivative  instruments,  such as options,
          swap agreements,  interest rate caps, collars, and floors, and futures
          contracts to manage risk.  Derivatives  are financial  contracts whose
          value  depends  on, or is  derived  from,  the value of an  underlying
          assets,  reference  rate,  or  index.  In  addition  to  other  risks,
          derivatives  involve the risk of difficulties in pricing and valuation
          and the  risk  that  changes  in the  value  of a  derivative  may not
          correlate perfectly with relevant assets, rates, or indices.

DOWNGRADED SECURITIES

          Each Fund may retain a security  whose  rating has been  lowered (or a
          security of  comparable  quality to a security  whose  rating has been
          lowered) below the Fund's lowest  permissible  rating  category if the
          Fund's Adviser  determines  that retaining the security is in the best
          interests  of  the  Fund.  Because  a  downgrade  often  results  in a
          reduction  in the market price of the  security,  sale of a downgraded
          security may result in a loss.

TEMPORARY DEFENSIVE POSITION

          To  respond  to  adverse  market,   economic,   political,   or  other
          conditions,  each Fund may assume a temporary  defensive  position and
          invest without limit in cash and cash  equivalents.  When a Fund makes
          temporary  defensive  investments,  it may not achieve its  investment
          objective.

PORTFOLIO TURNOVER

          From time to time, a Fund may engage in active  short-term  trading to
          take advantage of price movements affecting individual issues,  groups
          of issues, or markets.  Higher portfolio  turnover rates may result in
          increased  brokerage  costs  and a  possible  increase  in  short-term
          capital  gains or losses.  The  Financial  Highlights  table lists the
          Funds' portfolio turnover rate.

YEAR 2000

          Certain  computer  systems  may not process  date-related  information
          properly on and after January 1, 2000. The Adviser is addressing  this
          matter  for its  systems.  The Funds'  other  service  providers  have
          informed the Funds that they are taking similar measures.  Investments
          in foreign  companies  are  particularly  vulnerable to Year 2000 risk
          because  these  companies  may  not  have  the  financial   resources,
          technology,  or  personnel  needed  to  address  Year  2000  readiness
          concerns.  This matter,  if not corrected,  could adversely affect the
          services  provided  to the  Funds or the  issuers  in which  the Funds
          invest and could, therefore, lower the value of your Fund shares.




                                       9
<PAGE>




MANAGEMENT OF THE FUNDS

INVESTMENT ADVISORY SERVICES

          NORWEST INVESTMENT MANAGEMENT, INC. is the investment adviser for each
          Fund and each Portfolio.  In this capacity,  Norwest makes  investment
          decisions for and administers  the Funds' and  Portfolios'  investment
          programs.  Norwest  Investment  Management,  Inc.'s address is Norwest
          Center, Sixth Street and Marquette, Minneapolis, MN 55479.

          Norwest  and  certain  of  the  Portfolios  have  retained  investment
          subadvisers  to  make  investment  decisions  for and  administer  the
          investment  programs of those Funds and  Portfolios.  Norwest  decides
          which  portion  of the assets of a  Portfolio  the  subadviser  should
          manage and  supervises the  subadvisers'  performance of their duties.
          The subadvisers are:

          GALLIARD CAPITAL MANAGEMENT,  INC. or GALLIARD, an investment advisory
          subsidiary of Norwest Bank,  provides  investment advisory services to
          bank and thrift institutions, pension and profit sharing plans, trusts
          and  charitable  organizations,   and  corporate  and  other  business
          entities.  Galliard Capital Management,  Inc.'s address is 800 LaSalle
          Ave. Suite 2060, Minneapolis, MN 55479.

          SMITH ASSET MANAGEMENT  GROUP,  L.P. or SMITH, an investment  advisory
          affiliate of Norwest Bank, provides investment  management services to
          company retirement plans,  foundations,  endowments,  trust companies,
          and high net worth individuals using a disciplined equity style. Smith
          Asset  Management  Group's address is 300 Crescent  Court,  Suite 750,
          Dallas, TX 75201.

          Listed  below,  for each Fund,  are the portfolio  managers  primarily
          responsible for the day-to-day  management of the Funds'  investments.
          The year a portfolio manager began managing a Fund's portfolio follows
          the manager's  name in  parenthesis.  The list includes the investment
          advisory  fees payable to Norwest by the  Portfolios.  The list states
          the investment advisory fees on an annualized basis as a percentage of
          a Portfolio's average daily net assets.  Descriptions of the portfolio
          managers' recent experience follow the list of portfolio  managers and
          advisory fees.

          Norwest  (and not the  Funds  or  Portfolios)  pays  the  subadvisers'
          investment  subadvisory  fees. The investment  subadvisory fees do not
          increase the amount of the investment advisory fees paid to Norwest by
          the Portfolios.


         Performa Strategic Value Bond Fund
         Portfolio:                       Strategic Value Bond Portfolio
         Subadviser:                      Galliard
         Portfolio Managers:              Richard Merriam, CFA (1997),John Huber
                                          (1998), and David Yim (1998).
         Advisory Fee:                    0.50%


         Performa Disciplined Growth Fund
         Portfolios:                      Disciplined Growth Portfolio
         Subadviser:                      Smith
         Portfolio Manager:               Stephen S. Smith, CFA (1997).
         Advisory Fee:                    0.90%


         Performa Small Cap Value Fund
         Portfolio:                       Small Cap Value Portfolio
         Subadviser:                      Smith
         Portfolio Manager:               Stephen S. Smith, CFA (1997).
         Advisory Fee:                    0.95%


                                       10
<PAGE>


PORTFOLIO MANAGERS

          JOHN HUBER,  associated with Norwest or its affiliates since 1990. Mr.
          Huber has been a Portfolio Manager and Director of Trading at Galliard
          since 1995 and has been in investment management since 1990.

          RICHARD MERRIAM, associated with Norwest or its affiliates since 1995.
          Mr. Merriam has been a managing  partner of Galliard since 1995 and is
          responsible  for  investment  process and  strategy.  Mr.  Merriam was
          previously Chief Investment Officer of Insight Investment Management.

          STEPHEN S. SMITH,  associated  with  Norwest or its  affiliates  since
          1997. Mr. Smith has been a Chief  Investment  Officer and principal of
          the Smith Group  since 1995.  Mr.  Smith  previously  served as senior
          portfolio manager with NationsBank and in several  capacities with AIM
          Management Company's Summit Fund.

          DAVID YIM,  associated with Norwest or its affiliates  since 1995. Mr.
          Yim has been a Portfolio  Manager and Director of Investment  Research
          of Galliard  since 1995 and  previously  worked for  American  Express
          Financial Advisors as a Research Analyst.

DORMANT INVESTMENT ADVISORY ARRANGEMENTS

         Norwest  has been  retained  as a  "dormant"  or  "back-up"  investment
         adviser to manage any assets redeemed and invested  directly by a Fund.
         Norwest does not receive any  compensation  under this  arrangement  as
         long as a Fund  invests  entirely  in a  Portfolio.  If a Fund  redeems
         assets from a Portfolio and invests them directly,  Norwest receives an
         investment  advisory  fee from the  Fund  for the  management  of those
         assets.

OTHER FUND SERVICES

         The   Forum   Financial   Group  of   companies   provide   managerial,
         administrative,  and underwriting  services to the Funds.  Norwest Bank
         acts as the Funds'  transfer  agent,  dividend  disbursing  agent,  and
         custodian.

BACKGROUND OF SMITH GROUP PERFORMANCE

         The table  below sets forth  composite  performance  data for the dates
         indicated  relating to the historical  performance of certain  separate
         accounts and mutual fund portfolios primarily managed by Stephen Smith,
         the portfolio  manager of  Disciplined  Growth  Portfolio and Small Cap
         Value Portfolio.  The data illustrate the past performance of Mr. Smith
         in  managing   substantially   similar  accounts  as  measured  against
         specified market indices.  It does not represent the performance of the
         Portfolios.  This  performance  data  is not an  indication  of  future
         performance of the Portfolios, the Smith Group or Mr. Smith.

         Mr. Smith's  composites include all actual,  fee-paying,  discretionary
         institutional  private  accounts and mutual fund portfolios  managed by
         Mr. Smith that have  substantially  the same investment  objectives and
         strategies. Mr. Smith's composite performance was calculated on a total
         return basis and includes all dividends and interest,  accrued  income,
         and  realized  and  unrealized  gain and loss.  The data  accounts  for
         securities transactions on the trade date and uses accrual accounting.

         All returns reflect the deduction of the highest  effective  investment
         advisory fees, brokerage  commissions,  and execution costs paid by the
         Adviser's  private  accounts,  without  provision  for federal or state
         income taxes.  Returns include returns from cash and cash  equivalents.
         Account fees vary depending on, among other things,  the applicable fee
         schedule,  portfolio size and nature of the account. Custodial fees, if
         any, were not included in the  calculation.  A schedule of Mr.  Smith's
         fees is available on request.

         The monthly  returns of Mr. Smith's  composites  combine the individual
         accounts'  returns  (calculated on a  time-weighted  rate of return) by
         asset-weighing  each  individual   account's  asset  value  as  of  the
         beginning of the month.  Quarterly and yearly returns are calculated by
         geometrically linking the monthly and quarterly returns, respectively.


                                       11
<PAGE>


         The institutional  private accounts included in Mr. Smith's  composites
         are not  subject to  certain  investment  limitations,  diversification
         requirements,  specific tax  restrictions,  and investment  limitations
         imposed on the Portfolios by the Investment  Company Act of 1940 or the
         Internal  Revenue  Code.  The  performance   results  could  have  been
         adversely  affected if the  institutional  private accounts included in
         the composite had been regulated as investment companies.

         The composites are unaudited and do not represent the past  performance
         of nor predict the future  returns of the  Portfolios  or an individual
         investor  investing  in  Performa  Disciplined  Growth Fund or Performa
         Small Cap Value Fund. The use of a methodology different from that used
         to calculate  the  performance  could  result in different  performance
         data.

<TABLE>
            <S>                                      <C>                                       <C>

                                         Mr. Smith's Composite for the                  S&P 500 Index(3)
                                          Disciplined Growth Style(2)
           1995                                     38.05%                                   37.54%
           1996                                     31.26%                                   22.99%
           1997                                     39.20%                                   33.34%
           1998                                     19.70%                                   28.57%
      1999 to Date(1)                                5.15%                                    8.28%
         1 Year(1)                                  33.04%                                   39.77%
        3 Years(1)                                  26.43%                                   28.55%
      Since Inception                               28.90%                                   27.79%
         1/1/95(1)
                                         Mr. Smith's Composite for the                   Russell 2000(4)
                                             Small Cap Value Style
           1997                                     22.38%                                   22.36%
           1998                                     (1.96%)                                  (2.55%)
     1999 to Date (1)                               (3.61%)                                   2.35%
          1 Year                                    15.66%                                   28.56%
Since Inception 11/1/96(1)                           9.75%                                    9.82%

</TABLE>

          (1)  Average annual return  through  August 31, 1999.  Return for less
               than one year is not annualized.

          (2)  The composite returns consist of the total returns for the period
               January  1995  through  August  31,  1999 of  accounts  for which
               Stephen  S.  Smith,  now Chief  Investment  Officer  of the Smith
               Group,   served  as  the  primary  manager  as  described  above,
               including the period  January 1, 1995 - October 31, 1995,  during
               which Mr. Smith was senior  portfolio  manager for another  firm.
               The composite does not include the  performance of other accounts
               not managed  similarly to the Portfolio.  Since November 1, 1995,
               when the Smith Group commenced operations, Mr. Smith has employed
               the same investment style in discretionary private accounts as he
               employed in the accounts  described above. No other person played
               a significant  part in achieving the prior  performance  of these
               accounts during Mr. Smith's tenure.  The data for January 1, 1995
               - October 31, 1995 is not,  and should not be,  construed  as the
               performance data of Smith Group.

          (3)  The S&P 500 Index is an unmanaged index containing  common stocks
               of  500  industrial,   transportation,   utility,  and  financial
               companies, regarded as generally representative of the U.S. stock
               market.  The Index reflects the  reinvestment of income dividends
               and  capital  gain  distributions,  if any,  but does not reflect
               fees, brokerage commissions, or other expenses of investing.

          (4)  The Russell 2000 Index is an unmanaged  index  consisting  of the
               securities   of   the   2,000   issuers   having   the   smallest
               capitalization   in  the   Russell   3000   Index,   representing
               approximately    10%   of   the   Russell   3000   total   market
               capitalization.  The Index  reflects the  reinvestment  of income
               dividends  and capital gain  distributions,  if any, but does not
               reflect  fees,  brokerage  commissions,   or  other  expenses  of
               investing.


                                       12
<PAGE>


HOW TO BUY AND SELL SHARES

DETERMINATION OF NET ASSET VALUE

         Each Fund  determines its net asset value or NAV at 4:00 p.m.,  Eastern
         Time on each Fund  business  day,  which is any day the New York  Stock
         Exchange is open,  by dividing the value of its net assets  (i.e.,  the
         value of its securities and other assets less its  liabilities)  by the
         number of shares outstanding at the time the determination is made.

         The Funds value portfolio  securities at current market value if market
         quotations are readily available.  If market quotations are not readily
         available, the Funds value those securities at fair value as determined
         by or pursuant to procedures adopted by the Board.

         European,  Far Eastern,  and  other international  securities exchanges
         and over-the-counter  markets normally complete trading well before the
         close of  business  on each  Fund  business  day.  Trading  in  foreign
         securities,  however,  may not take place on all Fund  business days or
         may  take  place  on  days  that  are  not  Fund  business   days.  The
         determination  of the prices of foreign  securities may be based on the
         latest  market  quotations  for the  securities.  If events  occur that
         affect the  securities'  value  after the close of the markets on which
         they  trade,  the  Funds  may make an  adjustment  to the  value of the
         securities for purposes of determining NAV.

         For  purposes  of  determining  NAV,  the Funds  convert all assets and
         liabilities  denominated in foreign currencies into U.S. dollars at the
         mean of the bid and asked  prices of such  currencies  against the U.S.
         dollar last quoted by a major bank prior to the time of conversion.

         You may purchase  Fund shares on Fund business days at a price equal to
         their NAV next determined after receipt of your purchase order.

GENERAL PURCHASE INFORMATION

         You may purchase  shares only through certain  financial  institutions.
         The Funds'  transfer agent  processes all  transactions in Fund shares.
         Please call  1-888-800-6748 for information about opening an account to
         purchase Fund shares.

         You may purchase and redeem Fund shares  without a sales or  redemption
         charge.  Purchases of Fund shares require a minimum initial  investment
         of $1,000 and minimum subsequent investments of $100. The Funds reserve
         the  right to reject  any  subscription  for the  purchase  of  shares,
         including subscriptions by market timers.

         Your  shares may be held in your name or in the name of your  financial
         institution.  Subject to your  institution's  procedures,  you may have
         Fund shares held in the name of your financial institution  transferred
         into your name.  If your shares are held in the name of your  financial
         institution,  you must  contact the  financial  institution  on matters
         involving your shares.  Your financial  institution  may charge you for
         purchasing,   redeeming  or  exchanging   shares.  The  Funds  are  not
         responsible  if your  financial  institution  fails  to  carry  out its
         obligations to you. There is normally a three-day settlement period for
         purchases and redemptions through broker-dealers.

         When you sign an application for a new Fund account, you are certifying
         that  your  Social  Security  number or other  taxpayer  identification
         number is correct and that you are not  subject to backup  withholding.
         If you violate  certain  federal  income tax  provisions,  the Internal
         Revenue  Service  can  require  the  Funds  to  withhold  31%  of  your
         distributions and redemptions.

GENERAL REDEMPTION INFORMATION

         You may redeem Fund shares at their NAV on any Fund business day. There
         is no minimum  period of investment and no restriction on the frequency
         of redemptions.

         Fund shares are redeemed as of the next determination of the Fund's NAV
         following  receipt by the  transfer  agent of the  redemption  order in
         proper form (and any supporting  documentation  that the transfer agent
         may require). Redeemed shares are not entitled to receive distributions
         after the day on which the redemption is effective.

         Normally, redemption proceeds are paid immediately following receipt of
         a  redemption  order in proper  form.  In any  event,  you will be paid
         within 7 days,  unless:  (1) your  bank has not  cleared  the  check to
         purchase  the shares  (which may take up to 15 days);  (2) the New York
         Stock  Exchange  is closed (or  trading is  restricted)  for any reason
         other  than  normal  weekend  or  holiday  closings;  (3)  there  is an
         emergency  in  which  it is not  practical  for the  Fund  to sell  its
         portfolio  securities  or for the Fund to determine its NAV; or (4) the
         SEC deems it inappropriate for redemption  proceeds to be paid. You can
         avoid the delay of waiting  for your bank to clear your check by paying
         for shares with wire transfers.

         Because of the cost of maintaining smaller accounts, the Performa Funds
         may redeem,  upon not less than 60 days'  written  notice,  any account
         with a NAV of less than $1,000.





                                       13
<PAGE>





DISTRIBUTIONS AND TAX MATTERS

DISTRIBUTIONS

          Distributions  of net investment  income are declared and paid monthly
          for  Performa  Strategic  Value Bond Fund and  annually  for the other
          Funds.  Each Fund  distributes  net  capital  gain,  if any,  at least
          annually.

          You have 3  choices  for  receiving  distributions:  the  Reinvestment
          Option, the Cash Option, and the Directed Dividend Option.

          o    Under the Reinvestment  Option,  all  distributions of a Fund are
               automatically invested in additional shares of that Fund. You are
               automatically  assigned  this  option  unless you select  another
               option.

          o    Under the Cash Option, you are paid all distributions in cash.

          o    Under the Directed Dividend Option, if you own $10,000 or more of
               a Fund's  shares in a single  account,  you can have that  Fund's
               distributions reinvested in shares of another Fund. Call or write
               the  transfer  agent  for more  information  about  the  Directed
               Dividend Option.

         All distributions are treated in the same manner for federal income tax
         purposes  whether  received in cash or  reinvested in shares of a Fund.
         All distributions reinvested in a Fund are reinvested at the Fund's NAV
         as of the payment date of the distribution

TAX MATTERS

         The Funds are managed so that they do not owe federal  income or excise
         taxes.  Distributions  paid by a Fund out of its net investment  income
         (including net short-term  capital gain) are taxable to shareholders as
         ordinary income. Distributions of net capital gain (i.e., the excess of
         net  long-term  capital  gain  over net  short-term  capital  loss) are
         taxable as long-term capital gain, regardless of how long a shareholder
         has held  shares in the Fund.  If shares are sold at a loss after being
         held for six  months or less,  the loss will be  treated  as  long-term
         capital  loss to the extent of any  distribution  of net  capital  gain
         received on those shares.

         Distributions reduce the NAV of the Fund paying the distribution by the
         amount of the  distribution.  Furthermore,  a distribution made shortly
         after you  purchase  shares,  although in effect a return of capital to
         you, is taxable.

         If  a Fund  receives  investment  income from  sources  within  foreign
         countries,  that  income  may be  subject  to  foreign  income or other
         taxes.





                                       14
<PAGE>




OTHER INFORMATION

FUND REORGANIZATIONS

         On March  25,  1999,  the Board  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 the November 1998 merger
         of Wells  Fargo & Company and Norwest  Corporation.  Norwest  Advantage
         Funds  presented  each  proposed  fund  reorganization  to  the  fund's
         shareholders for their approval at a special shareholders' meeting that
         was held in August 1999.

         The  shareholders  of each of the Norwest  Advantage Funds approved the
         fund  reorganizations  and each of the  Norwest  Advantage  Funds  will
         reorganize  into a  corresponding  Wells Fargo Funds Trust portfolio as
         approved by the funds' shareholders.

         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.

          The funds'  reorganizations are expected to be tax-free  transactions.
         The reorganizations will not trigger any sales charges.

         If you have any questions you should call 1-800-394-0736.





                                       15
<PAGE>





FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you understand  each Fund's
financial performance for 10 years or, if shorter, the Fund's operating history.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table represent the rate that an investor would have earned
on an investment in the Fund,  assuming  reinvestment of all distributions.  The
information  from  June 1,  1994  through  May 31,  1999  has  been  audited  by
________________________, independent auditors, whose report dated July 16, 1999
about a Fund,  along with the Fund's financial  statements,  are included in the
Fund's  Annual  Report,  which is  available  at no charge upon  request.  These
financial   statements  are  incorporated  by  reference  into  the  SAI.  Other
independent auditors audited information for prior periods.


<TABLE>
     <S>                                     <C>              <C>               <C>           <C>        <C>            <C>

                                                                         Net Realized

                                                                              and           Total       Dividends     Ending
                                             Net Asset        Net         Unrealized         From       from Net     Net Asset
                                              Value,
                                           Beginning of    Investment     Gain (Loss)     Investment   Investment    Value Per
                                            Period (a)    Income(Loss)  on Investments    Operations      Income       Share
- ---------------------------------------------------------------------------------------------------------------------------------

Performa Strategic Value Bond Fund
Year Ended May 31, 1999                       $10.28         $0.59          ($0.26)         $0.33        ($0.60)      $10.01
Year Ended May 31, 1998                       $10.00         $0.34           $0.27          $0.61        ($0.33)      $10.28

Performa Disciplined Growth Fund
Year Ended May 31, 1999                       $10.44        ($0.01)          $0.98          $0.97          --         $11.41
Year Ended May 31, 1998                       $10.00         $0.01           $0.44          $0.44        ($0.01)      $10.44

Performa Small Cap Value Fund
Year Ended May 31, 1999                       $10.16        ($0.03)         ($2.08)        ($2.11)         --          $8.04
Year Ended May 31, 1998                       $10.00        ($0.01)          $0.17          $0.16          --         $10.16
- -----------------------------------------------------------------------------------------

                                              Ratio to Average Net Assets (b)(c)
                                           ----------------------------------------

                                              Net                                              Portfolio   Net Assets at
                                          Investment       Net        Gross        Total      Turnover     End of Period
                                         Income (Loss)   Expenses   Expenses(d)   Return(e)     Rate(f)   (000's Omitted)
- ---------------------------------------------------------------------------------------------------------------------------
Performa Strategic Value Bond Fund
Year Ended May 31, 1999                       5.77%         0.85%       1.28%        3.21%       48.43%              $9,722
Year Ended May 31, 1998                       5.82%         0.85%       1.95%        6.20%       134.56%             $9,168

Performa Disciplined Growth Fund
Year Ended May 31, 1999                      (0.14%)        1.25%       1.45%        9.29%       90.39%             $54,307
Year Ended May 31, 1998                       0.14%         1.25%       2.44%        4.50%       68.08%             $12,325

Performa Small Cap Value Fund
Year Ended May 31, 1999                      (0.46%)        1.30%       1.72%       (20.77%)     107.50%            $16,791
Year Ended May 31, 1998                      (0.56%)        1.30%       3.54%        1.60%       79.43%              $6,422
- -----------------------------------------------------------------------------------------
</TABLE>

(a)  Each Fund commenced operations on October 15, 1997.
(b)  Annualized.
(c)  Includes  expenses  allocated  from  the  Portfolio(s)  in  which  the Fund
     invests.
(d)  The ratio of Gross  Expenses  to Average  Net Assets  does not  reflect fee
     waivers or expense reimbursements.
(e)  Total return would have been lower absent expense reimbursements and/or fee
     waivers.
(f)  Represents the activity of the Portfolio in which the Fund invests.





                                       16
<PAGE>




If you would like more information  about the Funds and their  investments,  you
may want to read the following documents:

Statement  of  Additional   Information.   A  Fund's   statement  of  additional
information,  or "SAI," contains  detailed  information about the Funds, such as
its investments,  management,  and  organization.  It is incorporated  into this
prospectus by reference.

Annual  and  Semi-Annual  Reports.  Additional  information  about  each  Fund's
investments is available in its annual and semi-annual  reports to shareholders.
In the  annual  report,  each  Fund's  portfolio  manager  discusses  the market
conditions  and investment  strategies  that  significantly  affected the Fund's
performance during its last fiscal year.

You may obtain free copies of the SAI, annual report, and semi-annual report, or
make   inquiries   concerning   the  Funds,   by  contacting   your   investment
representative or by contacting Norwest Advantage Funds at 733 Marquette Avenue,
Minneapolis, Minnesota 55479, or by calling 1-800- 338-1348 or 1-612-667-8833.

The Funds'  reports and statement of additional  information  are available from
the Securities and Exchange Commission in Washington, D.C. You may obtain copies
of these  documents,  upon payment of a  duplicating  fee, by writing the Public
Reference Section of the SEC, Washington D.C. 20549-6009. The scheduled hours of
operation  of the Public  Reference  Room may be  obtained by calling the SEC at
1-800-SEC-0330. Free copies of the reports and SAIs are available from the SEC's
Internet website at http://www.sec.com.

The SEC's Investment Company Act file number for the Funds is 811-4881










                                       17
<PAGE>






                                   PROSPECTUS
                                 October 1, 1999


               NORWEST WEALTHBUILDER II GROWTH BALANCED PORTFOLIO


              NORWEST WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO


                    NORWEST WEALTHBUILDER II GROWTH PORTFOLIO





























AN INVESTMENT IN A PORTFOLIO IS NOT A DEPOSIT OF NORWEST BANK MINNESOTA, N.A. OR
ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

The U.S.  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

<PAGE>



                                                  Table of Contents
       RISK/RETURN SUMMARY......................................................
       FEES AND EXPENSES OF THE PORTFOLIOS......................................
       INVESTMENT OBJECTIVES STRATEGIES AND RISK CONSIDERATIONS.................
            Investment Objectives and Strategies................................
            Risk Considerations.................................................
       MANAGEMENT OF THE PORTFOLIOS.............................................
       HOW TO BUY AND SELL SHARES...............................................
            How the Portfolios Value Their Shares...............................
            How to Buy Shares...................................................
            How to Sell Shares..................................................
            Other Shareholder Services..........................................
       DIVIDENDS AND TAX MATTERS................................................
       OTHER MATTERS............................................................
       FINANCIAL HIGHLIGHTS.....................................................



















                                       ii


<PAGE>



RISK/RETURN SUMMARY

The following is a summary of certain key information about the Portfolios.  You
will find additional information about the Portfolios after this summary.

OBJECTIVES AND PRINCIPAL STRATEGIES

Growth Balanced  Portfolio seeks a balance of capital  appreciation  and income.
The Portfolio invests in a mixture of stock, bond, and money market funds.

Growth  and  Income  Portfolio  seeks  long-term  capital  appreciation  with  a
secondary  emphasis on income.  The Portfolio  invests in a mixture of stock and
money market funds.

Growth Portfolio seeks long-term capital appreciation.  The Portfolio invests in
a mixture of stock and money market funds.

PRINCIPAL RISKS

COMMON RISKS FOR THE PORTFOLIOS. The risks associated with each Portfolio is the
risk related to each underlying  investment  company, or the Underlying Fund, in
which the Portfolio  invests.  References in this  prospectus to the  investment
activities of the Portfolios  also refer to the  Underlying  Funds in which they
invest.

The Portfolios  seek to reduce risk by  diversifying  among funds that invest in
stocks,  bonds, and money market  instruments and among different fund managers.
Investing  in a mutual fund that holds a  diversified  portfolio of other mutual
funds  provides a wider range of  investment  management  talent and  investment
diversification  than is available in a single mutual fund.  The  Portfolios are
each designed to provide a single  investment that offers diverse asset classes,
fund management, and fund categories. The Portfolios have the risks of investing
in various asset  classes,  such as market risk related to stocks and bonds,  as
well as the risks of investing in a particular  Underlying  Fund,  such as risks
related  to  the  particular  investment  management  style.  In  addition,  the
Portfolios may have  allocation  risk,  which is the risk that the allocation of
investments among funds and asset classes may have a more significant  effect on
a Portfolio's  net asset value when one fund or asset class is  performing  more
poorly than another.

Investments in a Portfolio may result in your incurring greater expenses than if
you were to invest  directly  in the  Underlying  Funds in which  the  Portfolio
invests.

PORTFOLIO-SPECIFIC RISKS

EQUITY SECURITIES.  The Portfolios'  investments in Underlying Funds that invest
in equity  securities  are subject to market  risk.  This is the risk that stock
prices  will  fluctuate  and can  decline  and  reduce  the  value  of a  Fund's
portfolio.  Certain types of stock and certain individual stocks selected for an
Underlying  Fund's  portfolio may underperform or decline in value more than the
overall  market.  The  Underlying  Funds that  invest in smaller  companies,  in
foreign  companies,  and in emerging  markets are subject to  additional  risks,
including  less  liquidity and greater price  volatility.  An Underlying  Fund's
investments  in foreign  companies  and  emerging  markets  are also  subject to
special risks  associated  with  international  investing,  including  currency,
political, regulatory and diplomatic risks.

Debt Securities.  The Portfolios  invest in Underlying Funds that invest some of
their assets in debt  securities,  such as notes and bonds.  Debt securities are
subject to credit risk and interest  rate risk.  Credit risk is the  possibility
that an issuer of an  instrument  will be unable to make  interest  payments  or
repay  principal.  Changes in the financial  strength of an issuer or changes in
the credit rating of a security may affects its value. Interest rate risk is the
risk that changes in interest rates will affect the value of a Underlying Fund's
investments.  Increases  in interest  rates may cause the value of a  Underlying
Fund's  investments  to decline.  Debt  securities  with longer  maturities  are
generally  more  sensitive  to interest  rate  changes  than those with  shorter
maturities.  Changes in market  interest  rates may also  extend or shorten  the
duration of certain types of instruments,  such as asset-backed securities,  and
affect their value and the return on your investment.

ANOTHER  IMPORTANT THING FOR YOU TO NOTE. You may lose money by investing in the
Portfolios.


                                       1
<PAGE>


BAR CHART AND PERFORMANCE INFORMATION

For each Portfolio, the bar chart shows the Portfolio's annual total returns and
the performance  table shows the Portfolio's  average annual total returns.  The
bar chart and performance  table provide an indication of the historical risk of
an investment in each Portfolio by showing:

     o    changes in the Portfolio's performance over the life of the Portfolio;
          and

     o    how the Portfolio's average annual total returns for one year and the
         life of the Portfolio, compare to those of a broad-based index.

GROWTH BALANCED PORTFOLIO

                       [EDGAR Representation of Bar Chart]

                                   1998      15.21%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
6.62%.

During the periods shown in the chart,  the highest  quarterly return was 17.55%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -9.73% (for the quarter ended September 30, 1998).

The following table compares the Portfolio's  average annual total returns as of
December 31, 1998 to the S&P 500 Index.

                      Norwest WealthBuilder II Growth                  S&P 500
Year(s)                      Balanced Portfolio                         Index
1  Year                             13.48%                              28.58%
Since Inception (10/1/97)           11.21%                             25.03%(1)

(1)      For the period 9/30/97 - 12/31/98.

The Standard & Poor's 500 Index is a widely  recognized  index of common  stock.
The S&P 500 Index figures  assume  reinvestment  of all dividends paid by stocks
included in the index. Unlike the performance figures of the Portfolio,  the S&P
500 Index's  performance  does not reflect the effect of expenses.  The index is
unmanaged and is not available for investment.


                                       2
<PAGE>


GROWTH AND INCOME PORTFOLIO

                       [EDGAR Representation of Bar Chart]

                                   1998      14.68%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
11.67%.

During the periods shown in the chart,  the highest  quarterly return was 20.03%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -15.12% (for the quarter ended September 30, 1998).

The following table compares the Portfolio's  average annual total returns as of
December 31, 1998 to the S&P 500 Index.

                      Norwest WealthBuilder II Growth                  S&P 500
Year(s)                     and Income Portfolio                        Index
1  Year                             12.96%                             28.58%
Since Inception (10/1/97)            9.14%                             25.03%(1)

(1)      For the period 9/30/97 - 12/31/98.

The S&P 500  Index is a widely  recognized  index of common  stock.  The S&P 500
Index figures assume  reinvestment  of all dividends paid by stocks  included in
the index. Unlike the performance figures of the Portfolio,  the S&P 500 Index's
performance does not reflect the effect of expenses.  The index is unmanaged and
is not available for investment.


                                       3
<PAGE>


GROWTH PORTFOLIO

                       [EDGAR Representation of Bar Chart]

                                   1998      21.00%

             The  calendar  year-to-date  total  return as of June 30,  1999 was
11.71%.

During the periods shown in the chart,  the highest  quarterly return was 23.73%
(for the quarter ended  December 31, 1998) and the lowest  quarterly  return was
- -13.49% (for the quarter ended September 30, 1998).

The following table compares the Portfolio's  average annual total returns as of
December 31, 1998 to the S&P 500 Index.

                     Norwest WealthBuilder II Growth                  S&P 500
Year(s)                         Portfolio                              Index
1  Year                            19.19%                              28.58%
Since Inception (10/1/97)          14.86%                             25.03%(1)

(1)      For the period 9/30/97 - 12/31/98.

The S&P 500  Index is a widely  recognized  index of common  stock.  The S&P 500
Index figures assume  reinvestment  of all dividends paid by stocks  included in
the index. Unlike the performance figures of the Portfolio,  the S&P 500 Index's
performance does not reflect the effect of expenses.  The index is unmanaged and
is not available for investment.





                                       4
<PAGE>




FEES AND EXPENSES OF THE PORTFOLIOS

The  following  tables  describe the fees and expenses  that you will pay if you
invest in a  Portfolio.  The tables do not reflect the  operating  expenses  and
investment advisory fees of the Underlying Funds.

                                SHAREHOLDER FEES
                    (fees paid directly from your investment)

<TABLE>
<S>                                                          <C>                <C>              <C>

                                                            Norwest           Norwest           Norwest
                                                       WealthBuilder II    WealthBuilder     WealthBuilder
                                                        Growth Balanced    II Growth and          II
                                                           Portfolio      Income Portfolio      Growth
                                                                                               Portfolio

Maximum Sales Charge (Load) Imposed on Purchases (as         1.50%             1.50%             1.50%
a percentage of offering price)
Maximum Deferred Sales Charge (Load)
(as percentage of the lower of the Net Asset Value           None               None             None
("NAV") at purchase or the NAV at redemption)


ANNUAL PORTFOLIO OPERATING EXPENSES (1)
(as a percentage of average daily net assets)

                                                              Norwest             Norwest            Norwest
                                                         WealthBuilder II    WealthBuilder II   WealthBuilder II
                                                          Growth Balanced       Growth and           Growth
                                                             Portfolio       Income Portfolio       Portfolio

Investment Advisory Fees                                       0.35%               0.35%              0.35%
Distribution (12b-1) Fees                                      0.75%               0.75%              0.75%
Other Expenses(2)                                              0.75%               0.85%              0.90%
Total Annual Portfolio Operating Expenses(3)                   1.85%               1.95%              2.00%

</TABLE>

(1)  Based on amounts incurred during each Portfolio's fiscal year ended May 31,
     1999 stated as a percentage of net assets.

(2)  Other expenses are based on estimated amounts for the current fiscal year.

(3)  The   Portfolios   are  subject  to  voluntary   fee  waivers  and  expense
     reimbursements  that reduce the operating  expenses of the Portfolios.  See
     the Financial Highlights table for information about portfolio expenses net
     of fee waivers and expense reimbursements.



EXAMPLES OF EXPENSES

These  examples  are  intended to help you compare  the cost of  investing  in a
Portfolio with the cost of investing in other mutual funds.  The examples assume
that you invest $10,000 in a Portfolio for the time periods indicated, that your
investment  has a 5% annual  return,  that the  Portfolio's  operating  expenses
remain the same, and that distributions are reinvested. Your actual costs may be
higher or lower than those shown.


                                       5
<PAGE>


You would pay the following expenses assuming that you redeem your shares at the
end of each period:


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

                    Growth Balanced     Growth and
                       Portfolio          Income            Growth
                                         Portfolio        Portfolio
- ------------------- ----------------- ---------------- -----------------
                    ----------------- ---------------- -----------------

- -------------------
                    ----------------- ---------------- -----------------
1 YEAR                    $335             $345              $350
- ------------------- ----------------- ---------------- -----------------
3 YEARS                   723               753              768
- ------------------- ----------------- ---------------- -----------------
5 YEARS                  1,136             1,186            1,212
- ------------------- ----------------- ---------------- -----------------
10 YEARS                 2,287             2,391            2,442
- ------------------- ----------------- ---------------- -----------------


You would pay the following expenses assuming that you do NOT redeem your shares
at the end of the periods shown:

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

                    Growth Balanced     Growth and
                       Portfolio          Income            Growth
                                         Portfolio        Portfolio
- ------------------- ----------------- ---------------- -----------------
                    ----------------- ---------------- -----------------

- -------------------
                    ----------------- ---------------- -----------------
1 YEAR                    $335             $345              $350
- ------------------- ----------------- ---------------- -----------------
3 YEARS                   723               753              768
- ------------------- ----------------- ---------------- -----------------
5 YEARS                  1,136             1,186            1,212
- ------------------- ----------------- ---------------- -----------------
10 YEARS                 2,287             2,391            2,442
- ------------------- ----------------- ---------------- -----------------





                                       6
<PAGE>




INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS

This  section of the  prospectus  provides a more  complete  description  of the
investment  objectives  and principal  strategies  and risks of investing in the
Portfolios. There can be no assurance that any Portfolio or Underlying Fund will
achieve its investment objective.

OBJECTIVES

Growth Balanced Portfolio seeks a balance of capital appreciation and income.

Growth  and  Income  Portfolio  seeks  long-term  capital  appreciation  with  a
secondary emphasis on income.

Growth Portfolio seeks capital appreciation.

INVESTMENT STRATEGIES

Each  Portfolio  seeks to achieve its objective by allocating  its assets across
asset classes of stocks, bonds, and money market instruments through a number of
affiliated and  unaffiliated  funds, or Underlying  Funds.  Each Underlying Fund
invests its assets pursuant to a different  investment objective and a different
investment style.  Each Portfolio holds an investment  portfolio of stock funds,
for growth  potential,  and bond and money market funds, for income  production,
decreased volatility and increased price stability.  The Portfolios' Adviser may
select  from a wide  range of mutual  funds  based  upon  changing  markets  and
risk/return  characteristics  of the asset classes.  Each  Portfolio  provides a
different  level of risk exposure by  allocating  its  investments  in different
proportions  among  equity and bond  investment  styles.  In addition to its own
expenses,  each  Portfolio  bears a pro  rata  portion  of the  expenses  of the
Underlying  Funds in which it invests.  Investments in a Portfolio may result in
your  incurring  greater  expenses  than if you were to invest  directly  in the
mutual funds in which the Portfolio invests.

The following chart indicates each Portfolio's market-neutral position and range
of investment in different types of Underlying Funds. The amount a Portfolio has
invested in stock,  bond, and money market funds at any particular time may vary
from the neutral position or the range of investment due to market conditions or
other factors.  The  Portfolio's  Adviser  rebalances a Portfolio when its asset
allocation deviates by five percent from the target allocation.

<TABLE>
                    <S>                                          <C>                      <C>

             NORWEST WEALTHBUILDER II
                    PORTFOLIOS                             Neutral Position             Investment Range
- ---------------------------------------------------    -------------------------    --------------------------

GROWTH BALANCED PORTFOLIO
Stock Funds                                                      65.00%                    50%-80%
Bond Funds                                                       33.50%                    20%-50%
Money Market Funds                                                1.50%                    0%-3%

GROWTH & INCOME PORTFOLIO
Stock Funds                                                      98.50%                    97%-100%
    Domestic Large Company                                       70.00%                    50%-90%
    Domestic Small Company                                       14.25%                    5%-30%
    International                                                14.25%                    5%-30%
Money Market Funds                                                1.50%                    0%-3%

GROWTH PORTFOLIO
Stock Funds                                                      98.50%                    97%-100%
    Domestic Large Company                                       49.00%                    25%-81%
    Domestic Small Company                                       20.00%                    5%-45%
    International                                                29.50%                    10%-50%
Money Market Funds                                                1.50%                    0%-3%

</TABLE>

                                       7
<PAGE>


In  selecting   investments,   the  Adviser  attempts  to  identify  and  select
diversified portfolios of Underlying Funds based on an analysis of many factors.
The  Adviser  uses  various  analytical   techniques,   including   quantitative
techniques,  valuation  formulas,  and  optimization  procedures  to assess  the
relative  attractiveness  of stocks,  bonds, and money market  instruments.  The
Adviser uses a Tactical Equity Allocation Model to identify opportunities to add
value by shifting  assets  between  different  equity  styles,  such as domestic
versus international,  large cap versus small cap, or value versus growth. After
identifying the most and least attractive asset classes,  the Adviser  considers
the expected returns from and risks of an asset class before deciding whether to
overweight or underweight that asset class.

The  Adviser  uses  quantitative   techniques  to  analyze  and  rank  potential
Underlying Funds based on their historic total return, volatility, and operating
expenses  over  various  time  periods.   The  Adviser  then  reviews  potential
Underlying Funds' investment objectives and policies. Potential Underlying Funds
that  rank  the  highest  by  these  criteria  are  then  subjected  to  further
qualitative and quantitative evaluation of size, management, portfolio holdings,
investment practices and policies, investment style, and other factors.

The  Adviser  may in  response  to market and other  conditions  select  what it
believes to be the optimal  combination of Underlying Funds for a Portfolio.  In
addition, the Adviser may, at any time, invest a Portfolio's assets in a type of
Underlying Fund that is different from or in addition to those currently used or
may invest  directly in domestic and foreign  securities and other  instruments.
Growth Balanced  Portfolio normally will invest at least 25% of its total assets
in bond funds, money market funds and debt securities.

Investment Policies and Risk Considerations

STOCK FUNDS.  Stock funds invest  primarily in domestic or foreign common stocks
or securities  convertible into or exchangeable for common stock. The Underlying
Funds may include  stock funds  holding  large  company  stocks,  small  company
stocks, and international stocks.

Large  company  stock funds  normally  invest in U.S.  companies  with large and
mid-size  market  capitalization.   These  companies  generally  have  a  market
capitalization  in excess of $1.5 billion.  Many of these companies'  stocks are
included  in  the  Standard  &  Poor's  500  Composite  Stock  Index,  a  widely
recognized,  unmanaged index of common stock prices.  The Underlying  Funds that
invest in these stocks,  and indirectly the Portfolios,  have market risk, which
is the risk that their investments will fluctuate as the stock market fluctuates
and that prices  overall may decline over short or even  extended  periods.  The
Adviser  believes that a diverse  portfolio of large  company stock funds,  each
holding a diverse  portfolio  of stocks of various  industries,  should  tend to
reduce market risk.

Small company stock funds invest in companies with a market capitalization below
that of  large  and  mid-size  companies.  The  market  capitalization  of these
companies  currently  is less than  $1.5  billion.  Small  company  stocks  have
historically been characterized by greater total returns,  greater volatility of
price and returns,  and lower  dividend  yields than large company  stocks.  The
greater price  volatility may result from there being less market  liquidity and
publicly available information regarding small company stocks than large company
stocks.  The Adviser  believes  that a diverse  portfolio of small company stock
funds,  each  holding a diverse  portfolio  of small  company  stocks of various
industries,  should  tend to reduce  the risks  associated  with  small  company
stocks.

International stock funds generally invest in the securities of foreign issuers.
The Portfolios'  investments in international  stock funds involve risks similar
to those of investing  directly in foreign  stocks.  The Portfolios  will invest
only in stock funds that invest  primarily  in publicly  traded stock of foreign
issuers. The Underlying Funds' investments in securities of foreign issuers have
foreign  risk.  This is the risk of  investments  in issuers  located in foreign
countries,   which  may  have  greater  price  volatility  and  less  liquidity.
Investments in foreign securities also are subject to political, regulatory, and
diplomatic  risks.  Foreign risk includes  currency risk, which may occur due to
fluctuations  in  the  exchange  rates  between  the  U.S.  dollar  and  foreign
currencies.  This risk could negatively affect the value of an Underlying Fund's
investments.


                                       8
<PAGE>


As a portion of its foreign stock fund allocations and subject to its investment
objective,  a  Portfolio  may invest up to 15% of its net  assets in  Underlying
Funds that invest  primarily in developing or emerging market  countries.  These
countries tend to have economic  structures that are less diverse and mature and
political  systems  that are less  stable than  developed  market  countries.  A
developing  or emerging  market  country  generally is  considered  to be in the
initial  stages of  industrialization.  The risks of investing in  developing or
emerging  markets  are  similar to but greater  than the risks of  investing  in
developed foreign markets.

BOND FUNDS.  Bond funds seek  current  income and invest  primarily in short- or
longer-term  U.S.  government   obligations,   investment-grade   corporate-debt
obligations, and highly rated mortgage-backed and other asset-backed securities.
The   Underlying   Funds  may  invest  in  bonds  having  either   floating-  or
fixed-interest  rates.  Bond  funds  also may  invest in  repurchase  agreements
collateralized by eligible investments.

The market value of the Underlying  Funds' debt investments  changes in response
to  interest-rate  fluctuations  and other  factors.  During  periods of falling
interest  rates,  the values of  outstanding  debt  securities  generally  rise;
conversely,  during  periods  of  rising  interest  rates,  the  values  of such
securities  generally  decline.  While securities with longer maturities tend to
produce higher yields, the prices of longer maturity securities are also subject
to greater market fluctuations as a result of changes in interest rates. Changes
in the rating of any debt security by a nationally recognized statistical rating
organization,  or  NRSRO,  also  affect  the  value  of  these  investments.  An
Underlying Fund's investments in  mortgage-related  and asset-backed  securities
have prepayment risk, which is the risk that mortgage loans or other obligations
will be prepaid when interest  rates  decline,  forcing the  Underlying  Fund to
reinvest in securities  with lower interest  rates.  For this and other reasons,
mortgage-related  and  asset-backed  securities may have  significantly  greater
price and yield volatility than traditional debt securities.

BALANCED FUNDS. A Portfolio may invest in balanced  funds,  which are funds that
normally seek to invest substantial  portions of their assets in both stocks and
bonds or preferred stock. Generally, a balanced fund must invest at least 25% of
its assets in fixed income  senior  securities.  A  Portfolio's  investment in a
balanced  fund  exposes  the  Portfolio  to the risks,  described  above,  of an
investment in both a stock fund and a bond fund,  because  balanced funds invest
in both of these  instruments.  An Underlying Fund's  investments in both stocks
and  bonds  have  allocation  risk,  which is the risk  that the  allocation  of
investments  may have a more  significant  effect on the  Underlying  Fund's net
asset value when one asset class is performing more poorly than others.

MONEY  MARKET  FUNDS.  Money  market  funds  invest  in U.S.  dollar-denominated
short-term  money  market  instruments.  Money  market  funds seek to maintain a
stable net asset value of $1.00 per share,  but there is no assurance  they will
be able to do so.

The Portfolios may also invest  directly in money market  instruments.  Eligible
instruments include:

     o    Bank certificates of deposit,  time deposits,  or bankers' acceptances
          of domestic banks (including their foreign branches), U.S. branches of
          foreign  banks,  and foreign  branches of foreign banks with assets in
          excess of $100 million;

     o    Commercial paper rated in one of the two highest rating  categories by
          an NRSRO,  or  commercial  paper or notes of issuers with an unsecured
          debt  issue  outstanding  currently  rated  in one of the two  highest
          rating  categories by any NRSRO where the obligation is on the same or
          a higher  level of priority and  collateralized  to the same extent as
          the rated issue;

     o    Obligations  issued  or  guaranteed  by  the  U.S.  Government  or its
          agencies, instrumentalities, or government-sponsored enterprises; and

     o    Repurchase agreements involving these obligations.

Money market  funds'  principal  risks are  interest  rate risk and credit risk.
Because  money  market  funds  invest in  short-term  securities,  a decline  in
interest rates will affect their yields as these  securities  mature or are sold
and the funds purchase new short-term  securities with lower yields.  Generally,
an increase in interest rates causes the value of a debt instrument to decrease.
The  change in value for  short-term  securities  is  usually  smaller  than for


                                       9
<PAGE>


securities  with  longer  maturities.  Because  money  market  funds  invest  in
securities  with short  maturities and seek to maintain a stable net asset value
of $1.00 per  share,  it is  possible,  though  unlikely,  that an  increase  in
interest rates would change the value of your investment.

Credit  risk  is the  possibility  that  a  security's  credit  rating  will  be
downgraded or that the issuer of a security will default (fail to make scheduled
interest  and  principal  payments).  Money  market funds invest in highly rated
securities to minimize credit risk.

To the extent a money market fund invests in foreign  securities,  it is subject
to foreign risk.  Foreign securities issuers usually are not subject to the same
degree  of  regulation  as U.S.  issuers.  Reporting,  accounting  and  auditing
standards of foreign countries differ,  in some cases,  significantly  from U.S.
standards. Foreign risk includes nationalization, expropriation, or confiscatory
taxation,  political  changes or diplomatic  developments  that could  adversely
affect a money market fund's investments.

OTHER CONSIDERATIONS

PORTFOLIO  TURNOVER.  From  time to time,  a  Portfolio  may  engage  in  active
short-term  trading to take advantage of price  movements  affecting  individual
issues,  groups of  issues,  markets,  or  Underlying  Funds.  Higher  portfolio
turnover rates may result in increased  brokerage costs and a possible  increase
in short-term capital gains or losses. The Financial Highlights table lists each
Portfolio's portfolio turnover rate.

YEAR 2000.  Certain  computer systems may not process  date-related  information
properly on and after January 1. 2000. The Adviser is addressing this matter for
its  systems.   The  Portfolios'  other  service  providers  have  informed  the
Portfolios  that  they are  taking  similar  measures.  Investments  in  foreign
companies are particularly  vulnerable to Year 2000 risk because these companies
may not have the financial resources, technology, or personnel needed to address
Year 2000 readiness  concerns.  This matter,  if not corrected,  could adversely
affect  the  services  provided  to the  Portfolios  or the  issues in which the
Portfolios invest and could therefore, lower the value of your Portfolio shares.

MANAGEMENT OF THE PORTFOLIOS

GENERAL OVERSIGHT OF THE PORTFOLIOS.  The Board of Trustees of Norwest Advantage
Funds, or the Board, meets regularly to review the Portfolios' general policies,
investments,  performance,  expenses,  and  other  business  affairs.  The Board
consists of eight persons.

INVESTMENT  ADVISORY SERVICES.  Subject to the general supervision of the Board,
Norwest makes investment  decisions for the Portfolios and continuously  reviews
and  determines  the  allocation  of the  assets  of the  Portfolios  among  the
Underlying  Funds.  Norwest,   located  at  Norwest  Center,  Sixth  Street  and
Marquette,  Minneapolis,  Minnesota  55479,  is a  subsidiary  of  Norwest  Bank
Minnesota, N.A. Norwest currently manages more than $___ billion in assets.

ADVISORY  FEES.  For its  services,  Norwest is entitled  to receive  investment
advisory and allocation fees from each Portfolio at the annual rate 0.35% of the
Portfolio's average daily net assets.

PORTFOLIO MANAGERS.  Many persons on the advisory staff of Norwest contribute to
the investment services provided to the Portfolios.  Galen Blomster, Ph.D., CFA,
Vice  President & Director of Research is primarily  responsible  for day-to-day
management  and  allocation  services  and has been since the  inception of each
Portfolio. Mr. Blomster has been employed by Norwest since 1977.


                                       10
<PAGE>


In addition to his responsibilities for the Portfolios, Mr. Blomster may perform
portfolio  management  and other  duties for other  funds of  Norwest  Advantage
Funds, or the Trust, and for Norwest Bank.

MANAGEMENT  AND  ADMINISTRATION.   As  manager,  Forum  supervises  the  overall
management of the Trust  (including the Trust's receipt of services for which it
is obligated to pay) other than investment  advisory services.  In this capacity
Forum provides the Trust with general office facilities and persons satisfactory
to the Board to serve as officers of the Trust and oversees the  performance  of
administrative  and professional  services rendered to the Portfolios by others,
including the Portfolios' custodian, transfer agent, accountants,  auditors, and
legal counsel.

As of August 31, 1999, Forum provided management and administrative  services to
registered  investment companies and collective  investment funds with assets of
approximately  $___ billion.  Forum is a member of the National  Association  of
Securities Dealers, Inc. For its services with respect to each Portfolio,  Forum
is  entitled  to  receive  a fee at an annual  rate of 0.05% of the  Portfolio's
average daily net assets.

HOW TO BUY AND SELL SHARES

HOW THE PORTFOLIOS VALUE THEIR SHARES

The  Portfolios  determine the net asset value or NAV of their shares as of 4:00
p.m.,  Eastern time, on each  Portfolio  business day,  which is any day the New
York  Stock  Exchange,  or the  NYSE,  is open,  by  dividing  the  value of the
Portfolio's net assets (i.e.,  the value of its securities and other assets less
its  liabilities)  by  the  number  of  shares   outstanding  at  the  time  the
determination  is  made.  Securities  owned  by a  Portfolio  for  which  market
quotations are readily available are valued at current market value or, in their
absence,  at fair value as  determined  by the Board or pursuant  to  procedures
approved by the Board.  The Portfolios only determine NAV on Portfolio  business
days.

The Underlying  Funds are valued at their respective NAVs as determined by those
funds.  The Underlying  Funds that are money market funds value their  portfolio
securities in accordance with Rule 2a-7 under the 1940 Act. The other Underlying
Funds  value  their  portfolio  securities  based on  market  quotes if they are
readily available.


                                       11
<PAGE>


European,  Far  Eastern,  and  other  international   securities  exchanges  and
over-the-counter  markets  normally  complete  trading  well before the close of
business on each Portfolio business day. Trading in foreign securities, however,
may not take place on all Portfolio business days or may take place on days that
are not Portfolio  business  days.  The  determination  of the prices of foreign
securities may be based on the latest market  quotations for the securities.  If
events occur that affects the  securities'  value after the close of the markets
on which they trade,  the Portfolio or Underlying Fund may make an adjustment to
the value of the securities for purposes of determining NAV.

All assets and liabilities  denominated in foreign currencies are converted into
United States dollars at the mean of the bid and asked prices of such currencies
against the United  States  dollar last quoted by a major bank prior to the time
of conversion.

GENERAL PURCHASE INFORMATION

You  may  invest  in  the  Portfolios  directly  or  through  certain  financial
institutions.  If you invest directly in a Portfolio, you are the shareholder of
record.  All  transactions  in the Portfolios'  shares are effected  through the
transfer agent,  which accepts orders for  redemptions and subsequent  purchases
only from  shareholders  of record  and new  investors.  Shareholders  of record
receive from the Trust periodic  statements  listing all account activity during
the  statement  period.  You must pay for your  shares in U.S.  dollars by check
written to the Trust  (drawn on an U.S.  bank),  by bank or  federal  funds wire
transfer,  or by Automatic  Clearing House (ACH) electronic bank transfer;  cash
cannot be accepted.

When you sign your application for a new Portfolio  account,  you are certifying
that your Social  Security  or other  taxpayer ID number is correct and that you
are not subject to backup withholding. If you violate certain federal income tax
provisions,  the Internal  Revenue Service can require the Trust to withhold 31%
of your distributions and redemptions.

Each Portfolio offers C Shares with an initial sales charge of 1.50%.

Purchase  orders  received by the  transfer  agent prior to the close of regular
trading  on the  NYSE  on any  Portfolio  business  day  are  priced  at the NAV
determined   that  day  (the  "trade  date").   Orders   received  by  financial
institutions  prior to the close of regular  trading on the NYSE on a  Portfolio
business day also are priced at the NAV determined that day,  provided the order
is received by the Trust prior to 4:00 p.m.,  Eastern time. For shares purchased
through a financial  institution  that  transmits  its orders to the  Portfolio,
payment for  Portfolio  shares is due on the third  business day after the trade
date. In all other cases, payment must be made with the purchase order.

DISTRIBUTION PLAN. The Trust has adopted a plan under SEC Rule 12b-1 that allows
the  Portfolios  to pay  asset-based  sales  charges  or  distribution  fees  in
connection with the distribution of their shares.  The Portfolios pay these fees
as  monthly  payments  in the  amount of up to 0.75% as a percent  of  aggregate
average  daily net  assets.  Because  these  fees are paid out of a  Portfolio's
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales fees.

REINSTATEMENT  PRIVILEGE.  If you have redeemed a Portfolio's  shares,  you may,
within 60 days following the redemption,  purchase shares, without payment of an
additional  front-end sales charge,  in any of the Portfolios in an amount up to
the  amount of your  redemption.  If you want to  exercise  this  "Reinstatement
Privilege", please contact the Trust for further information.

INVESTORS IN OTHER FUND FAMILIES.  No sales charge is assessed on purchases of C
Shares of a Portfolio with the proceeds of a redemption, within the preceding 60
days, of shares of a mutual fund that imposed on the redeemed shares at the time
of their purchase a sales charge equal to or greater than that applicable to the
C Shares of that Portfolio. You should contact the Trust for further information
and to obtain the necessary forms.

REDUCED  INITIAL SALES  CHARGES.  To qualify for a reduced sales charge,  you or
your  Processing  Organization  must  notify the  transfer  agent at the time of
purchase of your intention to so qualify and you must provide the transfer agent
with  sufficient  information  to verify that your  purchase  qualifies  for the
reduced sales charges, which are as follows:


                                       12
<PAGE>

<TABLE>
<S>                                               <C>                      <C>                   <C>

                                                             Sales Charge
                                                          As a Percentage of
                                               -------------------------------------------
                                                                                             Broker-Dealers'
                                                                                             Reallowance As a
                                                                                              Percentage of
Amount of Purchase                             Offering Price       Net Asset Value           Offering Price

$25,000 up to $250,00                               1.5%                 1.52%                    1.50%
$250,000 up to $500,000                             1.25%                1.27%                    1.25%
$500,000 up to 1,000,000                            1.00%                1.01%                    1.00%
Over $1,000,000                                     0.75%                0.76%                    0.75%

</TABLE>

Reduced  sales charges may be modified or terminated at any time and are subject
to  confirmation  of your  holdings.  Further  information  about  reduced sales
charges is contained in the SAI.

SELF-DIRECTED 401 PROGRAMS.  Purchases of Portfolio shares through self-directed
401(k)  programs and other qualified  retirement  plans offered by Norwest Bank,
Forum or their  affiliates  in  accumulated  amounts of less than  $100,000  are
subject to a reduced sales charge applicable to a single purchase of $100,000.

HOW TO BUY SHARES

MINIMUM INVESTMENT

There is a $25,000 minimum initial investment in the Portfolios. There is a $500
minimum  for  subsequent  purchases  of  Portfolio  shares,  except  for IRA and
systematic investing where the subsequent investment minimum is reduced to $150.
The investment adviser may in its discretion waive the investment minimums.

PURCHASE PROCEDURES

INITIAL PURCHASES.  There are three ways to purchase shares initially.

1.       BY  MAIL.  You  may  send  a  check  along  with  a  completed  account
         application   to  the  Trust  at  the  address  listed  under  "Account
         Application".  Checks are accepted at full value subject to collection.
         If a check does not clear, the purchase order is canceled,  and you are
         liable for any losses or fees incurred by the Trust, the transfer agent
         or the distributor.

         For  individual or Uniform Gift to Minors Act accounts,  the check used
         must be made payable to Norwest WealthBuilder II Portfolios ["Portfolio
         Name"] or to one or more owners of that account and endorsed to Norwest
         WealthBuilder  II  Portfolios   ["Portfolio  Name"].  For  corporation,
         partnership,  trust, 401(k) plan or other non-individual type accounts,
         your check to purchase  Portfolio  shares  must be made  payable on its
         face to "Norwest  WealthBuilder II Portfolios"  ["Portfolio  Name"]. No
         other methods of payment by check are accepted.

2.       BY BANK WIRE. You may make an initial  investment in a Portfolio  using
         the wire system for transmittal of money among banks.  You should first
         telephone  the transfer  agent at (612)  667-8833 or (800)  338-1348 to
         obtain an account number.
         You then should instruct your bank to wire the money immediately to:

         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)


                                       13
<PAGE>


         You then should  promptly  complete  and mail the  account  application
         form. Your bank may impose a charge on you for  transmitting  the money
         by bank  wire.  The  Trust  does not  charge  for the  receipt  of wire
         transfers.  Payment by bank wire is treated as a federal  funds payment
         when received.

3.       THROUGH  FINANCIAL  INSTITUTIONS.  You may purchase  and redeem  shares
         through Processing Organizations.  The transfer agent, Forum, and their
         affiliates may be Processing  Organizations.  Processing  Organizations
         may  receive as a  broker-dealer's  reallowance  a portion of the sales
         charge  paid by their  customers  who  purchase C Shares,  may  receive
         payments from Forum with respect to sales of C Shares,  and may receive
         payments as a processing  agent from the transfer  agent.  In addition,
         financial institutions,  including Processing Organizations, may charge
         you a fee  for  their  services;  they  are  responsible  for  promptly
         transmitting   purchase,   redemption,   and  other   requests  to  the
         Portfolios.

         If you  purchase  shares  through a  Processing  Organization,  you are
         subject to the procedures of that  Processing  Organization,  which may
         include charges,  limitations,  investment minimums,  cutoff times, and
         restrictions  in addition to, or different  from,  those  applicable to
         shareholders  who invest in a Portfolio  directly.  You should acquaint
         yourself with the Processing  Organization's procedures and should read
         this prospectus in conjunction  with any materials and information that
         the  Processing  Organization  has  provided  to you.  If you  purchase
         Portfolio shares through a Processing Organization,  you may or may not
         be  the   shareholder   of  record  and,   subject  to  the  Processing
         Organization's and the Portfolios'  procedures,  you may have Portfolio
         shares  transferred  into your name.  There is  typically  a  three-day
         settlement period for purchases and redemptions through broker-dealers.
         Certain  Processing  Organizations  also may enter purchase orders with
         payment to follow.

         Certain  shareholder  services  may not be available to you if you have
         purchased shares through a Processing Organization.  You should contact
         your Processing  Organization  for further  information.  The Trust may
         confirm  purchases  and  redemptions  of  a  Processing  Organization's
         customers directly to the Processing Organization,  which in turn would
         provide you with  confirmations and periodic  statements.  The Trust is
         not responsible for the failure of any Processing Organization to carry
         out its obligations to you or other customers.

SUBSEQUENT PURCHASES

Subsequent  purchases may be made by mailing a check, by sending a bank wire, or
through your  Processing  Organization as indicated  above.  All payments should
clearly indicate your name and account number.

ACCOUNT APPLICATION

You may obtain an account application to open an account by writing the Trust at
the following address:

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

To  participate   in  shareholder   services  not  referenced  on  your  account
application or to change information on your account (such as addresses), please
contact the Trust. The Trust reserves the right in the future to modify,  limit,
or terminate any shareholder  privilege upon appropriate  notice and to charge a
fee for  certain  shareholder  services,  although  no such  fees are  currently
contemplated.  You may terminate any privilege and  participation in any program
at any time by writing the Trust.


                                       14
<PAGE>


GENERAL INFORMATION

Portfolio  shares are  continuously  sold on every  Portfolio  business day. The
purchase  price for  Portfolio  shares  equals their NAV  next-determined  after
receipt  of an order plus any  applicable  sales  charge  imposed at the time of
purchase.

Portfolio shares are entitled to receive  dividends and  distributions as of the
first  Portfolio  business  day after a purchase  order is  accepted.  The Trust
reserves the right to reject any purchase order for shares.

HOW TO SELL SHARES

GENERAL INFORMATION

You may sell  your  Portfolio  shares  (redeem)  at their  NAV on any  Portfolio
business day. There is no minimum period of investment and no restriction on the
frequency of redemptions.

Your  Portfolio  shares  are  redeemed  as of  the  next  determination  of  the
Portfolio's NAV following receipt by the transfer agent of your redemption order
in proper form (and any  supporting  documentation  that the transfer  agent may
require).  You are not entitled to receive  dividends  declared on your redeemed
shares after the day the redemption becomes effective.

Normally,  your redemption proceeds are paid immediately,  but in no event later
than  seven  days  following  acceptance  of a  redemption  order.  Proceeds  of
redemption requests (and exchanges),  however, will not be paid unless any check
used to purchase your shares being redeemed has been cleared by your bank, which
may take up to 15 days.  This delay may be avoided by paying for shares  through
wire transfers or ACH (Automatic  Clearing House).  Unless otherwise  indicated,
redemption  proceeds  normally are paid by check mailed to your record  address.
Your right of redemption may not be suspended nor the payment date postponed for
more than seven days after the tender of the shares to a Portfolio,  except when
the New York Stock  Exchange is closed (or when trading  thereon is  restricted)
for any reason other than its  customary  weekend or holiday  closings,  for any
period  during  which an emergency  exists as a result of which  disposal by the
Portfolio of its portfolio  securities or  determination by the Portfolio of the
value of its net assets is not reasonably practicable and for such other periods
as the SEC may permit.

REDEMPTION PROCEDURES

If you have  invested  through a  Processing  Organization,  you may redeem your
shares  through the  Processing  Organization  as described  above.  If you have
invested directly in a Portfolio, you may redeem your shares as described below.
If you wish to redeem shares by telephone or receive redemption proceeds by bank
wire,  you must elect  these  options by  properly  completing  the  appropriate
sections of your account application form. These privileges may not be available
until several weeks after your application is received.

1.       BY MAIL.  You may  redeem  shares by  sending a written  request to the
         transfer agent.  You must sign all written requests for redemption with
         signature  guaranteed.  (See "How to Sell  Shares  -- Other  Redemption
         Matters".)

2.       BY TELEPHONE. If you have elected telephone redemption privileges,  you
         may make a telephone  redemption  request by calling the transfer agent
         at 1-800-338-1348 or 1-612-667-8833  and providing your account number,
         the exact name in which your shares are  registered and the your social
         security  or  taxpayer   identification  number.  In  response  to  the
         telephone redemption  instruction,  the Trust will mail a check to your
         record address or, if you have elected wire redemption privileges, wire
         the proceeds. (See "How to Sell Shares -- Other Redemption Matters".)

3.       BY BANK WIRE. For redemptions of more than $5,000,  if you have elected
         wire redemption privileges, you may request a Portfolio to transmit the
         redemption  proceeds by federal  funds wire to a bank  account you have
         designated in writing.  To request bank wire  redemptions by telephone,
         you  also  must  have  elected  the  telephone  redemption   privilege.
         Redemption  proceeds  are  transmitted  by  wire  on the  day  after  a
         redemption request in proper form is received by the transfer agent.


                                       15
<PAGE>


OTHER REDEMPTION MATTERS

To protect against fraud,  signatures on certain  requests must have a signature
guarantee.  Requests  must be made in writing and include a signature  guarantee
for any of the following  transactions:  (1)  instruction  to change your record
name; (2)  modification of a designated bank account for wire  redemptions;  (3)
instruction regarding an Automatic Investment Plan or Automatic Withdrawal Plan,
(4) dividend and distribution election;  (5) telephone redemption;  (6) exchange
option  election or any other option  election in connection  with your account;
(7) written  instruction  to redeem  shares  whose value  exceeds  $50,000;  (8)
redemption  in an account in which the account  address  has changed  within the
last 30 days;  (9)  redemption  when the proceeds  are  deposited in a Portfolio
account  under a  different  account  registration;  and (10) the  remitting  of
redemption  proceeds to any  address,  person or account for which there are not
established standing instructions on the account.

Signature  guarantees  may be  provided  by any  bank,  broker-dealer,  national
securities  exchange,  credit  union,  savings  association,  or other  eligible
institution that is authorized to guarantee  signatures and is acceptable to the
transfer  agent.  Whenever a signature  guarantee is required,  the signature of
each person required to sign for the account must be guaranteed.

You must  elect  telephone  redemption  or  exchange  privileges.  The Trust and
transfer  agent  will  employ  reasonable  procedures  in order to  verify  that
telephone requests are genuine,  including recording telephone  instructions and
causing  written  confirmations  of the  resulting  transactions  to be  sent to
shareholders.  If the Trust and transfer  agent did not employ such  procedures,
they  could be liable for losses due to  unauthorized  or  fraudulent  telephone
instructions.   You  should  verify  the  accuracy  of  telephone   instructions
immediately  upon  receipt  of your  confirmation  statements.  During  times of
drastic  economic  or  market  changes,   telephone  redemption,   and  exchange
privileges  may be difficult to  implement.  In the event that you are unable to
reach the transfer agent by telephone,  you may mail or hand-deliver requests to
the transfer agent.

Due to the cost to the Trust of maintaining smaller accounts, the Trust reserves
the right to redeem,  upon not less than 60 days' written notice,  all shares in
any  Portfolio  account  whose  aggregate  NAV is less than  $1,000  immediately
following any redemption.

OTHER SHAREHOLDER SERVICES

EXCHANGES

You may exchange your shares for C Shares of the other Norwest  WealthBuilder II
Portfolios. For information, please contact the transfer agent.

The Portfolios do not charge for  exchanges,  and there is currently no limit on
the number of exchanges you may make. The Trust reserves the right,  however, to
limit excessive  exchanges by you or to impose a fee per exchange over a minimum
amount.  Exchanges  are  subject to the fees  charged  by,  and the  limitations
(including minimum investment restrictions) of, the Portfolio into which you are
exchanging.

Exchanges may only be made between identically registered accounts or by opening
a new account.  You must submit a new account  application to open a new account
through an exchange if the new account will not have an  identical  registration
and the same  shareholder  privileges as the account from which your exchange is
being made.  You may only exchange into a Portfolio if that  Portfolio's  shares
may legally be sold in your state of residence.

Under federal tax law, the  Portfolios  treat an exchange as a redemption  and a
purchase.  Exchange  procedures  may be amended  materially or terminated by the
Trust at any time upon 60 days' notice. (See "Additional Purchase and Redemption
Information" in the SAI.)

SALES CHARGES. [The exchange of C shares may result in additional sales charges.
If you exchange into a Portfolio that imposes an initial sales charge,  you must
pay an amount  equal to any  excess of that  Portfolio's  initial  sales  charge
attributable  to the number of shares being  acquired in the  exchange  over any
initial sales charge you paid for the shares being  exchanged.  For example,  if
you paid a 1% initial sales charge in  connection  with a purchase of shares and
then exchanged those shares into shares of another  Portfolio  subject to a 1.5%
sales charge,  you would pay the  differential  sales charge on the exchange.  C
shares  acquired  through the  reinvestment  of dividends or  distributions  are
deemed to have been acquired  with a sales charge rate equal to that  applicable
to the shares on which the dividends or distributions were paid.]

1.       EXCHANGES  BY MAIL.  You may make  exchanges  by mail by writing to the
         transfer agent and sending any share  certificates for the shares to be
         exchanged. You must sign all written requests for exchanges and endorse
         all certificates with signature guaranteed. (See "How to Sell Shares --
         Other Redemption Matters".)


                                       16
<PAGE>


2.       EXCHANGES  BY  TELEPHONE.   If  you  have  elected  telephone  exchange
         privileges,  you may make a telephone  exchange  request by calling the
         transfer agent at 1-800-338-1348  or 1-612-667-8833  and providing your
         account number,  the exact name in which your shares are registered and
         your social security or taxpayer  identification  number.  (See "How to
         Sell Shares -- Other Redemption Matters".)

AUTOMATIC INVESTMENT PLAN

Under the  Portfolios'  Automatic  Investment  Plan,  you may authorize  monthly
amounts of $150 or more to be withdrawn  automatically from your designated bank
account (other than a passbook  savings  account) and sent to the transfer agent
for  investment  in  Portfolio  shares.  If you wish to use this plan,  you must
complete  an  application,  which may be  obtained  by writing  or  calling  the
transfer agent. The Trust may modify or terminate your automatic investment plan
in the event that the Trust is unable to settle any transaction  with your bank.
If the  Automatic  Investment  Plan is  terminated  before your  account  totals
$25,000,  the Trust reserves the right to close your account in accordance  with
the procedures described under "How to Sell Shares -- Other Redemption Matters".

RETIREMENT ACCOUNTS

The  Portfolios  may be a  suitable  investment  vehicle  for part or all of the
assets  you  hold  in  Traditional  or  Roth  individual   retirement   accounts
(collectively, "IRAs"). An IRA account application may be obtained by contacting
the Trust at 1-800-338-1348 or 1-612-667-8833. Generally, investment earnings in
an IRA are  tax-deferred  until you withdraw them. In the case of a Roth IRA, if
certain  requirements  are met, your investment  earnings will not be taxed even
when you withdraw  them.  You  generally may make IRA  contributions  of up to a
maximum of $2,000 annually.  Only contributions to your Traditional IRAs are tax
deductible.  However,  your  deduction  may be reduced if you or, in some cases,
your spouse is an active  participant in an  employer-sponsored  retirement plan
and you (or you and your  spouse)  have  adjusted  gross  income  above  certain
levels.  Your ability to make  contributions  to a Roth IRA is restricted if you
(or, in some cases,  you and your  spouse)  have  adjusted  gross  income  above
certain levels.

Your  employer may also  contribute  to your IRA as part of a Savings  Incentive
Match Plan for Employees, or "SIMPLE plan", established after December 31, 1996.
Under a SIMPLE plan, you may  contribute up to $6,000  annually to your IRA, and
your  employer  must  generally  match such  contributions  up to 3% of the your
annual salary. Alternatively,  your employer may elect to contribute to your IRA
2% of the lesser of the your earned income or $160,000.

AUTOMATIC WITHDRAWAL PLAN

If you have  shares in a single  account  that total  $25,000  or more,  you may
establish an automatic withdrawal plan to provide for the preauthorized  payment
from your  account  of $250 or more on a  monthly,  quarterly,  semi-annual,  or
annual basis.  Under the automatic  withdrawal plan,  sufficient  shares in your
account are  redeemed to provide your  periodic  payment and any taxable gain or
loss  is  recognized  upon  redemption  of the  shares.  If you  wish to use the
withdrawal  plan,  you may do so by  completing  an  application,  which  may be
obtained by writing or calling the  transfer  agent.  The Trust may suspend your
withdrawal privileges without notice if your account contains insufficient funds
to effect a withdrawal  or if your account  balance  averages  less than $25,000
over a period of twelve (12) months.

REOPENING ACCOUNTS

You may reopen an account, without filing a new account application form, at any
time  within  one year  after the your  account  is  closed,  provided  that the
information  on the  account  application  form on file  with the Trust is still
current.


                                       17
<PAGE>


DIVIDEND AND TAX MATTERS

DIVIDENDS

Dividends  of each  Portfolio's  net  investment  income are  declared  and paid
annually.  Distributions  of any net capital  gain  realized by a Portfolio  are
distributed annually.

You may choose to have dividends and distributions of a Portfolio  reinvested in
shares of that Portfolio (the "Reinvestment Option") or to receive dividends and
distributions   in  cash  (the  "Cash  Option")  or  to  direct   dividends  and
distributions  to be  reinvested  in shares of certain  series of the Trust (the
"Directed Dividend Option").  All dividends and distributions are treated in the
same  manner  for  federal  income  tax  purposes  whether  received  in cash or
reinvested in shares of a series of the Trust.

Under the Reinvestment Option, all of a Portfolio's  dividends and distributions
are automatically invested in additional shares of that Portfolio. All dividends
and  distributions are reinvested at a Portfolio's NAV as of the payment date of
the dividend or  distribution.  You are assigned  this option  unless you select
another option.  Under the Cash Option, all dividends and distributions are paid
to you in cash.  Under the  Directed  Dividend  Option,  if you own  shares of a
Portfolio  totaling  $25,000 or more in a single account,  you may elect to have
all dividends and  distributions  reinvested in shares of another  series of the
Trust,  provided  that  those  shares  are  eligible  for sale in your  state of
residence.  For further  information  concerning the Directed  Dividend  Option,
please contact the transfer agent.

TAX MATTERS

Dividends  paid by a Portfolio out of its net investment  income  (including net
short-term  capital  gain) are  taxable  to  shareholders  as  ordinary  income.
Distributions  of net capital gain (i.e.,  the excess of net  long-term  capital
gain over net  short-term  capital loss) are taxable as long-term  capital gain,
regardless of how long a shareholder has held shares in a Portfolio. If you hold
shares for six months or less and during that period receive a  distribution  of
net  capital  gain,  any loss  realized  on the sale of the shares  during  that
six-month  period  will  be a  long-term  capital  loss  to  the  extent  of the
distribution. Dividends and distributions reduce the NAV of the Portfolio paying
the  dividend or  distribution  by the amount of the  dividend or  distribution.
Furthermore,  a dividend or  distribution  made shortly  after your  purchase of
shares, although in effect a return of capital to you, will be taxable to you as
described above.

Dividends or distributions received by a shareholder that is exempt from federal
income tax, such as a qualified  pension plan,  generally will not be taxable to
that shareholder.

To the extent a Portfolio or one of its Underlying Funds invests in the stock of
domestic issuers,  dividends received by corporate shareholders of the Portfolio
may qualify for the dividends received deduction for corporations. The amount of
such dividends  eligible for the dividends  received deduction is limited to the
amount of qualifying  dividends  from domestic  corporations  received  during a
Portfolio's fiscal year.

Each Portfolio is required by federal law to withhold 31% of reportable payments
(which may include  dividends,  capital gain distributions and redemptions) paid
to  you  if  you  fail  to  provide  the  Portfolio  with  a  correct   taxpayer
identification number or to make required certifications,  or if you are subject
to backup withholding.

Reports  containing  appropriate  information with respect to the federal income
tax status of dividends and distributions paid during the year by each Portfolio
will be mailed to shareholders shortly after the close of each calendar year.


                                       18
<PAGE>


OTHER INFORMATION

PORTFOLIO REORGANIZATIONS

On March 25,  1999,  the  Board  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  the November  1998 merger of Wells Fargo &
Company and Norwest Corporation. Norwest Advantage Funds presented each proposed
fund  reorganization to the fund's  shareholders for their approval at a special
shareholders' meeting that was held in August 1999.

The  shareholders  of each of the  Norwest  Advantage  Funds  approved  the fund
reorganizations  and each of the Norwest  Advantage Funds will reorganize into a
corresponding  Wells  Fargo  Funds  Trust  portfolio  as  approved by the funds'
shareholders.

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.

The funds'  reorganizations   are  expected  to be  tax-free  transactions.  The
reorganizations will not trigger any sales charges.

If you have any questions you should call 1-800-394-0736.





                                       19
<PAGE>




Financial Highlights

The  financial  highlights  table  is  intended  to  help  you  understand  each
Portfolio's  financial  performance for its operating history.  This information
represents selected data for a single outstanding C Share of each Portfolio. The
information  from  October 1, 1997  through May 31,  1999,  has been  audited by
_________________________,  independent  auditors,  whose  report dated July 16,
1999 about a Portfolio,  along with the  Portfolios'  financial  statements  are
included in the Portfolios' Annual Report,  which may be obtained from the Trust
without charge. The financial  statements are incorporated by reference into the
SAI.

<TABLE>
<S>                                          <C>       <C>              <C>       <C>           <C>         <C>

                                                  Norwest                   Norwest
                                             WealthBuilder II           WealthBuilder II             Norwest
                                              Growth Balanced           Growth & Income          WealthBuilder II
                                                 Portfolio                 Portfolio             Growth Portfolio
                                           ----------------------     ---------------------    ---------------------
                                           For  the    For the        For  the   For the       For the   For the
                                           Year        Period         Year       Period        Year       Period
                                           Ended       Ended          Ended      Ended         Ended      Ended
                                            May 31,    May 31,        May 31,    May 31,       May 31,    May 31,
                                            1999         1998           1999       1998        1999        1998


Net Asset Value, Beginning of                $10.80     $10.00          $10.97    $10.00        $11.01   $10.00
Period(a)
                                           ----------- ----------     ---------- ----------    --------- -----------
Investment Operations
  Net Investment Income (Loss)                 0.10      0.07            (0.04)     --          (0.07)   (0.01)
  Net Realized and Unrealized Gain
(Loss) on Investments                          1.01      0.76             1.04     0.97          1.71    1.03
                                                                      ---------- ----------
                                           ----------- ----------                              --------- -----------
Total from Investment Operations               1.11      0.02             1.00     0.97          1.64    1.02
                                           ----------- ----------     ---------- ----------    --------- -----------

Distributions from
   Net Investment Income                      (0.07)    (0.03)           (0.01)     --          (0.02)   (0.01)
                                                                                                ======   ------
                                           =========== ==========     ========== ==========    ========= ===========
Net Asset Value, End of Period               $11.83     $10.80          $11.96    $10.97        $12.63   $11.01
                                           =========== ==========     ========== ==========    ========= ===========

Total Return(b)(c)                            10.26%     8.35%            9.11%    9.75%        14.94%   10.17%

Ratio/Supplementary Data
Net Assets at End of Period (in             $23,336     $9,300         $10,657    $8,623       $12,942     $5,695
thousands)
Ratios to Average Net Assets:
      Expenses including
 expense reimbursements/fee                    1.25%   1.25%(c)           1.25%  1.25%(c)       1.25%     1.25%(c)
         waivers(d)
      Expenses excluding
 expense reimbursements/fee                    1.85%   2.64%(c)           1.95%  2.90%(c)       2.00%     3.32%(c)
         waivers(d)
Net investment income (loss)
including expense reimbursements/fee           1.28%   0.02%(c)          (0.38)% (0.41)%(c)    (0.84)%   (0.50)%(c)
waivers(d)
Portfolio Turnover Rate(e)                    59.17%    20.20%           31.60%    7.19%        31.21%   15.60%

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

</TABLE>

(a)  Each of the Portfolios commenced offering C Shares on October 1, 1997.
(b)  Total  return does not include the effects of sales  charges.  Total return
     would have been lower absent expense reimbursements and/or fee waivers.
(c)  Annualized.
(d)  Portfolio turnover represents the rate of portfolio activity.




                                       20
<PAGE>





If you would like more information  about the Portfolios and their  investments,
you may want to read the following documents:

Statement of  Additional  Information.  A  Portfolio's  statement of  additional
information, or SAI, contains detailed information about the Portfolios, such as
its investments,  management,  and  organization.  It is incorporated  into this
prospectus by reference.

Annual and Semi-Annual  Reports.  Additional  Information about each Portfolio's
investments is available in its annual and semi-annual  reports to shareholders.
In the annual report,  each Portfolio's  portfolio  manager discusses the market
conditions and investment strategies that significantly affected the Portfolio's
performance during its last fiscal year.

You may obtain free copies of the SAI, annual report, and semi-annual report, or
make  inquiries  concerning  the  Portfolios,   by  contacting  your  investment
representative  or by contacting  Norwest Advantage Funds, 733 Marquette Avenue,
Minneapolis, Minnesota 55479, or by calling 1-800- 338-1348 or 1-612-667-8833.

The  Portfolios'  reports and SAI are available from the Securities and Exchange
Commission in Washington,  D.C. You may obtain copies of these  documents,  upon
payment of a  duplicating  fee, by writing the Public  Reference  Section of the
SEC, Washington D.C. 20549-6009.  The scheduled hours of operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Free copies
of the  reports  and SAIs are  available  from the  SEC's  Internet  website  at
http://www.sec.com.

The SEC's Investment Company Act file number for the Portfolios is 811-4881.








                                       21
<PAGE>


                             NORWEST ADVANTAGE FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION




                                 October 1, 1999


                           READY CASH INVESTMENT FUND


                             PUBLIC ENTITIES SHARES



<PAGE>





                           READY CASH INVESTMENT FUND
                             PUBLIC ENTITIES SHARES
                       STATEMENT OF ADDITIONAL INFORMATION


                                 October 1, 1999



Account Information and
Shareholder Servicing:                   Distribution:
         Norwest Bank Minnesota, N.A.             Forum Financial Services, Inc.
         Transfer Agent                           Manager and Distributor
         733 Marquette Avenue                     Two Portland Square
         Minneapolis, MN  55479-0040              Portland, Maine 04101
         (612) 667-8833/(800) 338-1348            (207) 879-1900

Ready  Cash  Investment  Fund (the  "Fund")  is a  separate  series  of  Norwest
Advantage Funds, an open-end management  investment company registered under the
Investment Company Act of 1940, as amended.

This  Statement of  Additional  Information  supplements  the  Prospectus  dated
October 1, 1999, as may be amended from time to time,  offering  Public Entities
Shares of Ready Cash Investment Fund.

THIS  STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE  INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.

THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ ONLY IN CONJUNCTION WITH
THE CURRENT  PROSPECTUS,  COPIES OF WHICH MAY BE OBTAINED BY AN INVESTOR WITHOUT
CHARGE BY CONTACTING THE DISTRIBUTOR AT THE ADDRESS LISTED ABOVE.



<PAGE>

<TABLE>
                                                            <S>                              <C>

                                                 TABLE OF CONTENTS
                                                                                                    Page

         Introduction...............................................................................5

         1.  Investment Policies....................................................................6
                  Security Ratings Information......................................................6
                  General Information Regarding Fixed Income Securities.............................6
                  Money Market Fund Matters.........................................................7
                  U.S. Government Securities........................................................7
                  Bank Obligations..................................................................8
                  Short Term Debt Securities/Commercial Paper.......................................8
                  Zero Coupon Securities............................................................9
                  Variable and Floating Rate Securities.............................................9
                  Mortgage-Backed and Asset-Backed Securities......................................10
                  Types of Credit Enhancement......................................................10
                  Asset-Backed Securities..........................................................10
                  Interest-Only and Principal-Only Securities......................................11
                  Municipal Securities.............................................................11
                  Illiquid and Restricted Securities...............................................14
                  Loans of Portfolio Securities....................................................15
                  Borrowing And Transactions Involving Leverage....................................15
                  Repurchase Agreements............................................................17

         2.  Investment Limitations................................................................18
                  Fundamental Limitations..........................................................18
                  Non-Fundamental Limitations......................................................19

         3.  Performance and Advertising Data......................................................20
                  SEC Yield Calculations...........................................................21
                  Total Return Calculations........................................................21
                  Other Advertisement Matters......................................................22

         4.  Management............................................................................23
                  Trustees and Officers............................................................23
                  Compensation of Trustees and Officers of the Trust...............................25
                  Trustees and Officers of Core Trust..............................................26
                  Investment Advisory Services.....................................................27
                  Management and Administrative Services...........................................28
                  The Portfolio....................................................................30
                  Distribution.....................................................................30
                  Transfer Agent...................................................................31
                  Custodian........................................................................31
                  Portfolio Accounting.............................................................31
                  Expenses.........................................................................33

         5.  Portfolio Transactions................................................................33


                                       iii
<PAGE>

                                            TABLE OF CONTENTS

                                                                                                 Page


         6.  Additional Purchase, Redemption and Exchange Information..............................35
                  General..........................................................................35
                  Exchanges........................................................................35
                  Redemptions......................................................................35

         7.  Taxation..............................................................................36

         8.  Additional Information About the Trust and the Shareholders of the Fund ..............36
                  Determination of Net Asset Value.................................................36
                  Counsel and Auditors.............................................................37
                  General Information..............................................................37
                  Financial Statements.............................................................37
                  Registration Statement...........................................................38

         Appendix A - Description of Securities Ratings...........................................A-1

</TABLE>


                                       iv
<PAGE>




                                  INTRODUCTION

The Trust was originally organized under the name "Prime Value Funds, Inc." as a
Maryland  corporation on August 29, 1986, and on July 30, 1993, was  reorganized
as a Delaware business trust under the name "Norwest Funds." On October 1, 1995,
the Trust  changed  its name to "Norwest  Advantage  Funds" and on June 1, 1997,
changed its name back to "Norwest  Funds." On August 4, 1997,  the Trust changed
its name back to "Norwest Advantage Funds."

The Fund invests all its investable  assets in Prime Money Market Portfolio (the
"Portfolio"),  a  series  of  Core  Trust  (Delaware),  a  registered,  open-end
management  investment company.  The expenses of the Fund include the Fund's pro
rata share of the expenses of the Portfolio.

The  Fund's  and  the  Portfolio's  investment  adviser  is  Norwest  Investment
Management,  Inc.  ("Norwest"),  a subsidiary  of Norwest Bank  Minnesota,  N.A.
("Norwest  Bank").  Norwest Bank, a subsidiary of Norwest Wells Fargo & Company,
serves as the Trust's transfer agent, dividend disbursing agent and custodian.

Forum Financial Services, Inc. ("Forum"), a registered broker-dealer,  serves as
the  Trust's   manager  and  as  distributor  of  the  Trust's   shares.   Forum
Administrative Services, LLC ("FAdS") serves as the Trust's administrator.

As used in this SAI, the following terms shall have the meanings listed:

         "Adviser" or "Investment Adviser" shall mean Norwest.

         "Board" shall mean the Board of Trustees of the Trust.

         "CFTC" shall mean the U.S. Commodities Futures Trading Commission.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Core Trust" shall mean Core Trust  (Delaware) an open-end,  management
         investment company registered under the 1940 Act.

         "Core Trust Board" shall mean the Board of Trustees of Core Trust.

         "Custodian"  shall  mean Norwest acting in its capacity as custodian of
          the Fund.

         "FAdS"  shall  mean Forum  Administrative  Services,  LLC,  the Trust's
          administrator.

         "Fitch" shall mean Fitch IBCA, Inc.

         "Forum"  shall  mean  Forum  Financial  Services,  Inc.,  a  registered
         broker-dealer and distributor of the Trust's shares.

         "FAcS"  shall  mean Forum  Accounting  Services,  LLC, the Trust's fund
          accountant.

         "Moody's" shall mean Moody's Investors Service.

         "Norwest"  shall mean Norwest Investment Management, Inc., a subsidiary
          of Norwest Bank Minnesota, N.A.

         "Norwest Bank"  shall mean Norwest Bank  Minnesota,  N.A., a subsidiary
          of Wells Fargo & Company.

         "NRSRO"   shall  mean  a  nationally   recognized   statistical  rating
         organization.


                                       1
<PAGE>


         "Portfolio" shall mean  Prime Money Market Portfolio,  a series of Core
          Trust.

         "SEC" shall mean the U.S. Securities and Exchange Commission.

         "S&P" shall mean Standard & Poor's.

         "Transfer  Agent"  shall mean  Norwest  Bank acting in its  capacity as
         transfer and dividend disbursing agent of the Fund.

         "Trust" shall mean Norwest  Advantage  Funds,  an open-end,  management
         investment company registered under the 1940 Act.

         "U.S.   Government   Securities"  shall   mean  obligations  issued  or
          guaranteed by the U.S. Government, its agencies or instrumentalities.

         "1933 Act" shall mean the Securities Act of 1933, as amended.

         "1940 Act" shall mean the Investment Company Act of 1940, as amended.

1.       INVESTMENT POLICIES

The  following  discussion  is  intended to  supplement  the  disclosure  in the
Prospectus  concerning the Fund's and the  Portfolio's  investments,  investment
techniques  and  strategies  and the risks  associated  therewith.  Although the
following  is  discussed  with  respect  the Fund,  the Trust and the Board,  it
applies equally to the Portfolio,  the Core Trust and the Core Trust Board.  The
Fund may not make any investment or employ any investment  technique or strategy
not referenced in the Prospectus.

SECURITY RATINGS INFORMATION

Moody's,  S&P and other NRSROs are private  services that provide ratings of the
credit quality of debt obligations.  A description of the ratings  categories of
certain  NRSROs is included  in  Appendix A to this SAI.  The Fund may use these
ratings,  together with other factors, to determine whether to purchase, sell or
hold a security. It should be emphasized,  however, that ratings are general and
are not absolute  standards of quality.  Consequently,  securities with the same
maturity, interest rate and rating may have different market prices. If an issue
of  securities  ceases  to be  rated or if its  rating  is  reduced  after it is
purchased by the Fund,  Norwest will determine  whether the Fund should continue
to hold the  obligation.  To the extent  that the  ratings  given by a NRSRO may
change as a result of changes in such  organizations  or their  rating  systems,
Norwest will attempt to substitute comparable ratings. Credit ratings attempt to
evaluate the safety of principal  and interest  payments and do not evaluate the
risks of  fluctuations in market value.  Also,  rating agencies may fail to make
timely changes in credit ratings. An issuer's current financial condition may be
better or worse than a rating indicates.

The Fund may purchase certain unrated securities.  Unrated securities may not be
as actively traded as rated  securities.  The Fund may retain  securities  whose
rating has been lowered below the lowest  permissible  rating  category (or that
are  unrated  and  determined  by its  Norwest  to be of  comparable  quality to
securities  whose rating has been lowered  below the lowest  permissible  rating
category) if Norwest  determines  that  retaining  such  security is in the best
interests of the Fund.

GENERAL INFORMATION CONCERNING FIXED INCOME SECURITIES

Yields on fixed income securities, including municipal securities, are dependent
on a variety of factors,  including  the general  conditions of the money market
and other fixed income securities  markets,  the size of a particular  offering,
the  maturity  of the  obligation  and the  rating of the  issue.  Fixed  income
securities  with  longer  maturities  tend  to  produce  higher  yields  and are
generally  subject to greater  price  movements  than  obligations  with shorter
maturities.  There is normally an inverse  relationship between the market value
of  securities  sensitive to  prevailing  interest  rates and actual  changes in


                                       2
<PAGE>


interest  rates.  In other words,  an increase in interest  rates will generally
reduce the market  value of  portfolio  investments,  and a decline in  interest
rates will generally increase the value of portfolio investments.

Obligations  of  issuers  of  fixed  income  securities   (including   municipal
securities) are subject to the provisions of bankruptcy,  insolvency,  and other
laws  affecting  the rights  and  remedies  of  creditors,  such as the  Federal
Bankruptcy Reform Act of 1978. In addition, the obligations of municipal issuers
may  become   subject  to  laws  enacted  in  the  future  by  Congress,   state
legislatures,  or referenda  extending the time for payment of principal  and/or
interest,  or imposing other constraints upon enforcement of such obligations or
upon the ability of municipalities  to levy taxes.  Changes in the ability of an
issuer to make payments of interest and principal and in the market's perception
of an issuer's  creditworthiness  will also affect the market  value of the debt
securities of that issuer. The possibility exists, therefore,  that, the ability
of any  issuer to pay,  when due,  the  principal  of and  interest  on its debt
securities may become impaired.

MONEY MARKET FUND MATTERS

Pursuant to Rule 2a-7  adopted  under the 1940 Act,  the Fund may invest only in
"eligible securities" as defined in that Rule.  Generally,  an eligible security
is a security  that:  (1) is  denominated  in U.S.  Dollars  and has a remaining
maturity  of 397 days or less;  (2) is rated,  or is  issued  by an issuer  with
short-term  debt  outstanding  that is rated,  in one of the two highest  rating
categories  by two  NRSROs  or, if only one NRSRO has  issued a rating,  by that
NRSRO  (the  "requisite  NRSROs");  and (3) has been  determined  by  Norwest to
present  minimal credit risks pursuant to procedures  approved by the Board.  In
addition,  the Fund will maintain a dollar-weighted  average maturity of 90 days
or  less.  Unrated  securities  may  also  be  eligible  securities  if  Norwest
determines  that they are of  comparable  quality to a rated  eligible  security
pursuant to guidelines approved by the Board.

Under Rule 2a-7,  the Fund may not  invest  more than five  percent of its total
assets in the  securities  of any one  issuer  other  than the U.S.  Government,
provided  that in certain cases the Fund may invest  twenty-five  percent of its
assets in the first  tier  securities  of a single  issuer for a period of up to
three business days.  First tier  securities are securities that have received a
short-term  rating in the highest category from the requisite  NRSROs.  The Fund
may not invest in a  security  that has  received,  or is deemed  comparable  in
quality to a  security  that has  received,  the  second  highest  rating by the
requisite  number of NRSROs (a "second tier security") if immediately  after the
acquisition  thereof the Fund would have  invested  more than (A) the greater of
one percent of its total assets or one million  dollars in securities  issued by
that issuer which are second tier  securities,  or (B) five percent of its total
assets in second tier securities.

Immediately after the acquisition of any demand feature or guarantee,  The Fund,
with respect to seventy-five  percent of its assets may not invest more than ten
percent of its assets in  securities  subject to demand  features or  guarantees
from the same  institution,  except  that the Fund may invest up to twenty  five
percent of its assets in demand  features or  guarantees  in  first-tier  demand
features  or  guarantees  issued by a  non-controlled  person.  The Fund may not
invest more than five percent of its assets in securities subject to second tier
demand features in guarantees issued by the same institution.

U.S. GOVERNMENT SECURITIES

In addition to  obligations  of the U.S.  Treasury,  the Fund may invest in U.S.
Government Securities.  Agencies and instrumentalities  which issue or guarantee
debt  securities  and which have been  established  or  sponsored  by the United
States government include the Bank for Cooperatives, the Export-Import Bank, the
Federal Farm Credit System,  the Federal Home Loan Banks,  the Federal Home Loan
Mortgage  Corporation,  the Federal  Intermediate Credit Banks, the Federal Land
Banks,  the  Federal   National   Mortgage   Association,   the  Small  Business
Administration,  the Government  National  Mortgage  Association and the Student
Loan  Marketing  Association.  Other  agencies are supported by the right of the
issuer to borrow from the Treasury;  others are  supported by the  discretionary
authority of the U.S. government to purchase the agency's obligations; and still
others are supported primarily or solely by the  creditworthiness of the issuer.
No  assurance  can be given that the U.S.  Government  would  provide  financial
support to U.S.  government-sponsored agencies or instrumentalities if it is not


                                       3
<PAGE>


obligated  to  do  so  by  law.  Accordingly,  although  these  securities  have
historically involved little risk of loss of principal if held to maturity, they
may involve more risk than securities backed by the U.S. Government's full faith
and  credit.  The Fund  will  invest  in the  obligations  of such  agencies  or
instrumentalities  only when Norwest  believes that the credit risk with respect
thereto is consistent with the Fund's investment policies.

BANK OBLIGATIONS

The Fund may, in  accordance  with the  policies  described  in its  Prospectus,
invest  in  obligations   of  financial   institutions,   including   negotiable
certificates  of deposit,  bankers'  acceptances and time deposits of U.S. banks
(including  savings banks and savings  associations),  foreign  branches of U.S.
banks, foreign banks and their non-U.S.  branches  (Eurodollars),  U.S. branches
and agencies of foreign banks (Yankee dollars), and wholly-owned banking-related
subsidiaries  of foreign banks.  The Fund's  investments  in the  obligations of
foreign banks and their branches, agencies or subsidiaries may be obligations of
the parent, of the issuing branch, agency or subsidiary, or both. Investments in
foreign bank  obligations are limited to banks and branches located in countries
that Norwest believes do not present undue risk.

A certificate of deposit is an interest-bearing negotiable certificate issued by
a bank  against  funds  deposited  in  the  bank.  A  bankers'  acceptance  is a
short-term draft drawn on a commercial bank by a borrower, usually in connection
with an international  commercial  transaction.  Although the borrower is liable
for payment of the draft, the bank  unconditionally  guarantees to pay the draft
at its  face  value on the  maturity  date.  Time  deposits  are  non-negotiable
deposits with a banking  institution that earn a specified  interest rate over a
given period. Certificates of deposit and fixed time deposits, which are payable
at the stated maturity date and bear a fixed rate of interest,  generally may be
withdrawn on demand by the Fund but may be subject to early withdrawal penalties
which vary  depending upon market  conditions and the remaining  maturity of the
obligation and could reduce the Fund's yield.  Although  fixed-time  deposits do
not in all cases have a secondary market, there are no contractual  restrictions
on the Fund's right to transfer a  beneficial  interest in the deposits to third
parties.  Deposits subject to early withdrawal  penalties or that mature in more
than  seven  days are  treated  as  illiquid  securities  if there is no readily
available market for the securities.

The Fund may invest in Eurodollar certificates of deposit, which are U.S. dollar
denominated  certificates  of deposit  issued by offices of foreign and domestic
banks located outside the United States;  Yankee certificates of deposit,  which
are  certificates  of  deposit  issued  by  a  U.S.  branch  of a  foreign  bank
denominated  in U.S.  dollars  and held in the United  States;  Eurodollar  time
deposits  ("ETDs"),  which are U.S.  dollar  denominated  deposits  in a foreign
branch of a U.S. bank or a foreign bank; and Canadian time  deposits,  which are
essentially the same as ETDs, except that they are issued by Canadian offices of
major Canadian banks.

Investments that the Fund may make in instruments of foreign banks,  branches or
subsidiaries may involve certain risks,  including future political and economic
developments,  the possible  imposition of foreign withholding taxes on interest
income payable on such securities,  the possible seizure or  nationalization  of
foreign  deposits,  differences  from domestic  banks in applicable  accounting,
auditing and financial reporting  standards,  and the possible  establishment of
exchange controls or other foreign governmental laws or restrictions  applicable
to the payment of  certificates  of deposit or time deposits  which might affect
adversely the payment of principal and interest on such  securities  held by the
Fund.

SHORT TERM DEBT SECURITIES/COMMERCIAL PAPER

The Fund may invest in commercial paper, i.e.,  short-term  unsecured promissory
notes issued in bearer form by bank holding companies,  corporations and finance
companies.  Except as noted below with respect to variable  master demand notes,
issues of commercial paper normally have maturities of less than nine months and
fixed rates of return.

Variable  amount master demand notes are unsecured  demand notes that permit the
indebtedness  thereunder  to vary and provide for  periodic  adjustments  in the
interest rate  according to the terms of the  instrument.  Because master demand
notes are direct lending  arrangements between the Fund and the issuer, they are
not normally  traded.  Although there is no secondary  market in the notes,  the
Fund may demand payment of principal and accrued interest at any time.  Variable


                                       4
<PAGE>


amount master demand notes must satisfy the same criteria as set forth above for
commercial paper.

ZERO COUPON SECURITIES

Zero coupon  securities  are sold at original issue discount and pay no interest
to holders prior to maturity.  Accordingly,  these securities usually trade at a
deep  discount  from  their  face or par value and will be  subject  to  greater
fluctuations  of market value in response to changing  interest  rates than debt
obligations  of  comparable  maturities  which  make  current  distributions  of
interest.  Federal  tax law  requires  that the Fund  accrue  a  portion  of the
discount at which a zero-coupon  security was purchased as income each year even
though the Fund receives no interest  payment in cash on the security during the
year.  Interest on these securities,  however, is reported as income by the Fund
and must be distributed to its shareholders. The Fund distributes all of its net
investment  income,  and may have to sell  portfolio  securities  to  distribute
imputed income,  which may occur at a time when Norwest would not have chosen to
sell such securities and which may result in a taxable gain or loss.

Currently U.S. Treasury securities issued without coupons include Treasury bills
and separately traded principal and interest  components of securities issued or
guaranteed  by  the  U.S.  Treasury.   These  stripped   components  are  traded
independently  under the Treasury's  Separate Trading of Registered Interest and
Principal  of  Securities  ("STRIPS")  program  or as  Coupons  Under Book Entry
Safekeeping  ("CUBES").  A number  of banks and  brokerage  firms  separate  the
principal  and  interest  portions  of U.S.  Treasury  securities  and sell them
separately  in the  form of  receipts  or  certificates  representing  undivided
interests in these  instruments.  These instruments are generally held by a bank
in a custodial or trust  account on behalf of the owners of the  securities  and
are known by  various  names,  including  Treasury  Receipts  ("TRs"),  Treasury
Investment  Growth  Receipts  ("TIGRs") and  Certificates of Accrual on Treasury
Securities ("CATS").  In addition,  corporate debt securities may be zero coupon
securities.

VARIABLE AND FLOATING RATE SECURITIES

The securities in which the Fund invests invest (including  municipal securities
or mortgage- and  asset-backed  securities,  as applicable) may have variable or
floating rates of interest and, under certain  limited  circumstances,  may have
varying  principal  amounts.  These  securities  pay  interest at rates that are
adjusted periodically accordingly to a specified formula, usually with reference
to one or more interest rate indices or market  interest rates (the  "underlying
index").  The interest paid on these  securities is a function  primarily of the
underlying  index upon  which the  interest  rate  adjustments  are based.  Such
adjustments  minimize  changes  in  the  market  value  of the  obligation  and,
accordingly,  enhance  the  ability  of the Fund to  maintain a stable net asset
value.  Similar to fixed  rate debt  instruments,  variable  and  floating  rate
instruments  are subject to changes in value based on changes in market interest
rates or changes  in the  issuer's  creditworthiness.  The rate of  interest  on
securities  purchased  by the Fund may be tied to Treasury  or other  government
securities or indices on those  securities as well as any other rate of interest
or index.  The Fund may not invest in  securities  which pay  interest at a rate
that  varies  inversely  to  prevailing   short-term  interest  rates  ("inverse
floaters") and certain other variable and floating rates  securities that do not
comply with Rule 2a-7.

There may not be an active  secondary  market  for any  particular  floating  or
variable rate instruments  which could make it difficult for the Fund to dispose
of such an instrument if the issuer defaulted on its repayment obligation during
periods that the Fund is not entitled to exercise any demand rights it may have.
The Fund  could,  for this or other  reasons,  suffer a loss with  respect to an
instrument. Norwest monitors the liquidity of the Fund's investments in variable
and floating  rate  instruments,  but there can be no  guarantee  that an active
secondary market will exist.

Many  variable  rate  instruments  include  the  right of the  holder  to demand
prepayment  of the  principal  amount  of the  obligation  prior  to its  stated
maturity  and the right of the issuer to prepay the  principal  amount  prior to
maturity. The payment of principal and interest by issuers of certain securities
purchased  by the Fund may be  guaranteed  by letters of credit or other  credit
facilities offered by banks or other financial institutions.

Variable  rate  obligations  purchased  by the  Fund may  include  participation
interests  in  variable  rate  obligations  purchased  by the Fund  from  banks,
insurance  companies  or  other  financial   institutions  that  are  backed  by


                                       5
<PAGE>


irrevocable  letters of credit or guarantees of banks. The Fund can exercise the
right, on not more than thirty days' notice,  to sell such an instrument back to
the bank from which it purchased the instrument and draw on the letter of credit
for all or any part of the principal amount of the Fund's participation interest
in the instrument,  plus accrued interest,  but will do so only: (1) as required
to provide  liquidity  to the Fund;  (2) to maintain a high  quality  investment
portfolio; or (3) upon a default under the terms of the demand instrument. Banks
and other  financial  institutions  retain portions of the interest paid on such
variable rate  obligations as their fees for servicing such  instruments and the
issuance of related letters of credit, guarantees and repurchases commitments.

The Fund will not purchase participation  interests in variable rate obligations
unless it is advised by counsel  or  receives a ruling of the  Internal  Revenue
Service that interest  earned by the Fund from the obligations in which it holds
participation  interests is exempt from Federal income tax. The Internal Revenue
Service has  announced  that it  ordinarily  will not issue  advance  rulings on
certain of the Federal  income tax  consequences  applicable to  securities,  or
participation interests therein, subject to a put. Norwest monitors the pricing,
quality and  liquidity of variable  rate demand  obligations  and  participation
interests  therein  held  by  the  Fund  on the  basis  of  published  financial
information,  rating agency reports and other research services to which Norwest
may subscribe.

Certain  securities may have an initial  principal  amount that varies over time
based on an interest rate index, and, accordingly, the Fund might be entitled to
less than the  initial  principal  amount of the  security  upon the  security's
maturity.  The Fund  intends  to  purchase  such  securities  only when  Norwest
believes the interest  income from the instrument  justifies any principal risks
associated with the instrument. The Fund may attempt to limit any potential loss
of principal by purchasing  similar  instruments that are intended to provide an
offsetting  increase in principal.  There can be no assurance that the Fund will
be able to limit principal  fluctuations  and,  accordingly,  the Fund may incur
losses on those securities even if held to maturity without issuer default.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

TYPES OF CREDIT ENHANCEMENT

To lessen the effect of  failures by obligors  on the  underlying  mortgages  or
mortgage-backed  securities to make  payments,  mortgage-backed  securities  may
contain  elements  of credit  enhancement.  Credit  enhancement  falls  into two
categories:   (1)  liquidity  protection;  and  (2)  protection  against  losses
resulting after default by an obligor on the underlying assets and collection of
all amounts recoverable directly from the obligor and through liquidation of the
collateral. Liquidity protection refers to the provisions of advances, generally
by the  entity  administering  the pool of assets  (usually  the  bank,  savings
association or mortgage  banker that  transferred  the  underlying  loans to the
issuer  of the  security),  to  ensure  that  the  receipt  of  payments  on the
underlying pool occurs in a timely fashion.  Protection against losses resulting
after default and liquidation  ensures ultimate payment of the obligations on at
least a portion  of the  assets in the pool.  Such  protection  may be  provided
through  guarantees,  insurance  policies  or letters of credit  obtained by the
issuer or sponsor from third parties,  through  various means of structuring the
transaction or through a combination of such  approaches.  The Fund will not pay
any  additional  fees for such credit  enhancement,  although  the  existence of
credit enhancement may increase the price of security.

Examples of credit  enhancement  arising out of the structure of the transaction
include: (1)  "senior-subordinated  securities"  (multiple class securities with
one or more classes  subordinate to other classes as to the payment of principal
thereof and interest  thereon,  with the result that defaults on the  underlying
assets are borne first by the holders of the subordinated  class);  (2) creation
of "spread  accounts" or "reserve funds" (where cash or  investments,  sometimes
funded  from a portion  of the  payments  on the  underlying  assets are held in
reserve  against future  losses);  and (3)  "over-collateralization"  (where the
scheduled payments on, or the principal amount of, the underlying assets exceeds
that required to make payment of the  securities  and pay any servicing or other
fees).  The degree of credit  enhancement  provided for each issue  generally is
based on historical  information  regarding the level of credit risk  associated
with the  underlying  assets.  Delinquency  or loss in excess of that covered by
credit enhancement protection could adversely affect the return on an investment
in such a security.


                                       6
<PAGE>


ASSET-BACKED SECURITIES

The  Fund  may  invest  in  asset-backed   securities,   which  have  structural
characteristics similar to mortgage-backed securities but have underlying assets
that are not  mortgage  loans  or  interests  in  mortgage  loans.  Asset-backed
securities are securities that represent direct or indirect  participations  in,
or are secured by and payable  from,  assets such as motor  vehicle  installment
sales contracts, installment loan contracts, leases of various types of real and
personal   property  and  receivables   from  revolving   credit  (credit  card)
agreements.  Such assets are  securitized  through the use of trusts and special
purpose corporations.

Asset-backed  securities are often backed by a pool of assets  representing  the
obligations of a number of different parties. Payments of principal and interest
may be  guaranteed  up to certain  amounts  and for a certain  time  period by a
letter of credit issued by a financial institution.

Asset-backed  securities  present  certain  risks  that  are  not  presented  by
mortgage-backed  debt  securities  or other  securities  in  which  the Fund may
invest. Primarily, these securities do not always have the benefit of a security
interest  in  comparable  collateral.  Credit  card  receivables  are  generally
unsecured  and the debtors are entitled to the  protection  of a number of state
and Federal  consumer  credit laws, many of which give such debtors the right to
set off certain amounts owed on the credit cards,  thereby  reducing the balance
due. Automobile  receivables generally are secured by automobiles.  Most issuers
of automobile  receivables permit the loan servicers to retain possession of the
underlying  obligations.  If the  servicer  were to sell  these  obligations  to
another  party,  there is a risk that the  purchaser  would  acquire an interest
superior to that of the holders of the  asset-backed  securities.  In  addition,
because of the large number of vehicles  involved in a typical  issuance and the
technical  requirements  under  state  laws,  the trustee for the holders of the
automobile receivables may not have a proper security interest in the underlying
automobiles.  Therefore, there is the possibility that recoveries on repossessed
collateral  may not, in some cases,  be available  to support  payments on these
securities.  Because  asset-backed  securities  are  relatively  new, the market
experience in these  securities  is limited and the market's  ability to sustain
liquidity through all phases of the market cycle has not been tested.

INTEREST-ONLY AND PRINCIPAL-ONLY SECURITIES

Some tranches of mortgage-backed  securities,  including CMOs, are structured so
that  investors  receive only  principal  payments  generated by the  underlying
collateral.  Principal only  securities  ("POs") usually sell at a deep discount
from face value on the assumption that the purchaser will ultimately receive the
entire face value  through  scheduled  payments and  prepayments;  however,  the
market values of POs are  extremely  sensitive to prepayment  rates,  which,  in
turn,  vary with  interest  rate  changes.  If  interest  rates are  falling and
prepayments accelerate, the value of the PO will increase. On the other hand, if
rates rise and prepayments slow, the value of the PO will drop.

Interest only  securities  ("IOs") result from the creation of POs;  thus,  CMOs
with PO tranches also have IO tranches. IO securities sell at a deep discount to
their  "notional"  principal  amount,  namely  the  principal  balance  used  to
calculate the amount of interest due. They have no face or par value and, as the
notional principal amortizes and prepays, the IO cash flow declines.

Unlike POs, IOs increase in value when interest rates rise and prepayment  rates
slow;  consequently they are often used to "hedge"  portfolios  against interest
rate risk.  If  prepayment  rates are high,  the Fund may receive less cash back
than it initially invested.


                                       7
<PAGE>


MUNICIPAL SECURITIES

Municipal  securities are issued by the states,  territories  and possessions of
the United States,  their political  subdivisions (such as cities,  counties and
towns)  and  various  authorities  (such  as  public  housing  or  redevelopment
authorities), instrumentalities, public corporations and special districts (such
as  water,  sewer  or  sanitary  districts)  of  the  states,   territories  and
possessions of the United States or their political  subdivisions.  In addition,
municipal  securities  include  securities  issued  by or on  behalf  of  public
authorities to finance various privately operated facilities, such as industrial
development  bonds or other private  activity  bonds that are backed only by the
assets  and  revenues  of  the  non-governmental  user  (such  as  manufacturing
enterprises, hospitals, colleges or other entities).

Municipal securities historically have not been subject to registration with the
SEC, although there have been proposals which would require  registration in the
future.

MUNICIPAL NOTES.  Municipal notes,  which may be either "general  obligation" or
"revenue" securities are intended to fulfill the short-term capital needs of the
issuer and generally have  maturities  not exceeding one year.  They include the
following: tax anticipation notes, revenue anticipation notes, bond anticipation
notes, construction loan notes and tax-exempt commercial paper. Tax anticipation
notes are issued to finance  working  capital needs of  municipalities,  and are
payable from various  anticipated future seasonal tax revenues,  such as income,
sales,  use and  business  taxes.  Revenue  anticipation  notes  are  issued  in
expectation  of receipt of other  types of  revenues,  such as federal  revenues
available  under various federal revenue  sharing  programs.  Bond  anticipation
notes are issued to provide interim  financing until long-term  financing can be
arranged  and are  typically  payable  from  proceeds  of the  long-term  bonds.
Construction  loan  notes  are sold to  provide  construction  financing.  After
successful  completion  and  acceptance,  many such projects  receive  permanent
financing through the Federal Housing  Administration under the Federal National
Mortgage Association or the Government National Mortgage Association. Tax-exempt
commercial  paper is a short-term  obligation with a stated maturity of 365 days
or less.  It is issued by  agencies  of state and local  governments  to finance
seasonal  working  capital needs or as short-term  financing in  anticipation of
longer term financing.  Municipal notes also include longer-term issues that are
remarketed to investors periodically, usually at one-year intervals or less.

MUNICIPAL  BONDS.  Municipal bonds meet longer term capital needs of a municipal
issuer and generally have maturities of more than one year when issued.  General
obligation  bonds are used to fund a wide  range of public  projects,  including
construction or improvement of schools,  highways and roads, and water and sewer
systems. General obligation bonds are secured by the issuer's pledge of its full
faith and credit and taxing power for the payment of principal and interest. The
taxes  that can be levied  for the  payment  of debt  service  may be limited or
unlimited  as to rate or  amount.  Revenue  bonds in recent  years  have come to
include an increasingly wide variety of types of municipal obligations.  As with
other kinds of municipal  obligations,  the issuers of revenue bonds may consist
of virtually any form of state or local governmental entity. Generally,  revenue
bonds are secured by the  revenues or net  revenues  derived  from a  particular
facility, class of facilities, or, in some cases, from the proceeds of a special
excise or other  specific  revenue  source,  but not from general tax  revenues.
Revenue bonds are issued to finance a wide variety of capital projects including
electric, gas, water and sewer systems; highways, bridges, and tunnels; port and
airport  facilities;  colleges and  universities;  and hospitals.  Many of these
bonds are additionally  secured by a debt service reserve fund which can be used
to make a limited number of principal and interest  payments  should the pledged
revenues be insufficient.  Various forms of credit  enhancement,  such as a bank
letter of credit or municipal  bond  insurance,  may also be employed in revenue
bond issues.  Revenue  bonds issued by housing  authorities  may be secured in a
number of ways, including partially or fully insured mortgages,  rent subsidized
and/or collateralized  mortgages,  and/or the net revenues from housing or other
public  projects.  Some  authorities  provide further  security in the form of a
state's ability (without obligation) to make up deficiencies in the debt service
reserve fund.  In recent years,  revenue bonds have been issued in large volumes
for projects that are privately owned and operated, as discussed below.

Municipal  bonds are  considered  private  activity  bonds if they are issued to
raise money for privately owned or operated facilities used for such purposes as
production  or  manufacturing,  housing,  health  care and  other  nonprofit  or
charitable purposes. These bonds are also used to finance public facilities such
as airports,  mass transit  systems and ports.  The payment of the principal and
interest  on such bonds is  dependent  solely on the  ability of the  facility's


                                       8
<PAGE>


owner or user to meet its financial  obligations and the pledge, if any, of real
and personal property as security for such payment.

While  at one time  the  pertinent  provisions  of the  Code  permitted  private
activity bonds to bear tax-exempt interest in connection with virtually any type
of commercial  or  industrial  project  (subject to various  restrictions  as to
authorized costs, size limitations,  state per capita volume  restrictions,  and
other  matters),  the types of  qualifying  projects  under the Code have become
increasingly limited,  particularly since the enactment of the Tax Reform Act of
1986.  Under  current  provisions  of the  Code,  tax-exempt  financing  remains
available, under prescribed conditions, for certain privately owned and operated
facilities  of  organizations  described  in  Section  501(c)(3)  of  the  Code,
multi-family  rental  housing  facilities,  airports,  docks and  wharves,  mass
commuting  facilities and solid waste disposal  projects,  among others, and for
the tax-exempt refinancing of various kinds of other private commercial projects
originally  financed  with  tax-exempt  bonds.  In  future  years,  the types of
projects  qualifying  under  the  Code for  tax-exempt  financing  could  become
increasingly limited.

OTHER MUNICIPAL OBLIGATIONS. Other municipal obligations, incurred for a variety
of financing  purposes,  include municipal leases,  which may take the form of a
lease or an installment purchase or conditional sale contract.  Municipal leases
are entered into by state and local  governments  and  authorities  to acquire a
wide variety of equipment and facilities  such as fire and sanitation  vehicles,
telecommunications   equipment  and  other  capital  assets.   Municipal  leases
frequently have special risks not normally associated with general obligation or
revenue bonds.  Leases and  installment  purchase or conditional  sale contracts
(which normally  provide for title to the leased asset to pass eventually to the
government  issuer) have evolved as a means for governmental  issuers to acquire
property and equipment  without being  required to meet the  constitutional  and
statutory  requirements for the issuance of debt. The debt-issuance  limitations
of many state  constitutions and statutes are deemed to be inapplicable  because
of the inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the  governmental  issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis.

ALTERNATIVE MINIMUM TAX. Municipal securities are also categorized according to:
(1)  whether  the  interest  is or is  not  includable  in  the  calculation  of
alternative  minimum taxes imposed on individuals and corporations;  (2) whether
the costs of acquiring or carrying the bonds are or are not  deductible  in part
by banks and other financial  institutions;  and (3) other criteria relevant for
Federal income tax purposes.  Due to the  increasing  complexity of the Code and
related  requirements  governing  the  issuance of  tax-exempt  bonds,  industry
practice  has  uniformly  required as a condition to the issuance of such bonds,
but  particularly  for revenue bonds,  an opinion of nationally  recognized bond
counsel as to the tax-exempt status of interest on the bonds.

PUTS AND  STANDBY  COMMITMENTS  ON  MUNICIPAL  SECURITIES.  The Fund may acquire
"puts" with respect to municipal  securities.  A put gives the Fund the right to
sell the  municipal  security  at a  specified  price at any time on or before a
specified date. The Fund may sell,  transfer or assign a put only in conjunction
with its sale,  transfer or assignment of the underlying security or securities.
The amount payable to the Fund upon its exercise of a "put" is normally: (1) the
Fund's  acquisition  cost of the  municipal  securities  (excluding  any accrued
interest which the Fund paid on their  acquisition),  less any amortized  market
premium or plus any  amortized  market or  original  issue  discount  during the
period  the Fund  owned the  securities;  plus (2) all  interest  accrued on the
securities since the last interest payment date during that period.

Puts may be acquired by the Fund to  facilitate  the  liquidity of its portfolio
assets.  Puts may also be used to facilitate the reinvestment of a Fund's assets
at a rate of return more  favorable than that of the  underlying  security.  The
Fund  expects  that it will  generally  acquire  puts  only  where  the puts are
available without the payment of any direct or indirect consideration.  However,
if necessary or advisable,  the Fund may pay for a put either separately in cash
or by paying a higher price for portfolio  securities which are acquired subject
to the puts (thus  reducing the yield to maturity  otherwise  available  for the
same securities).  The Fund intends to enter into puts only with dealers,  banks
and broker-dealers, which, in Norwest's opinion, present minimal, credit risks.


                                       9
<PAGE>


Puts may, under certain  circumstances,  also be used to shorten the maturity of
underlying variable rate or floating rate securities for purposes of calculating
the  remaining  maturity of those  securities  and the  dollar-weighted  average
portfolio maturity of the Fund's assets.

The Fund may purchase  municipal  securities  together  with the right to resell
them to the  seller or a third  party at an  agreed-upon  price or yield  within
specified  periods  prior to their  maturity  dates.  Such a right to  resell is
commonly  known as a "stand-by  commitment,"  and the aggregate  price which the
Fund pays for securities with a stand-by commitment may be higher than the price
which otherwise would be paid. The primary purpose of this practice is to permit
the Fund to be as fully invested as practicable  in municipal  securities  while
preserving  the  necessary  flexibility  and  liquidity  to  meet  unanticipated
redemptions.  In this regard,  the Fund acquires stand-by  commitments solely to
facilitate  portfolio  liquidity and does not exercise its rights thereunder for
trading  purposes.  Stand-by  commitments  involve  certain  expenses and risks,
including  the  inability  of the  issuer  of the  commitment  to  pay  for  the
securities at the time the  commitment is  exercised,  non-marketability  of the
commitment,  and differences between the maturity of the underlying security and
the  maturity of the  commitment.  The Fund's  policy is to enter into  stand-by
commitment  transactions  only  with  municipal  securities  dealers  which  are
determined to present minimal credit risks.

The  acquisition  of a stand-by  commitment  does not affect  the  valuation  or
maturity of the underlying  municipal  securities which continue to be valued in
accordance with the amortized cost method.  Stand-by commitments acquired by the
Fund are  valued  at zero in  determining  net asset  value.  When the Fund pays
directly or  indirectly  for a stand-by  commitment,  its cost is  reflected  as
unrealized  depreciation  for the period  during which the  commitment  is held.
Stand-by  commitments do not affect the average weighted  maturity of the Fund's
portfolio of securities.

ILLIQUID AND RESTRICTED SECURITIES

The Fund may invest up to 10 percent of its net assets in securities that at the
time of purchase are illiquid.  Historically,  illiquid securities have included
securities  subject to contractual or legal  restrictions on resale because they
have not been  registered  under  the 1933  Act  ("restricted  securities")  and
securities  that cannot be disposed of within seven days in the ordinary  course
of  business  at  approximately  the  amount  at which the Fund has  valued  the
securities and which are otherwise not readily  marketable.  Illiquid securities
include,  among other things,  repurchase agreements not entitling the holder to
repayment  within  seven days.  The Board has the  ultimate  responsibility  for
determining whether specific securities are liquid or illiquid and has delegated
the  function  of making  day-to-day  determinations  of  liquidity  to Norwest,
pursuant to  guidelines  approved  by the Board.  Norwest  takes into  account a
number of factors in reaching liquidity decisions, including but not limited to:
(1) the frequency of trades and quotations  for the security;  (2) the number of
dealers  willing  to  purchase  or sell the  security  and the  number  of other
potential  buyers;  (3) the willingness of dealers to undertake to make a market
in the security;  and (4) the nature of the  marketplace  trades,  including the
time needed to dispose of the security,  the method of soliciting offers and the
mechanics of the transfer. Norwest monitors the liquidity of the securities held
by the Fund and reports periodically on such decisions to the Board.

In connection with the Fund's original purchase of restricted securities, it may
negotiate rights with the issuer to have such securities  registered for sale at
a later time.  Further,  the expenses of registration  of restricted  securities
that are illiquid may also be negotiated by the Fund with the issuer at the time
such  securities  are  purchased  by the Fund.  When  registration  is required,
however,  a  considerable  period  may  elapse  between a  decision  to sell the
securities and the time the Fund would be permitted to sell such  securities.  A
similar  delay  might be  experienced  in  attempting  to sell  such  securities
pursuant to an exemption  from  registration.  Thus, the Fund may not be able to
obtain as  favorable a price as that  prevailing  at the time of the decision to
sell.

Limitations  on  resale  may have an  adverse  effect  on the  marketability  of
portfolio  securities  and the  Fund  might  also  have to  register  restricted
securities in order to dispose of them, resulting in expense and delay. The Fund
might not be able to dispose of  restricted or other  securities  promptly or at
reasonable   prices  and  might   thereby   experience   difficulty   satisfying
redemptions.  There can be no assurance  that a liquid market will exist for any
security at any particular time.


                                       10
<PAGE>


An  institutional  market has  developed  for  certain  securities  that are not
registered  under  the 1933 Act,  including  repurchase  agreements,  commercial
paper, foreign securities and corporate bonds and notes. Institutional investors
depend on an efficient  institutional market in which the unregistered  security
can be readily resold or on the issuer's ability to honor a demand for repayment
of the unregistered  security. A security's contractual or legal restrictions on
resale to the general public or to certain institutions may not be indicative of
the liquidity of the security.  If such  securities are eligible for purchase by
institutional  buyers in  accordance  with  Rule  144A  under the 1933 Act under
guidelines adopted by the Board,  Norwest may determine that such securities are
not illiquid securities.  These guidelines take into account trading activity in
the securities and the availability of reliable pricing information, among other
factors.  If there is a lack of  trading  interest  in a  particular  Rule  144A
security, the Fund's holdings of that security may be illiquid.

LOANS OF PORTFOLIO SECURITIES

The Fund may lend its portfolio securities subject to the restrictions stated in
the Prospectus.  Under applicable regulatory  requirements (which are subject to
change),  the loan  collateral  must,  on each  business day, at least equal the
market value of the loaned  securities and must consist of cash, bank letters of
credit, U.S. Government securities,  or other cash equivalents in which the Fund
is permitted to invest.  To be acceptable as collateral,  letters of credit must
obligate a bank to pay  amounts  demanded  by the Fund if the  demand  meets the
terms of the letter. Such terms and the issuing bank must be satisfactory to the
Fund. In a portfolio securities lending transaction,  the Fund receives from the
borrower an amount equal to the interest paid or the  dividends  declared on the
loaned  securities  during the term of the loan as well as the  interest  on the
collateral securities, less any finders' or administrative fees the Fund pays in
arranging  the  loan.  The  Fund may  share  the  interest  it  receives  on the
collateral  securities  with  the  borrower  as long as it  realizes  at least a
minimum amount of interest required by the lending guidelines established by the
Board. The Fund will not lend its portfolio securities to any officer, director,
employee or affiliate of the Fund or Norwest.

BORROWING AND TRANSACTIONS INVOLVING LEVERAGE

The Fund may borrow money for  temporary or emergency  purposes,  including  the
meeting of  redemption  requests,  in amounts up to 33 1/3 percent of the Fund's
total assets. Borrowing involves special risk considerations.  Interest costs on
borrowings  may  fluctuate  with  changing  market  rates  of  interest  and may
partially offset or exceed the return earned on borrowed funds (or on the assets
that were  retained  rather  than sold to meet the  needs for which  funds  were
borrowed).  Under  adverse  market  conditions,  the  Fund  might  have  to sell
portfolio  securities  to meet  interest  or  principal  payments at a time when
investment  considerations would not favor such sales. The Fund may not purchase
securities for investment  while any borrowing  equaling five percent or more of
the Fund's total assets is outstanding or borrow for purposes other than meeting
redemptions in an amount exceeding five percent of the value of the Fund's total
assets.  The Fund's use of borrowed  proceeds to make investments  would subject
the Fund to the risks of leveraging.  Reverse repurchase agreements, short sales
not against the box, dollar roll transactions and other similar investments that
involve a form of leverage have  characteristics  similar to borrowings  but are
not considered borrowings if the Fund maintains a segregated account.

OTHER TECHNIQUES INVOLVING LEVERAGE

Utilization  of leveraging  involves  special risks and may involve  speculative
investment techniques. The Fund may borrow for other than temporary or emergency
purposes, lend its securities, enter reverse repurchase agreements, and purchase
securities  on a  when  issued  or  forward  commitment  basis.  Each  of  these
transactions  involve the use of "leverage" when cash made available to the Fund
through  the  investment   technique  is  used  to  make  additional   portfolio
investments.  The Fund  uses  these  investment  techniques  only  when  Norwest
believes  that  the  leveraging  and the  returns  available  to the  Fund  from
investing the cash will provide shareholders a potentially higher return.

Leverage  exists when the Fund  achieves the right to a return on a capital base
that exceeds the amount of the Fund's  investment.  Leverage creates the risk of
magnified capital losses, which occur when losses affect an asset base, enlarged
by  borrowings or the creation of  liabilities,  that exceeds the equity base of


                                       11
<PAGE>


the Fund.  Leverage  may involve the creation of a liability  that  requires the
Fund to pay  interest  (for  instance,  reverse  repurchase  agreements)  or the
creation of a liability  that does not entail any interest  costs (for instance,
forward commitment transactions).

The risks of leverage include a higher  volatility of the net asset value of the
Fund's shares and the  relatively  greater  effect on the net asset value of the
shares caused by favorable or adverse market movements or changes in the cost of
cash obtained by leveraging  and the yield  obtained from investing the cash. So
long as the Fund is able to  realize a net  return on its  investment  portfolio
that is higher than interest expense  incurred,  if any, leverage will result in
higher current net investment income being realized by the Fund than if the Fund
were not leveraged.  On the other hand,  interest rates change from time to time
as does their  relationship  to each other depending upon such factors as supply
and demand, monetary and tax policies and investor expectations. Changes in such
factors  could cause the  relationship  between the cost of  leveraging  and the
yield to  change  so that  rates  involved  in the  leveraging  arrangement  may
substantially  increase  relative to the yield on the  obligations  in which the
proceeds of the leveraging  have been invested.  To the extent that the interest
expense  involved  in  leveraging  approaches  the  net  return  on  the  Fund's
investment  portfolio,  the benefit of leveraging  will be reduced,  and, if the
interest  expense on borrowings  were to exceed the net return to  shareholders,
the Fund's use of  leverage  would  result in a lower rate of return than if the
Fund were not leveraged. Similarly, the effect of leverage in a declining market
could be a greater  decrease  in net asset value per share than if the Fund were
not leveraged.  In an extreme case, if the Fund's current investment income were
not sufficient to meet the interest expense of leveraging, it could be necessary
for the Fund to liquidate  certain of its investments at an inappropriate  time.
The use of leverage may be considered speculative.

SEGREGATED ACCOUNT

In order to limit the risks involved in various transactions involving leverage,
the Trust's  custodian will set aside and maintain in a segregated  account cash
and other liquid  securities  in  accordance  with SEC  guidelines.  The account
value,  which is marked to market  daily,  will be at least  equal to the Fund's
commitments under these  transactions.  The Fund's commitments may include:  (1)
the Fund's  obligations  to  repurchase  securities  under a reverse  repurchase
agreement and to settle when-issued and forward commitment transactions; and (2)
the  greater of the market  value of  securities  sold short or the value of the
securities at the time of the short sale (reduced by any margin deposit).

SHORT SALES

The Fund may make short  sales of  securities  against  the box. A short sale is
"against the box" to the extent that while the short  position is open, the Fund
must own an equal amount of the securities sold short, or by virtue of ownership
of  securities  have the right,  without  payment of further  consideration,  to
obtain an equal amount of the securities sold short. Short sales against-the-box
may in  certain  cases are made to  defer,  for  Federal  income  tax  purposes,
recognition  of gain or loss on the sale of  securities  "in the box"  until the
short position is closed out. Under recently  enacted  legislation,  if the Fund
has unrealized gain with respect to a long position and enters into a short sale
against-the-box,  the  Fund  generally  will be  deemed  to have  sold  the long
position for tax purposes and thus will recognize gain. Prohibitions on entering
short sales other than against the box does not  restrict the Fund's  ability to
use short-term credits necessary for the clearance of portfolio transactions.

REVERSE REPURCHASE AGREEMENTS

Reverse  repurchase  agreements  are  transactions  in which  the  Fund  sells a
security and  simultaneously  commits to repurchase that security from the buyer
at an agreed  upon price on an agreed upon future  date.  The resale  price in a
reverse  repurchase  agreement  reflects a market rate of  interest  that is not
related to the coupon rate or maturity of the sold security.  For certain demand
agreements,  there is no agreed upon repurchase  date and interest  payments are
calculated  daily,  often based upon the prevailing  overnight  repurchase rate.
Counterparties  to the  Fund's  reverse  repurchase  agreements  must be primary
dealers that report to the Federal Reserve Bank of New York ("primary  dealers")
or one of the largest 100 commercial banks in the United States.

Generally,  a reverse  repurchase  agreement enables the Fund to recover for the
term of the reverse repurchase agreement all or most of the cash invested in the
portfolio  securities sold and to keep the interest income associated with those
portfolio  securities.  Such  transactions are only advantageous if the interest


                                       12
<PAGE>


cost to the Fund of the reverse repurchase  transaction is less than the cost of
obtaining the cash otherwise. In addition,  interest costs on the money received
in a  reverse  repurchase  agreement  may  exceed  the  return  received  on the
investments  made by the Fund with those monies.  The use of reverse  repurchase
agreement  proceeds to make  investments  may be  considered to be a speculative
technique.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The Fund may purchase or sell  portfolio  securities on a when-issued or delayed
delivery  basis.   When-issued  or  delayed  delivery  transactions  arise  when
securities  are purchased by the Fund with payment and delivery to take place in
the future in order to secure what is considered to be an advantageous price and
yield to the Fund at the time it enters into the  transaction.  In those  cases,
the purchase  price and the interest rate payable on the securities are fixed on
the  transaction  date and  delivery  and payment may take place a month or more
after the date of the transaction.  When the Fund enters into a delayed delivery
transaction,  it becomes obligated to purchase  securities and it has all of the
rights and risks attendant to ownership of the security,  although  delivery and
payment occur at a later date. To facilitate  such  acquisitions,  the Fund will
maintain with its custodian a separate  account with portfolio  securities in an
amount at least equal to such commitments.

At  the  time  the  Fund  makes  the  commitment  to  purchase  securities  on a
when-issued or delayed delivery basis, the Fund will record the transaction as a
purchase  and  thereafter  reflect  the  value  each day of such  securities  in
determining its net asset value. The value of the fixed income  securities to be
delivered in the future will  fluctuate as interest  rates and the credit of the
underlying issuer vary. On delivery dates for such  transactions,  the Fund will
meet  its  obligations  from  maturities,  sales of the  securities  held in the
separate account or from other available sources of cash. The Fund generally has
the ability to close out a purchase obligation on or before the settlement date,
rather than purchase the  security.  If the Fund chooses to dispose of the right
to acquire a when-issued  security prior to its  acquisition,  it could, as with
the disposition of any other portfolio obligation, realize a gain or loss due to
market fluctuation.

To the extent the Fund engages in when-issued or delayed delivery  transactions,
it will do so for the purpose of acquiring securities consistent with the Fund's
investment  objectives  and  policies  and  not for the  purpose  of  investment
leverage or to  speculate  in  interest  rate  changes.  The Fund will only make
commitments to purchase  securities on a when-issued  or delayed  delivery basis
with the intention of actually  acquiring the securities,  but the Fund reserves
the right to  dispose  of the  right to  acquire  these  securities  before  the
settlement date if deemed advisable.

The use of when-issued  transactions and forward commitments enables the Fund to
hedge against  anticipated changes in interest rates and prices. If Norwest were
to forecast  incorrectly the direction of interest rate movements,  however, the
Fund might be required to complete when-issued or forward transactions at prices
inferior  to the  current  market  values.  When-issued  securities  and forward
commitments  may be sold prior to the settlement  date, but the Fund enters into
when-issued  and  forward  commitments  only  with  the  intention  of  actually
receiving or delivering the  securities,  as the case may be. In some instances,
the  third-party  seller of  when-issued  or forward  commitment  securities may
determine  prior  to the  settlement  date  that it will be  unable  to meet its
existing transaction  commitments without borrowing securities.  If advantageous
from a yield  perspective,  the Fund may,  in that  event,  agree to resell  its
purchase commitment to the third-party seller at the current market price on the
date of sale and concurrently  enter into another  purchase  commitment for such
securities  at a later date.  As an  inducement  for the Fund to "roll over" its
purchase  commitment,  the  Fund  may  receive  a  negotiated  fee.  When-issued
securities may include bonds purchased on a "when, as and if issued" basis under
which the issuance of the securities depends upon the occurrence of a subsequent
event.  Any  significant  commitment  of the Fund's  assets to the  purchase  of
securities on a "when,  as and if issued"  basis may increase the  volatility of
the Fund's net asset value. For purposes of the Fund's investment policies,  the
purchase of securities with a settlement  date occurring on a Public  Securities
Association  approved  settlement date is considered a normal delivery and not a
when-issued or forward commitment purchase.


                                       13
<PAGE>


REPURCHASE AGREEMENTS

The Fund may invest in  securities  subject to repurchase  agreements  with U.S.
banks or  broker-dealers.  In a typical  repurchase  agreement,  the seller of a
security commits itself at the time of the sale to repurchase that security from
the buyer at a mutually agreed-upon time and price. The repurchase price exceeds
the sale price, reflecting an agreed-upon interest rate effective for the period
the buyer owns the  security  subject to  repurchase.  The  agreed-upon  rate is
unrelated to the interest rate on that security.  Norwest will monitor the value
of the  underlying  security at the time the  transaction is entered into and at
all times during the term of the  repurchase  agreement to ensure that the value
of the security always equals or exceeds the repurchase price (including accrued
interest). In the event of default by the seller under the repurchase agreement,
the Fund may have  difficulties  in  exercising  its  rights  to the  underlying
securities and may incur costs and experience time delays in connection with the
disposition of such securities. To evaluate potential risks, Norwest reviews the
credit-worthiness  of those  banks and  dealers  with which the Fund enters into
repurchase agreements.

Counterparties  to the Fund's  repurchase  agreements must be primary dealers or
one of the largest 100 commercial banks in the United States.

Securities subject to repurchase agreements will be held by the Fund's custodian
or another  qualified  custodian or in the Federal  Reserve  book-entry  system.
Repurchase  agreements  are  considered  to be loans  by the  Fund  for  certain
purposes under the 1940 Act.

2.       INVESTMENT LIMITATIONS

For purposes of all fundamental and  nonfundamental  investment  policies of the
Fund: the term 1940 Act includes the rules thereunder,  SEC  interpretations and
any exemptive order upon which the Fund may rely; and (2) the term Code includes
the rules  thereunder,  IRS  interpretations  and any private  letter  ruling or
similar authority upon which the Fund may rely.

The Fund has adopted the  investment  policies  listed in this section which are
nonfundamental  policies  unless  otherwise  noted.  Except  for its  investment
objective,  which  is  fundamental,  the Fund has not  adopted  any  fundamental
policies  except as required  by the 1940 Act.  The  investment  policies of the
Portfolio are substantially the same as those of the Fund.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or  utilization  of assets is adhered to at the time an investment is
made, a later change in percentage  resulting from a change in the market values
of the  Fund's  assets  or  purchases  and  redemptions  of  shares  will not be
considered a violation of the limitation.

A  fundamental  policy  cannot be changed  without the  affirmative  vote of the
lesser of: (1) more than 50% of the  outstanding  shares of the Fund; or (2) 67%
of the shares of the Fund present or represented  at a  shareholders  meeting at
which the  holders  of more than 50% of the  outstanding  shares of the Fund are
present or represented.

Fundamental Limitations

The Fund has adopted the following investment  limitations which are fundamental
policies:

(1)      DIVERSIFICATION

                  The Fund may not, with respect to 75% of its assets,  purchase
                  a  security  (other  than  a  U.S.  Government  Security  or a
                  security of an investment  company) if, as a result:  (1) more
                  than 5% of the Fund's  total  assets  would be invested in the
                  securities of a single issuer;  or (2) the Fund would own more
                  than 10% of the  outstanding  voting  securities of any single
                  issuer


                                       14
<PAGE>


(2)      CONCENTRATION

                  The Fund may not  purchase  a security  if, as a result,  more
                  than 25% of the  Fund's  total  assets  would be  invested  in
                  securities  of issuers  conducting  their  principal  business
                  activities  in the same  industry;  provided:  (1) there is no
                  limit  on  investments  in  U.S.  Government  Securities,   in
                  repurchase  agreements covering U.S. Government  Securities or
                  in foreign government securities; (2) municipal securities are
                  not treated as  involving a single  industry;  (3) there is no
                  limit on investment in issuers  domiciled in a single country;
                  (4) financial  service  companies are classified  according to
                  the end  users  of their  services  (for  example,  automobile
                  finance,  bank  finance  and  diversified  finance);  and  (5)
                  utility  companies are classified  according to their services
                  (for  example,  gas,  gas  transmission,   electric  and  gas,
                  electric  and  telephone);  and  provided the Fund will invest
                  more  than 25% of the  value of the  Fund's  total  assets  in
                  obligations of domestic and foreign financial institutions and
                  their  holding  companies.  Notwithstanding  anything  to  the
                  contrary,  to the extent  permitted  by the 1940 Act, the Fund
                  may invest in one or more investment companies; provided that,
                  except to the  extent  the Fund  invests  in other  investment
                  companies pursuant to Section 12(d)(1)(A) of the 1940 Act, the
                  Fund treats the assets of the investment companies in which it
                  invests as its own for purposes of this policy.

(3)      BORROWING

                  The Fund may  borrow  money  from  banks or by  entering  into
                  reverse  repurchase  agreements,   but  the  Fund  will  limit
                  borrowings to amounts not in excess of 33 1/3% of the value of
                  the  Fund's  total  assets  (computed  immediately  after  the
                  borrowing).

(4)      ISSUANCE OF SENIOR SECURITIES

                  The  Fund   may not  issue  senior  securities  except  to the
                  extent permitted by the 1940 Act.

(5)      UNDERWRITING ACTIVITIES

                  The  Fund may not  underwrite  securities  of  other  issuers,
                  except to the  extent  that the Fund may be  considered  to be
                  acting as an underwriter in connection with the disposition of
                  portfolio securities.

(6)      MAKING LOANS

                  The Fund may not make  loans,  except  the Fund may enter into
                  repurchase  agreements,  purchase  debt  securities  that  are
                  otherwise permitted investments and lend portfolio securities.

(7)      PURCHASES AND SALES OF REAL ESTATE

                  The   Fund   may not  purchase  or  sell  real  estate  or any
                  interest   therein   or   real  estate   limited   partnership
                  interests,   except   that   the   Fund  may  invest  in  debt
                  obligations  secured by real estate  or  interests  therein or
                  securities issued by companies that  invest  in real estate or
                  interests therein.

NONFUNDAMENTAL LIMITATIONS

The  Fund  has  adopted  the  following  investment  limitations  which  are not
fundamental policies. The policies of the Fund may be changed by the Board.

(1)      BORROWING

                  The Fund's  borrowings  for other than  temporary or emergency
                  purposes  or  meeting  redemption  requests  may not exceed an
                  amount equal to 5% of the value of the Fund's net assets.


                                       15
<PAGE>


(2)      ILLIQUID SECURITIES

                  The Fund may not acquire  securities  or invest in  repurchase
                  agreements  with  respect to any  securities  if, as a result,
                  more than 10% of the  Fund's  net  assets  (taken  at  current
                  value)  would  be  invested  in  repurchase   agreements   not
                  entitling the holder to payment of principal within seven days
                  and in securities which are not readily marketable,  including
                  securities  that  are not  readily  marketable  by  virtue  of
                  restrictions  on the  sale of such  securities  to the  public
                  without   registration   under  the  1933  Act,   as   amended
                  ("Restricted Securities").

(3)      OTHER INVESTMENT COMPANIES

                  The Fund may not invest in  securities  of another  investment
                  company, except to the extent permitted by the 1940 Act.

(4)      MARGIN AND SHORT SALES

                  The Fund may not purchase  securities on margin, or make short
                  sales of  securities  (except  short  sales  against the box),
                  except  for the use of  short-term  credit  necessary  for the
                  clearance of purchases and sales of portfolio securities.  The
                  Fund may make margin  deposits in  connection  with  permitted
                  transactions  in  options,  futures  contracts  and options on
                  futures contracts. The Fund may not enter into short sales if,
                  as a result,  more that 25% of the value of the  Fund's  total
                  assets  would  be  so  invested,  or  such  a  position  would
                  represent more than 2% of the outstanding voting securities of
                  any single issuer or class of an issuer.

(5)      PLEDGING

                  The Fund may not pledge, mortgage, hypothecate or encumber any
                  of its  assets  except to secure  permitted  borrowings  or to
                  secure other permitted transactions.

(6)      SECURITIES WITH VOTING RIGHTS

                  The Fund may not  purchase  securities  having  voting  rights
                  except securities of other investment companies; provided that
                  the Fund may  hold  securities  with  voting  rights  obtained
                  through a conversion  or other  corporate  transaction  of the
                  issuer  of  the  securities,  whether  or  not  the  Fund  was
                  permitted   to  exercise   any  rights  with  respect  to  the
                  conversion or other transaction.

(7)      LENDING OF PORTFOLIO SECURITIES

                  The Fund may not lend portfolio  securities if the total value
                  of all loaned  securities  would  exceed 33 1/3% of the Fund's
                  total assets, as determined by SEC guidelines.

(8)      REAL ESTATE LIMITED PARTNERSHIPS

                  The Fund may not invest in real estate limited partnerships.

(9)      OPTIONS AND FUTURES CONTRACTS

                  The Fund may not  invest  in  options,  futures  contracts  or
                  options on futures contracts.

(10)     PURCHASES AND SALES OF COMMODITIES

                  The Fund may not  purchase  or sell  physical  commodities  or
                  contracts, options or options on contracts to purchase or sell
                  physical    commodities;    provided   that   currencies   and
                  currency-related  contracts  and contracts on indices will not
                  be deemed to be physical commodities.


                                       16
<PAGE>


3.       PERFORMANCE AND ADVERTISING DATA

Quotations of performance may from time to time be used in advertisements, sales
literature,  shareholder  reports or other  communications  to  shareholders  or
prospective  investors.  All  performance  information  supplied  by the Fund is
historical and is not intended to indicate future returns.  The Fund's yield and
total  return  fluctuate  in response to market  conditions  and other  factors.
Investment return and principal value will fluctuate, and shares, when redeemed,
may be worth more or less than their  original  cost.  There can be no assurance
that the Fund will be able to maintain a stable net asset value of $1.00.

In  performance  advertising,  the  Fund  may  compare  any of  its  performance
information  with data published by independent  evaluators such as Morningstar,
Inc., Lipper, Inc., or other companies which track the investment performance of
investment companies ("Fund Tracking Companies").  The Fund may also compare any
of its performance  information with the performance of recognized  stock,  bond
and other  indices,  including  but not  limited to the  Municipal  Bond  Buyers
Indices,  the Salomon  Brothers  Bond  Index,  Shearson  Lehman Bond Index,  the
Standard & Poor's 500 Composite  Stock Price Index,  Russell 2000 Index,  Morgan
Stanley - Europe,  Australian and Far East Index,  Lehman Brothers  Intermediate
Government Index, Lehman Brothers Intermediate  Government/Corporate  Index, the
Dow Jones Industrial Average, U.S. Treasury bonds, bills or notes and changes in
the Consumer  Price Index as published by the U.S.  Department of Commerce.  The
Fund may refer to general  market  performances  over past time  periods such as
those published by Ibbotson Associates (for instance, its "Stocks,  Bonds, Bills
and Inflation Yearbook"). In addition, the Fund may also refer in such materials
to mutual fund  performance  rankings and other data  published by Fund Tracking
Companies. Performance advertising may also refer to discussions of the Fund and
comparative  mutual fund data and ratings  reported in independent  periodicals,
such as newspapers and financial magazines.

SEC YIELD CALCULATIONS

Although  published  yield  information  is useful to investors in reviewing the
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from  day to day and  that the  Fund's  yield  for any  given  period  is not an
indication or  representation by the Fund of future yields or rates of return on
the Fund's shares. Norwest, Processing Organizations and others may charge their
customers,  various  retirement plans or other  shareholders  that invest in the
Fund fees in  connection  with an  investment  in the Fund,  which will have the
effect of reducing the Fund's net yield to those shareholders. The yields of the
Fund are not fixed or  guaranteed,  and an investment in the Fund is not insured
or guaranteed.  Accordingly,  yield  information  may not necessarily be used to
compare  shares of the Fund with  investment  alternatives,  which,  like  money
market instruments or bank accounts, may provide a fixed rate of interest. Also,
it may not be  appropriate to compare the Fund's yield  information  directly to
similar  information  regarding  investment  alternatives,  which are insured or
guaranteed.

Yield  quotations  for the Fund will  include an  annualized  historical  yield,
carried at least to the nearest  hundredth of one  percent,  based on a specific
seven-calendar-day  period and are  calculated by dividing the net change during
the seven-day period in the value of an account having a balance of one share at
the  beginning of the period by the value of the account at the beginning of the
period, and multiplying the quotient by 365/7. For this purpose,  the net change
in  account  value  reflects  the  value of  additional  shares  purchased  with
dividends  declared on the  original  share and  dividends  declared on both the
original  share  and any such  additional  shares,  but would  not  reflect  any
realized  gains  or  losses  from  the  sale  of  securities  or any  unrealized
appreciation or depreciation on portfolio securities. In addition, any effective
annualized  yield  quotation used by the Fund is calculated by  compounding  the
current yield quotation for such period by adding 1 to the product,  raising the
sum to a power equal to 365/7, and subtracting 1 from the result.

Income calculated for the purpose of determining the Fund's  standardized  yield
differs from income as determined for other accounting purposes.  Because of the
different  accounting  methods used, and because of the  compounding  assumed in
yield  calculations,  the yield  quoted for the Fund may differ from the rate of
distribution  the Fund paid over the same period or the rate of income  reported
in the Fund's financial statements.


                                       17
<PAGE>


TOTAL RETURN CALCULATIONS

Standardized  total returns quoted in advertising and sales  literature  reflect
all aspects of the Fund's return,  including the effect of reinvesting dividends
and capital gain  distributions,  if any, and any change in the Fund's net asset
value per share over the period.  Average  annual total returns are  calculated,
through the use of a formula prescribed by the SEC, by determining the growth or
decline  in value of a  hypothetical  historical  investment  in the Fund over a
stated period, and then calculating the annually compounded percentage rate that
would have  produced  the same  result if the rate of growth or decline in value
had been constant over the period. For example, a cumulative return of 100% over
ten years would produce an average  annual return of 7.18%,  which is the steady
annual rate that would equal 100% growth on a compounded basis in ten years. The
average  annual total return is computed  separately for each class of shares of
the Fund.  While  average  annual  returns are a  convenient  means of comparing
investment  alternatives,  investors  should realize that the performance is not
constant  over time but  changes  from  year to year,  and that  average  annual
returns  represent  averaged  figures  as  opposed  to the  actual  year-to-year
performance of the Fund.

Average  annual  total  return is  calculated  by  finding  the  average  annual
compounded  rates of  return of a  hypothetical  investment,  over such  periods
according to the following formula:

         P(1+T)n = ERV

         Where:
                  P       = a  hypothetical  initial  payment  of  $1,00
                  T       =  average annual total return
                  n       = number of years
                  ERV     = ending  redeemable  value:  ERV is the value, at the
                          end of the applicable period, of a hypothetical $1,000
                          payment made at the beginning of the applicable period

Standardized  total return quotes may be accompanied by  non-standardized  total
return figures calculated by alternative methods.

In  addition  to  average  annual  returns,  the Fund may  quote  unaveraged  or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Total returns may be broken down into their components of
income and capital, if any (including capital gains, if applicable,  and changes
in share price) in order to  illustrate  the  relationship  of these factors and
their  contributions  to  total  return.   Total  returns,   yields,  and  other
performance  information  may be quoted  numerically  or in a table,  graph,  or
similar  illustration.  Period  total  return  is  calculated  according  to the
following formula:

         PT = (ERV/P-1)

         Where:
                  PT = period total return
                  The other definitions are the same as in average annual total
                   return above


OTHER ADVERTISEMENT MATTERS

The Fund may also include various  information in its advertisements  including,
but not  limited to: (1)  portfolio  holdings  and  portfolio  allocation  as of
certain  dates,  such  as  portfolio  diversification  by  instrument  type,  by
instrument,   by  location  of  issuer  or  by  maturity;   (2)   statements  or
illustrations  relating to the  appropriateness  of types of  securities  and/or
mutual  funds that may be employed by an  investor  to meet  specific  financial
goals,  such  as  funding  retirement,   paying  for  children's  education  and
financially  supporting  aging parents;  (3) information  (including  charts and
illustrations)  showing the effects of compounding interest  (compounding is the
process of earning  interest on principal plus interest that was earned earlier;
interest can be compounded at different intervals,  such as annually,  quarterly
or daily); (4) information  relating to inflation and its effects on the dollar;


                                       18
<PAGE>


for example,  after ten years the  purchasing  power of $25,000  would shrink to
$16,621,  $14,968,  $13,465 and  $12,100,  respectively,  if the annual rates of
inflation were 4%, 5%, 6% and 7%,  respectively;  (5) information  regarding the
effects of automatic investment and systematic  withdrawal plans,  including the
principal of dollar cost averaging; (6) biographical  descriptions of the Fund's
portfolio managers and the portfolio management staff of Norwest or summaries of
the views of the portfolio managers with respect to the financial  markets;  (7)
the  results of a  hypothetical  investment  in the Fund over a given  number of
years,  including  the  amount  that the  investment  would be at the end of the
period; (8) the effects of earning Federal and, if applicable,  state tax-exempt
income  from  the  Fund  or  investing  in a  tax-deferred  account,  such as an
individual  retirement  account or Section  401(k) pension plan; and (9) the net
asset value,  net assets or number of shareholders of the Fund as of one or more
dates.

As an example of compounding,  $1,000 compounded  annually at 9.00% will grow to
$1,090 at the end of the first year (an  increase  in $90) and $1,118 at the end
of the second year (an increase in $98). The extra $8 that was earned on the $90
interest  from the first year is the compound  interest.  One  thousand  dollars
compounded  annually  at 9.00%  will  grow to $2,367 at the end of ten years and
$5,604 at the end of 20 years. Other examples of compounding are as follows:  at
7% and 12% annually, $1,000 will grow to $1,967 and $3,106, respectively, at the
end of ten years  and  $3,870  and  $9,646,  respectively,  at the end of twenty
years. These examples are for illustrative  purposes only and are not indicative
of the Fund's performance.

In  connection  with its  advertisements  the Fund  may  provide  "shareholders'
letters" which serve to provide  shareholders or investors an introduction  into
the Fund's,  the Trust's or any of the Trust's  service  provider's  policies or
business practices. For instance,  advertisements may provide for a message from
Norwest or its parent  corporation  that Norwest has for more than 60 years been
committed to quality products and outstanding service to assist its customers in
meeting  their  financial  goals and  setting  forth the  reasons  that  Norwest
believes that it has been successful as a national financial service firm.

4.       MANAGEMENT

TRUSTEES AND OFFICERS

TRUSTEES AND OFFICERS OF THE TRUST

The  Trustees  and  officers  of the Trust age and their  principal  occupations
during  the  past  five  years  are set  forth  below.  Each  Trustee  who is an
"interested person" (as defined by the 1940 Act) of the Trust is indicated by an
asterisk.  The officers set forth below,  as well as certain other  officers and
Trustees of the Trust,  may be directors,  officers or employees of (and persons
providing  services to the Trust may include)  Forum,  its affiliates or certain
non-banking affiliates of Norwest.

John Y. Keffer, Chairman and President,* Age 56.

          President  and Owner,  Forum  Financial  Services,  Inc. (a registered
          broker-dealer),   Forum  Administrative  Services,  Limited  Liability
          Company  (a mutual  fund  administrator),  Forum  Financial  Corp.  (a
          registered  transfer  agent),  and other  companies  within  the Forum
          Financial Group of companies. Mr. Keffer is a Director, Trustee and/or
          officer of various  registered  investment  companies  for which Forum
          Financial  Services,   Inc.  or  its  affiliates  serves  as  manager,
          administrator  or  distributor.  His address is Two  Portland  Square,
          Portland, Maine 04101.

Robert C. Brown, Trustee,* Age 66.

          Former Director Federal Farm Credit Banks Funding Corporation and Farm
          Credit System Financial Assistance Corporation  (1993-March 1999). His
          address is 5038 Kestral Parkway South, Sarasota, Florida 34231.


                                       19
<PAGE>


Donald H. Burkhardt, Trustee, Age 71.

          Principal of The Burkhardt  Law Firm.  His address is 777 South Steele
          Street, Denver, Colorado 80209.

James C. Harris, Trustee, Age 77.

          President  and  sole  Director  of  James C.  Harris  & Co.,  Inc.  (a
          financial  consulting firm). Mr. Harris is also a liquidating  trustee
          and former  Director of First Midwest  Corporation  (a small  business
          investment  company).   His  address  is  6950  France  Avenue  South,
          Minneapolis, Minnesota 55435.

Richard M. Leach, Trustee, Age 64.

          President of Richard M. Leach Associates (a financial consulting firm)
          since 1992.  Prior  thereto,  Mr.  Leach was Senior  Adviser of Taylor
          Investments  (a  registered   investment   adviser),   a  Director  of
          Mountainview  Broadcasting (a radio station) and Managing  Director of
          Digital   Techniques,   Inc.   (an   interactive   video   design  and
          manufacturing  company). His address is P.O. Box 1888, New London, New
          Hampshire 03257.

John S. McCune,* Trustee, Age 47.

          President,   Norwest  Investment   Services,   Inc.  (a  broker-dealer
          subsidiary  of Norwest  bank) His  address  is 608 2nd  Avenue  South,
          Minneapolis, Minnesota 55479.

Timothy J. Penny, Trustee, Age 46.

          Senior  Counselor to the public  relations firm of Himle-Horner  since
          January 1995 and Senior Fellow at the Humphrey Institute, Minneapolis,
          Minnesota (a public policy  organization)  since  January 1995.  Prior
          thereto Mr. Penny was the Representative to the United States Congress
          from  Minnesota's  First  Congressional  District.  His address is 500
          North State Street, Waseca, Minnesota 56095.

Donald C. Willeke, Trustee, Age 57.

          Principal  of the law firm of  Willeke & Daniels.  His  address is 201
          Ridgewood Avenue, Minneapolis, Minnesota 55403.

Sara M. Morris, Vice President and Treasurer, Age 34.

          Managing Director,  Forum Financial Services, Inc., with which she has
          been  associated  since  1994.  Prior  thereto,  from 1991 to 1994 Ms.
          Morris was Controller of Wright Express Corporation (a national credit
          card company) and for six years prior thereto was employed at Deloitte
          & Touche  LLP as an  accountant.  Ms.  Morris  is also an  officer  of
          various registered investment companies for which Forum Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  Her address is Two Portland Square,
          Portland, Maine 04101.

David I. Goldstein, Vice President and Secretary, Age 37.

          Managing Director and General Counsel, Forum Financial Services, Inc.,
          with which he has been associated since 1991. Mr. Goldstein is also an
          officer of various  registered  investment  companies  for which Forum
          Administrative  Services, LLC or Forum Financial Services, Inc. serves
          as  manager,  administrator  and/or  distributor.  His  address is Two
          Portland Square, Portland, Maine 04101.

Thomas G. Sheehan, Vice President and Assistant Secretary, Age 44.

          Managing Director and Counsel,  Forum Financial  Services,  Inc., with
          which he has been associated  since 1993.  Prior thereto,  Mr. Sheehan
          was Special  Counsel to the Division of  Investment  Management of the
          SEC. Mr. Sheehan is also an officer of various  registered  investment
          companies  for  which  Forum  Administrative  Services,  LLC or  Forum
          Financial  Services,  Inc.  serves as  manager,  administrator  and/or
          distributor.  His  address is Two  Portland  Square,  Portland,  Maine
          04101.


                                       20
<PAGE>


Pamela J. Wheaton, Assistant Treasurer, Age 39.

          Manager - Tax and Compliance Group,  Forum Financial  Services,  Inc.,
          with which she has been associated  since 1989. Ms. Wheaton is also an
          officer of various  registered  investment  companies  for which Forum
          Administrative  Services, LLC or Forum Financial Services, Inc. serves
          as  manager,  administrator  and/or  distributor.  Her  address is Two
          Portland Square, Portland, Maine 04101.

Don L. Evans, Assistant Secretary, Age __.

          Counsel,  Forum  Financial  Services,  Inc.,  with  which  he has been
          associated  since 1995.  Prior thereto,  Mr. Evans was associated with
          the law firm of Bisk & Lutz and prior thereto was associated  with the
          law firm of Weiner & Strother. Mr. Evans is also an officer of various
          registered   investment   companies  for  which  Forum  Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  His address is Two Portland Square,
          Portland, Maine 04101.

COMPENSATION OF TRUSTEES AND OFFICERS OF THE TRUST

Each  Trustee of the Trust is paid a retainer fee in the total amount of $6,000,
payable quarterly,  for the Trustee's service to the Trust and to Norwest Select
Funds, a separate registered  open-end  management  investment company for which
each Trustee  serves as trustee.  In  addition,  each Trustee is paid $3,000 for
each  regular  Board  meeting  attended  (whether  in  person  or by  electronic
communication),  is paid an additional $2,000 for the Board meeting held in July
(at which the Trust's contracts with service providers are reviewed) and is paid
$1,000 for each Committee meeting attended on a date when a Board meeting is not
held.  Trustees are also reimbursed for travel and related expenses  incurred in
attending  meetings of the Board.  Mr. Keffer received no  compensation  for his
services as Trustee for the past year or compensation or  reimbursement  for his
associated expenses.  In addition, no officer of the Trust is compensated by the
Trust.

Mr.  Burkhardt,  Chairman  of  the  Trust's  and  Norwest  Select  Funds'  audit
committees,  receives  additional  compensation  of  $8,000  from the  Trust and
Norwest  Select Funds  allocated  pro rata between the Trust and Norwest  Select
Funds based upon relative net assets, for his services as Chairman. Each Trustee
was elected by shareholders on April 30, 1997.

The following table provides the aggregate  compensation paid to the Trustees of
the Trust by the Trust and Norwest Select Funds, combined.  Norwest Select Funds
has a December 31 fiscal year end. Information is presented for the twelve month
period ended May 31,  1999,  which was the fiscal year end of all of the Trust's
portfolios.

<TABLE>
               <S>                                           <C>                          <C>

                                                                             Total Compensation From
                                                     Total Compensation       the Trust and Norwest
                                                       from the Trust             Select Funds

         Mr. Brown                                        $37,770                    $38,000
         Mr. Burkhardt                                    $45,722                    $46,000
         Mr. Harris                                       $31,802                    $32,000
         Mr. Leach                                        $37,770                    $38,000
         Mr. Penny                                        $37,770                    $38,000
         Mr. Willeke                                      $37,770                    $38,000

</TABLE>

Neither the Trust nor Norwest  Select  Funds has adopted any form of  retirement
plan  covering  Trustees or officers.  For the twelve month period ended May 31,
1999 total expenses of the Trustees  (other than Messrs.  Keffer and McCune) was
$38,958 and total expenses of the trustees of Norwest Select Funds was $444 .


                                       21
<PAGE>


As of October 1, 1999,  the Trustees and officers of the Trust in the  aggregate
owned less than 1% of the outstanding shares of the Fund.

TRUSTEES AND OFFICERS OF CORE TRUST

The  Trustees  and  officers of Core Trust age and their  principal  occupations
during the past five years set forth below.  Each Trustee who is an  "interested
person" (as defined by the 1940 Act) of Core Trust is  indicated by an asterisk.
Messrs. Keffer,  Goldstein,  Sheehan,  Evans, Hong and Messes. Klenk, Stutch and
Hoefler,  officers of Core Trust,  all currently serve as officers of the Trust.
Accordingly,  for  background  information  pertaining  to these  officers,  see
"Management -- Trustees and Officers -- Trustees and Officers of the Trust."

John Y. Keffer,* Chairman and President.

Costas Azariadis, Trustee, Age __.

          Professor of Economics,  University of California,  Los Angeles, since
          July 1992. Prior thereto,  Dr. Azariadis was Professor of Economics at
          the  University  of   Pennsylvania.   His  address  is  Department  of
          Economics,  University of California, Los Angeles, 405 Hilgard Avenue,
          Los Angeles, California 90024.

James C. Cheng, Trustee, Age __.

          Managing  Director,  Forum  Financial  Services,  Inc. since September
          1991.  President  of  Technology  Marketing  Associates  (a  marketing
          consulting company) since September 1991. Prior thereto, Mr. Cheng was
          President   and  Chief   Executive   Officer  of   Network   Dynamics,
          Incorporated  (a  software  development  company).  His address is Two
          Portland Square, Portland, Maine 04101.

J. Michael Parish, Trustee, Age __.

          Partner  at the law  firm of Reid &  Priest.  Prior  thereto  he was a
          partner at the law firm of  Winthrop  Stimson  Putnam & Roberts  since
          1989. His address is 40 Wall Street, New York, New York 10005.

 Stacey Hong, Treasurer (Age 32)

          Director,  Fund Accounting,  Forum Financial Group, LLC, with which he
          has been associated  since April 1992.  Prior thereto,  Mr. Hong was a
          Senior  Accountant at Ernst & Young,  LLP. His address is Two Portland
          Square, Portland, Maine 04101.

Thomas G. Sheehan, Vice President (Age 44).

          Managing Director,  Forum Financial Group, LLC, with which he has been
          associated since October 1993. Prior thereto,  Mr. Sheehan was Special
          Counsel to the  Division  of  Investment  Management  of the SEC.  Mr.
          Sheehan  also  serves as an  officer  of other  registered  investment
          companies  for which the various  Forum  Financial  Group of Companies
          provides services. His address is Two Portland Square, Portland, Maine
          04101.

David I. Goldstein, Secretary (Age 37).

          General  Counsel,  Forum Financial Group , LLC, with which he has been
          associated  since 1991.  Prior thereto,  Mr.  Goldstein was associated
          with the law firm of  Kirkpatrick  & Lockhart,  LLP. Mr.  Goldstein is
          also an officer of various registered  investment  companies for which
          Forum Financial Services, Inc. serves as manager, administrator and/or
          distributor.  His  address is Two  Portland  Square,  Portland,  Maine
          04101.


                                       22
<PAGE>


Leslie K. Klenk,  Secretary (Age 34)

          Counsel, Forum Financial Group, LLC with which she has been associated
          since April 1998.  Prior  thereto,  Ms. Klenk was Vice  President  and
          Associate  General  Counsel of Smith Barney Inc. Ms. Klenk also serves
          as an officer of other registered  investment  companies for which the
          various Forum  Financial  Group of Companies  provides  services.  Her
          address is Two Portland Square, Portland, Maine 04101.

Don L. Evans, Assistant Secretary (Age  50).

          Counsel,  Forum  Financial  Services,  Inc.,  with  which  he has been
          associated  since 1995.  Prior thereto,  Mr. Evans was associated with
          the law firm of Bisk & Lutz and prior thereto was associated  with the
          law firm of Weiner & Strother. Mr. Evans is also an officer of various
          registered   investment   companies  for  which  Forum  Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  His address is Two Portland Square,
          Portland, Maine.

Pamela Stutch, Assistant Secretary (Age 31)

          Senior Fund Specialist,  Forum Financial Group, LLC with which she has
          been  associated  since May 1998.  Prior thereto,  Ms. Stutch attended
          Temple  University School of Law and graduated in 1997. Ms. Stutch was
          also a legal intern for the Maine Department of the Attorney  General.
          Ms.  Stutch also serves as an officer of other  registered  investment
          companies  for which the various  Forum  Financial  Group of Companies
          provides services. Her address is Two Portland Square, Portland, Maine
          04101.

Heidi Hoefler, Assistant Secretary (Age __)

         Senior Fund  Specialist,  Forum Financial Group, LLC with which she has
         been   associated   since  ___  199_.   Prior   thereto,   Ms.  Hoefler
         ___________________________.

INVESTMENT ADVISORY SERVICES

GENERAL

The  advisory  fee for the Fund is based on the average  daily net assets of the
Fund at the annual  rate  disclosed  in the Fund's  prospectus.  The  investment
advisory  fee is  accrued  daily  and paid  monthly.  The  Adviser,  in its sole
discretion,  may waive or continue to waive all or any portion of the investment
advisory fee.

In addition to receiving its advisory fee,  Norwest and its  affiliates  may act
and be  compensated  as  investment  manager for their  clients  with respect to
assets  which  are  invested  in the  Fund.  In some  instances  Norwest  or its
affiliates may elect to credit against any investment  management,  custodial or
other fee received from, or rebate to, a client who is also a shareholder in the
Fund an amount equal to all or a portion of the fees  received by Norwest or any
of its affiliates  from the Fund with respect to the client's assets invested in
the Fund.

NORWEST INVESTMENT MANAGEMENT, INC.

Norwest  furnishes  at  its  expense  all  services,  facilities  and  personnel
necessary in  connection  with  managing the Fund's  investments  and  effecting
portfolio  transactions  for the Fund.  With respect to the Fund, the Investment
Advisory Agreement between the Trust and Norwest will continue in effect only if
such  continuance is specifically  approved at least annually by the Board or by
vote of the shareholders,  and in either case, by a majority of the Trustees who
are not interested persons of any party to the Investment Advisory Agreement, at
a meeting called for the purpose of voting on the Investment Advisory Agreement.
The  Investment  Advisory  Agreement  provides  that  Norwest may  delegate  its
responsibilities  to any  investment  subadviser  approved  by the Board and, as
applicable,  shareholders,  with  respect to all or any portion of the assets of
the Fund. The Investment  Advisory  Agreement also provides that no fee shall be
payable with respect to the Fund during any period in which the Fund invests all
(or  substantially  all) of its  investment  assets in a  registered,  open-end,
management investment company, or separate series thereof.


                                       23
<PAGE>


The Investment  Advisory Agreement is terminable without penalty with respect to
the Fund on 60 days' written notice: (1) by the Board or by a vote of a majority
of the outstanding  voting securities of the Fund to the Adviser;  or (2) by the
Adviser to the Trust.  The Investment  Advisory  Agreement  shall terminate upon
assignment.  The Investment  Advisory Agreement also provides that, with respect
to the Fund,  neither  Norwest nor its personnel shall be liable for any mistake
of judgment or in any event whatsoever,  except for lack of good faith, provided
that nothing in the Investment Advisory Agreement shall be deemed to protect, or
purport  to  protect,  the  Adviser  against  liability  by  reason  of  willful
misfeasance,  bad faith or gross  negligence  in the  performance  of  Norwest's
duties or by reason of reckless  disregard of its  obligations  and duties under
the Investment  Advisory  Agreement.  The Investment Advisory Agreement provides
that Norwest may render services to others.

The investment  advisory  agreement  between Norwest and Core Trust on behalf of
the  Portfolio  is,  except for certain  immaterial  matters,  identical  to the
Investment Advisory Agreement between Norwest and the Trust.

[Norwest Investment Management, Inc. is a part of __________________ which as of
June 30,  1999,  was a $______  billion  financial  services  company  providing
banking,  insurance,  investments,  mortgage and consumer  finance through 3,844
stores in all 50 states, Canada, the Caribbean, Central America and elsewhere.

The following table shows the dollar amount of fees payable under the Investment
Advisory  Agreement  between Norwest and the Trust with respect to the Fund, the
amount of fee that was waived by Norwest, if any, and the actual fee received by
Norwest. The data is for the past three fiscal years.

<TABLE>
<S>                                                    <C>                 <C>               <C>

                                                     ADVISORY FEE     ADVISORY FEE      ADVISORY FEE
                                                        PAYABLE          WAIVED           RETAINED

READY CASH INVESTMENT FUND

     Year Ended May 31, 1999                                 0                 0                0
     Year Ended May 31, 1998                          ________           _______         ________
     Year Ended May 31, 1997                         6,267,045            50,148        6,216,897
</TABLE>



MANAGEMENT AND ADMINISTRATIVE SERVICES

MANAGER AND ADMINISTRATOR

Forum  manages all aspects of the Trust's  operations  with  respect to the Fund
except those which are the  responsibility  of FAdS or Norwest.  With respect to
the Fund,  Forum has entered into a Management  Agreement  that will continue in
effect only if such  continuance is  specifically  approved at least annually by
the Board or by the  shareholders  and,  in either  case,  by a majority  of the
Trustees  who  are  not  interested  persons  of any  party  to  the  Management
Agreement.

On behalf of the Trust and with respect to the Fund,  Forum:  oversees:  (a) the
preparation  and  maintenance  by the  Adviser  and the  Trust's  administrator,
custodian,  transfer agent, dividend disbursing agent and fund accountant (or if
appropriate,  prepares and maintains) in such form, for such periods and in such
locations as may be required by  applicable  law, of all  documents  and records
relating to the operation of the Trust  required to be prepared or maintained by
the Trust or its agents  pursuant to applicable law; (b) the  reconciliation  of
account  information  and balances among the Adviser and the Trust's  custodian,
transfer  agent,  dividend  disbursing  agent  and  fund  accountant;   (c)  the
transmission of purchase and redemption orders for Shares;  (d) the notification
of the Adviser of available  funds for  investment;  and (e) the  performance of
fund accounting, including the calculation of the net asset value per Share; (2)
oversees  the Trust's  receipt of the  services of persons  competent to perform
such  supervisory,  administrative  and clerical  functions as are  necessary to
provide  effective  operation  of the Trust;  (3) oversees  the  performance  of


                                       24
<PAGE>


administrative  and  professional  services  rendered  to the  Trust by  others,
including its  administrator,  custodian,  transfer agent,  dividend  disbursing
agent and fund  accountant,  as well as  accounting,  auditing,  legal and other
services  performed for the Trust;  (4) provides the Trust with adequate general
office space and  facilities and provides,  at the Trust's  request and expense,
persons  suitable to the Board to serve as officers of the Trust;  (5)  oversees
the  preparation  and the  printing  of the  periodic  updating  of the  Trust's
registration  statement,  Prospectuses  and SAIs,  the Trust's tax returns,  and
reports  to  its   shareholders,   the  SEC  and  state  and  other   securities
administrators; (6) oversees the preparation of proxy and information statements
and any other  communications  to shareholders;  (7) with the cooperation of the
Trust's counsel,  investment  advisers and other relevant parties,  oversees the
preparation  and  dissemination  of  materials  for  meetings of the Board;  (8)
oversees  the  preparation,  filing and  maintenance  of the  Trust's  governing
documents,  including  the Trust  Instrument,  Bylaws and minutes of meetings of
Trustees, Board committees and shareholders;  (9) oversees registration and sale
of Fund shares, to ensure that such shares are properly and duly registered with
the SEC and applicable state and other securities commissions; (10) oversees the
calculation  of  performance  data for  dissemination  to  information  services
covering the  investment  company  industry,  sales  literature of the Trust and
other appropriate purposes; (11) oversees the determination of the amount of and
supervises the declaration of dividends and other  distributions to shareholders
as necessary to, among other things, maintain the qualification of the Fund as a
regulated  investment  company  under the Code,  as amended,  and  oversees  the
preparation and  distribution to appropriate  parties of notices  announcing the
declaration of dividends and other  distributions to shareholders;  (12) reviews
and  negotiates on behalf of the Trust normal  course of business  contracts and
agreements;  (13) maintains and reviews  periodically  the Trust's fidelity bond
and errors and omission insurance  coverage;  and (14) advises the Trust and the
Board on matters concerning the Trust and its affairs.

The  Management  Agreement  terminates  automatically  if  assigned  and  may be
terminated  without  penalty  with  respect  to the  Fund by vote of the  Fund's
shareholders or by either party on not more than 60 days' nor less than 30 days'
written  notice.  The Management  Agreement also provides that neither Forum nor
its personnel shall be liable for any error of judgment or mistake of law or for
any act or omission in the administration or management of the Trust, except for
willful misfeasance, bad faith or gross negligence in the performance of Forum's
or their  duties or by reason of reckless  disregard  of their  obligations  and
duties under the Management Agreement.

FAdS  manages  all aspects of the Trust's  operations  with  respect to the Fund
except those which are the  responsibility of Forum or Norwest.  With respect to
the Fund, FAdS has entered into an  Administrative  Agreement that will continue
in effect only if such continuance is specifically approved at least annually by
the Board or by the  shareholders  and,  in either  case,  by a majority  of the
Trustees  who are not  interested  persons  of any  party to the  Administration
Agreement.

On behalf of the Trust and with  respect to the Fund,  FAdS:  (1)  provides  the
Trust with, or arranges for the provision of, the services of persons  competent
to perform  such  supervisory,  administrative  and  clerical  functions  as are
necessary  to  provide  effective  operation  of the Trust;  (2)  assists in the
preparation  and  the  printing  and  the  periodic   updating  of  the  Trust's
registration  statement,  Prospectuses  and SAIs,  the Trust's tax returns,  and
reports  to  its   shareholders,   the  SEC  and  state  and  other   securities
administrators;  (3)  assists  in  the  preparation  of  proxy  and  information
statements and any other communications to shareholders; (4) assists the Adviser
in monitoring  Fund holdings for compliance  with  Prospectus and SAI investment
restrictions and assist in preparation of periodic compliance reports;  (5) with
the cooperation of the Trust's counsel,  Norwest,  the officers of the Trust and
other relevant parties,  is responsible for the preparation and dissemination of
materials for meetings of the Board;  (6) is responsible  for preparing,  filing
and maintaining the Trust's governing documents, including the Trust Instrument,
Bylaws and minutes of meetings of Trustees,  Board committees and  shareholders;
(7) is responsible for maintaining the Trust's existence and good standing under
state  law;  (8)  monitors  sales of shares  and  ensures  that such  shares are
properly  and  duly  registered  with the SEC and  applicable  state  and  other
securities  commissions;  (9) is responsible  for the calculation of performance
data for dissemination to information  services covering the investment  company
industry, sales literature of the Trust and other appropriate purposes; and (10)
is  responsible  for the  determination  of the  amount  of and  supervises  the
declaration of dividends and other  distributions  to  shareholders as necessary
to, among other things,  maintain the  qualification  of the Fund as a regulated
investment  company under the Code, as amended,  and prepares and distributes to
appropriate  parties  notices  announcing the declaration of dividends and other
distributions to shareholders.


                                       25
<PAGE>


The  Administrative  Agreement  terminates  automatically if assigned and may be
terminated  without  penalty  with  respect  to the Fund by vote of that  Fund's
shareholders or by either party on not more than 60 days' nor less than 30 days'
written notice. The Administrative Agreement also provides that neither FAdS nor
its personnel shall be liable for any error of judgment or mistake of law or for
any act or omission in the administration or management of the Trust, except for
willful misfeasance,  bad faith or gross negligence in the performance of FAdS's
or their  duties or by reason of reckless  disregard  of their  obligations  and
duties under the Administrative Agreement.

Pursuant to their agreements with the Trust,  Forum and FAdS may subcontract any
or all of their duties to one or more qualified  subadministrators  who agree to
comply with the terms of Forum's Management  Agreement or FAdS's  Administration
Agreement,  respectively.  Forum and FAdS may compensate  those agents for their
services;  however,  no such  compensation  may increase the aggregate amount of
payments  by the  Trust to  Forum  or FAdS  pursuant  to  their  Management  and
Administration Agreements with the Trust.

The  following  table shows the dollar  amount of fees  payable to Forum for its
management  services with respect to the classes of the Fund. Also shown are the
amount of fees that were waived by Forum,  if any, and the actual fees  received
by Forum.  The data is for the past three fiscal years or shorter  period if the
class has been in operation for a shorter period.

<TABLE>
<S>                                                    <C>                <C>              <C>

                                                      MANAGEMENT       MANAGEMENT        MANAGEMENT
                                                          FEE              FEE               FEE
                                                        PAYABLE          WAIVED           RETAINED
READY CASH INVESTMENT FUND

Investor Shares
     Year Ended May 31, 1999                           640,686                 0          640,686
     Year Ended May 31, 1998                            ______            ______          _______
     Year Ended May 31, 1997                         1,070,654            14,082        1,056,572

Public Entities Shares
     Year Ended May 31, 1999                            24,555            24,555                0
     Year Ended May 31, 1998                            ______            ______          _______
     Year Ended May 31, 1997                         2,595,399         2,413,208          182,191

Exchange Shares
     Year Ended May 31, 1999                               818               818                0
     Year Ended May 31, 1998                            ______            ______          _______
     Year Ended May 31, 1997                               850               850                0

</TABLE>

THE PORTFOLIO

Forum  manages  all  aspects  of Core  Trust's  operations  with  respect to the
Portfolio  except  those  which are the  responsibility  of  Norwest.  Forum has
entered into a management  agreement  with respect to the  Portfolio  (the "Core
Trust  Management  Agreement")  that  will  continue  in  effect  only  if  such
continuance is  specifically  approved at least annually by the Core Trust Board
or by the  interestholders  of Core Trust, and, in either case, by a majority of
the  Trustees  who are not  interested  persons  of any party to the Core  Trust
Management Agreement.  Under the Core Trust Management Agreement, Forum performs
similar  services for the Portfolio as it and FAdS perform under the  Management
and Administration  Agreements, to the extent the services are applicable to the
Portfolio.  Forum  and FAdS  waive  their  fees  payable  by the Fund  under the
Management  and  Administration   Agreements  to  the  extent  the  Fund  incurs
indirectly management fees charged by Forum to the Portfolio.


                                       26
<PAGE>


DISTRIBUTION

Forum  also acts as  distributor  of the  shares of the Fund.  Forum acts as the
agent of the Trust in connection  with the offering of  Institutional  Shares of
the  Fund  on  a  "best  efforts"  basis  pursuant  to a  Distribution  Services
Agreement.

Under the Distribution  Services  Agreement,  the Trust has agreed to indemnify,
defend and hold Forum,  and any person who controls  Forum within the meaning of
Section  15 of the 1933 Act,  free and  harmless  from and  against  any and all
claims,  demands,  liabilities and expenses (including the cost of investigating
or defending such claims,  demands or liabilities  and any counsel fees incurred
in connection  therewith) which Forum or any such controlling  person may incur,
under the 1933 Act, or under  common law or  otherwise,  arising out of or based
upon any alleged  untrue  statement of a material fact  contained in the Trust's
Registration  Statement or the Fund's  Prospectus  or  Statement  of  Additional
Information  in effect from time to time under the 1933 Act or arising out of or
based upon any alleged  omission to state a material  fact required to be stated
in any one thereof or  necessary to make the  statements  in any one thereof not
misleading.  Forum is not, however, protected against any liability to the Trust
or its  shareholders  to which  Forum  would  otherwise  be subject by reason of
willful  misfeasance,  bad faith or gross  negligence in the  performance of its
duties, or by reason of Forum's reckless disregard of its obligations and duties
under the Distribution Services Agreement.

With respect to the Fund, the Distribution  Services  Agreement will continue in
effect only if such  continuance is  specifically  approved at least annually by
the Board or by the  shareholders  and,  in either  case,  by a majority  of the
Trustees  who  are  not  parties  to  the  Distribution  Services  Agreement  or
interested persons of any such party.

The Distribution Services Agreement terminates  automatically if assigned.  With
respect to the Fund, the  Distribution  Services  Agreement may be terminated at
any time  without the payment of any  penalty:  (1) by the Board or by a vote of
the Fund's shareholders, on 60 days' written notice to Forum; or (2) by Forum on
60 days' written notice to the Trust.

TRANSFER AGENT

Norwest Bank, Sixth Street and Marquette,  Minneapolis,  Minnesota 55479 acts as
Transfer  Agent of the  Trust  pursuant  to a  Transfer  Agency  Agreement.  The
Transfer  Agency  Agreement will continue in effect only if such  continuance is
specifically  approved  at  least  annually  by the  Board  or by a vote  of the
shareholders  of the Trust and in either case by a majority of the  Trustees who
are not parties to the Transfer  Agency  Agreement or interested  persons of any
such party, at a meeting called for the purpose of voting on the Transfer Agency
Agreement.

The  responsibilities  of the Transfer  Agent  include:  (1) answering  customer
inquiries  regarding  account status and history,  the manner in which purchases
and  redemptions of shares of the Fund may be effected and certain other matters
pertaining to the Fund;  (2) assisting  shareholders  in initiating and changing
account  designations  and  addresses;  (3)  providing  necessary  personnel and
facilities  to establish  and  maintain  shareholder  accounts and records;  (4)
assisting in processing purchase and redemption transactions and receiving wired
funds;  (5)  transmitting and receiving funds in connection with customer orders
to purchase or redeem shares; (6) verifying shareholder signatures in connection
with  changes  in the  registration  of  shareholder  accounts;  (7)  furnishing
periodic  statements  and  confirmations  of  purchases  and  redemptions;   (8)
transmitting   proxy   statements,   annual  reports,   prospectuses  and  other
communications from the Trust to its shareholders; (9) receiving, tabulating and
transmitting  to the Trust  proxies  executed by  shareholders  with  respect to
meetings of  shareholders  of the Trust;  and (10)  providing such other related
services as the Trust or a shareholder may request.

For its  services,  the Transfer  Agent  receives a fee computed  daily and paid
monthly from the Trust,  at an annual rate of 0.10% of the Fund's  average daily
net assets, attributable to Public Entities Shares.

CUSTODIAN

Pursuant to a Custodian  Agreement,  Norwest Bank,  Sixth Street and  Marquette,
Minneapolis,  Minnesota  55479 serves as the Fund's  custodian (in this capacity
the "Custodian"). Norwest Bank also serves as custodian to the Portfolio under a
separate  agreement with Core Trust.  The Custodian's  responsibilities  include
safeguarding and controlling the Trust's cash and securities, determining income
and  collecting  interest  on Fund  investments.  The fee is  computed  and paid


                                       27
<PAGE>


monthly,  based on the  average  daily net  assets of the  Fund,  the  number of
portfolio  transactions  of the Fund and the number of  securities in the Fund's
portfolio.

Pursuant to rules  adopted  under the 1940 Act, a Fund may  maintain its foreign
securities  and cash in the  custody  of  certain  eligible  foreign  banks  and
securities  depositories.  Selection of these foreign custodial  institutions is
made by the Board upon consideration of a number of factors,  including (but not
limited to) the  reliability  and financial  stability of the  institution;  the
ability of the institution to perform capably  custodial  services for the Fund;
the  reputation of the  institution  in its national  market;  the political and
economic  stability  of the country in which the  institution  is  located;  and
possible risks of potential nationalization or expropriation of Fund assets. The
Custodian  employs  qualified  foreign  subcustodians  to provide custody of the
Fund's foreign assets in accordance with applicable regulations.

The Fund will not pay  custodian  fees to the  extent  the Fund  invests  in the
Portfolio or in another registered investment company. The Fund, however, incurs
its proportionate share of the custodial fees of the Portfolio.

PORTFOLIO ACCOUNTING

FAcS, an affiliate of Forum, performs portfolio accounting services for the Fund
pursuant to a Fund  Accounting  Agreement  with the Trust.  The Fund  Accounting
Agreement  will  continue in effect  only if such  continuance  is  specifically
approved at least annually by the Board or by a vote of the  shareholders of the
Trust and in either  case by a majority of the  Trustees  who are not parties to
the Fund  Accounting  Agreement or  interested  persons of any such party,  at a
meeting called for the purpose of voting on the Fund Accounting Agreement.

Under the Fund  Accounting  Agreement,  FAcS  prepares and  maintains  books and
records of the Fund on behalf of the Trust that are  required  to be  maintained
under the 1940 Act,  calculates  the net asset  value per share of the Fund (and
each class  thereof) and dividends and capital gain  distributions  and prepares
periodic  reports to shareholders  and the SEC. For its services,  FAcS receives
from the Trust  standard  fee of $1,000  per month  plus  $1,000/month  for each
additional  class of the Fund above one.  FAcS also receives a fee of $2,000 per
month for the Fund if the Fund invests in a master-feeder  structure pursuant to
Section  12(d)(1)(E)  of the 1940 Act and invests in more than one security.  In
addition to these fees,  FAcS is entitled to receive from the Trust with respect
to the Fund, to the extent that it invests in a fund-of-funds structure pursuant
to Section 12(d)(1)(H) of the 1940 Act additional  surcharges as described below
if the Fund invests in securities other than investment companies (calculated as
if the securities were the Fund's only assets).

To the extent that the Fund is not invested in a master-feeder  or fund-of-funds
structure,  FAcS  receives  from the Trust with  respect  to the Fund,  a fee of
$3,000 per month. In addition,  FAcS is paid  additional  surcharges for each of
the  following:  (1) if the Fund has  asset  levels  exceeding  $100  million  -
$500/month,  if the Fund has asset levels exceeding $250 million - $1,000/month,
if the Fund has asset levels exceeding $500 million - $1,500/month,  if the Fund
has  asset  levels  exceeding  $1,000  million -  $2,000/month;  (2) if the Fund
requires international custody - $1,000/month;  (3) if the Fund has more than 30
international positions - $1,000/month; (4) if the Fund has more than 25% of its
assets invested in asset-backed securities - $1,000/month,  if the Fund has more
than 50% of its assets invested in asset-backed  securities - $2,000/month;  (6)
if the Fund has more than 100 security positions - $1,000/month;  and (7) if the
Fund has a monthly portfolio turnover rate of 10% or greater - $1,000/month.

Surcharges are  determined  based upon the total assets,  security  positions or
other  factors as of the end of the prior  month and on the  portfolio  turnover
rate for the prior month.  The rates set forth above shall remain fixed  through
December 31, 1998.  On January 1, 1999,  and on each  successive  January 1, the
rates may be  adjusted  automatically  by Forum  without  action of the Trust to
reflect changes in the Consumer Price Index for the preceding  calendar year, as
published by the U.S.  Department of Labor,  Bureau of Labor  Statistics.  Forum
shall notify the Trust each year of the new rates, if applicable

FAcS is  required  to use its  best  judgment  and  efforts  in  rendering  fund
accounting services and is not be liable to the Trust for any action or inaction
in the absence of bad faith, willful misconduct or gross negligence. FAcS is not
responsible  or  liable  for any  failure  or delay in  performance  of its fund
accounting  obligations  arising out of or caused,  directly or  indirectly,  by


                                       28
<PAGE>


circumstances  beyond  its  reasonable  control  and the  Trust  has  agreed  to
indemnify and hold harmless FAcS, its employees,  agents, officers and directors
against  and  from  any and all  claims,  demands,  actions,  suits,  judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every  nature  and  character  arising  out of or in any way  related  to FAcS's
actions taken or failures to act with respect to a Fund or based, if applicable,
upon information,  instructions or requests with respect to a Fund given or made
to FAcS by an officer of the Trust duly authorized.  This  indemnification  does
not apply to FAcS's  actions taken or failures to act in cases of FAcS's own bad
faith, willful misconduct or gross negligence.

FAcS performs similar services for the Portfolios and, in addition,  acts as the
Portfolios' transfer agent.

The following  table shows the dollar  amount of fees payable to FAcS  (formerly
Forum  Accounting)  for its  accounting  services with respect to the Fund,  the
amount of fee that was waived by FAcS,  if any,  and the actual fee  received by
FAcS. The data is for the past three fiscal years.

<TABLE>
<S>                                                     <C>                  <C>           <C>

                                                          FEE              FEE               FEE
                                                        PAYABLE          WAIVED           RETAINED
READY CASH INVESTMENT FUND
     Year Ended May 31, 1999                            34,000                 0           34,000
     Year Ended May 31, 1998                            ______            ______          _______
     Year Ended May 31, 1997                            86,000                 0           86,000

</TABLE>

EXPENSES

Subject to the  obligation of Norwest to reimburse the Trust for certain  excess
expenses, the Trust has, under its Investment Advisory Agreement,  confirmed its
obligation  to pay all its other  expenses,  including:  (1)  interest  charges,
taxes, brokerage fees and commissions; (2) certain insurance premiums; (3) fees,
interest  charges  and  expenses of the Trust's  custodian,  transfer  agent and
dividend disbursing agent; (4) telecommunications  expenses; (5) auditing, legal
and compliance expenses;  (6) costs of the Trust's formation and maintaining its
existence;  (7)  costs of  preparing  and  printing  the  Trust's  prospectuses,
statements of additional information,  account application forms and shareholder
reports and delivering them to existing and prospective shareholders;  (8) costs
of  maintaining  books of original  entry for portfolio and fund  accounting and
other  required  books and  accounts and of  calculating  the net asset value of
shares of the Trust;  (9) costs of reproduction,  stationery and supplies;  (10)
compensation of the Trust's trustees,  officers and employees and costs of other
personnel  performing  services  for the Trust who are not  officers of Norwest,
Forum or  affiliated  persons  of  Norwest  or Forum;  (11)  costs of  corporate
meetings;  (12) registration fees and related expenses for registration with the
SEC and the securities  regulatory  authorities of other  countries in which the
Trust's shares are sold; (13) state securities law registration fees and related
expenses;  (14)  fees and  out-of-pocket  expenses  payable  to Forum  Financial
Services, Inc. under any distribution, management or similar agreement; (15) and
all other fees and expenses paid by the Trust  pursuant to any  distribution  or
shareholder service plan adopted pursuant to Rule 12b-1 under the Act.

5.       PORTFOLIO TRANSACTIONS

The following discussion of portfolio transactions, while referring to the Fund,
also applies to the Portfolio.

Purchases and sales of portfolio  securities  for the Fund usually are principal
transactions.  Debt instruments are normally  purchased directly from the issuer
or from an underwriter or market maker for the securities.  There usually are no
brokerage  commissions  paid for such  purchases.  Purchases of securities  from
underwriters  of  the  securities   include  a  disclosed  fixed  commission  or
concession  paid by the issuer to the  underwriter,  and purchases  from dealers
serving as market makers include the spread between the bid and asked price.  In
the case of  securities  traded in the  foreign  and  domestic  over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed  commission or markup. In transactions on exchanges in the United
States, commissions are negotiated, whereas on foreign exchanges commissions are
generally  fixed.  Allocations  of  transactions  to brokers and dealers and the
frequency of transactions are determined by the Adviser in its best judgment and


                                       29
<PAGE>


in a manner deemed to be in the best interest of shareholders of the Fund rather
than by any formula. The primary  consideration is prompt execution of orders in
an effective manner and at the most favorable price available to the Fund.

The Fund may effect purchases and sales through brokers who charge  commissions,
although the Trust does not anticipate that the Fund will do so.

Subject to the general policies regarding  allocation of portfolio  brokerage as
set forth  above,  the Board has  authorized  Norwest to employ  its  respective
affiliates to effect securities transactions of the Fund, provided certain other
conditions  are satisfied.  Payment of brokerage  commissions to an affiliate of
Norwest for effecting such  transactions is subject to Section 17(e) of the 1940
Act, which requires,  among other things,  that  commissions for transactions on
securities  exchanges paid by a registered  investment company to a broker which
is an affiliated person of such investment  company,  or an affiliated person of
another  person so  affiliated,  not  exceed  the usual and  customary  brokers'
commissions for such transactions. It is the Fund's policy that commissions paid
to Norwest  Investment  Services,  Inc. ("NISI") and other affiliates of Norwest
will, in the judgment of Norwest,  be: (1) at least as favorable as  commissions
contemporaneously  charged by the affiliate on comparable  transactions  for its
most favored unaffiliated customers and (2) at least as favorable as those which
would be charged on comparable  transactions by other  qualified  brokers having
comparable  execution  capability.  The  Board,  including  a  majority  of  the
disinterested  Trustees,  has adopted procedures to ensure that commissions paid
to affiliates of Norwest by the Fund satisfy the foregoing standards.

The Fund does not have an  understanding  or  arrangement to direct any specific
portion  of its  brokerage  to an  affiliate  of  Norwest,  and will not  direct
brokerage to an affiliate of Norwest in recognition of research services.

From  time to time,  the Fund may  purchase  securities  of a broker  or  dealer
through which it regularly engages in securities transactions.

The Fund may not always pay the lowest commission or spread  available.  Rather,
in determining the amount of commissions, including certain dealer spreads, paid
in connection with securities  transactions,  Norwest takes into account factors
such as size of the order, difficulty of execution,  efficiency of the executing
broker's  facilities  (including  the  services  described  below)  and any risk
assumed by the  executing  broker.  Norwest may also take into account  payments
made by brokers effecting  transactions for the Fund: (1) to the Fund; or (2) to
other persons on behalf of the Fund for services  provided to the Fund for which
it would be obligated to pay.

In addition,  Norwest may give  consideration to research services  furnished by
brokers  to  Norwest  for its use and may cause the Fund to pay these  brokers a
higher amount of commission than may be charged by other brokers.  Such research
and  analysis is of the types  described in Section  28(e)(3) of the  Securities
Exchange  Act of 1934,  as amended,  and is designed  to augment  Norwest's  own
internal  research  and  investment  strategy  capabilities.  Such  research and
analysis may be used by Norwest in  connection  with  services to clients  other
than the Fund,  and not all such  services may be used by Norwest in  connection
with the Fund. The Fund's fees are not reduced by reason of Norwest's receipt of
the research services.

Consistent  with the  Rules of Fair  Practice  of the  National  Association  of
Securities  Dealers,  Inc.  and  subject  to the  obligation  to seek  the  most
favorable price and execution available and such other policies as the Board may
determine,  Norwest may consider  sales of shares of the Fund as a factor in the
selection of broker-dealers to execute portfolio transactions for the Fund.

Investment  decisions for the Fund will be made independently from those for any
other account or investment  company that is or may in the future become managed
by Norwest  or its  affiliates.  Investment  decisions  are the  product of many
factors, including basic suitability for the particular client involved. Thus, a
particular  security  may be bought or sold for certain  clients  even though it
could have been bought or sold for other clients at the same time.  Likewise,  a
particular  security  may be  bought  for one or more  clients  when one or more
clients are  selling  the  security.  In some  instances,  one client may sell a
particular  security to another  client.  It also sometimes  happens that two or
more clients  simultaneously  purchase or sell the same security, in which event


                                       30
<PAGE>


each day's  transactions in such security are, insofar as is possible,  averaged
as to price and allocated  between such clients in a manner which,  in Norwest's
opinion,  is equitable to each and in accordance with the amount being purchased
or sold by  each.  There  may be  circumstances  when  purchases  or  sales of a
portfolio security for one client could have an adverse effect on another client
that has a position in that  security.  In addition,  when purchases or sales of
the same  security  for the Fund and other  client  accounts  managed by Norwest
occur contemporaneously,  the purchase or sale orders may be aggregated in order
to obtain any price  advantages  available  to large  denomination  purchases or
sales.

During their last fiscal year,  the Fund  acquired no  securities  issued by its
"regular  brokers  and  dealers" or the  parents of those  brokers and  dealers.
Regular brokers and dealers are the 10 brokers or dealers that: (1) received the
greatest amount of brokerage commissions during the Fund's last fiscal year; (2)
engaged  in  the  largest  amount  of  principal   transactions   for  portfolio
transactions  of the Fund during the Fund's last  fiscal  year;  or (3) sold the
largest amount of the Fund's shares during the Fund's last fiscal year.

6.       ADDITIONAL PURCHASE, REDEMPTION AND
         EXCHANGE INFORMATION

GENERAL

Shares of the Fund are sold on a continuous basis by the distributor.

The per share net asset  values of each class of shares of the Fund are expected
to be substantially  the same.  Under certain  circumstances,  however,  the per
share net asset  value of each class may vary.  The per share net asset value of
each class of the Fund  eventually will tend to converge  immediately  after the
payment of  dividends,  which  will  differ by  approximately  the amount of the
expense accrual differential among the classes.

As described in the Prospectus,  under certain  circumstances the Fund may close
early and advance time by which the Fund must  receive a purchase or  redemption
order and  payments.  In that case,  if an  investor  placed an order  after the
cut-off time the order would be processed on the follow-up  business day and the
investor's access to the fund would be temporarily limited.

EXCHANGES

By making an exchange by telephone, the investor authorizes the Trust's transfer
agent to act on telephonic  instructions  believed by the Trust's transfer agent
to be genuine instructions from any person representing himself or herself to be
the investor. The records of the Trust's transfer agent of such instructions are
binding.  The exchange procedures may be modified or terminated at any time upon
appropriate notice to shareholders.  For Federal income tax purposes,  exchanges
are treated as sales on which a purchaser  will  realize a capital  gain or loss
depending  on whether the value of the shares  redeemed is more or less than the
shareholder's basis in such shares at the time of such transaction.

Shareholders  of  Public  Entities  Shares  of Ready  Cash  Investment  Fund may
purchase,  with the proceeds  from a redemption  of all or part of their shares,
shares of the following funds of the Trust: Shares of Cash Investment Fund, U.S.
Government  Fund and Treasury  Fund,  Institutional  Shares of  Municipal  Money
Market Fund and I Shares of Stable Income Fund,  Limited Term Government  Income
Fund,  Intermediate  Government Income Fund, Diversified Bond Fund, Income Fund,
Total  Return Bond Fund,  Limited  Term  Tax-Free  Fund,  Tax-Free  Income Fund,
Colorado Tax-Free Fund, Minnesota Intermediate Tax-Free Fund, Minnesota Tax-Free
Fund,  Strategic  Income Fund,  Moderate  Balanced Fund,  Growth  Balanced Fund,
Aggressive  Balanced-Equity  Fund,  Index Fund,  Income Equity Fund,  ValuGrowth
Stock Fund,  Diversified  Equity Fund,  Growth Equity Fund, Large Company Growth
Fund, Diversified Small Cap Fund, Small Company Stock Fund, Small Company Growth
Fund, Small Cap  Opportunities  Fund,  Contrarian  Stock Fund and  International
Fund.


                                       31
<PAGE>


REDEMPTIONS

In addition to the situations  described in the  Prospectus  with respect to the
redemptions of shares,  the Trust may redeem shares  involuntarily  to reimburse
the Fund for any loss  sustained  by reason of the failure of a  shareholder  to
make full  payment for shares  purchased  by the  shareholder  or to collect any
charge relating to transactions  effected for the benefit of a shareholder which
is applicable to the Fund's  shares as provided in the  Prospectus  from time to
time.

Proceeds of redemptions normally are paid in cash. However, payments may be made
wholly or partially in portfolio securities if the Board determines that payment
in cash would be  detrimental  to the best interests of the Fund. If payment for
shares redeemed is made wholly or partially in portfolio  securities,  brokerage
costs may be incurred by the  shareholder  in converting the securities to cash.
The Trust has filed a formal  election  with the SEC  pursuant to which the Fund
will  only  effect  a  redemption  in  portfolio  securities  if the  particular
shareholder  is  redeeming  more than  $250,000  or 1% of the  Fund's  total net
assets, whichever is less, during any 90-day period.

7.       TAXATION

The Fund  intends  for each  taxable  year to  qualify  for tax  treatment  as a
"regulated  investment  company" under the Code. Such qualification does not, of
course,  involve governmental  supervision of management or investment practices
or  policies.  Investors  should  consult  their  own  counsel  for  a  complete
understanding  of the  requirements  the  Fund  must  meet to  qualify  for such
treatment,  and of the  application  of state  and  local tax laws to his or her
particular situation.

Since  the  Fund  expects  to  derive  substantially  all  of its  gross  income
(exclusive of capital gains) from sources other than  dividends,  it is expected
that  none  of the  Fund's  dividends  or  distributions  will  qualify  for the
dividends-received deduction for corporations.

For federal income tax purposes,  gains and losses  attributable to fluctuations
in exchange rates which occur between the time a Fund accrues  interest or other
receivables or accrues  expenses or other  liabilities  denominated in a foreign
currency and the time the Fund actually  collects such  receivables or pays such
liabilities are treated as ordinary income or ordinary loss. Similarly, gains or
losses from the disposition of foreign currencies,  from the disposition of debt
securities  denominated  in a foreign  currency,  or from the  disposition  of a
forward  contract  denominated in a foreign  currency which are  attributable to
fluctuations  in  the  value  of  the  foreign  currency  between  the  date  of
acquisition  of the  asset  and the  date of  disposition  also are  treated  as
ordinary gain or loss.

The  Fund's (or  Portfolio's)  investments  in zero  coupon  securities  will be
subject  to  special  provisions  of the  Code  which  may  cause  the  Fund (or
Portfolio) to recognize income without receiving cash necessary to pay dividends
or  make   distributions  in  amounts  necessary  to  satisfy  the  distribution
requirements  for avoiding  federal income and excise taxes. In order to satisfy
those  distribution  requirements  the Fund (or Portfolio) may be forced to sell
other portfolio securities.

8.   ADDITIONAL INFORMATION ABOUT THE TRUST AND
     THE SHAREHOLDERS OF THE FUND

DETERMINATION OF NET ASSET VALUE

Pursuant  to the  rules of the SEC,  the  Board has  established  procedures  to
stabilize  the  Fund's  net asset  value at $1.00 per  share.  These  procedures
include a review of the extent of any  deviation of net asset value per share as
a result of fluctuating  interest rates,  based on available market rates,  from
the Fund's $1.00  amortized cost price per share.  Should that deviation  exceed
1/2 of 1%, the Board will  consider  whether any action  should be  initiated to
eliminate or reduce material  dilution or other unfair results to  shareholders.
Such  action  may  include  redemption  of  shares  in kind,  selling  portfolio
securities prior to maturity,  reducing or withholding dividends and utilizing a
net asset value per share as determined by using  available  market  quotations.
The Fund will maintain a dollar-weighted  average portfolio  maturity of 90 days
or less, will not purchase any instrument with a remaining maturity greater than
397 days or subject to a repurchase  agreement having a duration of greater than


                                       32
<PAGE>


397 days, will limit portfolio investments,  including repurchase agreements, to
those U.S. dollar-denominated  instruments that the Board has determined present
minimal  credit risks and will comply with certain  reporting and  recordkeeping
procedures.  The Trust has also established  procedures to ensure that portfolio
securities meet the Fund's high quality criteria.

COUNSEL AND AUDITORS

Legal matters in connection  with the issuance of shares of beneficial  interest
of the Trust are  passed  upon by the law firm of Seward & Kissel,  One  Battery
Park Plaza, New York, NY 10004.

______________________,  LLP,  99 High  Street,  Boston,  MA 02110,  independent
auditors,  served as the independent auditors for the Trust for the fiscal years
ended May 31, 1994 and  thereafter.  For the prior fiscal periods  another audit
firm acted as independent auditors of the Trust's predecessor corporation.

GENERAL INFORMATION

The Trust's shares are divided into forty separate series. The Trust received an
order from the SEC  permitting  the  issuance  and sale of  separate  classes of
shares  representing  interests in each of the Trust's existing funds;  however,
the Trust currently  issues and operates the Fund's  separate  classes of shares
under the provisions of 1940 Act.

The Board has determined  that currently no conflict of interest  exists between
or among the  Fund's  Institutional,  Investor,  Public  Entities  and  Exchange
Shares.  On an ongoing basis, the Board,  pursuant to its fiduciary duties under
the 1940 Act and state law, will seek to ensure that no such conflict arises.

The Trust's  shareholders  are not personally  liable for the obligations of the
Trust under Delaware law. The Delaware  Business Trust Act (the "Delaware  Act")
provides that a shareholder  of a Delaware  business  trust shall be entitled to
the  same   limitation  of  liability   extended  to   shareholders  of  private
corporations  for  profit.  However,  no similar  statutory  or other  authority
limiting business trust shareholder  liability exists in many other states. As a
result,  to the  extent  that  the  Trust or a  shareholder  is  subject  to the
jurisdiction  of courts in those states,  the courts may not apply Delaware law,
and may thereby subject the Trust  shareholders  to liability.  To guard against
this risk, the Trust Instrument of the Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such  disclaimer be
given in each agreement,  obligation and instrument entered into by the Trust or
its  Trustees,  and provides for  indemnification  out of Trust  property of any
shareholder held personally  liable for the obligations of the Trust.  Thus, the
risk of a shareholder  incurring financial loss beyond his investment because of
shareholder  liability is limited to circumstances in which: (1) a court refuses
to apply Delaware law; (2) no contractual  limitation of liability is in effect;
and (3) the Trust itself is unable to meet its obligations. In light of Delaware
law, the nature of the Trust's business, and the nature of its assets, the Board
believes that the risk of personal liability to a Trust shareholder is extremely
remote.

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


                                       33
<PAGE>


FINANCIAL STATEMENTS

The financial  statements of the Fund for the semi-annual  period ended November
30, 1997 (which  include a statement of assets and  liabilities,  a statement of
operations, a statement of changes in net assets, notes to financial statements,
financial  highlights  and a  portfolio  of  investments)  are  included  in the
Semi-Annual  Report to  Shareholders  of the Trust delivered along with this SAI
and are incorporated herein by reference.  The financial  statements of the Fund
for the year  ended May 31,  1997  (which  include  a  statement  of assets  and
liabilities,  a statement of  operations,  a statement of changes in net assets,
notes to financial statements,  financial highlights, a portfolio of investments
and the independent  auditors' report thereon) are included in the Annual Report
to Shareholders of the Trust delivered along with this SAI and are  incorporated
herein by reference.

REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the  information  included in the
Trust's  registration  statement  filed  with  the SEC  under  the 1933 Act with
respect to the securities  offered hereby,  certain  portions of which have been
omitted  pursuant  to the rules and  regulations  of the SEC.  The  registration
statement, including the exhibits filed therewith, may be examined at the office
of the SEC in Washington, D.C.

Statements  contained  herein and in the  Prospectus  as to the  contents of any
contract or other documents are not necessarily complete, and, in each instance,
are qualified by reference to the copy of such contract or other documents filed
as exhibits to the registration statement.


<PAGE>





                 APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

SHORT-TERM DEBT

MOODY'S INVESTORS SERVICE

Moody's two highest  ratings for  short-term  debt are "Prime-1" and  "Prime-2".
Both are judged investment grade, to indicate the relative  repayment ability of
rated issuers.

Issuers rated Prime-1 have a superior ability for repayment of senior short-term
debt obligations. "Prime-1" repayment ability will often be evidenced by many of
the following  characteristics:  Leading  market  positions in  well-established
industries; high rates of return on funds employed;  conservative capitalization
structure  with  moderate  reliance  on debt and ample asset  protection;  broad
margins in earnings  coverage of fixed financial  charges and high internal cash
generation;  well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated "Prime-2" by Moody's have a strong ability for repayment of senior
short-term  debt  obligations.  This will  normally be  evidenced by many of the
characteristics  of issuers  rated  "Prime-1" but to a lesser  degree.  Earnings
trends and  coverage  ratios,  while sound,  may be more  subject to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

STANDARD AND POOR'S

S&P's two highest commercial paper ratings are "A-1" and "A-2".  Issues assigned
an "A" rating are regarded as having the greatest  capacity for timely  payment.
Issues in this category are  delineated  with the numbers 1, 2 and 3 to indicate
the relative degree of safety. An "A-1" designation indicates that the degree of
safety  regarding  timely payment is either  overwhelming or very strong.  Those
issues determined to possess  overwhelming  safety  characteristics  are denoted
with a plus (+) sign designation. The capacity for timely payment on issues with
an "A-2" designation is strong. However, the relative degree of safety is not as
high as for issues designated "A-1".  "A-3" issues have a satisfactory  capacity
for timely payment.  They are, however,  somewhat more vulnerable to the adverse
effects  of  changes  in  circumstances  than  obligations  carrying  the higher
designations.  Issues  rated  "A-2"  are  regarded  as having  only an  adequate
capacity for timely payment.  However,  such capacity may be damaged by changing
conditions or short-term adversities.

FITCH IBCA, INC.

Fitch's  short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit,  medium-term notes, and municipal and investment
notes.

"F-1+".  Issues assigned this rating are regarded as having the strongest degree
of assurance for timely payment.

"F-1".  Issues  assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated "F-1+".



                                       A-1
<PAGE>



                                 PERFORMA FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION




                                 October 1, 1999




                        Performa Disciplined Growth Fund
                          Performa Small Cap Value Fund
                       Performa Strategic Value Bond Fund



<PAGE>


                                 PERFORMA FUNDS
                       STATEMENT OF ADDITIONAL INFORMATION

                                 October 1, 1999


Account Information and
Shareholder Servicing:                   Distribution:
         Norwest Bank Minnesota, N.A.             Forum Financial Services, Inc.
         Transfer Agent                           Manager and Distributor
         733 Marquette Avenue                     Two Portland Square
         Minneapolis, MN 55479-0040               Portland, Maine 04101
         (612) 667-8833/(800) 338-1348            (207) 879-1900

The Performa Funds are separate series of Norwest  Advantage Funds, an open-end,
management  investment  company  registered under the Investment  Company Act of
1940, as amended.

This  Statement of  Additional  Information  supplements  the  Prospectus  dated
October  1,  1999,  as may be  amended  from  time to time,  offering  shares of
Performa  Disciplined  Growth Fund,  Performa  Small Cap Value Fund and Performa
Strategic Value Bond Fund.

THIS  STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE  INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.

THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ ONLY IN CONJUNCTION WITH
THE CURRENT  PROSPECTUS,  COPIES OF WHICH MAY BE OBTAINED BY AN INVESTOR WITHOUT
CHARGE BY CONTACTING THE DISTRIBUTOR AT THE ADDRESS LISTED ABOVE.


<PAGE>



<TABLE>
                                        <S>                                                          <C>

                                TABLE OF CONTENTS
                                                                                                    Page

         1.  Introduction                                                                           1
                  Glossary                                                                          1
                  Background Information                                                            2

         2.  Investment Policies                                                                    2
                  General Information                                                               2
                  Equity Securities                                                                 3
                  Fixed Income Securities                                                           5
                  Borrowing                                                                         9
                  Dollar Roll Transactions                                                          9
                  Repurchase Agreements                                                            10
                  Reverse Repurchase Agreements                                                    10
                  Lending Fund Securities                                                          10
                  When-Issued and Delayed Delivery Securities and Forward Commitments              10
                  Illiquid Investments                                                             11
                  Short Sales                                                                      11
                  Options and Futures Contracts                                                    11
                  Foreign Currency Transactions                                                    12
                  Swaps, Caps, Floors and Collars                                                  13
                  Temporary Defensive Position                                                     14

         3.  Risk Considerations                                                                   14
                  Counterparty Risk                                                                14
                  Fixed Income Securities                                                          15
                  Risks of International Investing                                                 17
                  Leverage                                                                         18
                  Options and Futures Contracts                                                    18
                  Small Capitalization Stocks                                                      19
                  Geographic Concentration                                                         19

         4.  Investment Limitations                                                                19
                  Fundamental Limitations                                                          20
                  Non-Fundamental Limitations                                                      21

         5.  Performance and Advertising Data                                                      22
                  General                                                                          22
                  SEC Yield Calculations                                                           23
                  Total Return Calculations                                                        23
                  Core and Gateway Performance                                                     24
                  Other Advertisement Matters                                                      24

         6.  Management                                                                            25
                  Trustees and Officers                                                            26
                  Investment Advisory Services                                                     32
                  Management and Administrative Services                                           37
                  Distribution                                                                     40
                  Transfer Agent                                                                   41
                  Custodian                                                                        41
                  Portfolio Accounting                                                             42
                  Expenses                                                                         43

         7.  Portfolio Transactions                                                                43

                                       i
<PAGE>


                                TABLE OF CONTENTS

                                                                                                      Page
         8.  Additional Purchase and Redemption Information                                        46
                  General                                                                          46
                  Redemptions                                                                      46

         9.  Taxation                                                                              46

        10.  Additional Information About the Trust and the Shareholders of the Funds              48
                  Counsel and Auditors                                                             48
                  Ownership of Fund Shares                                                         48
                  General Information                                                              48
                  Voting and Other Rights                                                          49
                  Core and Gateway Structure                                                       50
                  Banking Law Matters                                                              50
                  Financial Statements                                                             51
                  Registration Statement                                                           51

         Appendix A - Description of Securities Ratings                                             A-1
         Appendix B - Miscellaneous Tables                                                          B-1
         Appendix C - Performance Data                                                              C-1

</TABLE>

                                       ii
<PAGE>




1.       INTRODUCTION


GLOSSARy

          "Adviser" means Norwest or a Subadviser.

          "Board" means the Board of Trustees of the Trust.

          "CFTC" means the U.S. Commodities Futures Trading Commission.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Core and Gateway Structure" means a structure in which a Fund invests
          in one or more Portfolios.

          "Core Trust"  means Core Trust  (Delaware),  an  open-end,  management
          investment company registered under the 1940 Act.

          "Core Trust Board" means the Board of Trustees of Core Trust.

          "Custodian"  means  Norwest  acting in its  capacity as custodian of a
          Fund.

          "FAdS" means Forum Administrative Services, Limited Liability Company,
          the Trust's administrator.

          "Fitch" means Fitch IBCA, Inc.

          "Forum"   means  Forum   Financial   Services,   Inc.,   a  registered
          broker-dealer and the distributor of the Trust's shares.

          "FAcS" means Forum Accounting Services, Limited Liability Company, the
          Trust's fund accountant.

          "Fund"  means each of the four  separate  series of the Trust to which
          this Statement of Additional  Information relates as identified on the
          cover page.

          "Galliard"  means Galliard  Capital  Management,  Inc., the investment
          subadviser to Strategic  Value Bond  Portfolio and Performa  Strategic
          Value Bond Fund.

          "Moody's" means Moody's Investors Service.

          "Norwest" means Norwest Investment  Management,  Inc., a subsidiary of
          Norwest Bank Minnesota, N.A.

          "Norwest  Bank" means  Norwest Bank  Minnesota,  N.A., a subsidiary of
          Wells Fargo & Company

          "NRSRO" means a nationally recognized statistical rating organization.

          "Performa  Funds"  means the Funds set forth on the cover page of this
          Statement of Additional Information.

          "Portfolio"  means,  Disciplined  Growth  Portfolio,  Small  Cap Value
          Portfolio  and  Strategic  Value  Bond  Portfolio,   each  a  separate
          portfolio of Core Trust.

          "SEC" means the U.S. Securities and Exchange Commission.

          "S&P" means Standard & Poor's.



                                       1
<PAGE>

          "Smith" means Smith Asset Management Group, L.P.

          "Stock Index Futures"  means futures  contracts that relate to broadly
          based stock indices.

          "Subadviser" means Galliard or Smith.

          "Transfer Agent" means Norwest Bank acting in its capacity as transfer
          and dividend disbursing agent of a Fund.

          "Trust"  means  Norwest  Advantage  Funds,  an  open-end,   management
          investment company registered under the 1940 Act.

          "U.S. Government Securities" means obligations issued or guaranteed by
          the U.S. Government, its agencies or instrumentalities.

          "1933 Act" means the Securities Act of 1933, as amended.

          "1940 Act" means the Investment Company Act of 1940, as amended.

BACKGROUND INFORMATION
The Trust was originally organized under the name "Prime Value Funds, Inc." as a
Maryland  corporation on August 29, 1986 and, on July 30, 1993, was  reorganized
as a  Delaware  business  trust  under the name  "Norwest  Funds."  The Trust is
currently named "Norwest Advantage Funds."

Norwest is each Fund's and each  Portfolio's  investment  adviser.  Norwest Bank
serves as the Trust's transfer agent, dividend disbursing agent and custodian.

Smith  serves as  investment  subadviser  of Performa  Disciplined  Growth Fund,
Disciplined Growth Portfolio,  Performa Small Cap Value Fund and Small Cap Value
Portfolio.  Galliard serves as investment subadviser of Performa Strategic Value
Bond Fund and Strategic Value Bond Portfolio.

Forum serves as the Trust's  manager and as distributor  of the Trust's  shares.
FAdS serves as each Fund's administrator.

2.       INVESTMENT POLICIES

GENERAL INFORMATION
This section  discusses  in greater  detail than the  prospectus  certain of the
investments  the  Funds  may make.  A Fund  will  make  only  those  investments
described  below  that are in  accordance  with its  investment  objectives  and
policies. The Funds make the investments described below through the Portfolios.

Each  Fund's  investment  objective  and all its  investment  policies  that are
designated as fundamental may not be changed without  approval by the lesser of:
(i) more than 50% of the outstanding  shares of the Fund, or (ii) 67% or more of
the shares present or represented at an investors'  meeting, if more than 50% of
the outstanding  shares of the Fund are present or represented at the meeting in
person  or by  proxy.  A Fund  may  change  any  other  investment  policy  upon
appropriate notice to investors.

EQUITY SECURITIES
Equity securities include common stock, preferred stock, convertible securities,
warrants,  depository  receipts,  shares of closed-end  investment companies and
equity-related  securities.  The market  value of all  securities,  particularly
equity  securities,  is based  upon the  market's  perception  of value  and not
necessarily  the  book  value  of an  issuer  or other  objective  measure  of a
company's worth.  Overall  economic and market  conditions also impact an equity
security's  price.  The market value of an equity  security  also may  fluctuate
based on changes in a company's financial condition.  It is possible that a Fund


                                       2
<PAGE>


may  experience  a  substantial  or  complete  loss  on  an  individual   equity
investment.

Equity  securities owned by a Fund may be traded on a securities  exchange or in
the  over-the-counter  market  and may not be traded  every day or in the volume
typical of  securities  traded on a major  national  securities  exchange.  As a
result,  disposition  by a Fund of  equity  securities  to meet  redemptions  by
investors  or  otherwise  may  require  the Fund to sell these  securities  at a
discount from market  prices,  to sell during  periods when  disposition  is not
desirable, or to make many small sales over an extended period of time.

COMMON  STOCK.  Common  stock  represents  an equity  (ownership)  interest in a
company,  and  usually  possesses  voting  rights  and earns  dividends.  Common
stockholders are not creditors of the company,  but rather,  upon liquidation of
the company are entitled to their pro rata share of the  company's  assets after
creditors  and, if applicable,  preferred  stockholders  are paid.  Dividends on
common  stock are not fixed but are  declared at the  discretion  of the issuer.
Common stock  generally  represents  the riskiest  investment  in a company.  In
addition,  common stock generally has the greatest appreciation and depreciation
potential because increases and decreases in earnings are usually reflected in a
company's stock price.

PREFERRED  STOCK.  Preferred  stock is a class of stock having a preference over
common  stock as to the payment of  dividends  and the  recovery  of  investment
should a company be liquidated.  Preferred stock,  however, is usually junior to
the debt  securities of the issuer.  Preferred  stock typically does not possess
voting  rights and its  market  value may  change  based on changes in  interest
rates.

CONVERTIBLE  SECURITIES.  Convertible  securities  are fixed income  securities,
preferred stock or other  securities that may be converted into or exchanged for
a given  amount  of  common  stock of the same or a  different  issuer  during a
specified period of time at a specified price or formula. A convertible security
entitles  the holder to receive  interest on debt or the  dividend on  preferred
stock  until the  convertible  security  matures or is  redeemed,  converted  or
exchanged. Before conversion, convertible securities ordinarily provide a stream
of income with generally higher yields than those of common stock of the same or
similar issuers,  but lower than the yield of nonconvertible  debt.  Convertible
securities rank senior to common stock in a company's  capital structure but are
usually subordinated to comparable  nonconvertible  securities.  By investing in
convertible  securities,  a Fund  obtains the right to benefit  from the capital
appreciation  potential in the underlying  common stock upon the exercise of the
conversion right, while earning higher current income than could be available if
the stock was purchased directly.

In general,  the value of a convertible security is the higher of its investment
value (its value as a fixed income security) and its conversion value (the value
of the  underlying  shares of common stock if the security is  converted).  As a
fixed income security,  the value of a convertible  security generally increases
when interest  rates decline and generally  decreases  when interest rates rise.
The credit  standing of the issuer and other  factors also may have an effect on
the  convertible   security's  investment  value.  The  conversion  value  of  a
convertible  security is determined by the market price of the underlying common
stock.  If the  conversion  value is low relative to the investment  value,  the
price of the  convertible  security is governed  principally  by its  investment
value.  Generally,  a convertible  security's  conversion value decreases as the
convertible security approaches maturity.  To the extent the market price of the
underlying common stock approaches or exceeds the conversion price, the price of
the  convertible  security will be  increasingly  influenced  by its  conversion
value. In addition, a convertible security generally will sell at a premium over
its conversion  value determined by the extent to which investors place value on
the right to acquire the  underlying  common stock while  holding a fixed income
security.

Because  convertible  securities  are  typically  issued by smaller  capitalized
companies whose stock price may be volatile, the price of a convertible security
may reflect variations in the price of the underlying common stock in a way that
nonconvertible debt does not. Also, while convertible  securities generally have
higher  yields  than  common  stock,  they have  lower  yields  than  comparable
nonconvertible  securities  and are subject to less  fluctuations  in value than
underlying  stock since they have fixed income  characteristics.  A  convertible
security  may be  subject to  redemption  at the option of the issuer at a price
established in the convertible security's governing instrument. If a convertible
security  is called  for  redemption,  the Fund will be  required  to permit the
issuer to redeem the security,  convert it into the  underlying  common stock or
sell it to a third party.


                                       3
<PAGE>


WARRANTS.  Warrants are  securities,  typically  issued with preferred  stock or
bonds,  that give the holder the right to  purchase a given  number of shares of
common stock at a specified  price,  usually during a specified  period of time.
The price usually  represents a premium over the applicable  market value of the
common  stock at the time of the  warrant's  issuance.  Warrants  have no voting
rights with respect to the common stock, receive no dividends and have no rights
with respect to the assets of the issuer.  Warrants do not pay a fixed dividend.
Investments in warrants involve certain risks,  including the possible lack of a
liquid market for the resale of the warrants,  potential price fluctuations as a
result of  speculation  or other  factors and failure of the price of the common
stock to rise. A warrant  becomes  worthless if it is not  exercised  within the
specified time period.

EQUITY-RELATED  SECURITIES.   Equity-related  securities  are  securities  whose
interest and/or principal payment obligations are linked to a specified index of
equity  securities,  or  determined  pursuant to specific  formulas.  A Fund may
invest in these  instruments  when the  securities  provide  a higher  amount of
dividend  income than is available  from a company's  common  stock.  The amount
received by an investor  at  maturity  of these  securities  is not fixed but is
based on the  price of the  underlying  common  stock,  which  may rise or fall.
Adverse  changes in the  securities  markets may reduce  interest  payments made
under,  and/or the principal  of,  equity-linked  securities  held by a Fund. In
addition, it is not possible to predict how equity-related securities will trade
in the secondary market or whether the market for the securities will be liquid.

DEPOSITARY  RECEIPTS.  A  depositary  receipt  is  a  receipt  for  shares  of a
foreign-based   company  that  entitles  the  holder  to  distributions  on  the
underlying  security.  Depositary  receipts  include  sponsored and  unsponsored
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and
other similar  global  instruments.  ADRs typically are issued by a U.S. bank or
trust company,  evidence ownership of underlying  securities issued by a foreign
company,  and are designed for use in U.S. securities  markets.  EDRs (sometimes
called  Continental  Depositary  Receipts)  are  receipts  issued by a  European
financial institution evidencing an arrangement similar to that of ADRs, and are
designed for use in European  securities  markets.  Depositary  receipts provide
exposure to foreign securities markets.

Unsponsored  depositary receipts may be created without the participation of the
foreign  issuer.  Holders of these receipts  generally bear all the costs of the
depositary  receipt  facility,  whereas foreign  issuers  typically bear certain
costs in a sponsored depositary receipt. The bank or trust company depositary of
an  unsponsored  depositary  receipt may be under no  obligation  to  distribute
shareholder  communications  received from the foreign issuer or to pass through
voting rights. Accordingly,  available information concerning the issuer may not
be  current  and the  prices  of  unsponsored  depositary  receipts  may be more
volatile than the prices of sponsored depositary receipts.

FIXED INCOME SECURITIES
Fixed income  securities  include corporate debt  obligations,  U.S.  Government
Securities,  municipal  securities,  mortgage-related  securities,  asset-backed
securities,  guaranteed investment contracts,  zero coupon securities,  variable
and floating rate  securities,  financial  institution  obligations,  commercial
paper and participation interests.

CORPORATE DEBT OBLIGATIONS. The Funds may invest in corporate bonds, debentures,
notes, commercial paper and other similar corporate debt instruments.  Companies
use these  instruments  to borrow  money from  investors.  The  issuer  pays the
investor a fixed or variable rate of interest and must repay the amount borrowed
at maturity.  Companies issue commercial paper (short-term  unsecured promissory
notes) to finance their current obligations.
Commercial paper normally has a maturity of less than 9 months.


                                       4
<PAGE>


U.S. GOVERNMENT SECURITIES. U.S. Government Securities include securities issued
by the U.S. Treasury and by U.S. Government agencies and instrumentalities. U.S.
Government  Securities  may be  supported  by the full  faith and  credit of the
United  States  (e.g.,  mortgage-related  securities  and  certificates  of  the
Government  National  Mortgage  Association and securities of the Small Business
Administration);  by the right of the  issuer to borrow  from the U.S.  Treasury
(e.g., Federal Home Loan Bank securities); by the discretionary authority of the
U.S.  Treasury to lend to the issuer  (e.g.,  Fannie Mae  (formerly  the Federal
National Mortgage Association) securities); or solely by the creditworthiness of
the issuer (e.g., Federal Home Loan Mortgage Corporation securities).

Holders of U.S. Government Securities not backed by the full faith and credit of
the United States must look principally to the agency or instrumentality issuing
the  obligation  for repayment and may not be able to assert a claim against the
United States in the event that the agency or instrumentality  does not meet its
commitment.  There  is no  assurance  that  the  U.S.  Government  will  support
securities not backed by its full faith and credit.  Neither the U.S. Government
nor any of its agencies or instrumentalities  guarantees the market value of the
securities they issue.

MORTGAGE-RELATED SECURITIES.  Mortgage-related securities represent interests in
a pool of mortgage loans originated by lenders such as commercial banks, savings
associations and mortgage bankers and brokers.  Mortgage-related  securities may
be issued by governmental or government-related  entities or by non-governmental
entities such as special purpose trusts created by commercial lenders.

Pools of mortgages consist of whole mortgage loans or participations in mortgage
loans.  The majority of these loans are made to  purchasers of 1-4 family homes.
The terms and characteristics of the mortgage  instruments are generally uniform
within a pool but may vary among pools. For example,  in addition to fixed-rate,
fixed-term mortgages, the Funds may purchase pools of adjustable-rate mortgages,
growing equity mortgages,  graduated payment mortgages and other types. Mortgage
poolers apply  qualification  standards to lending  institutions which originate
mortgages for the pools as well as credit  standards and  underwriting  criteria
for  individual  mortgages  included in the pools.  In addition,  many mortgages
included in pools are insured through private mortgage insurance companies.

Mortgage-related  securities  differ from other forms of debt securities,  which
normally  provide  for  periodic  payment  of  interest  in fixed  amounts  with
principal payments at maturity or on specified call dates. Most mortgage-related
securities,  however,  are pass-through  securities,  which means that investors
receive  payments  consisting of a pro-rata share of both principal and interest
(less servicing and other fees), as well as unscheduled prepayments, as loans in
the  underlying  mortgage  pool  are  paid  off  by  the  borrowers.  Additional
prepayments to holders of these  securities are caused by prepayments  resulting
from the sale or foreclosure  of the  underlying  property or refinancing of the
underlying loans. As prepayment rates of individual pools of mortgage loans vary
widely,  it is  not  possible  to  predict  accurately  the  average  life  of a
particular  mortgage-related security.  Although mortgage-related securities are
issued  with  stated  maturities  of up to  forty  years,  unscheduled  or early
payments of principal and interest on the mortgages may shorten considerably the
securities' effective maturities. See "Risk Considerations."

GOVERNMENT  AND AGENCY  MORTGAGE-RELATED  SECURITIES.  The principal  issuers or
guarantors of  mortgage-related  securities are the Government National Mortgage
Association  ("GNMA"),  Fannie Mae ("FNMA")  and the Federal Home Loan  Mortgage
Corporation  ("FHLMC").  GNMA, a wholly-owned U.S. Government corporation within
the Department of Housing and Urban Development  ("HUD"),  creates  pass-through
securities from pools of government  guaranteed  (Federal  Housing  Authority or
Veterans   Administration)   mortgages.  The  principal  and  interest  on  GNMA
pass-through  securities  are  backed by the full  faith and  credit of the U.S.
Government.

FNMA, which is a U.S. Government-sponsored corporation owned entirely by private
stockholders that is subject to regulation by the Secretary of HUD, and FHLMC, a
corporate instrumentality of the U.S. Government,  issue pass-through securities
from pools of conventional and federally insured and/or  guaranteed  residential
mortgages.  FNMA  guarantees  full  and  timely  payment  of  all  interest  and
principal,  and  FHMLC  guarantees  timely  payment  of  interest  and  ultimate
collection  of  principal  of  its  pass-through  securities.   Mortgage-related
securities  from FNMA and FHLMC are not  backed by the full  faith and credit of
the U.S. Government.


                                       5
<PAGE>


PRIVATELY  ISSUED  MORTGAGE-RELATED   SECURITIES.   Mortgage-related  securities
offered by private issuers include pass-through securities comprised of pools of
conventional  residential  mortgage  loans;  mortgage-backed  bonds,  which  are
considered to be debt  obligations of the institution  issuing the bonds and are
collateralized  by  mortgage  loans;  and  bonds  and  collateralized   mortgage
obligations that are  collateralized  by  mortgage-related  securities issued by
GNMA, FNMA or FHLMC or by pools of conventional  mortgages of multi-family or of
commercial mortgage loans.

Privately-issued  mortgage-related  securities  generally offer a higher rate of
interest (but greater credit and interest rate risk) than  securities  issued by
U.S.  Government  issuers  because there are no direct or indirect  governmental
guarantees   of  payment.   Many   non-governmental   issuers  or  servicers  of
mortgage-related securities guarantee or provide insurance for timely payment of
interest  and  principal  on the  securities.  The market for  privately  issued
mortgage-related  securities  is  smaller  and less  liquid  than the market for
mortgage-related securities issued by U.S. government issuers.

STRIPPED MORTGAGE-RELATED  SECURITIES.  Stripped mortgage-related securities are
multi-class  mortgage-related  securities  that are  created by  separating  the
securities into their  principal and interest  components and selling each piece
separately. Stripped mortgage-related securities are usually structured with two
classes  that  receive  different  proportions  of the  interest  and  principal
distributions  in a  pool  of  mortgage  assets.  The  market  values  of  these
securities are extremely sensitive to prepayment rates.

ADJUSTABLE  RATE  MORTGAGE  SECURITIES.   Adjustable  rate  mortgage  securities
("ARMs") are pass-through securities representing interests in pools of mortgage
loans  with  adjustable  interest  rates that are reset at  periodic  intervals,
usually by reference to some interest rate index or market  interest  rate,  and
that may be subject to certain limits.  Although the rate adjustment feature may
reduce  sharp  changes  in  the  value  of  adjustable  rate  securities,  these
securities  can change in value  based on changes  in market  interest  rates or
changes in the issuer's creditworthiness.  Changes in the interest rates on ARMs
may lag behind  changes in  prevailing  market  interest  rates.  Because of the
resetting of interest  rates,  adjustable  rate  securities are less likely than
non-adjustable  rate  securities of comparable  quality and maturity to increase
significantly in value when market interest rates fall. A Fund could suffer some
principal loss if the Fund sold the securities  before the interest rates on the
underlying  mortgages  were  adjusted  to reflect  current  market  rates.  Some
adjustable rate securities (or the underlying  mortgages) are subject to caps or
floors,  that limit the  maximum  change in  interest  rates  during a specified
period or over the life of the security.

COLLATERALIZED   MORTGAGE  OBLIGATIONS.   Collateralized   mortgage  obligations
("CMOs") are  multiple-class  debt obligations that are fully  collateralized by
mortgage-related  pass-through  securities  or by pools of mortgages  ("Mortgage
Assets").  Payments of principal and interest on the Mortgage  Assets are passed
through  to the  holders  of the CMOs as they  are  received,  although  certain
classes  (often  referred to as  "tranches")  of CMOs have  priority  over other
classes with respect to the receipt of mortgage prepayments.

Multi-class mortgage  pass-through  securities are interests in trusts that hold
Mortgage  Assets  and  that  have  multiple  classes  similar  to those of CMOs.
Payments of principal of and interest on the underlying  Mortgage Assets (and in
the case of CMOs, any  reinvestment  income  thereon)  provide funds to pay debt
service  on the  CMOs  or to make  scheduled  distributions  on the  multi-class
mortgage  pass-through  securities.  Parallel pay CMOs are structured to provide
payments  of  principal  on each  payment  date to more  than one  class.  These
simultaneous  payments are taken into account in calculating the stated maturity
date or  final  distribution  date of  each  class,  which,  as with  other  CMO
structures,  must be retired by its stated  maturity date or final  distribution
date but may be retired earlier.  Planned  amortization  class  mortgage-related
securities  ("PAC Bonds") are a form of parallel pay CMO. PAC Bonds are designed
to provide  relatively  predictable  payments of principal  provided that, among
other things, the actual prepayment  experience on the underlying mortgage loans
falls within a  contemplated  range.  CMOs may have  complicated  structures and
generally involve more risks than simpler forms of mortgage-related  securities.
Delinquency or loss in excess of that covered by credit  enhancement  protection
could adversely affect the return on an investment in such a security.

The final  tranche  of a CMO may be  structured  as an accrual  bond  (sometimes
referred to as a "Z-tranche"). Holders of accrual bonds receive no cash payments
for an  extended  period of time.  During  the time that  earlier  tranches  are


                                       6
<PAGE>


outstanding,  accrual  bonds  receive  accrued  interest  which is a credit  for
periodic  interest  payments that increases the face amount of the security at a
compounded rate, but is not paid to the bond holder. After all previous tranches
are retired, accrual bondholders start receiving cash payments that include both
principal  and  continuing  interest.  The  market  value of  accrual  bonds can
fluctuate  widely and their average life depends on the other aspects of the CMO
offering.  Interest on accrual  bonds is taxable  when  accrued  even though the
holders  receive  no  accrual  payment.  The Funds  distribute  all of their net
investment  income,  and may have to sell  portfolio  securities  to  distribute
imputed income,  which may occur at a time when an Adviser would not have chosen
to sell such securities and which may result in a taxable gain or loss.

CREDIT  ENHANCEMENTS.  To lessen  the  effect of the  failures  by  obligors  on
Mortgage Assets to make payments, CMOs and other mortgage-related securities may
contain  elements  of credit  enhancement,  consisting  of either (1)  liquidity
protection  or (2)  protection  against  losses  resulting  after  default by an
obligor on the  underlying  assets and  allocation  of all  amounts  recoverable
directly  from the obligor  and  through  liquidation  of the  collateral.  This
protection may be provided through guarantees,  insurance policies or letters of
credit  obtained by the issuer or sponsor from third  parties,  through  various
means of structuring  the transaction or through a combination of these methods.
The  Funds  will  not  pay any  additional  fees  for  credit  enhancements  for
mortgage-related  securities,  although the credit  enhancement may increase the
costs of the mortgage-related securities.  Delinquency or loss in excess of that
covered by credit enhancement protection could adversely affect the return on an
investment in such a security.

ASSET-BACKED SECURITIES. Asset-backed securities have structural characteristics
similar to  mortgage-related  securities but have underlying assets that are not
mortgage loans or interests in mortgage loans. Asset-backed securities represent
fractional  interests  in, or are secured by and payable  from,  pools of assets
such as motor vehicle  installment sales contracts,  installment loan contracts,
leases of various  types of real and  personal  property  and  receivables  from
revolving credit (e.g., credit card) agreements.  Assets are securitized through
the use of trusts and special purpose  corporations  that issue  securities that
are often backed by a pool of assets representing the obligations of a number of
different parties.  Asset-backed  securities have structures and characteristics
similar to those of mortgage-related securities and, accordingly, are subject to
many  of  the  same  risks,  although  often  to a  greater  extent.  See  "Risk
Considerations."  No  Fund  may  invest  more  than  10% of its  net  assets  in
asset-backed  securities that are backed by a particular type of credit,  (e.g.,
credit card receivables).

FOREIGN GOVERNMENT AND SUPRANATIONAL  ORGANIZATIONS DEBT SECURITIES.  A Fund may
invest in fixed income securities issued by the governments of foreign countries
or by those countries' political subdivisions,  agencies or instrumentalities as
well as by  supranational  organizations  such  as the  International  Bank  for
Reconstruction  and Development and the  Inter-American  Development Bank if the
Adviser believes that the securities do not present risks  inconsistent with the
Fund's investment objective.

GUARANTEED  INVESTMENT  CONTRACTS.  Guaranteed investment contracts ("GICs") are
issued by insurance  companies.  In purchasing a GIC, a Fund contributes cash to
the insurance  company's  general account and the insurance company then credits
to the Fund's deposit fund on a monthly basis guaranteed interest at a specified
rate.  The GIC provides  that this  guaranteed  interest will not be less than a
certain minimum rate. The insurance  company may assess periodic charges against
a GIC for expense and  service  costs  allocable  to it.  There is no  secondary
market  for GICs  and,  accordingly,  GICs are  generally  treated  as  illiquid
investments. GICs are typically unrated.

ZERO-COUPON  SECURITIES.  Zero-coupon  securities are debt  obligations that are
issued or sold at a  significant  discount  from their face value and do not pay
current  interest to holders prior to maturity,  a specified  redemption date or
cash payment date. The discount  approximates  the total interest the securities
will  accrue and  compound  over the period to  maturity  or the first  interest
payment date at a rate of interest reflecting the market rate of interest at the
time of issuance. The original issue discount on the zero-coupon securities must
be  included  ratably  in the income of a Fund (and thus an  investor's)  as the
income accrues, even though payment has not been received.  The Funds distribute
all of their net investment income, and may have to sell portfolio securities to
distribute  imputed income,  which may occur at a time when an Adviser would not
have chosen to sell such  securities  and which may result in a taxable  gain or
loss. Because interest on zero-coupon  securities is not paid on a current basis


                                       7
<PAGE>


but is in effect compounded, the value of these securities is subject to greater
fluctuations  in response to changing  interest  rates,  and may involve greater
credit  risks,  than  the  value of debt  obligations  which  distribute  income
regularly.

Zero-coupon  securities  may be  securities  that  have been  stripped  of their
unmatured interest stream.  Zero-coupon  securities may be custodial receipts or
certificates,  underwritten  by  securities  dealers  or  banks,  that  evidence
ownership of future  interest  payments,  principal  payments or both on certain
U.S. Government  securities.  The underwriters of these certificates or receipts
generally  purchase a U.S.  Government  security  and deposit the security in an
irrevocable  trust or custodial account with a custodian bank, which then issues
receipts or  certificates  that evidence  ownership of the  purchased  unmatured
coupon payments and the final principal payment of the U.S. Government Security.
These  certificates or receipts have the same general  attributes as zero-coupon
stripped  U.S.  Treasury  securities  but are not supported by the issuer of the
U.S.  Government  Security.  The risks  associated with stripped  securities are
similar to those of other zero-coupon  securities,  although stripped securities
may be more volatile,  and the value of certain types of stripped securities may
move in the same direction as interest rates.

VARIABLE AND FLOATING RATE SECURITIES.  Certain debt securities have variable or
floating rates of interest and, under certain  limited  circumstances,  may have
varying  principal  amounts.  These  securities  pay  interest at rates that are
adjusted periodically  according to a specified formula,  usually with reference
to one or more interest rate indices or market  interest rates (the  "underlying
index").  The interest paid on these  securities is a function  primarily of the
underlying  index upon which the  interest  rate  adjustments  are based.  These
adjustments  minimize changes in the market value of the obligation.  Similar to
fixed rate debt instruments,  variable and floating rate instruments are subject
to changes in value based on changes in market  interest rates or changes in the
issuer's  creditworthiness.  The rate of interest on  securities  purchased by a
Fund may be tied to U.S. Government Securities or indices on those securities as
well as any other rate of interest or index.  Certain  variable rate  securities
pay interest at a rate that varies inversely to prevailing  short-term  interest
rates (sometimes  referred to as "inverse  floaters").  Certain inverse floaters
may have an interest rate reset mechanism that multiplies the effects of changes
in the  underlying  index.  This  mechanism  may increase the  volatility of the
security's market value while increasing the security's yield.

Many  variable  rate  instruments  include  the  right of the  holder  to demand
prepayment  of the  principal  amount  of the  obligation  prior  to its  stated
maturity  and the right of the issuer to prepay the  principal  amount  prior to
maturity.

Variable and floating rate demand notes of  corporations  include  master demand
notes that permit  investment of fluctuating  amounts at varying  interest rates
under direct arrangements with the issuer of the instrument. The issuer of these
obligations often has the right, after a given period, to prepay the outstanding
principal  amount of the  obligations  upon a specified  number of days' notice.
Because master demand notes are direct lending  arrangements  between a Fund and
the issuer, they are not normally traded.  Although there is no secondary market
in the notes,  the Fund may demand payment of principal and accrued  interest at
any time upon a specified period of notice.

Certain  securities may have an initial  principal  amount that varies over time
based on an interest rate index, and,  accordingly,  a Fund might be entitled to
less than the  initial  principal  amount of the  security  upon the  security's
maturity.  A Fund will purchase these  securities only when its Adviser believes
the interest income from the instrument justifies any principal risks associated
with the  instrument.  The Advisers may attempt to limit any  potential  loss of
principal  by  purchasing  similar  instruments  that are intended to provide an
offsetting  increase in principal.  There can be no assurance  that the Advisers
will be able to limit the effects of principal fluctuations and, accordingly,  a
Fund may  incur  losses on those  securities  even if held to  maturity  without
issuer default.

There may not be an active  secondary  market  for any  particular  floating  or
variable rate  instruments,  which could make it difficult for a Fund to dispose
of the  instrument  during periods that the Fund is not entitled to exercise any
demand  rights it may have. A Fund could,  for this or other  reasons,  suffer a
loss with respect to those  instruments.  The Advisers  monitor the liquidity of
each Fund's investment in variable and floating rate instruments,  but there can
be no guarantee that an active secondary market will exist.

FINANCIAL INSTITUTION OBLIGATIONS. A Fund may invest in obligations of financial
institutions,  including  certificates of deposit,  bankers'  acceptances,  time
deposits  and  other  short-term  debt  obligations.   Certificates  of  deposit
represent an institution's obligation to repay funds deposited with it that earn
a  specified  interest  rate  over a  given  period.  Bankers'  acceptances  are


                                       8
<PAGE>


negotiable  obligations  of a bank to pay a draft  which  has  been  drawn  by a
customer and are usually backed by goods in international  trade.  Time deposits
are  non-negotiable  deposits with a banking  institution  that earn a specified
interest  rate over a given  period.  Certificates  of  deposit  and fixed  time
deposits, which are payable at the stated maturity date and bear a fixed rate of
interest,  generally  may be withdrawn on demand by a Fund but may be subject to
early  withdrawal  penalties which could reduce a Fund's  performance.  Although
fixed time  deposits do not in all cases have a secondary  market,  there are no
contractual  restrictions on a Fund's right to transfer a beneficial interest in
the deposits to third parties.

Funds that invest in foreign securities may invest in Eurodollar certificates of
deposit,  which are  issued by offices of foreign  and  domestic  banks  located
outside the United States; Yankee certificates of deposit, which are issued by a
U.S.  branch of a foreign bank and held in the United  States;  Eurodollar  time
deposits,  which are  deposits in a foreign  branch of a U.S.  bank or a foreign
bank; and Canadian time deposits,  which are issued by Canadian offices of major
Canadian banks. Each of these instruments is U.S. dollar denominated.

Participation Interests. A Fund may purchase participation interests in loans or
instruments  in which the Fund may  invest  directly  that are owned by banks or
other  institutions.   A  participation  interest  gives  a  Fund  an  undivided
proportionate  interest in a loan or  instrument.  Participation  interests  may
carry a demand feature permitting the holder to tender the interests back to the
bank or other institution.  Participation interests, however, do not provide the
Fund with any right to enforce  compliance  by the  borrower,  nor any rights of
set-off  against the  borrower  and the Fund may not  directly  benefit from any
collateral  supporting the loan in which it purchased a participation  interest.
As a result,  the Fund will assume the credit risk of both the  borrower and the
lender that is selling the participation interest.

BORROWING
Each Fund may borrow money in accordance with its investment  policies set forth
under  "Investment  Limitations."  Interest  costs on  borrowings  may offset or
exceed the return earned on borrowed  funds (or on the assets that were retained
rather than sold to meet the needs for which funds were borrowed). Under adverse
market  conditions,  a Fund  might  have to sell  portfolio  securities  to meet
interest or principal  payments at a time when investment  considerations  would
not favor such  sales.  A Fund's use of borrowed  proceeds  to make  investments
would  subject  the  Fund  to  the  risks  of  leveraging.   Reverse  repurchase
agreements,  short sales not against the box, dollar roll transactions and other
similar investments that involve a form of leverage have characteristics similar
to  borrowings  but  are not  considered  borrowings  if the  Fund  maintains  a
segregated account.

DOLLAR ROLL TRANSACTIONS
Dollar roll  transactions are transactions in which a Fund sells securities to a
bank or securities dealer,  and makes a commitment to purchase similar,  but not
identical,  securities  at a later date from the same  party.  During the period
between the  commitment  and  settlement,  no payment is made for the securities
purchased and no interest or principal  payments on the securities accrue to the
purchaser, but the Fund assumes the risk of ownership. A Fund is compensated for
entering into dollar roll  transactions  by the  difference  between the current
sales price and the  forward  price for the future  purchase,  as well as by the
interest  earned on the cash proceeds of the initial sale. The Funds will engage
in dollar roll  transactions  for the purpose of acquiring  securities for their
investment  portfolios.  Each Fund will  limit its  obligations  on dollar  roll
transactions to 35% of the Fund's net assets.

REPURCHASE AGREEMENTS
Repurchase agreements are transactions in which a Fund purchases securities from
a bank or securities dealer and simultaneously  commits to resell the securities
to the bank or dealer at an agreed-upon  date and at a price reflecting a market
rate of  interest  unrelated  to the  purchased  security.  During the term of a
repurchase agreement, the Funds' custodian maintains possession of the purchased
securities and any underlying  collateral,  which is maintained at not less than
100% of the repurchase price.  Repurchase agreements allow a Fund to earn income
on its uninvested  cash for periods as short as overnight,  while  retaining the
flexibility to pursue longer-term investments.

REVERSE REPURCHASE AGREEMENTS
Reverse repurchase  agreements are transactions in which a Fund sells a security
and  simultaneously  commits to  repurchase  that  security from the buyer at an
agreed upon price on an agreed upon future  date.  The resale price in a reverse


                                       9
<PAGE>


repurchase  agreement  reflects a market rate of interest that is not related to
the coupon rate or maturity of the sold security. For certain demand agreements,
there is no agreed upon  repurchase  date and interest  payments are  calculated
daily, often based upon the prevailing overnight repurchase rate.

LENDING FUND SECURITIES
Each Fund may lend Fund  securities  in an  amount  up to  33-1/3%  of its total
assets to brokers,  dealers and other financial  institutions.  Securities loans
must be continuously collateralized and the collateral must have market value at
least equal to value of the Fund's loaned securities,  plus accrued interest. In
a portfolio securities lending transaction,  the Fund receives from the borrower
an amount equal to the  interest  paid or the  dividends  declared on the loaned
securities during the term of the loan as well as the interest on the collateral
securities, less any fees (such as finders or administrative fees) the Fund pays
in  arranging  the loan.  The Fund may share the  interest  it  receives  on the
collateral securities with the borrower.  The terms of a Fund's loans permit the
Fund to reacquire loaned  securities on five business days' notice or in time to
vote on any important matter.  Loans are subject to termination at the option of
a Fund or the borrower at any time, and the borrowed securities must be returned
when the loan is terminated. The Funds will not lend portfolio securities to any
officer, director, employee or affiliate of the Funds or an Adviser.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS
Each Fund may purchase or sell portfolio securities on a "when-issued," "delayed
delivery" or "forward commitment" basis. When-issued securities may be purchased
on a "when,  as and if issued" basis under which the issuance of the  securities
depends upon the occurrence of a subsequent event.  When these  transactions are
negotiated,  the price is fixed at the time the commitment is made, but delivery
and  payment  for  the  securities  take  place  at a  later  date.  When-issued
securities and forward commitments may be sold prior to the settlement date, but
the Funds  enter into these  transactions  only with the  intention  of actually
receiving  securities or delivering them, as appropriate.  The Funds may dispose
of the right to acquire these  securities  before the settlement  date if deemed
advisable.  During the period between the time of commitment and settlement,  no
payment is made for the securities purchased and no interest or dividends on the
securities  accrue to the  purchaser.  At the time a Fund makes a commitment  to
purchase  securities in this manner,  the Fund  immediately  assumes the risk of
ownership,  including price fluctuation. The use of when-issued transactions and
forward  commitments  enables a Fund to protect against  anticipated  changes in
interest  rates and prices,  but also tends to increase  the  volatility  of the
Fund's net asset value per share.  Except for dollar-roll  transactions,  a Fund
will not  purchase  securities  on a  when-issued,  delayed  delivery or forward
commitment basis if, as a result, more than 15% (35% in the case of Total Return
Bond Fund) of the value of the Fund's  total  assets  would be committed to such
transactions.

The use of when-issued transactions and forward commitments enables the Funds to
hedge against  anticipated  changes in interest rates and prices.  If an Adviser
were to forecast incorrectly the direction of interest rate movements,  however,
a Fund might be required  to complete  when-issued  or forward  transactions  at
prices inferior to the current market values.

At the time a Fund makes the commitment to purchase  securities on a when-issued
or delayed  delivery  basis,  the Fund will record the transaction as a purchase
and thereafter  reflect the value each day of such securities in determining its
net asset value.

ILLIQUID INVESTMENTS
No Fund may knowingly  invest more than 15% of the Fund's net assets in illiquid
investments.  Illiquid  investments are  investments  that cannot be disposed of
within seven days in the ordinary course of business at approximately the amount
at  which  the  Fund  has  valued  the  investment  and  include,   among  other
instruments,  repurchase  agreements  not  entitling  the  Fund  to  payment  of
principal within seven days.

An  institutional  market has  developed  for  certain  securities  that are not
registered under the 1933 Act. Institutional  investors usually will not seek to
sell these  instruments to the general public,  but instead will often depend on
either an efficient  institutional market in which the unregistered security can
be readily  resold or on an issuer's  ability to honor a demand for repayment of
the unregistered  security.  A security's  contractual or legal  restrictions on
resale to the general  public or to certain  institutions  therefore  may not be
determinative of the liquidity of such investments.


                                       10
<PAGE>


If unregistered  securities are eligible for purchase by institutional buyers in
accordance with applicable  exemptions under guidelines adopted by the Board, an
Adviser may determine that the securities  are liquid.  Under these  guidelines,
the Advisers are required to take into account:  (1) the frequency of trades and
quotations for the investment;  (2) the number of dealers willing to purchase or
sell the  investment;  (3) the number of dealers that have  undertaken to make a
market in the investment;  (4) the number of other potential purchasers; and (5)
the nature of the  marketplace  trades,  including the time needed to dispose of
the  investment,  the  method of  soliciting  offers  and the  mechanics  of the
transfer.

Illiquid  investments may be more difficult to value than liquid investments and
the sale of illiquid  investments  generally may require more time and result in
higher selling expenses than the sale of liquid investments. A Fund might not be
able to dispose of  restricted  or other  securities  promptly or at  reasonable
prices  and  might  thereby  experience   difficulty   satisfying   redemptions.
Restrictions  on  resale  may have an  adverse  effect on the  marketability  of
illiquid  investments and a Fund might also have to register certain investments
in order to dispose of them, resulting in expense and delay.

SHORT SALES
All Funds may engage in short sales  "against the box." A short sale is "against
the box" to the extent that while the short  position is open, the Fund must own
an equal  amount of the  securities  sold short,  or by virtue of  ownership  of
securities have the right, without payment of further  consideration,  to obtain
an equal amount of the securities sold short. Short sales against-the-box may in
certain cases be made to defer, for Federal income tax purposes,  recognition of
gain or loss on the sale of securities  "in the box" until the short position is
closed out. If a Fund has  unrealized  gain with respect to a long  position and
enters into a short sale  against-the-box,  the Fund generally will be deemed to
have sold the long  position  for tax  purposes  and thus will  recognize  gain.
Prohibitions  on  entering  short  sales  other  than  against  the box does not
restrict a Fund's ability to use short-term  credits necessary for the clearance
of  portfolio  transactions  and to make  margin  deposits  in  connection  with
permitted transactions in options and futures contracts.

OPTIONS AND FUTURES CONTRACTS
Each Fund may (1) purchase or sell (write) put and call options on securities to
enhance the Fund's  performance  and (2) seek to hedge  against a decline in the
value of securities  owned by the Fund or an increase in the price of securities
that  the  Fund  plans  to  purchase   through  the  writing  and   purchase  of
exchange-traded  and  over-the-counter   options  on  individual  securities  or
securities   or  financial   indices  and  through  the  purchase  and  sale  of
interest-rate  futures contracts and options on those futures contracts.  A Fund
may only write options that are covered. To the extent a Fund invests in foreign
securities,  it may in the  future  invest in  options  on  foreign  currencies,
foreign currency futures contracts and options on those futures contracts. These
instruments  are  considered  to be  derivatives.  Use of these  instruments  is
subject to regulation by the SEC, the several  options and futures  exchanges on
which  futures and options are traded or the CFTC. A Fund may enter into futures
contracts  only if the  aggregate  of initial  margin  deposits for open futures
contract positions does not exceed 5% of the Fund's total assets.

COVER  FOR  OPTIONS  AND  FUTURES  CONTRACTS.   A  Fund  will  hold  securities,
currencies,  or other options or futures  positions whose values are expected to
offset ("cover") its obligations under the transactions.  A Fund will enter into
a hedging strategy that exposes it to an obligation to another party only if the
Fund owns  either  (1) an  offsetting  ("covered")  position  in the  underlying
security,  currency or options or futures contract, or (2) cash, receivables and
liquid  debt  securities  with a value  sufficient  at all  times to  cover  its
potential obligations. Each Fund will comply with SEC guidelines with respect to
coverage of these  strategies  and, if the  guidelines  require,  will set aside
cash, liquid debt securities and other permissible assets ("Segregated  Assets")
in a segregated account with the Custodian in the prescribed amount.  Segregated
Assets cannot be sold or closed out while the hedging or option income  strategy
is outstanding,  unless the Segregated  Assets are replaced with similar assets.
As a  result,  there is a  possibility  that  the use of  cover  or  segregation
involving  a  large  percentage  of  a  Fund's  assets  could  impede  portfolio
management  or a Fund's  ability to meet  redemption  requests or other  current
obligations.

The Funds have no current  intention  of  investing  in  futures  contracts  and
options  thereon for purposes other than hedging.  No Fund may purchase any call
or put option on a futures  contract if the  premiums  associated  with all such
options  held by the Fund would  exceed 5% of the Fund's  total assets as of the
date the  option is  purchased.  No Fund may sell a put  option if the  exercise


                                       11
<PAGE>


value of all put  options  written  by the Fund  would  exceed 50% of the Fund's
total  assets or sell a call option if the  exercise  value of all call  options
written by the Fund would  exceed the value of the Fund's  assets.  In addition,
the current  market value of all open futures  positions held by a Fund will not
exceed 50% of its total assets.

OPTIONS ON SECURITIES.  A call option is a contract under which the purchaser of
the call option, in return for a premium paid, has the right to buy the security
underlying the option at a specified  exercise price at any time during the term
of the option. The writer of the call option, who receives the premium,  has the
obligation  upon  exercise  of the option to  deliver  the  underlying  security
against  payment of the exercise  price during the option  period.  A put option
gives its purchaser,  in return for a premium,  the right to sell the underlying
security at a specified  price during the term of the option.  The writer of the
put, who receives the premium, has the obligation to buy the underlying security
upon  exercise at the  exercise  price during the option  period.  The amount of
premium  received or paid is based upon certain  factors,  including  the market
price of the underlying  assets,  the  relationship of the exercise price to the
market price,  the historical  price  volatility of the underlying  assets,  the
option period, supply and demand and interest rates.

OPTIONS ON STOCK  INDICES.  A stock index assigns  relative  values to the stock
included  in the  index,  and the index  fluctuates  with  changes in the market
values of the stocks  included in the index.  Stock index options operate in the
same way as the more traditional  options on securities except that exercises of
stock index options are effected with cash payments and do not involve  delivery
of securities (i.e., stock index options are settled exclusively in cash). Thus,
upon exercise of stock index options,  the purchaser will realize and the writer
will pay an amount based on the  differences  between the exercise price and the
closing price of the stock index.

OPTIONS  ON FUTURES  CONTRACTS.  Options on  futures  contracts  are  similar to
options on  securities  except  that an option on a futures  contract  gives the
purchaser  the right,  in return for the premium paid, to assume a position in a
futures contract rather than to purchase or sell stock, at a specified  exercise
price at any time during the period of the option.  Upon exercise of the option,
the  delivery  of the  futures  position  to the  holder of the  option  will be
accompanied by transfer to the holder of an accumulated balance representing the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise  price of the option
on the future.

FUTURES CONTRACTS AND INDEX FUTURES CONTRACTS. A futures contract is a bilateral
agreement where one party agrees to accept,  and the other party agrees to make,
delivery of cash,  an underlying  debt security or a currency,  as called for in
the contract,  at a specified date and at an agreed-upon  price. A bond or stock
index  futures  contract  involves  the delivery of an amount of cash equal to a
specified  dollar  amount times the  difference  between the bond or stock index
value at the close of trading of the contract and the price at which the futures
contract is originally struck. No physical delivery of the securities comprising
the index is made.  Generally,  these futures  contracts are closed out prior to
the expiration date of the contracts.

FOREIGN CURRENCY TRANSACTIONS
Funds that make  foreign  investments  may  conduct  foreign  currency  exchange
transactions  either on a spot (i.e., cash) basis at the spot rate prevailing in
the foreign  exchange  market or by  entering  into a forward  foreign  currency
contract.  A forward foreign currency contract ("forward  contract") involves an
obligation  to  purchase or sell a specific  amount of a specific  currency at a
future date,  which may be any fixed number of days (usually less than one year)
from the date of the contract agreed upon by the parties,  at a price set at the
time of the contract. Forward contracts are considered to be derivatives. A Fund
enters into forward  contracts  in order to "lock in" the exchange  rate between
the  currency it will  deliver and the currency it will receive for the duration
of the contract.  In addition,  a Fund may enter into forward contracts to hedge
against risks arising from securities a Fund owns or anticipates purchasing,  or
the U.S.  dollar  value of  interest  and  dividends  paid on those  securities.
Performa  Global  Value  Fund  may  also  enter  into  forward  transactions  in
anticipation  of placing a trade.  A Fund will not enter into forward  contracts
for  speculative  purposes,  although  Schroder may seek to enhance the Performa
Global Growth Fund's  investment  return through active currency  management.  A
Fund  will not have  more  than 25% of its total  assets  committed  to  forward
contracts,  or maintain a net exposure to forward  contracts that would obligate
the Fund to deliver an amount of foreign  currency in excess of the value of the
Fund's investment securities or other assets denominated in that currency.


                                       12
<PAGE>


If a Fund makes delivery of the foreign  currency at or before the settlement of
a forward  contract,  it may be  required  to obtain the  currency  through  the
conversion  of assets of the Fund  into the  currency.  The Fund may close out a
forward  contract  obligating  it to  purchase a foreign  currency by selling an
offsetting contract, in which case it will realize a gain or a loss.

Foreign currency  transactions  involve certain costs and risks. The Fund incurs
foreign  exchange  expenses in  converting  assets from one currency to another.
Forward  contracts  involve a risk of loss if the Adviser is  inaccurate  in its
prediction of currency  movements.  The projection of short-term currency market
movements is extremely  difficult,  and the successful execution of a short-term
hedging strategy is highly  uncertain.  The precise matching of forward contract
amounts and the value of the  securities  involved is  generally  not  possible.
Accordingly,  it may be necessary  for the Fund to purchase  additional  foreign
currency  if the  market  value of the  security  is less than the amount of the
foreign currency the Fund is obligated to deliver under the forward contract and
the  decision  is made to sell the  security  and make  delivery  of the foreign
currency. The use of forward contracts as a hedging technique does not eliminate
fluctuations in the prices of the underlying securities the Fund owns or intends
to acquire,  but it does fix a rate of exchange  in  advance.  Although  forward
contracts  can  reduce  the risk of loss due to a  decline  in the  value of the
hedged currencies,  they also limit any potential gain that might result from an
increase in the value of the currencies.

In  addition,  there is no  systematic  reporting of last sale  information  for
foreign  currencies,  and there is no  regulatory  requirement  that  quotations
available through dealers or other market sources be firm or revised on a timely
basis. Quotation information available is generally representative of very large
transactions in the interbank market. The interbank market in foreign currencies
is a global  around-the-clock  market.  Because  foreign  currency  transactions
occurring in the interbank  market  involve  substantially  larger  amounts than
those that may be involved in the use of foreign currency options, a Fund may be
disadvantaged  by having to deal in an odd lot market  (generally  consisting of
transactions of less than $1 million) for the underlying  foreign  currencies at
prices that are less favorable than for round lots.

The Funds have no present  intention to enter into  currency  futures or options
contracts,  but may do so in the future.  A Fund might take positions in options
on foreign  currencies  in order to hedge  against the risk of foreign  exchange
fluctuation  on foreign  securities  the Fund holds in its portfolio or which it
intends to purchase.

SWAPS, CAPS, FLOORS AND COLLARS
A Fund may enter into  interest  rate,  currency  and  mortgage (or other asset)
swaps,  and may purchase and sell interest rate "caps,"  "floors" and "collars."
Interest rate swaps involve the exchange by a Fund and a  counterparty  of their
respective commitments to pay or receive interest (e.g., an exchange of floating
rate payments for fixed rate  payments).  Mortgage swaps are similar to interest
rate swap agreements,  except that the contractually based principal amount (the
"notional principal amount") is tied to a reference pool of mortgages.  Currency
swaps'  notional  principal  amount is tied to one or more  currencies,  and the
exchange  commitments can involve payments in the same or different  currencies.
The purchase of an interest rate cap entitles the purchaser,  to the extent that
a specified index exceeds a predetermined  interest rate, to receive payments of
interest on the notional  principal  amount from the party  selling the cap. The
purchase of an interest rate floor entitles the purchaser,  to the extent that a
specified  index falls below a  predetermined  value,  to receive  payments on a
notional  principal  amount from the party selling the floor. A collar  entitles
the purchaser to receive payments to the extent a specified  interest rate falls
outside an agreed range.

A Fund will enter into these  transactions  primarily  to preserve a return or a
spread on a  particular  investment  or portion of its  portfolio  or to protect
against any interest rate fluctuations or increase in the price of securities it
anticipates  purchasing  at  a  later  date.  The  Funds  intend  to  use  these
transactions as a hedge and not as a speculative investment, and will enter into
the transactions in order to shift a Fund's investment exposure from one type of
investment to another.


                                       13
<PAGE>


A Fund may enter into interest rate  protection  transactions  on an asset-based
basis,  depending  on whether it is hedging its assets or its  liabilities,  and
will  usually  enter into  interest  rate swaps on a net  basis,  i.e.,  the two
payment  streams are netted out, with the Fund receiving or paying,  as the case
may be, only the net amount of the two payments.

The  use of  interest  rate  protection  transactions  is a  highly  specialized
activity which  involves  investment  techniques and risks  different from those
associated  with  ordinary  portfolio  securities  transactions.  If an  Adviser
incorrectly  forecasts  market  values,  interest  rates  and  other  applicable
factors,  there may be considerable impact on a Fund's performance.  Even if the
Advisers are correct in their  forecasts,  there is a risk that the  transaction
may correlate imperfectly with the price of the asset or liability being hedged.

TEMPORARY DEFENSIVE POSITION
When, in the judgment of an Adviser, market or economic conditions warrant, each
Fund may assume a defensive position and temporarily hold cash or invest without
limit in cash equivalents to retain flexibility in meeting  redemptions,  paying
expenses and timing of new investments.  These  investments will be rated in one
of the two highest  short-term  rating  categories by an NRSRO or, if not rated,
determined by the Adviser to be of comparable quality, including: (1) short-term
U.S. Government  Securities;  (2) certificates of deposit,  bankers' acceptances
and interest-bearing  savings deposits of commercial banks doing business in the
United  States  that  have,  at the time of  investment,  except  in the case of
International  Fund,  total assets in excess of one billion dollars and that are
insured by the Federal Deposit Insurance Corporation;  (3) commercial paper; (4)
repurchase  agreements  covering  any of the  securities  in which  the Fund may
invest directly;  and (5) shares of money market funds registered under the 1940
Act within the limits  specified  therein.  To the extent that a Fund  assumes a
temporary  defensive  position,  it may not be invested to pursue its investment
objective.  Performa  Global  Growth  Fund may  hold  cash  and  invest  in bank
instruments denominated in any major foreign currency.

Apart from temporary defensive purposes, a Fund may at any time invest a portion
of its assets in cash and cash equivalents as described above.

3.       RISK CONSIDERATIONS


COUNTERPARTY RISK
The Funds may be exposed to the risks of  financial  failure  or  insolvency  of
another party. To help reduce those risks, the Advisers,  subject to the Board's
supervision,  monitor and evaluate the creditworthiness of counterparties to the
Funds'  transactions  and  intend  to enter  into a  transaction  only when they
believe that the  counterparty  presents  minimal  credit risks and the benefits
from the transaction justify the attendant risks.

The  use  of  repurchase  agreements,  securities  lending,  reverse  repurchase
agreements,  interest rate protection transactions (such as swaps, caps, collars
and  floors),  forward  commitments  (including  dollar roll  transactions)  and
forward contracts involving currencies present particular  counterparty risk. In
the event that  bankruptcy,  insolvency or similar  proceedings  were  commenced
against a counterparty while these transactions  remained open or a counterparty
defaulted on its  obligations,  a Fund may have  difficulties  in exercising its
rights to the underlying securities or currencies,  as applicable,  it may incur
costs and expensive time delays in disposing of the underlying securities and it
may suffer a loss.  Failure by the other party to deliver a security or currency
purchased by a Fund may result in a missed  opportunity  to make an  alternative
investment.  Counterparty  insolvency risk with respect to repurchase agreements
is reduced by favorable  insolvency laws that allow a Fund,  among other things,
to  liquidate  the  collateral  held  in  the  event  of the  bankruptcy  of the
counterparty.  Those laws do not apply to securities lending, reverse repurchase
agreements  and dollar roll  transactions,  and  therefore,  those  transactions
involve more risk than  repurchase  agreements.  For  example,  in the event the
purchaser of securities  in a dollar roll  transaction  files for  bankruptcy or
becomes  insolvent,  a Fund's  use of the  proceeds  of the  transaction  may be
restricted  pending  a  determination  by the other  party,  or its  trustee  or
receiver, whether to enforce the Fund's obligation to repurchase the securities.
As a  result  of  entering  into  forward  commitments  and  reverse  repurchase
agreements,  as well as lending its securities, a Fund may be exposed to greater
potential fluctuations in the value of its assets and net asset value per share.


                                       14
<PAGE>


FIXED INCOME SECURITIES
GENERAL. The market value of the  interest-bearing  fixed income securities held
by the Funds will be affected by changes in interest rates. There is normally an
inverse  relationship  between  the  market  value of  securities  sensitive  to
prevailing  interest rates and actual changes in interest rates.  The longer the
remaining maturity (and duration) of a security, the more sensitive the security
is to changes in interest  rates.  All fixed income  securities,  including U.S.
Government  Securities,  can change in value when there is a change in  interest
rates.  Changes in the ability of an issuer to make  payments  of  interest  and
principal and in the markets'  perception of an issuer's  creditworthiness  will
also affect the market value of that issuer's debt securities.  As a result,  an
investment  in a Fund is subject to risk even if all fixed income  securities in
the Fund's  investment  portfolio  are paid in full at  maturity.  In  addition,
certain fixed income  securities may be subject to extension risk,  which refers
to the  change in total  return on a security  resulting  from an  extension  or
abbreviation of the security's maturity.

Yields  on fixed  income  securities  are  dependent  on a variety  of  factors,
including the general  conditions of the fixed income  securities  markets,  the
size of a particular offering,  the maturity of the obligation and the rating of
the issue. Fixed income securities with longer maturities tend to produce higher
yields and are generally  subject to greater price  movements  than  obligations
with shorter maturities.

The  issuers  of fixed  income  securities  are  subject  to the  provisions  of
bankruptcy,  insolvency  and other laws  affecting  the rights and  remedies  of
creditors  that may  restrict  the ability of the issuer to pay,  when due,  the
principal  of and  interest  on its  debt  securities.  The  possibility  exists
therefore, that, as a result of bankruptcy,  litigation or other conditions, the
ability of an issuer to pay, when due, the principal of and interest on its debt
securities may become impaired.

CREDIT RISK. The Funds'  investments  in fixed income  securities are subject to
credit risk relating to the financial condition of the issuers of the securities
that each Fund holds. To limit credit risk,  Performa  Strategic Value Bond Fund
will  generally  buy debt  securities  that are rated in the top four  long-term
rating  categories by an NRSRO or in the top two short-term rating categories by
an NRSRO (although certain Funds have greater restrictions). Moody's, Standard &
Poor's and other NRSROs are private  services that provide ratings of the credit
quality of debt obligations,  including convertible securities. A description of
the range of ratings  assigned to various types of securities by several  NRSROs
is  included  in Appendix A. The  Advisers  may use these  ratings to  determine
whether to purchase, sell or hold a security. Ratings are not, however, absolute
standards of quality. Credit ratings attempt to evaluate the safety of principal
and interest  payments and do not evaluate the risks of  fluctuations  in market
value. Consequently,  similar securities with the same rating may have different
market prices.  In addition,  rating agencies may fail to make timely changes in
credit  ratings and the issuer's  current  financial  condition may be better or
worse than a rating indicates.

A Fund may retain a security  that  ceases to be rated or whose  rating has been
lowered  below the Fund's  lowest  permissible  rating  category  if the Adviser
determines  that  retaining  the security is in the best  interests of the Fund.
Because a  downgrade  often  results in a reduction  in the market  price of the
security, sale of a downgraded security may result in a loss.

A Fund may purchase unrated securities if the Fund's Adviser determines that the
security  is of  comparable  quality  to a rated  security  that  the  Fund  may
purchase. Unrated securities may not be as actively traded as rated securities.

MORTGAGE-RELATED  SECURITIES.  The value of  mortgage-related  securities may be
significantly  affected by changes in interest rates, the markets' perception of
issuers, the structure of the securities and the creditworthiness of the parties
involved.  The  ability  of a  Fund  to  successfully  utilize  mortgage-related
securities  depends in part upon the ability of its Adviser to forecast interest
rates and other economic factors  correctly.  Some  mortgage-related  securities
have  structures  that make their  reaction to interest  rate  changes and other
factors difficult to predict.

Prepayments  of  principal  of  mortgage-related  securities  by  mortgagors  or
mortgage   foreclosures   affect  the  average  life  of  the   mortgage-related
securities.  The  occurrence  of  mortgage  prepayments  is  affected by various
factors, including the level of interest rates, general economic conditions, the
location and age of the mortgages and other social and  demographic  conditions.
In periods of rising  interest  rates,  the  prepayment  rate tends to decrease,


                                       15
<PAGE>


lengthening  the  average  life of a pool  of  mortgage-related  securities.  In
periods  of falling  interest  rates,  the  prepayment  rate tends to  increase,
shortening the average life of a pool. The volume of prepayments of principal on
the mortgages underlying a particular  mortgage-related  security will influence
the yield of that  security,  affecting a Fund's yield.  Because  prepayments of
principal generally occur when interest rates are declining, it is likely that a
Fund, to the extent it retains the same percentage of debt securities,  may have
to reinvest the proceeds of  prepayments  at lower  interest rates then those of
their previous investments.  If this occurs, a Fund's yield will correspondingly
decline. Thus,  mortgage-related  securities may have less potential for capital
appreciation in periods of falling  interest rates (when prepayment of principal
is more likely)  than other fixed  income  securities  of  comparable  duration,
although  they may have a comparable  risk of decline in market value in periods
of rising  interest  rates. A decrease in the rate of prepayments may extend the
effective   maturities  of   mortgage-related   securities,   increasing   their
sensitivity  to  changes in market  interest  rates.  To the extent  that a Fund
purchases  mortgage-related  securities at a premium,  unscheduled  prepayments,
which are made at par, result in a loss equal to any unamortized premium.

ASSET-BACKED SECURITIES. Like mortgages underlying mortgage-related  securities,
the collateral underlying assets are subject to prepayment, which may reduce the
overall return to holders of asset-backed  securities.  Asset-backed  securities
present certain additional and unique risks. Primarily,  these securities do not
always have the benefit of a security  interest in collateral  comparable to the
security  interests  associated with  mortgage-related  securities.  Credit card
receivables  are  generally  unsecured  and  the  debtors  are  entitled  to the
protection of a number of state and federal  consumer credit laws, many of which
give such debtors the right to set-off certain amounts owed on the credit cards,
thereby reducing the balance due. Automobile  receivables  generally are secured
by automobiles. Most issuers of automobile receivables permit the loan servicers
to retain possession of the underlying obligations. If the servicer were to sell
these  obligations  to another party,  there is a risk that the purchaser  would
acquire  an  interest  superior  to  that  of the  holders  of the  asset-backed
securities.  In addition,  because of the large number of vehicles involved in a
typical  issuance and the technical  requirements  under state laws, the trustee
for the holders of the  automobile  receivables  may not have a proper  security
interest in the underlying  automobiles.  As a result, the risk that recovery on
repossessed collateral might be unavailable or inadequate to support payments on
asset-backed   securities  is  greater  for  asset-backed  securities  than  for
mortgage-related  securities.  In addition,  because asset-backed securities are
relatively  new, the market  experience  in these  securities is limited and the
market's ability to sustain  liquidity through all phases of an interest rate or
economic cycle has not been tested.

NON-INVESTMENT GRADE SECURITIES.  Non-investment grade securities are securities
rated below the fourth highest rating  category by an NRSRO or which are unrated
and judged by the Adviser to be of comparable quality. Such high-risk securities
(commonly referred to as "junk bonds") are not considered to be investment grade
and   have   speculative   or   predominantly    speculative    characteristics.
Non-investment  grade,  high-risk securities provide poor protection for payment
of  principal   and  interest  but  may  have  greater   potential  for  capital
appreciation  than do higher quality  securities.  These lower rated  securities
involve  greater risk of default or price changes due to changes in the issuers'
creditworthiness  than do  higher  quality  securities.  The  market  for  these
securities  may be  thinner  and  less  active  than  that  for  higher  quality
securities,  which may affect the price at which the lower rated  securities can
be sold. In addition,  the market prices of lower rated securities may fluctuate
more than the  market  prices  of  higher  quality  securities  and may  decline
significantly  in periods  of general  economic  difficulty  or rising  interest
rates.  Under such  conditions,  a Fund may have to use  subjective  rather than
objective  criteria to value its high  yield/high  risk  securities  investments
accurately and rely more heavily on the judgment of the Fund's Adviser.

Lower rated or unrated  debt  obligations  also  present  risks based on payment
expectations.  If an issuer  calls the  obligation  for  redemption,  the Fund's
Adviser  may  have to  replace  the  security  with a lower  yielding  security,
resulting in a decreased return for investors.  If a Fund experiences unexpected
net  redemptions,  the Fund's  Adviser  may be forced to sell the Fund's  higher
rated  securities,  resulting in a decline in the overall  credit quality of the
Fund's  portfolio and  increasing  the exposure of the Fund to the risks of high
yield/high risk securities.

RISKS OF INTERNATIONAL INVESTING
All  investments,  domestic  and  foreign,  involve  risks.  Investment  in  the
securities of foreign  issuers may involve  risks in addition to those  normally
associated with investments in the securities of U.S. issuers. While a Fund will
generally  invest only in securities of companies and  governments  in countries
that its Adviser,  in its judgment,  considers both politically and economically


                                       16
<PAGE>


stable,  all foreign  investments are subject to risks of foreign  political and
economic   instability,   adverse  movements  in  foreign  exchange  rates,  the
imposition  or  tightening  of  exchange   controls  or  other   limitations  on
repatriation of foreign capital.  Foreign investments are subject to the risk of
changes in foreign governmental  attitudes towards private investment that could
lead to nationalization, increased taxation or confiscation of Fund assets.

Moreover,  (1) dividends payable on foreign securities may be subject to foreign
withholding  taxes,  thereby  reducing  the  income  earned  by  the  Fund;  (2)
commission rates payable on foreign portfolio  transactions are generally higher
than in the United  States;  (3)  accounting,  auditing and financial  reporting
standards  differ  from  those in the  United  States,  which  means  that  less
information about foreign companies may be available than is generally available
about  issuers of  comparable  securities  in the United  States.;  (4)  foreign
securities  often  trade  less  frequently  and  with  lower  volume  than  U.S.
securities  and  consequently  may exhibit  greater  price  volatility;  and (5)
foreign  securities  trading  practices,  including those  involving  securities
settlement, may expose the Fund to increased risk in the event of a failed trade
or the insolvency of a foreign broker-dealer or registrar.

A Fund that makes foreign investments may purchase foreign bank obligations.  In
addition to the risks described  above that are generally  applicable to foreign
investments,  the investments that a Fund makes in obligations of foreign banks,
branches  or  subsidiaries  may involve  further  risks,  including  differences
between  foreign  banks and U.S.  banks in applicable  accounting,  auditing and
financial  reporting  standards,  and the  possible  establishment  of  exchange
controls or other  foreign  government  laws or  restrictions  applicable to the
payment of  certificates  of deposit or time deposits that may affect  adversely
the payment of principal and interest on the securities held by the Funds.

EMERGING  MARKETS.  Investing in emerging market  countries  generally  presents
greater risk than does other foreign investing.  In any emerging market country,
there is the increased  possibility  of  expropriation  of assets,  confiscatory
taxation, nationalization of companies or industries, foreign exchange controls,
foreign investment controls on daily stock market movements,  default in foreign
government   securities,   political  or  social   instability,   or  diplomatic
developments that could affect  investments in those countries.  In the event of
expropriation,  nationalization or other  confiscation,  the Fund could lose its
entire investment in the country involved. The economies of developing countries
are more likely to be adversely  affected by trade barriers,  exchange controls,
managed adjustments in relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.  There may also be
less monitoring and regulation of emerging markets and the activities of brokers
there. Investing may require that the Fund adopt special procedures,  seek local
government approvals or take other actions that may incur costs for the Fund.

Certain emerging market countries may restrict  investment by foreign investors.
These  restrictions  or controls  may at times limit or preclude  investment  in
certain  securities and may increase the costs and expenses of the Fund. Several
emerging market countries have experienced  high, and in some periods  extremely
high,  rates of inflation in recent years.  Inflation and rapid  fluctuations in
inflation rates may adversely affect these  countries'  economies and securities
markets.  Further,  inflation accounting rules in some emerging market countries
may indirectly generate losses or profits for certain emerging market companies.

CURRENCY FLUCTUATIONS AND DEVALUATIONS. Because Performa Global Growth Fund will
invest heavily in non-U.S.  currency-denominated  securities, changes in foreign
currency  exchange  rates will  affect the value of the  Fund's  investments.  A
decline  against  the  dollar in the  value of  currencies  in which the  Fund's
investments are denominated will result in a corresponding decline in the dollar
value of the Fund's  assets.  This risk is heightened  in some  emerging  market
countries.

The Fund may at times have to liquidate portfolio securities in order to acquire
sufficient U.S.  dollars to fund  redemptions of the Funds or other investors or
to purchase the U.S.  dollars in order to pay its  expenses.  Changes in foreign
currency  exchange  rates  may  contribute  to the need to  liquidate  portfolio
securities.


                                       17
<PAGE>


LEVERAGE
The Funds may use  leverage in an effort to  increase  their  returns.  Leverage
involves  special  risks  and may  involve  speculative  investment  techniques.
Leverage  exists  when cash  made  available  to a Fund  through  an  investment
technique is used to make additional Fund investments.  Borrowing for other than
temporary or emergency  purposes,  lending portfolio  securities,  entering into
reverse repurchase agreements,  purchasing securities on a when-issued,  delayed
delivery or forward  commitment basis (including  dollar roll  transactions) and
the use of  swaps  and  related  agreements  are  transactions  that  result  in
leverage.  Certain  Funds also may purchase  securities  on margin or enter into
short sales.  The Funds use these  investment  techniques only when the Advisers
believe  that  the  leveraging  and the  returns  available  to the  Funds  from
investing the cash will provide investors a potentially higher return.

Leverage  creates the risk of magnified  capital  losses which occur when losses
affect an asset base,  enlarged by  borrowings  or the creation of  liabilities,
that exceeds the equity base of the Fund. Leverage may involve the creation of a
liability that requires a Fund to pay interest (for instance, reverse repurchase
agreements)  or the  creation of a liability  that does not entail any  interest
costs (for instance,  forward commitment costs). The risks of leverage include a
higher  volatility  of the net  asset  value  of the  Fund's  interests  and the
relatively  greater  effect on the net asset  value of the  interests  caused by
favorable or adverse market movements or changes in the cost of cash obtained by
leveraging  and  the  yield  from  invested  cash.  So long as a Fund is able to
realize a net return on its  investment  portfolio  that is higher than interest
expense incurred,  if any, leverage will result in higher current net investment
income for the Fund than if a Fund were not leveraged. Changes in interest rates
and related economic  factors could cause the  relationship  between the cost of
leveraging  and the yield to change so that  rates  involved  in the  leveraging
arrangement may substantially  increase relative to the yield on the obligations
in which the proceeds of the leveraging  have been invested.  To the extent that
the interest  expense  involved in leveraging  approaches  the net return on the
Fund's investment portfolio,  the benefit of leveraging will be reduced, and, if
the interest  expense on borrowings  were to exceed the net return to investors,
the Fund's use of  leverage  would  result in a lower rate of return than if the
Fund were not leveraged.  In an extreme case, if the Fund's  current  investment
income were not sufficient to meet the interest expense of leveraging,  it could
be  necessary  for the  Fund  to  liquidate  certain  of its  investments  at an
inappropriate time.

SEGREGATED ACCOUNTS. In order to attempt to reduce the risks involved in various
transactions involving leverage, a Fund's custodian will set aside and maintain,
in a segregated account, cash and liquid securities.  The account's value, which
is marked to market  daily,  will be at least  equal to the  Fund's  commitments
under these  transactions.  The use of a segregated  account in connection  with
leveraged  transactions may result in a Fund's  investment  portfolio being 100%
leveraged.

OPTIONS AND FUTURES CONTRACTS
A Fund's use of  options  and  futures  contracts  subjects  the Fund to certain
unique  investment  risks.  These risks include:  (1) dependence on an Adviser's
ability to correctly  predict  movements in the prices of individual  securities
and  fluctuations in interest rates,  the general  securities  markets and other
economic factors; (2) imperfect  correlations between movements in the prices of
options or futures contracts and movements in the price of the securities hedged
or used for cover which may cause a given  hedge not to achieve  its  objective;
(3) the fact that the skills and  techniques  needed to trade these  instruments
are different  from those needed to select the other  securities in which a Fund
invests; (4) lack of assurance that a liquid secondary market will exist for any
particular  instrument at any particular time,  which,  among other things,  may
hinder a Fund's  ability to limit  exposures by closing its  positions;  (5) the
possible  need to defer  closing  out certain  options,  futures  contracts  and
related  options to avoid  adverse tax  consequences;  and (6) the potential for
unlimited  losses when  investing in futures  contracts  or writing  options for
which an offsetting position is not held.

Other  risks  include the  inability  of a Fund,  as the writer of covered  call
options, to benefit from any appreciation of the underlying securities above the
exercise  price and the  possible  loss of the entire  premium  paid for options
purchased by the Fund. In addition,  the futures  exchanges may limit the amount
of fluctuation  permitted in certain futures  contract prices on related options
during a single  trading day. A Fund may be forced,  therefore,  to liquidate or
close out a futures contract  position at a disadvantageous  price.  There is no
assurance that a counterparty in an over-the-counter  option transaction will be
able to  perform  its  obligations.  There are a limited  number of  options  on


                                       18
<PAGE>


interest rate futures contracts and  exchange-traded  options contracts on fixed
income  securities.  The  Funds  may use  various  futures  contracts  that  are
relatively new instruments  without a significant  trading history. As a result,
there can be no assurance  that an active  secondary  market in those  contracts
will  develop or  continue  to exist.  A Fund's  activities  in the  futures and
options  markets may result in higher  portfolio  turnover  rates and additional
brokerage costs, which could reduce a Fund's yield.

SMALL CAPITALIZATION STOCKS
Investments  in  smaller  capitalization   companies  carry  greater  risk  than
investments in larger capitalization companies. Smaller capitalization companies
generally experience higher growth rates and higher failure rates than do larger
capitalization  companies;  and the  trading  volume of  smaller  capitalization
companies'  securities  is  normally  lower  than that of larger  capitalization
companies and, consequently,  generally has a disproportionate  effect on market
price  (tending to make prices rises more in response to buying  demand and fall
more in response to selling pressure).

Securities owned by a Fund that are traded in the over-the-counter  market or on
a  regional  securities  exchange  may not be traded  every day or in the volume
typical of securities trading on a national  securities  exchange.  As a result,
disposition by a Fund of a portfolio  security,  to meet redemption  requests by
investors  or  otherwise,  may  require the Fund to sell these  securities  at a
discount from market  prices,  to sell during  periods when  disposition  is not
desirable, or to make many small sales over a lengthy period of time.

Investments in small,  unseasoned  issuers  generally carry greater risk than is
customarily associated with larger, more seasoned companies.  Such issuers often
have products and management  personnel that have not been tested by time or the
marketplace and their financial  resources may not be as substantial as those of
more established  companies.  Their  securities  (which a Fund may purchase when
they are  offered to the public for the first  time) may have a limited  trading
market which can adversely  affect their sale by the Fund and can result in such
securities  being  priced  lower  than  otherwise  might be the  case.  If other
institutional  investors engage in trading this type of security,  a Fund may be
forced to dispose of its  holdings  at prices  lower  than  might  otherwise  be
obtained.

GEOGRAPHIC CONCENTRATION
To the extent a Fund's investments are primarily concentrated in issuers located
in a particular state, region or country,  the value of the Fund's shares may be
especially  affected by factors  pertaining  to that state,  region or country's
economy and other factors specifically  affecting the ability of issuers of that
state,  region or country to meet their  obligations.  As a result, the value of
the Fund's assets may  fluctuate  more widely than the value of shares of a more
geographically diverse portfolio.

4.       INVESTMENT LIMITATIONS

For purposes of all fundamental and nonfundamental  investment  policies of each
Fund: (1) the term 1940 Act includes the rules thereunder,  SEC  interpretations
and any  exemptive  order  upon  which the Fund may rely;  and (2) the term Code
includes the rules thereunder, IRS interpretations and any private letter ruling
or similar authority upon which the Fund may rely.

Each Fund has adopted the investment  policies  listed in this section which are
nonfundamental  policies  unless  otherwise  noted.  Except  for its  investment
objective,  which  is  fundamental,  the Fund has not  adopted  any  fundamental
policies except as required by the 1940 Act or other applicable law.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or  utilization  of assets is adhered to at the time an investment is
made, a later change in percentage  resulting from a change in the market values
of a Fund's assets or purchases and redemptions of shares will not be considered
a violation of the limitation.

FUNDAMENTAL LIMITATIONS
Each Fund has adopted the following investment limitations which are fundamental
policies  of the  Fund.  Each  Portfolio  has the  same  fundamental  investment
policies as the Fund that invests in the Portfolio.


                                       19
<PAGE>


1.       DIVERSIFICATION

                  No Fund may,  with  respect to 75% of its  assets,  purchase a
                  security (other than a U.S.  Government Security or a security
                  of an investment company) if, as a result: (1) more than 5% of
                  the Fund's total assets would be invested in the securities of
                  a single  issuer;  or (2) the Fund  would own more than 10% of
                  the outstanding voting securities of any single issuer.

2.       INDUSTRY CONCENTRATION

                  No Fund may purchase a security if, as a result, more than 25%
                  of the Fund's total assets would be invested in  securities of
                  issuers conducting their principal business  activities in the
                  same industry.  For purposes of this  limitation,  there is no
                  limit on: (1) investments in U.S.  Government  securities,  in
                  repurchase agreements covering U.S. Government Securities,  in
                  securities issued by the states, territories or possessions of
                  the  United  States  ("municipal  securities")  or in  foreign
                  government securities;  or (2) investment in issuers domiciled
                  in a  single  jurisdiction.  Notwithstanding  anything  to the
                  contrary,  to the extent  permitted by the 1940 Act, each Fund
                  may invest in one or more investment companies; provided that,
                  except to the  extent  the Fund  invests  in other  investment
                  companies pursuant to Section 12(d)(1)(A) of the 1940 Act, the
                  Fund treats the assets of the investment companies in which it
                  invests as its own for purposes of this policy.

                  For   purposes  of  this   policy:   (1)   "mortgage   related
                  securities,"  as that term is  defined  in the 1934  Act,  are
                  treated  as  securities  of an issuer in the  industry  of the
                  primary  type of asset  backing the  security;  (2)  financial
                  service companies are classified according to the end users of
                  their services (for example,  automobile finance, bank finance
                  and  diversified  finance);  and  (3)  utility  companies  are
                  classified according to their services (for example,  gas, gas
                  transmission, electric and gas, electric and telephone).

3.       BORROWING

                  No  Fund  may  borrow  money  if,  as  a  result,  outstanding
                  borrowings  would  exceed  an  amount  equal to 33 1/3% of the
                  Fund's total assets.

4.       REAL ESTATE

                  No Fund may purchase or sell real estate unless  acquired as a
                  result of ownership of  securities or other  instruments  (but
                  this shall not prevent the Fund from  investing in  securities
                  or other  instruments  backed by real estate or  securities of
                  companies engaged in the real estate business).

5.       LENDING

                  No Fund may make loans to other parties.  For purposes of this
                  limitation,   entering  into  repurchase  agreements,  lending
                  securities  and  acquiring any debt security are not deemed to
                  be the making of loans.

                  No Fund may lend a  security  if, as a result,  the  amount of
                  loaned  securities  would exceed an amount equal to 33 1/3% of
                  the Fund's total assets.

6.       COMMODITIES

                  No Fund  may  purchase  or sell  physical  commodities  unless
                  acquired  as a result  of  ownership  of  securities  or other
                  instruments   (but  this  shall  not  prevent  the  Fund  from
                  purchasing  or selling  options and futures  contracts or from
                  investing  in  securities  or  other  instruments   backed  by
                  physical commodities).


                                       20
<PAGE>


7.       UNDERWRITING

                  No Fund may  underwrite  (as that term is  defined in the 1933
                  Act) securities  issued by other persons except, to the extent
                  that in connection  with the disposition of the Fund's assets,
                  the Fund may be deemed to be an underwriter.

8.       SENIOR SECURITIES

                  No Fund may  issue  senior  securities  except  to the  extent
                  permitted by the 1940 Act.

NON-FUNDAMENTAL LIMITATIONS
Each  Fund has  adopted  the  following  investment  limitations  which  are not
fundamental  policies of the Fund. A  nonfundamental  policy will not be used to
defeat a  fundamental  limitation  of a Portfolio.  Reference to a Fund includes
reference to its  corresponding  Portfolio,  if  applicable,  which has the same
fundamental  policies as the Fund.  The policies of a Fund may be changed by the
Board, or in the case of its corresponding Portfolio, the Core Trust Board.

1.       BORROWING

               For purposes of the  limitation on  borrowing,  the following are
               not  treated  as   borrowings   to  the  extent  they  are  fully
               collateralized:  (1) the delayed delivery of purchased securities
               (such as the  purchase of  when-issued  securities);  (2) reverse
               repurchase agreements; (3) dollar-roll transactions;  and (5) the
               lending of securities ("leverage transactions"). (See Fundamental
               Limitation No. 3 "Borrowing" above.

2.       LIQUIDITY

               No Fund may invest  more than 15% of its net  assets in  illiquid
               assets such as: (1) securities  that cannot be disposed of within
               seven days at their then-current value; (2) repurchase agreements
               not  entitling  the holder to payment of  principal  within seven
               days; and (3) securities  subject to  restrictions on the sale of
               the securities to the public without  registration under the 1933
               Act ("restricted  securities")  that are not readily  marketable.
               Each  Fund may  treat  certain  restricted  securities  as liquid
               pursuant to guidelines adopted by the Board.

3.       EXERCISING CONTROL OF ISSUERS

               No Fund  may  make  investments  for the  purpose  of  exercising
               control of an issuer.  Investments by a Fund in entities  created
               under  the  laws  of  foreign   countries  solely  to  facilitate
               investment  in  securities in that country will not be deemed the
               making of investments for the purpose of exercising control.

4.       OTHER INVESTMENT COMPANIES

               No Fund may invest in securities of another  investment  company,
               except to the extent permitted by the 1940 Act.

5.       SHORT SALES AND PURCHASING ON MARGIN

               No Fund  may sell  securities  short,  unless  it owns or has the
               right to obtain  securities  equivalent in kind and amount to the
               securities  sold short  (short  sales  "against  the  box"),  and
               provided that  transactions in futures  contracts and options are
               not deemed to constitute selling securities short.

               No Fund may purchase securities on margin, except that a Fund may
               use   short-term   credit  for  the   clearance   of  the  Fund's


                                       21
<PAGE>


               transactions,  and  provided  that initial and  variation  margin
               payments in  connection  with  futures  contracts  and options on
               futures contracts shall not constitute  purchasing  securities on
               margin.

6.       OPTIONS, WARRANTS AND FUTURES CONTRACTS

               No Fund except  Performa Global Growth Fund may invest in futures
               or options  contracts  regulated by the CFTC except for: (1) bona
               fide hedging purposes within the meaning of the rules of the CFTC
               and (2) for other  purposes  if, as a result,  no more than 5% of
               the Fund's net assets  would be  invested  in initial  margin and
               premiums (excluding amounts "in-the-money") required to establish
               the contracts.

               No Fund:  (1) will  hedge  more than 50% of its  total  assets by
               selling futures contracts,  buying put options,  and writing call
               options  (so  called  "short  positions");  (2) will buy  futures
               contracts or write put options whose underlying value exceeds 25%
               of the Fund's total assets;  and (3) will buy call options with a
               value exceeding 5% of the Fund's total assets.

5.       PERFORMANCE AND ADVERTISING DATA

GENERAL
Quotations of performance may from time to time be used in advertisements, sales
literature,  shareholder  reports or other  communications  to  shareholders  or
prospective  investors.  All  performance  information  supplied by the Funds is
historical and is not intended to indicate future returns. Each Fund's yield and
total  return  fluctuate  in response to market  conditions  and other  factors.
Investment return and principal value will fluctuate, and shares, when redeemed,
may be worth more or less than their original cost.  Advertisements  may include
comparisons  of the Funds'  performance  relative  to their  peers,  mutual fund
averages or recognized stock market indices.  The Funds may measure  performance
in terms of yield and total return.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified  period.  Cumulative  total return is generally  quoted for more
than  one  year  (i.e.,  the  life of the  Fund),  and  does  not  show  interim
fluctuations in the value of an investment.

Average annual total return  represents the average annual  percentage change of
an investment over a specified period. It is calculated by taking the cumulative
total return for the stated period and  determining  what constant annual return
would have produced the same cumulative return.  Average annual returns for more
than one year tend to smooth out variations in the Fund's return and are not the
same as actual annual results.

Yield shows the rate of income a Fund earns on its  investments  as a percentage
of the  Fund's  share  price.  It is  calculated  by  dividing  the  Fund's  net
investment  income for a 30-day period by the average number of shares  entitled
to receive  dividends  and dividing the result by the Fund's net asset value per
share at the end of the 30-day  period.  Yield does not  include  changes in net
asset value.  Generally,  yields are calculated  according to  standardized  SEC
formulas and may not equal the income on an investor's account. Yield is usually
quoted on an annualized  basis.  An annualized  yield  represents the amount you
would earn if you  invested in a Fund for a year and the Fund  continued to have
the same yield for the entire year.

In  performance  advertising,  the Funds may  compare  any of their  performance
information  with data published by independent  evaluators such as Morningstar,
Inc., Lipper, Inc., or other companies which track the investment performance of
investment companies ("Fund Tracking Companies"). The Funds may also compare any
of their performance  information with the performance of recognized stock, bond
and other  indices,  including  but not  limited to, the  Municipal  Bond Buyers
Indices,  the Salomon  Brothers  Bond  Index,  Shearson  Lehman Bond Index,  the
Standard & Poor's 500 Composite  Stock Price Index,  Russell 2000 Index,  Morgan
Stanley - Europe,  Australasia and Far East Index, Lehman Brothers  Intermediate
Government Index, Lehman Brothers Intermediate  Government/Corporate  Index, the
Dow Jones Industrial Average, U.S. Treasury bonds, bills or notes and changes in
the Consumer  Price Index as published by the U.S.  Department of Commerce.  The
Funds may refer to general  market  performances  over past time periods such as
those published by Ibbotson Associates (for instance, its "Stocks,  Bonds, Bills


                                       22
<PAGE>


and  Inflation  Yearbook").  In  addition,  the  Funds  may  also  refer in such
materials to mutual fund  performance  rankings and other data published by Fund
Tracking Companies. Performance advertising may also refer to discussions of the
Funds' and  comparative  mutual  fund data and ratings  reported in  independent
periodicals, such as newspapers and financial magazines.

SEC YIELD CALCULATIONS
Although   published   yield   information  is  useful  in  reviewing  a  Fund's
performance,  each Fund's yield  fluctuates from day to day and the Fund's yield
for any  given  period is not an  indication  or  representation  by the Fund of
future  yields or rates of  return  on the  Fund's  shares.  Norwest,  financial
institutions  and  others  that sell fund  shares may  charge  their  customers,
various  retirement  plans or other  shareholders  that invest in a Fund fees in
connection with an investment in a Fund,  which will have the effect of reducing
the Fund's net yield to those  shareholders.  The yields of a Fund are not fixed
or  guaranteed,  and an  investment  in a Fund  is not  insured  or  guaranteed.
Accordingly,  yield information may not necessarily be used to compare shares of
a Fund with investment alternatives which, like money market instruments or bank
accounts, may provide a fixed rate of interest.  Also, it may not be appropriate
to compare a Fund's yield information directly to similar information  regarding
investment alternatives which are insured or guaranteed.

Standardized yields for the Funds used in advertising are computed by dividing a
Fund's  dividends and interest earned (in accordance with specific  standardized
rules) for a given 30 days or one month period, net of expenses,  by the average
number of shares entitled to receive  distributions during the period,  dividing
this figure by the Fund's net asset value per share at the end of the period and
annualizing  the  result  (assuming  compounding  of income in  accordance  with
specific standardized rules) in order to arrive at an annual percentage rate.

Income calculated for the purpose of determining each Fund's  standardized yield
differs from income as determined for other accounting purposes.  Because of the
different  accounting  methods used, and because of the  compounding  assumed in
yield  calculations,  the yield  quoted for a Fund may  differ  from the rate of
distribution  the Fund paid over the same period or the rate of income  reported
in the Fund's financial statements.

TOTAL RETURN CALCULATIONS
Standardized  total returns quoted in advertising and sales  literature  reflect
all aspects of a Fund's return,  including the effect of  reinvesting  dividends
and  capital  gain  distributions,  any change in the Fund's net asset value per
share over the period and maximum sales charge, if any,  applicable to purchases
of the Fund's shares.  Average annual total returns are calculated,  through the
use of a formula  prescribed by the SEC, by determining the growth or decline in
value of a  hypothetical  historical  investment in a Fund over a stated period,
and then  calculating  the annually  compounded  percentage rate that would have
produced  the same  result if the rate of growth  or  decline  in value had been
constant  over the period.  For example,  a  cumulative  return of 100% over ten
years  would  produce an  average  annual  return of 7.18%,  which is the steady
annual rate that would equal 100% growth on a compounded basis in ten years. The
average annual total return is computed separately for each class of shares of a
Fund.  While  average  annual  returns  are  a  convenient  means  of  comparing
investment  alternatives,  investors  should realize that the performance is not
constant  over time but  changes  from  year to year,  and that  average  annual
returns  represent  averaged  figures  as  opposed  to the  actual  year-to-year
performance of the Funds.

Average  annual  total  return is  calculated  by  finding  the  average  annual
compounded  rates of  return of a  hypothetical  investment,  over such  periods
according to the following formula:

         P(1+T)n = ERV

         Where:
                  P       = a  hypothetical  initial  payment  of  $1,000
                  T       = average annual total return
                  n       = number of years
                  ERV     = ending  redeemable  value:  ERV is the value, at the
                          end of the applicable period, of a hypothetical $1,000
                          payment made at the beginning of the applicable period


                                       23
<PAGE>


In  addition  to  average  annual  returns,  each Fund may quote  unaveraged  or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Total returns may be broken down into their components of
income and capital (including capital gains and changes in share price) in order
to illustrate the relationship of these factors and their contributions to total
return. Total returns,  yields, and other performance  information may be quoted
numerically or in a table, graph, or similar  illustration.  Period total return
is calculated according to the following formula:

         PT = (ERV/P-1)

         Where:
                  PT = period total return
                  The other definitions are the same as in average annual  total
                  return above

CORE AND GATEWAY PERFORMANCE
When a Fund  invests  all of its  investable  assets in a  Portfolio  that has a
performance  history prior to the  investment by the Fund,  the Fund will assume
the  performance  history of the  Portfolio.  That  history  may be  restated to
reflect the estimated expenses of the Fund.

OTHER ADVERTISEMENT MATTERS
The Funds may advertise other forms of performance.  For example,  the Funds may
quote unaveraged or cumulative total returns  reflecting the change in the value
of an investment  over a stated  period.  Average  annual and  cumulative  total
returns  may be  quoted  as a  percentage  or as a  dollar  amount,  and  may be
calculated for a single  investment,  a series of investments and/or a series of
redemptions  over any time period.  Total  returns may be broken down into their
components of income and capital  (including  capital gains and changes in share
price)  in order to  illustrate  the  relationship  of these  factors  and their
contributions  to total return.  Any  performance  information  may be presented
numerically or in a table, graph or similar illustration.

The  Funds  may  also  include  various  information  in  their   advertisements
including,  but not limited to: (1) portfolio holdings and portfolio  allocation
as of certain dates,  such as portfolio  diversification  by instrument type, by
instrument,   by  location  of  issuer  or  by  maturity;   (2)   statements  or
illustrations  relating to the  appropriateness  of types of  securities  and/or
mutual  funds that may be employed by an  investor  to meet  specific  financial
goals,  such  as  funding  retirement,   paying  for  children's  education  and
financially  supporting  aging parents;  (3) information  (including  charts and
illustrations)  showing the effects of compounding interest  (compounding is the
process of earning  interest on principal plus interest that was earned earlier;
interest can be compounded at different intervals, such as annually, quartile or
daily); (4) information relating to inflation and its effects on the dollar; for
example,  after  ten years  the  purchasing  power of  $25,000  would  shrink to
$16,621,  $14,968,  $13,465 and  $12,100,  respectively,  if the annual rates of
inflation were 4%, 5%, 6% and 7%,  respectively;  (5) information  regarding the
effects of automatic investment and systematic  withdrawal plans,  including the
principal of dollar cost averaging;  (6)  descriptions  of the Funds'  portfolio
managers and the portfolio  management staff of the Advisers or summaries of the
views of the portfolio managers with respect to the financial  markets;  (7) the
results of a  hypothetical  investment  in a Fund over a given  number of years,
including the amount that the investment would be at the end of the period;  (8)
the effects of earning  Federally and, if applicable,  state  tax-exempt  income
from a Fund or  investing  in a  tax-deferred  account,  such  as an  individual
retirement  account or Section 401(k) pension plan; and (9) the net asset value,
net assets or number of shareholders of a Fund as of one or more dates.

As an example of compounding,  $1,000 compounded  annually at 9.00% will grow to
$1,090 at the end of the first year (an  increase  in $90) and $1,118 at the end
of the second year (an increase in $98). The extra $8 that was earned on the $90
interest  from the first year is the compound  interest.  One  thousand  dollars
compounded  annually  at 9.00%  will  grow to $2,367 at the end of ten years and
$5,604 at the end of 20 years. Other examples of compounding are as follows:  at
7% and 12% annually, $1,000 will grow to $1,967 and $3,106, respectively, at the
end of ten years  and  $3,870  and  $9,646,  respectively,  at the end of twenty
years. These examples are for illustrative  purposes only and are not indicative
of any Fund's performance.


                                       24
<PAGE>


The  Funds  may  advertise   information  regarding  the  effects  of  automatic
investment and systematic  withdrawal  plans,  including the principal of dollar
cost averaging.  In a dollar cost averaging program, an investor invests a fixed
dollar amount in a Fund at period  intervals,  thereby  purchasing  fewer shares
when prices are high and more shares when prices are low.  While such a strategy
does not  insure a profit or guard  against a loss in a  declining  market,  the
investor's  average cost per share can be lower than if fixed  numbers of shares
had been  purchased at those  intervals.  In evaluating  such a plan,  investors
should consider their ability to continue  purchasing  shares through periods of
low price levels. For example,  if an investor invests $100 a month for a period
of six months in a Fund the following will be the  relationship  between average
cost per share ($14.35 in the example given) and average price per share:

<TABLE>
               <S>                       <C>                           <C>                     <C>

                                       SYSTEMATIC                    SHARE                    SHARES
               PERIOD                  INVESTMENT                    PRICE                   PURCHASED
               ------                  ----------                    -----                   ---------
                  1                       $100                        $10                      10.00
                  2                       $100                        $12                      8.33
                  3                       $100                        $15                      6.67
                  4                       $100                        $20                      5.00
                  5                       $100                        $18                      5.56
                  6                       $100                        $16                      6.25
                            Total Invested $600      Average Price $15.17        Total Shares 41.81

</TABLE>

In  connection  with its  advertisements  each  Fund may  provide  "shareholders
letters" which serve to provide  shareholders or investors an introduction  into
the Fund's,  the Trust's or any of the Trust's  service  provider's  policies or
business practices. For instance,  advertisements may provide for a message from
Norwest or its parent  corporation  that Norwest has for more than 60 years been
committed to quality products and outstanding service to assist its customers in
meeting  their  financial  goals and  setting  forth the  reasons  that  Norwest
believes that it has been successful as a national financial services firm.

6.       MANAGEMENT

The officers and Trustees of the Trust may be  directors,  officers or employees
of (and  persons  providing  services  to the  Trust  may  include)  Forum,  its
affiliates or certain non-banking affiliates of Norwest.

TRUSTEES AND OFFICERS

TRUSTEES AND  OFFICERS OF THE TRUST.  The Trustees and officers of the Trust age
and their principal  occupations during the past five years are set forth below.
Each Trustee who is an  "interested  person" (as defined by the 1940 Act) of the
Trust is indicated by an asterisk.

JOHN Y. KEFFER, Chairman and President,* Age  57.

          President  and Owner,  Forum  Financial  Services,  Inc. (a registered
          broker-dealer),   Forum  Administrative  Services,  Limited  Liability
          Company  (a mutual  fund  administrator),  Forum  Financial  Corp.  (a
          registered  transfer  agent),  and other  companies  within  the Forum
          Financial Group of companies. Mr. Keffer is a Director, Trustee and/or
          officer of various  registered  investment  companies  for which Forum
          Financial  Services,   Inc.  or  its  affiliates  serves  as  manager,
          administrator  or  distributor.  His address is Two  Portland  Square,
          Portland, Maine 04101.

ROBERT C. BROWN, Trustee,* Age  68.

          Former Director Federal Farm Credit Banks Funding Corporation and Farm
          Credit System Financial Assistance Corporation  (1993-March 1999). His
          address is 5038 Kestral Parkway South, Sarasota, Florida 34231.


                                       25
<PAGE>


DONALD H. BURKHARDT, Trustee, Age  73.

          Principal of The Burkhardt  Law Firm.  His address is 777 South Steele
          Street, Denver, Colorado 80209.

JAMES C. HARRIS, Trustee, Age  79.

          President  and  sole  Director  of  James C.  Harris  & Co.,  Inc.  (a
          financial  consulting firm). Mr. Harris is also a liquidating  trustee
          and former  Director of First Midwest  Corporation  (a small  business
          investment  company).   His  address  is  6950  France  Avenue  South,
          Minneapolis, Minnesota 55435.

RICHARD M. LEACH, Trustee, Age  66.

          President of Richard M. Leach Associates (a financial consulting firm)
          since 1992.  Prior  thereto,  Mr.  Leach was Senior  Adviser of Taylor
          Investments  (a  registered   investment   adviser),   a  Director  of
          Mountainview  Broadcasting (a radio station) and Managing  Director of
          Digital   Techniques,   Inc.   (an   interactive   video   design  and
          manufacturing  company). His address is P.O. Box 1888, New London, New
          Hampshire 03257.

JOHN S. MCCUNE,* Trustee, Age  54.

          President,   Norwest  Investment   Services,   Inc.  (a  broker-dealer
          subsidiary  of Norwest  bank) His  address  is 608 2nd  Avenue  South,
          Minneapolis, Minnesota 55479.

TIMOTHY J. PENNY, Trustee, Age  47.

          Senior  Counselor to the public  relations firm of Himle-Horner  since
          January 1995 and Senior Fellow at the Humphrey Institute, Minneapolis,
          Minnesota (a public policy  organization)  since  January 1995.  Prior
          thereto Mr. Penny was the Representative to the United States Congress
          from  Minnesota's  First  Congressional  District.  His address is 500
          North State Street, Waseca, Minnesota 56095.

DONALD C. WILLEKE, Trustee, Age  59.

          Principal  of the law firm of  Willeke & Daniels.  His  address is 201
          Ridgewood Avenue, Minneapolis, Minnesota 55403.

SARA M. MORRIS, Vice President and Treasurer, Age  36.

          Managing Director,  Forum Financial Services, Inc., with which she has
          been  associated  since  1994.  Prior  thereto,  from 1991 to 1994 Ms.
          Morris was Controller of Wright Express Corporation (a national credit
          card company) and for six years prior thereto was employed at Deloitte
          & Touche  LLP as an  accountant.  Ms.  Morris  is also an  officer  of
          various registered investment companies for which Forum Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  Her address is Two Portland Square,
          Portland, Maine 04101.

DAVID I. GOLDSTEIN, Vice President and Secretary, Age  38.

          Managing Director and General Counsel, Forum Financial Services, Inc.,
          with which he has been associated since 1991. Mr. Goldstein is also an
          officer of various  registered  investment  companies  for which Forum
          Administrative  Services, LLC or Forum Financial Services, Inc. serves
          as  manager,  administrator  and/or  distributor.  His  address is Two
          Portland Square, Portland, Maine 04101.


                                       26
<PAGE>


THOMAS G. SHEEHAN, Vice President and Assistant Secretary, Age  45.

          Managing Director and Counsel,  Forum Financial  Services,  Inc., with
          which he has been associated  since 1993.  Prior thereto,  Mr. Sheehan
          was Special  Counsel to the Division of  Investment  Management of the
          SEC. Mr. Sheehan is also an officer of various  registered  investment
          companies  for  which  Forum  Administrative  Services,  LLC or  Forum
          Financial  Services,  Inc.  serves as  manager,  administrator  and/or
          distributor.  His  address is Two  Portland  Square,  Portland,  Maine
          04101.

PAMELA J. WHEATON, Assistant Treasurer, Age  40.

          Manager - Tax and Compliance Group,  Forum Financial  Services,  Inc.,
          with which she has been associated  since 1989. Ms. Wheaton is also an
          officer of various  registered  investment  companies  for which Forum
          Administrative  Services, LLC or Forum Financial Services, Inc. serves
          as  manager,  administrator  and/or  distributor.  Her  address is Two
          Portland Square, Portland, Maine 04101.

DON L. EVANS, Assistant Secretary, Age  51.

          Assistant Counsel,  Forum Financial Services,  Inc., with which he has
          been associated  since 1995.  Prior thereto,  Mr. Evans was associated
          with the law firm of Bisk & Lutz and prior thereto was associated with
          the law firm of Weiner &  Strother.  Mr.  Evans is also an  officer of
          various registered investment companies for which Forum Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  His address is Two Portland Square,
          Portland, Maine.

COMPENSATION OF TRUSTEES AND OFFICERS OF THE TRUST. Each Trustee of the Trust is
paid a quarterly  retainer fee of $6,000, for the Trustee's service to the Trust
and  to  Norwest  Select  Funds,  a  separate   registered  open-end  management
investment company for which each Trustee serves as trustee.  In addition,  each
Trustee is paid $3,000 for each regular Board meeting attended except the annual
meeting,  for  which  each  Trustee  is paid  $5,000  (whether  in  person or by
electronic communication) and is paid $1,000 for each Committee meeting attended
on a date when a Board  meeting is not held.  Trustees are also  reimbursed  for
travel and related expenses incurred in attending meetings of the Board. Messrs.
Keffer and McCune  received no  compensation  for their services as Trustees for
the past year or reimbursement for their associated  expenses.  In addition,  no
officer of the Trust is compensated by the Trust.

Mr.  Burkhardt,  Chairman  of  the  Trust's  and  Norwest  Select  Funds'  audit
committees,  receives  additional  compensation  of  $8,000  from the  Trust and
Norwest  Select Funds  allocated  pro rata between the Trust and Norwest  Select
Funds based upon relative net assets, for his services as Chairman. Each Trustee
was elected by shareholders on April 30, 1997.

The following table provides the aggregate  compensation paid to the Trustees of
the Trust by the Trust and Norwest Select Funds, combined.  Norwest Select Funds
have a December  31 fiscal year end.  Information  is  presented  for the twelve
month  period  ended May 31,  1999,  which was the fiscal year end of all of the
Trust's portfolios.

<TABLE>
          <S>                                            <C>                          <C>

                                                                             TOTAL COMPENSATION FROM
                                                     TOTAL COMPENSATION       THE TRUST AND NORWEST
                                                       FROM THE TRUST             SELECT FUNDS

         Mr. Brown                                        $37,770                    $38,000
         Mr. Burkhardt                                    $45,722                    $46,000
         Mr. Harris                                       $31,802                    $32,000
         Mr. Leach                                        $37,770                    $38,000
         Mr. Penny                                        $37,770                    $38,000
         Mr. Willeke                                      $37,770                    $38,000

</TABLE>


                                       27
<PAGE>


Neither the Trust nor Norwest  Select  Funds has adopted any form of  retirement
plan  covering  Trustees or officers.  For the twelve month period ended May 31,
1999 total expenses of the Trustees  (other than Messrs.  Keffer and McCune) was
$38,958and total expenses of the trustees of Norwest Select Funds was $444.

As of October 1, 1999,  the Trustees and officers of the Trust in the  aggregate
owned less than 1% of the outstanding shares of the Funds.

TRUSTEES AND OFFICERS OF CORE TRUST.  The Trustees and officers of the Trust and
their principal occupations during the past five years are set forth below. Each
Trustee who is an "interested  person" (as defined by the 1940 Act) of the Trust
is indicated by an asterisk.

JOHN Y. KEFFER*, Chairman and President (Age 57).

          President,  Forum Financial  Group,  LLC (mutual fund services company
          holding company).  Mr. Keffer is a Trustee/Director  and/or officer of
          various  registered  investment  companies  for which Forum  Financial
          Services,  Inc. serves as manager,  administrator  and/or distributor.
          His address is Two Portland Square, Portland, Maine 04101.

COSTAS AZARIADIS, Trustee (Age 56).

          Professor of Economics,  University of California,  Los Angeles, since
          July 1992. Prior thereto,  Dr. Azariadis was Professor of Economics at
          the  University  of   Pennsylvania.   His  address  is  Department  of
          Economics,  University of California, Los Angeles, 405 Hilgard Avenue,
          Los Angeles, California 90024.

JAMES C. CHENG, Trustee (Age 57).

          President,  Technology  Marketing  Associates (a marketing company for
          small and medium size  businesses  in New England)  since 1991.  Prior
          thereto, Mr. Cheng was President of Network Dynamics, Inc. (a software
          development  company).  His address is 27 Temple Street,  Belmont,  MA
          02718.

J. MICHAEL PARISH, Trustee (Age 56).

          Partner at the law firm of Reid & Priest L.L.P.  since 1995. From 1989
          to 1995, he was a partner at Winthrop,  Stimson, Putnam & Roberts. His
          address is 40 West 57th Street, New York, New York 10019.

 STACEY HONG, Treasurer (Age 33)

          Director,  Fund Accounting,  Forum Financial Group, LLC, with which he
          has been associated  since April 1992.  Prior thereto,  Mr. Hong was a
          Senior  Accountant at Ernst & Young,  LLP. His address is Two Portland
          Square, Portland, Maine 04101.

THOMAS G. SHEEHAN, Vice President (Age 45).

          Managing  Director,  Forum Financial Group, LLC with which he has been
          associated since October 1993. Prior thereto,  Mr. Sheehan was Special
          Counsel to the  Division  of  Investment  Management  of the SEC.  Mr.
          Sheehan  also  serves as an  officer  of other  registered  investment
          companies  for which the various  Forum  Financial  Group of Companies
          provides services. His address is Two Portland Square, Portland, Maine
          04101.

DAVID I. GOLDSTEIN, Secretary (Age 38).

          General  Counsel,  Forum Financial Group , LLC, with which he has been
          associated  since 1991.  Prior thereto,  Mr.  Goldstein was associated
          with the law firm of  Kirkpatrick  & Lockhart,  LLP. Mr.  Goldstein is
          also an officer of various registered  investment  companies for which
          Forum Financial Services, Inc. serves as manager, administrator and/or
          distributor.  His  address is Two  Portland  Square,  Portland,  Maine
          04101.


                                       28
<PAGE>


LESLIE K. KLENK,  Secretary (Age 34)

          Counsel, Forum Financial Group, LLC with which she has been associated
          since April 1998.  Prior  thereto,  Ms. Klenk was Vice  President  and
          Associate  General  Counsel of Smith Barney Inc. Ms. Klenk also serves
          as an officer of other registered  investment  companies for which the
          various Forum  Financial  Group of Companies  provides  services.  Her
          address is Two Portland Square, Portland, Maine 04101.

DON L. EVANs, Assistant Secretary (Age 51)

          Counsel,  Forum  Financial  Services,  Inc.,  with  which  he has been
          associated  since 1995.  Prior thereto,  Mr. Evans was associated with
          the law firm of Bisk & Lutz and prior thereto was associated  with the
          law firm of Weiner & Strother. Mr. Evans is also an officer of various
          registered   investment   companies  for  which  Forum  Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  His address is Two Portland Square,
          Portland, Maine.

PAMELA STUTCH, Assistant Secretary (Age 31)

          Senior Fund Specialist,  Forum Financial Group, LLC with which she has
          been  associated  since May 1998.  Prior thereto,  Ms. Stutch attended
          Temple  University School of Law and graduated in 1997. Ms. Stutch was
          also a legal intern for the Maine Department of the Attorney  General.
          Ms.  Stutch also serves as an officer of other  registered  investment
          companies  for which the various  Forum  Financial  Group of Companies
          provides services. Her address is Two Portland Square, Portland, Maine
          04101.

*        Interested Trustee of the Trust within the meaning of the 1940 Act.

INVESTMENT ADVISORY SERVICES
GENERAL.  Table 1 in Appendix B shows, with respect to each Fund, the Fund's pro
rata share of the  dollar  amount of the  investment  advisory  fees  payable to
Norwest  by the  Portfolio  in which  the Fund  invests  under  the  Portfolio's
Investment Advisory  Agreement.  The table also shows the amount of the fee that
was waived by Norwest, if any, and the actual fee received by Norwest.

All investment  advisory fees are accrued daily and paid monthly.  Each Adviser,
in its sole discretion, may waive or continue to waive all or any portion of its
investment  advisory  fees.  The advisory fee for each Portfolio is based on the
average  daily net assets of the  Portfolio at the annual rate  disclosed in the
Fund's  prospectus.  To the  extent  that a Fund  invests  in a  Portfolio,  the
advisory fee paid by the Fund will be with respect to the Portfolio for advisory
services rendered at the Portfolio level.

In addition to receiving its advisory fee from the  Portfolios,  each Adviser or
its affiliates may act and be compensated as investment  manager for its clients
with  respect to assets  which are  invested  in a Fund.  In some  instances  an
Adviser or its affiliates may elect to credit against any investment management,
custodial  or other fee  received  from,  or rebate  to, a client  who is also a
shareholder  in a Fund an amount equal to all or a portion of the fees  received
by the Adviser or any of its  affiliates  from a Portfolio  with  respect to the
client's assets invested in the Portfolio.

NORWEST INVESTMENT  MANAGEMENT.  Subject to the general  supervision of the Core
Board,  Norwest makes  investment  decisions for Disciplined  Growth  Portfolio,
Small Cap Value  Portfolio and Strategic  Value Bond Portfolio and  continuously
oversees  the  investment  decisions  of the  Subadvisers  of those  Portfolios.
Norwest  furnishes  at  its  expense  all  services,  facilities  and  personnel
necessary in connection with managing each Portfolio's investments and effecting
portfolio  transactions  for  each  Portfolio.   Under  an  Investment  Advisory
Agreement  between Norwest and Core Trust on behalf of the  Portfolios,  Norwest
may delegate its  responsibilities to any investment  subadviser approved by the
Board and, as applicable,  interestholders,  with respect to all or a portion of


                                       29
<PAGE>


the assets of the Portfolios. The Investment Advisory Agreement will continue in
effect only if such  continuance is  specifically  approved at least annually by
the Core Trust Board or by vote of the interestholders, and in either case, by a
majority  of the  trustees  who are not  interested  persons of any party to the
Investment Advisory Agreement,  at a meeting called for the purpose of voting on
the Investment Advisory Agreement.

The Investment  Advisory Agreement is terminable without penalty with respect to
a  Portfolio  on 60 days'  written  notice:  (1) by the  Board or by a vote of a
majority of the outstanding voting securities of the Portfolio to the Adviser or
(2) by the  Adviser on 60 days'  written  notice to Core Trust.  The  Investment
Advisory  Agreement shall  terminate upon  assignment.  The Investment  Advisory
Agreement also provides that,  with respect to the  Portfolios,  neither Norwest
nor its  personnel  shall be liable for any  mistake of judgment or in any event
whatsoever,  except  for  lack of  good  faith,  provided  that  nothing  in the
Investment  Advisory  Agreements  shall be  deemed to  protect,  or  purport  to
protect,  the Adviser against  liability by reason of willful  misfeasance,  bad
faith or gross negligence in the performance of Norwest's duties or by reason of
reckless  disregard of its obligations and duties under the Investment  Advisory
Agreement.  The Investment  Advisory  Agreement provides that Norwest may render
services to others.

Norwest,  which is located  at  Norwest  Center,  Sixth  Street  and  Marquette,
Minneapolis,  Minnesota 55479, is an indirect subsidiary of Norwest Corporation,
a multi-bank holding company that was incorporated under the laws of Delaware in
1929. Norwest Corporation currently has assets in excess of $83 billion. Norwest
and its affiliates  currently manage assets with a value of approximately  $52.9
billion.  Norwest  Corporation and Wells Fargo & Company,  the parent company of
Wells Fargo Bank,  have signed a definitive  agreement  to merge.  The merger is
subject to certain regulatory  approvals and must be approved by shareholders of
both holding companies. The merger is expected to close in the fourth quarter of
1998.

DORMANT INVESTMENT  ADVISORY  ARRANGEMENTS.  Norwest also has been retained as a
"dormant" or "backup"  investment adviser to each Fund. The Investment  Advisory
Agreement  between  Norwest and the Trust on behalf of the Funds is identical to
the Investment  Advisory  Agreement  between Core Trust and Norwest on behalf of
the Portfolios of Core Trust,  except for the fees payable thereunder (no fee is
payable  to the  extent  that a Fund  is  invested  in a  Portfolio  or  another
investment company) and certain immaterial matters.

SUBADVISERS.  As set  forth  in the  Prospectus,  Norwest  and Core  Trust  have
retained  the  services  of  Galliard  and  Peregrine   pursuant  to  Investment
Subadvisory  Agreements to assist Norwest in carrying out its  obligations  with
respect to Strategic  Value Bond  Portfolio,  Disciplined  Growth  Portfolio and
Small Cap Value  Portfolio.  Norwest pays a fee to each such  Subadviser for the
investment  subadvisory  services provided to each Portfolio by that Subadviser.
These  fees  do  not  increase  the  fees  paid  by the  interestholders  of the
Portfolios.  The amount of the fees paid by Norwest to each  Subadviser may vary
from  time to time as a result  of  periodic  negotiations  with the  Subadviser
regarding  matters  such as the nature and extent of the  services  (other  than
investment selection and order placement activities) provided by the Subadviser,
the cost and  complexity of providing  services,  the  investment  record of the
Subadviser  in  managing  the  Portfolio  and the  nature and  magnitude  of the
expenses  incurred by the Subadviser in managing the  Portfolio's  assets and by
Norwest in overseeing the Portfolio.

Norwest has entered into a dormant  Investment  Subadvisory  Agreement with each
Subadviser  on  behalf  of each  Fund that  invests  its  assets in a  Portfolio
subadvised by that Subadviser. With respect to each Subadviser, the terms of the
Investment  Subadvisory Agreement between Core Trust, Norwest and the Subadviser
and the dormant Investment  Subadvisory Agreement between the Trust, Norwest and
the Subadviser are identical, except with respect to the fees payable (no fee is
payable under the Investment  Subadvisory  Agreements  with respect to a Fund to
the extent  that the Fund is  invested  in an  investment  company)  and certain
immaterial matters.

Norwest  performs  internal due diligence on each  Subadviser  and monitors each
Subadviser's  performance using its proprietary investment adviser selection and
monitoring  process.  Norwest will be responsible for communicating  performance
targets and evaluations to Subadvisers, supervising each Subadviser's compliance
with fundamental investment objectives and policies,  authorizing Subadvisers to
engage in certain  investment  techniques,  and  recommending  to the Core Board
whether  investment  subadvisory  agreements  should  be  renewed,  modified  or
terminated.  Norwest  also may from time to time  recommend  that the Core Board


                                       30
<PAGE>


replace one or more Subadvisers or appoint additional Subadvisers,  depending on
Norwest's  assessment  of what  combination  of  Subadvisers  it  believes  will
optimize each Portfolio's chances of achieving its investment objectives.

GALLIARD  CAPITAL  MANAGEMENT,  INC.  To  assist  Norwest  in  carrying  out its
obligations  under the Investment  Advisory  Agreement with Strategic Value Bond
Portfolio,  Norwest has entered into an Investment  Subadvisory  Agreement  with
Galliard,  located at 800 LaSalle  Avenue,  Suite 2060,  Minneapolis,  Minnesota
55479.  Galliard specializes in fixed income management.  Galliard is registered
with the SEC as an investment adviser and is an investment  advisory  subsidiary
of  Norwest  Bank.  The firm  manages  assets on the  premise  that  outstanding
performance  is achieved  through  fundamental  security  analysis and strategic
portfolio diversification.  As of June 30, 1998, Galliard had approximately $3.8
billion in assets under management.

Pursuant to the Investment  Subadvisory  Agreement,  Galliard  makes  investment
decisions for the Portfolio and continuously reviews, supervises and administers
the Portfolio's  investment program with respect to that portion, if any, of the
Portfolio's portfolio that Norwest believes should be invested using Galliard as
a subadviser.  Currently, Galliard manages the entire portfolio of the Portfolio
and has done so since the Portfolio's inception. Galliard is required to furnish
at  its  own  expense  all  services,  facilities  and  personnel  necessary  in
connection with managing of the Portfolio's  investments and effecting portfolio
transactions for the Portfolio (to the extent of Norwest's delegation).  Norwest
supervises  the   performance  of  Galliard   including  its  adherence  to  the
Portfolio's  investment  objectives and policies and pays Galliard a fee for its
investment  management  services.  As of October 1, 1998, for its services under
the Investment Subadvisory Agreement,  Norwest pays Galliard a fee based on each
Portfolio's average daily net assets at an annual rate of 0.50%.

The  Investment  Subadvisory  Agreement  will  continue  in effect  only if such
continuance is specifically approved at least annually: (1) by the Core Board or
by vote of a majority of the  outstanding  voting  securities of the  Portfolio,
and, in either case; (2) by a majority of the Core Trust's  trustees who are not
parties to the  Investment  Subadvisory  Agreement or interested  persons of any
such party (other than as trustees of the Core Trust),  at a meeting  called for
the purpose of voting on the Investment Subadvisory Agreement; provided further,
however, that if the Investment Subadvisory Agreement or the continuation of the
Agreement  is not  approved,  the  Subadviser  may  continue  to  render  to the
Portfolio the services described in the Investment  Subadvisory Agreement in the
manner and to the extent permitted by the 1940 Act and the rules and regulations
thereunder.

The Investment  Subadvisory Agreement is terminable without penalty with respect
to the Portfolio on 60 days' written notice when  authorized  either by majority
vote of the Fund's  shareholders or by the Core Board, or by Galliard on 60 days
written notice to Core Trust, and will  automatically  terminate in the event of
its assignment.  The Investment  Subadvisory  Agreement also provides that, with
respect to each  Portfolio,  neither  Galliard nor its personnel shall be liable
for any mistake of judgment or in any event whatsoever,  except for lack of good
faith,  provided  that  nothing  shall be deemed  to  protect  Galliard  against
liability by reason of willful misfeasance, bad faith or gross negligence in the
performance  of  Galliard's  duties or by reason of  reckless  disregard  of its
obligations  and  duties  under  the  Investment  Subadvisory   Agreement.   The
Investment  Subadvisory  Agreement provides that Galliard may render services to
others.

SMITH  ASSET  MANAGEMENT  GROUP,  L.P.  To assist  Norwest in  carrying  out its
obligations  under the Investment  Advisory  Agreement with  Disciplined  Growth
Portfolio and Small Cap Value Portfolio,  Norwest has entered into an Investment
Subadvisory  Agreement  with Smith,  located at 500 Crescent  Court,  Suite 250,
Dallas,  Texas. Smith is registered with the SEC as an investment adviser and is
an investment  advisory  affiliate of Norwest Bank.  Smith  provides  investment
management services to company retirement plans, foundations,  endowments, trust
companies, and high net worth individuals.  As of June 30, 1998, the Smith Group
managed over $634 million in assets.

Pursuant  to  the  Investment  Subadvisory  Agreement,  Smith  makes  investment
decisions for each of the Portfolios and  continuously  reviews,  supervises and
administers each Portfolio's investment program with respect to that portion, if
any, of the Portfolio's portfolio that Norwest believes should be invested using
Smith as a  subadviser.  Smith is  required  to furnish at its own  expense  all
services, facilities and personnel necessary in connection with managing of each
Portfolio's  investments and effecting portfolio transactions for each Portfolio
(to the extent of Norwest's  delegation).  Currently,  Smith  manages the entire
investment  portfolio of each  Portfolio  and has done so since the  Portfolio's


                                       31
<PAGE>


inception.  Norwest  supervises the performance of Smith including its adherence
to the Portfolio's  investment  objectives and policies and pays Smith a fee for
its  investment  management  services.  As of October 1, 1998,  for its services
under the Investment  Subadvisory  Agreement,  Norwest pays Smith a fee based on
Disciplined Growth Portfolio's and Small Cap Value Portfolio's average daily net
assets at an annual rate of 0.35% and 0.45%, respectively.

The Investment  Subadvisory  Agreement will continue in effect with respect to a
Portfolio only if such  continuance is specifically  approved at least annually:
(1) by the Core Trust Board or by vote of a majority of the  outstanding  voting
securities of the Portfolios, and, in either case; (2) by a majority of the Core
Trust's trustees who are not parties to the Investment  Subadvisory Agreement or
interested persons of any such party (other than as trustees of the Core Trust),
at a meeting  called  for the  purpose of voting on the  Investment  Subadvisory
Agreements;  provided  further,  however,  that  if the  Investment  Subadvisory
Agreement or the  continuation of the Agreement is not approved,  the Subadviser
may  continue  to  render  to  each  Portfolio  the  services  described  in the
Investment  Subadvisory  Agreement in the manner and to the extent  permitted by
the 1940 Act and the rules and regulations thereunder.

The Investment  Subadvisory Agreement is terminable without penalty with respect
to a Portfolio on 60 days'  written  notice when  authorized  either by majority
vote of the Portfolio's  shareholders or by the Core Trust Board, or by Smith on
60 days' written notice to the Core Trust, and will  automatically  terminate in
the event of its assignment.  The Investment Subadvisory Agreement also provides
that, with respect to each  Portfolio,  neither Smith nor its personnel shall be
liable for any mistake of judgment or in any event  whatsoever,  except for lack
of good faith,  provided  that nothing  shall be deemed to protect Smith against
liability by reason of willful misfeasance, bad faith or gross negligence in the
performance  of  Smith's  duties  or by  reason  of  reckless  disregard  of its
obligations  and  duties  under  the  Investment  Subadvisory   Agreement.   The
Investment  Subadvisory  Agreements  provides that Smith may render  services to
others.

During the past 17 years,  Smith has  developed a proprietary  model  investment
style which utilizes the concept of earnings surprise to aid in successful stock
selection.  This proprietary  model,  known as the Earnings  Surprise  Predictor
("ESP") model, is based on the idea that companies  reporting  positive earnings
surprises have  consistently  outperformed  those companies  reporting  negative
earnings  surprises.  The ESP  model  works  on the  following  three-discipline
approach:  (1) Buy  Discipline  - buy based on an objective  strategy  driven by
earnings surprise;  (2) Portfolio Discipline - eliminate factors that may dilute
the positive  impact of earnings  surprise on return;  and (3) Sell Discipline -
sell  using  objective  criteria  to  eliminate  factors  that  cloud  judgment,
including emotion.

MANAGEMENT AND ADMINISTRATIVE SERVICES
MANAGEMENT  SERVICES.  Forum manages all aspects of the Trust's  operations with
respect  to each  Fund  except  those  which  are the  responsibility  of Forum,
Norwest,  any other  Adviser or Subadviser to a Fund, or Norwest in its capacity
as administrator pursuant to an investment  administration or similar agreement.
With respect to each Fund,  Forum has entered into a Management  Agreement  that
will continue in effect only if such  continuance  is  specifically  approved at
least  annually by the Board or by the  shareholders  and, in either case,  by a
majority  of the  Trustees  who are not  interested  persons of any party to the
Management Agreement.

On behalf of the Trust and with  respect to each Fund,  Forum:  (1) oversees (a)
the preparation  and maintenance by the Advisers and the Trust's  administrator,
custodian,  transfer agent, dividend disbursing agent and fund accountant (or if
appropriate,  prepares and maintains) in such form, for such periods and in such
locations as may be required by  applicable  law, of all  documents  and records
relating to the operation of the Trust  required to be prepared or maintained by
the Trust or its agents  pursuant to applicable law; (b) the  reconciliation  of
account  information and balances among the Advisers and the Trust's  custodian,
transfer  agent,  dividend  disbursing  agent  and  fund  accountant;   (c)  the
transmission of purchase and redemption orders for Shares;  (d) the notification
of the Advisers of available  funds for  investment;  and (e) the performance of
fund accounting, including the calculation of the net asset value per Share; (2)
oversees  the Trust's  receipt of the  services of persons  competent to perform
such  supervisory,  administrative  and clerical  functions as are  necessary to
provide  effective  operation  of the Trust;  (3) oversees  the  performance  of
administrative  and  professional  services  rendered  to the  Trust by  others,
including its  administrator,  custodian,  transfer agent,  dividend  disbursing
agent and fund  accountant,  as well as  accounting,  auditing,  legal and other


                                       32
<PAGE>


services  performed for the Trust;  (4) provides the Trust with adequate general
office space and  facilities and provides,  at the Trust's  request and expense,
persons  suitable to the Board to serve as officers of the Trust;  (5)  oversees
the  preparation  and the  printing  of the  periodic  updating  of the  Trust's
registration  statement,  Prospectuses  and SAIs,  the Trust's tax returns,  and
reports  to  its   shareholders,   the  SEC  and  state  and  other   securities
administrators; (6) oversees the preparation of proxy and information statements
and any other  communications  to shareholders;  (7) with the cooperation of the
Trust's counsel,  Advisers and other relevant parties,  oversees the preparation
and  dissemination  of  materials  for  meetings of the Board;  (8) oversees the
preparation,   filing  and  maintenance  of  the  Trust's  governing  documents,
including  the Trust  Instrument,  Bylaws and minutes of  meetings of  Trustees,
Board committees and  shareholders;  (9) oversees  registration and sale of Fund
shares, to ensure that such shares are properly and duly registered with the SEC
and  applicable  state and  other  securities  commissions;  (10)  oversees  the
calculation  of  performance  data for  dissemination  to  information  services
covering the  investment  company  industry,  sales  literature of the Trust and
other appropriate purposes; (11) oversees the determination of the amount of and
supervises the declaration of dividends and other  distributions to shareholders
as necessary to, among other things,  maintain the qualification of each Fund as
a regulated  investment  company  under the Internal  Revenue  Code of 1986,  as
amended, and oversees the preparation and distribution to appropriate parties of
notices  announcing  the  declaration  of dividends and other  distributions  to
shareholders;  (12) reviews and  negotiates on behalf of the Trust normal course
of business  contracts and agreements;  (13) maintains and reviews  periodically
the Trust's fidelity bond and errors and omission insurance  coverage;  and (14)
advises the Trust and the Board on matters concerning the Trust and its affairs.

The  Management  Agreement  terminates  automatically  if  assigned  and  may be
terminated  without  penalty  with  respect  to any Fund by vote of that  Fund's
shareholders or by either party on not more than 60 days' nor less than 30 days'
written  notice.  The Management  Agreement also provides that neither Forum nor
its personnel shall be liable for any error of judgment or mistake of law or for
any act or omission in the administration or management of the Trust, except for
willful misfeasance, bad faith or gross negligence in the performance of Forum's
or their  duties or by reason of reckless  disregard  of their  obligations  and
duties under the Management Agreement.

Pursuant to its agreement with the Trust,  Forum may  subcontract  any or all of
its duties to one or more  qualified  submanagers  who agree to comply  with the
terms of Forum's  Management  Agreement.  Forum may compensate  those agents for
their services;  however, no such compensation may increase the aggregate amount
of payments by the Trust to Forum pursuant to its Management  Agreement with the
Trust.

For its services,  Forum receives a fee equal to 0.025%  annually of the average
daily net assets of each Fund.

ADMINISTRATIVE SERVICES. FAdS manages all aspects of the Trust's operations with
respect  to each  Fund  except  those  which  are the  responsibility  of Forum,
Norwest,  or any other  Adviser  or  Subadviser  to a Fund,  or  Norwest  in its
capacity as administrator  pursuant to an investment  administration  or similar
agreement.  With respect to each Fund,  FAdS has entered into an  Administration
Agreement that will continue in effect only if such  continuance is specifically
approved at least  annually by the Board or by the  shareholders  and, in either
case, by a majority of the Trustees who are not interested  persons of any party
to the Management Agreement.

On behalf of the Trust and with  respect to each Fund,  FAdS:  (1)  provides the
Trust with, or arranges for the provision of, the services of persons  competent
to perform  such  supervisory,  administrative  and  clerical  functions  as are
necessary  to  provide  effective  operation  of the Trust;  (2)  assists in the
preparation  and  the  printing  and  the  periodic   updating  of  the  Trust's
registration  statement,  Prospectuses  and SAIs,  the Trust's tax returns,  and
reports  to  its   shareholders,   the  SEC  and  state  and  other   securities
administrators;  (3)  assists  in  the  preparation  of  proxy  and  information
statements  and any  other  communications  to  shareholders;  (4)  assists  the
Advisers in monitoring  Fund holdings for  compliance  with  Prospectus  and SAI
investment  restrictions  and  assists in  preparation  of  periodic  compliance
reports;  (5) with the  cooperation of the Trust's  counsel,  the Advisers,  the
officers  of the  Trust and  other  relevant  parties,  is  responsible  for the
preparation  and  dissemination  of materials for meetings of the Board;  (6) is
responsible  for  preparing,   filing  and  maintaining  the  Trust's  governing
documents,  including  the Trust  Instrument,  Bylaws and minutes of meetings of
Trustees, Board committees and shareholders;  (7) is responsible for maintaining
the Trust's  existence and good standing  under state law; (8) monitors sales of
shares and ensures that such shares are properly  and duly  registered  with the
SEC and applicable  state and other securities  commissions;  (9) is responsible


                                       33
<PAGE>


for the  calculation  of  performance  data  for  dissemination  to  information
services covering the investment company industry, sales literature of the Trust
and other appropriate purposes; and (10) is responsible for the determination of
the  amount  of  and   supervises   the   declaration  of  dividends  and  other
distributions to shareholders as necessary to, among other things,  maintain the
qualification of each Fund as a regulated  investment company under the Code, as
amended,  and prepares and distributes to appropriate parties notices announcing
the declaration of dividends and other distributions to shareholders.

The  Administration  Agreement  terminates  automatically if assigned and may be
terminated  without  penalty  with  respect  to any Fund by vote of that  Fund's
shareholders or by either party on not more than 60 days' nor less than 30 days'
written notice. The Administration Agreement also provides that neither FAdS nor
its personnel shall be liable for any error of judgment or mistake of law or for
any act or omission in the administration or management of the Trust, except for
willful misfeasance,  bad faith or gross negligence in the performance of FAdS's
or their  duties or by reason of reckless  disregard  of their  obligations  and
duties under the Administration Agreement.

Pursuant to its agreement with the Trust, FAdS may subcontract any or all of its
duties to one or more qualified  subadministrators  who agree to comply with the
terms of FAdS'  Administration  Agreement.  FAdS may compensate those agents for
their services;  however, no such compensation may increase the aggregate amount
of payments by the Trust to FAdS pursuant to its  Administration  Agreement with
the Trust.

For its services,  FAdS  receives a fee equal to 0.025%  annually of the average
daily net assets of each Fund.

As of August 31, 1999,  Forum and FAdS provided  management  and  administrative
services to registered investment companies and collective investment funds with
assets of approximately $___ billion.

Table 2 in Appendix B shows the dollar  amount of fees payable to Forum and FAdS
for management and  administrative  services with respect to each Fund (or class
thereof for those periods when multiple classes were outstanding), the amount of
fees that were waived by Forum and FAdS, if any, and the actual fees received by
Forum and FAdS.

PORTFOLIOS  OF CORE TRUST.  FAdS manages all aspects of Core Trust's  operations
with  respect  to the  Portfolios  of Core  Trust  except  those  which  are the
responsibility of Norwest. With respect to each Portfolio, FAdS has entered into
an  Administration   Agreement  that  will  continue  in  effect  only  if  such
continuance is  specifically  approved at least annually by the Core Trust Board
or by the  shareholders  and, in either case,  by a majority of the Trustees who
are not interested persons of any party to the Administration  Agreement.  Under
the Administration  Agreement, FAdS performs similar services for each Portfolio
as it and  Forum  perform  for the  Funds  under the  Management  Agreement  and
Administration  Agreement,  to the extent the  services  are  applicable  to the
Portfolios and their structure.

The  Administration  Agreement  provides  that FAdS  shall not be liable to Core
Trust or any of Core Trust's  interestholders for any action or inaction of FAdS
relating  to  any  event  whatsoever  in  the  absence  of  bad  faith,  willful
misfeasance  or  gross   negligence  in  the  performance  of  FAdS'  duties  or
obligations under the Agreement or by reason of FAdS' reckless  disregard of its
duties and obligations under this Agreement.

The  Administration  Agreement may be terminated  with respect to a Portfolio at
anytime,  without  the  payment of any penalty (i) by the Core Board on 60 days'
written notice to FAdS or (ii) by FAdS on 60 days' written notice to Core Trust.

For its  services  with  respect to each  Portfolio,  FAdS  receives a fee at an
annual rate of 0.05% of the Portfolio's average daily net assets.

DISTRIBUTION
Forum,  a registered  broker  dealer and member of the National  Association  of
Securities  Dealers,  Inc.,  also acts as distributor of the shares of the Fund.
Forum acts as the agent of the Trust in  connection  with the offering of shares
of the Funds on a "best  efforts"  basis  pursuant  to a  Distribution  Services
Agreement.


                                       34
<PAGE>


Under the Distribution  Services  Agreement,  the Trust has agreed to indemnify,
defend and hold Forum,  and any person who controls  Forum within the meaning of
Section  15 of the 1933 Act,  free and  harmless  from and  against  any and all
claims,  demands,  liabilities and expenses (including the cost of investigating
or defending such claims,  demands or liabilities  and any counsel fees incurred
in connection  therewith) which Forum or any such controlling  person may incur,
under the 1933 Act, or under  common law or  otherwise,  arising out of or based
upon any alleged  untrue  statement of a material fact  contained in the Trust's
Registration  Statement  or a  Fund's  Prospectus  or  Statement  of  Additional
Information  in effect from time to time under the 1933 Act or arising out of or
based upon any alleged  omission to state a material  fact required to be stated
in any one thereof or  necessary to make the  statements  in any one thereof not
misleading.  Forum is not, however, protected against any liability to the Trust
or its  shareholders  to which  Forum  would  otherwise  be subject by reason of
willful  misfeasance,  bad faith or gross  negligence in the  performance of its
duties, or by reason of Forum's reckless disregard of its obligations and duties
under the Distribution Services Agreement.

With respect to each Fund, the Distribution  Services Agreement will continue in
effect only if such  continuance is  specifically  approved at least annually by
the Board or by the  shareholders  and,  in either  case,  by a majority  of the
Trustees  who  are  not  parties  to  the  Distribution  Services  Agreement  or
interested persons of any such party.

The Distribution Services Agreement terminates  automatically if assigned.  With
respect to each Fund, the Distribution  Services  Agreement may be terminated at
any time  without  the  payment of any  penalty by the Board or by a vote of the
Fund's shareholders on 60 days' written notice to Forum; or by Forum on 60 days'
written notice to the Trust.

Forum also acts as placement agent for the Portfolios.

TRANSFER AGENT
Norwest Bank, Sixth Street and Marquette,  Minneapolis,  Minnesota 55479, serves
as transfer  agent and  dividend  disbursing  agent for the Funds.  The Transfer
Agent  maintains an account for each  shareholder  of the Funds,  performs other
transfer agency  functions and acts as dividend  disbursing agent for the Funds.
The Transfer Agent is permitted to subcontract  any or all of its functions with
to qualified agents.  The Transfer Agent is permitted to compensate those agents
for their services;  however,  that  compensation may not increase the aggregate
amount of payments by the Trust to the Transfer Agent.

The Transfer Agency  Agreement will continue in effect only if such  continuance
is  specifically  approved  at least  annually  by the Board or by a vote of the
shareholders  of the Trust and in either case by a majority of the  trustees who
are not parties to the Transfer  Agency  Agreement or interested  persons of any
such party, at a meeting called for the purpose of voting on the Transfer Agency
Agreement.

The  responsibilities  of the Transfer  Agent  include:  (1) answering  customer
inquiries  regarding  account status and history,  the manner in which purchases
and  redemptions of shares of the Fund may be effected and certain other matters
pertaining to the Fund;  (2) assisting  shareholders  in initiating and changing
account  designations  and  addresses;  (3)  providing  necessary  personnel and
facilities  to establish  and  maintain  shareholder  accounts and records;  (4)
assisting in processing purchase and redemption transactions and receiving wired
funds;  (5)  transmitting and receiving funds in connection with customer orders
to purchase or redeem shares; (6) verifying shareholder signatures in connection
with  changes  in the  registration  of  shareholder  accounts;  (7)  furnishing
periodic  statements  and  confirmations  of  purchases  and  redemptions;   (8)
transmitting   proxy   statements,   annual  reports,   prospectuses  and  other
communications from the Trust to its shareholders; (9) receiving, tabulating and
transmitting  to the Trust  proxies  executed by  shareholders  with  respect to
meetings of  shareholders  of the Trust;  and (10)  providing such other related
services as the Trust or a shareholder may request.

For its  services,  the Transfer  Agent  receives a fee computed  daily and paid
monthly from the Trust, with respect to each Fund, at an annual rate of 0.25% of
the Fund's average daily net assets attributable to each class of the Fund.


                                       35
<PAGE>


CUSTODIAN
Pursuant to a Custodian  Agreement,  Norwest Bank,  Sixth Street and  Marquette,
Minneapolis,  Minnesota  55479,  also serves as each Fund's and each Portfolio's
custodian and may appoint  subcustodians  for the foreign  securities  and other
assets  held in foreign  countries.  For its  custodial  service,  Norwest  Bank
receives an asset-based  fee with respect to each Portfolio at an annual rate of
0.02% of the first $100  million of the  Portfolio's  average  daily net assets,
0.015% of the next $100 million of the Portfolio's  average daily net assets and
0.01% of the Portfolio's remaining average daily net assets. The fee is computed
and paid monthly,  based on the number of portfolio transactions of the Fund and
the number of  securities  in the Fund's  portfolio  in  addition to the average
daily net assets of the Fund. No fee is directly payable by a Fund to the extent
the Fund is invested in a Portfolio.

The  custodian's  responsibilities  include  safeguarding  and  controlling  the
Trust's cash and securities,  determining income and collecting interest on Fund
investments.

Pursuant to rules  adopted  under the 1940 Act, a Fund may  maintain its foreign
securities  and cash in the  custody  of  certain  eligible  foreign  banks  and
securities  depositories.  Selection of these foreign custodial  institutions is
made by the Board upon consideration of a number of factors,  including (but not
limited to) the  reliability  and financial  stability of the  institution;  the
ability of the institution to perform capably  custodial  services for the Fund;
the  reputation of the  institution  in its national  market;  the political and
economic  stability  of the country in which the  institution  is  located;  and
possible risks of potential nationalization or expropriation of Fund assets. The
Custodian  employs  qualified  foreign  subcustodians  to provide custody of the
Funds foreign assets in accordance with applicable regulations.

No Fund will pay  custodian  fees to the  extent  the Fund  invests in shares of
another registered  investment company in accordance with Section 12(d)(1)(E) of
the 1940 Act. Each Fund so invested incurs,  however, its proportionate share of
the custodial fees of the Portfolio in which it invests.

PORTFOLIO ACCOUNTING
FAcS, an affiliate of Forum,  performs  portfolio  accounting  services for each
Fund pursuant to a Fund Accounting Agreement with the Trust. The Fund Accounting
Agreement  will  continue in effect  only if such  continuance  is  specifically
approved at least annually by the Board or by a vote of the  shareholders of the
Trust and in either  case by a majority of the  Trustees  who are not parties to
the Fund  Accounting  Agreement or  interested  persons of any such party,  at a
meeting called for the purpose of voting on the Fund Accounting Agreement.

Under the Fund  Accounting  Agreement,  FAcS  prepares and  maintains  books and
records of each Fund on behalf of the Trust that are  required to be  maintained
under the 1940 Act,  calculates  the net asset value per share of each Fund (and
class  thereof)  and  dividends  and capital  gain  distributions  and  prepares
periodic  reports to shareholders  and the SEC. For its services,  FAcS receives
from the Trust with respect to each Fund a fee of $1,000 per month plus for each
additional  class of the Fund above one $1,000 per month.  In addition,  FAcS is
paid  additional  surcharges  for each of the  following:  (1) Funds  with asset
levels  exceeding $100 million - $500/month,  Funds with asset levels  exceeding
$250 million -  $1000/month,  Funds with asset levels  exceeding  $500 million -
$1,500/month,  Funds with asset levels  exceeding $1,000 million - $2,000/month;
(2) Funds requiring  international  custody - $1,000/month;  (3) Funds with more
than 30 international positions - $1,000/month;  (4) Funds with more than 25% of
net assets invested in asset backed  securities - $1,000/month,  Funds with more
than 50% of net assets invested in asset backed  securities - $2,000/month;  (5)
Funds with more than 100 security positions - $1,000/month; and (7) Funds with a
monthly portfolio turnover rate of 10% or greater - $1,000/month.

FAcS  receives  from the Trust with  respect to each Fund that invests in a Core
and Gateway  Structure a standard  gateway fee of $1,000 per month plus for each
additional class of the Fund above one - $1,000 per month.  FAcS also receives a
fee of $2,000 per month for each Fund investing in a Core and Gateway  Structure
pursuant to Section  12(d)(1)(E)  of the 1940 Act that  invests in more than one
security.  In addition to the standard gateway fees, FAcS is entitled to receive
from the Trust  with  respect to each Fund that  invests  in a Core and  Gateway
Structure pursuant to Section 12(d)(1)(H) of the 1940 Act additional  surcharges
as  described  above if the Fund  invests in  securities  other than  investment
companies (calculated as if the securities were the Fund's only assets)


                                       36
<PAGE>


Surcharges are  determined  based upon the total assets,  security  positions or
other  factors as of the end of the prior  month and on the  portfolio  turnover
rate for the prior month.  The rates set forth above shall remain fixed  through
December 31, 1998.  On January 1, 1999,  and on each  successive  January 1, the
rates  may be  adjusted  automatically  by FAcS  without  action of the Trust to
reflect changes in the Consumer Price Index for the preceding  calendar year, as
published by the U.S.  Department  of Labor,  Bureau of Labor  Statistics.  FAcS
shall notify the Trust each year of the new rates, if applicable.

FAcS is  required  to use its  best  judgment  and  efforts  in  rendering  fund
accounting services and is not liable to the Trust for any action or inaction in
the absence of bad faith,  willful  misconduct or gross negligence.  FAcS is not
responsible  or  liable  for any  failure  or delay in  performance  of its fund
accounting  obligations  arising out of or caused,  directly or  indirectly,  by
circumstances  beyond  its  reasonable  control  and the  Trust  has  agreed  to
indemnify and hold harmless FAcS, its employees,  agents, officers and directors
against  and  from  any and all  claims,  demands,  actions,  suits,  judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every  nature  and  character  arising  out of or in any way  related  to FAcS's
actions taken or failures to act with respect to a Fund or based, if applicable,
upon information,  instructions or requests with respect to a Fund given or made
to FAcS by an officer of the Trust duly authorized.  This  indemnification  does
not apply to FAcS's  actions taken or failures to act in cases of FAcS's own bad
faith, willful misconduct or gross negligence.

FAcS performs similar services for the Portfolios and, in addition,  acts as the
Portfolios' transfer agent.

Forum, FAdS and FAcS are members of the Forum Financial Group of companies,  Two
Portland Square,  Portland,  Maine 04101, which together provide a full range of
services  to the  investment  company and  financial  services  industry.  As of
October 1, 1999, they were controlled by John Y. Keffer,  President and Chairman
of the Trust.

EXPENSES
Each  Fund  bears  all costs of its  operations.  The  costs  borne by the Funds
include a pro rata  portion of the  following:  legal and  accounting  expenses;
Trustees' fees and expenses;  insurance  premiums,  custodian and transfer agent
fees and expenses;  brokerage  fees and expenses;  expenses of  registering  and
qualifying  the  Fund's  shares  for sale  with the SEC and with  various  state
securities commissions;  expenses of obtaining quotations on fund securities and
pricing of the Fund's  shares;  a portion of the  expenses  of  maintaining  the
Fund's  legal  existence  and  of  shareholders'   meetings;   and  expenses  of
preparation and  distribution to existing  shareholders of reports,  proxies and
prospectuses.  Trust expenses directly attributed to the Fund are charged to the
Fund; other expenses are allocated  proportionately  among all the series of the
Trust in relation to the net assets of each series.

Each service  provider to the Trust or their agents and affiliates  also may act
in various  capacities for, and receive  compensation  from, their customers who
are  shareholders  of a Fund.  Under  agreements  with  those  customers,  these
entities may elect to credit against the fees payable to them by their customers
or to rebate to customers  all or a portion of any fee  received  from the Trust
with respect to assets of those customers invested in a Fund.

The expenses of each Fund  includes the Fund's pro rata share of the expenses of
the Portfolio in which the Fund invests.

Subject to the  obligations  of Norwest  to  reimburse  the Trust for its excess
expenses  as  described  above,  the Trust has,  under its  Investment  Advisory
Agreements,  confirmed its obligation to pay all its other expenses,  including:
(1)  interest  charges,  taxes,  brokerage  fees and  commissions;  (2)  certain
insurance  premiums;  (3) fees,  interest  charges  and  expenses of the Trust's
custodian,  transfer agent and dividend disbursing agent; (4) telecommunications
expenses; (5) auditing,  legal and compliance expenses; (6) costs of the Trust's
formation and maintenance of its existence;  (7) costs of preparing and printing
the  Trust's  prospectuses,   statements  of  additional  information,   account
application  forms and  shareholder  reports and delivering them to existing and
prospective  shareholders;  (8) costs of maintaining books of original entry for
portfolio  and fund  accounting  and other  required  books and  accounts and of
calculating  the  net  asset  value  of  shares  of  the  Trust;  (9)  costs  of
reproduction,   stationery  and  supplies;  (10)  compensation  of  the  Trust's
trustees,  officers  and  employees  and  costs  of other  personnel  performing
services  for the Trust who are not  officers  of Norwest,  Forum or  affiliated
persons of Norwest or Forum; (11) costs of corporate meetings; (12) registration
fees and  related  expenses  for  registration  with the SEC and the  securities


                                       37
<PAGE>


regulatory  authorities of other countries in which the Trust's shares are sold;
(13)  expenses  incurred  pursuant  to  state  securities  laws;  (14)  fees and
out-of-pocket  expenses  payable to Forum  Financial  Services,  Inc.  under any
distribution,  management  or  similar  agreement;  (15) and all other  fees and
expenses paid by the Trust pursuant to any  distribution or shareholder  service
plan adopted pursuant to Rule 12b-1 under the Act.

7.       PORTFOLIO TRANSACTIONS

The following discussion of portfolio transactions, while referring generally to
the Funds, relates equally to the Portfolios.

The  Advisers  place orders for the purchase and sale of assets they manage with
brokers and dealers selected by and in the discretion of the respective Adviser.
The Funds have no obligation  to deal with any specific  broker or dealer in the
execution of portfolio transactions.  The Advisers seek "best execution" for all
portfolio  transactions,  but a Fund may pay higher  than the  lowest  available
commission rates when its Adviser believes it is reasonable to do so in light of
the  value  of the  brokerage  and  research  services  provided  by the  broker
effecting the transaction.

Commission rates for brokerage transactions are fixed on many foreign securities
exchanges, and this may cause higher brokerage expenses to accrue to a Fund that
invests in foreign securities than would be the case for comparable transactions
effected on U.S. securities exchanges.

Purchases and sales of portfolio  securities  for the Performa  Strategic  Value
Fund usually are principal transactions. Debt instruments are normally purchased
directly  from  the  issuer  or from an  underwriter  or  market  maker  for the
securities.  There usually are no brokerage commissions paid for such purchases.
The Funds generally will effect purchases and sales of equity securities through
brokers who charge commissions except in the over-the-counter markets. Purchases
of debt and equity  securities  from  underwriters  of the securities  include a
disclosed fixed  commission or concession paid by the issuer to the underwriter,
and purchases  from dealers  serving as market makers include the spread between
the bid and asked price.  In the case of debt  securities and equity  securities
traded in the foreign and domestic  over-the-counter markets, there is generally
no stated commission,  but the price usually includes an undisclosed  commission
or markup.  Allocations of transactions to brokers and dealers and the frequency
of  transactions  are determined by the Advisers in their best judgment and in a
manner  deemed to be in the best  interest of  shareholders  of each Fund rather
than by any formula. The primary  consideration is prompt execution of orders in
an effective  manner and at the most favorable  price  available to the Fund. In
transactions  on  stock   exchanges  in  the  United  States,   commissions  are
negotiated,  whereas on foreign stock exchanges commissions are generally fixed.
Where transactions are executed in the  over-the-counter  market, each Fund will
seek to deal with the primary  market  makers;  but when  necessary  in order to
obtain best  execution,  they will utilize the services of others.  In all cases
the Funds will attempt to negotiate best execution.

Performa  Strategic  Value  Bond Fund may  effect  purchases  and sales  through
brokers  who  charge  commissions.  Table 4 in  Appendix  B shows the  aggregate
brokerage  commissions  with respect to each Fund.  Any  material  change in the
amount  of  brokerage  commissions  paid  by a Fund  was due to an  increase  or
decrease in the Fund's assets.

Subject to the general policies regarding  allocation of portfolio  brokerage as
set forth above,  the Board and Core Trust Board has  authorized the Advisers to
employ their  respective  affiliates to effect  securities  transactions  of the
Funds or the Portfolios,  provided  certain other  conditions are satisfied.  No
Fund has an  understanding  or arrangement to direct any specific portion of its
brokerage  to an affiliate  of an Adviser,  and will not direct  brokerage to an
affiliate  of an  Adviser  in  recognition  of  research  services.  Payment  of
brokerage  commissions  to  an  affiliate  of  an  Adviser  for  effecting  such
transactions is subject to Section 17(e) of the 1940 Act, which requires,  among
other things, that commissions for transactions on securities  exchanges paid by
a registered  investment  company to a broker which is an  affiliated  person of
such  investment   company,  or  an  affiliated  person  of  another  person  so
affiliated,  not exceed the usual and customary  brokers'  commissions  for such
transactions.  It is  the  Fund's  policy  that  commissions  paid  to  Schroder
Securities  Limited,  Norwest  Investment  Services,  Inc.  ("NISI")  and  other
affiliates of an Adviser will,  in the judgment of the Adviser  responsible  for
making portfolio decisions and selecting brokers,  be: (1) at least as favorable
as  commissions   contemporaneously  charged  by  the  affiliate  on  comparable


                                       38
<PAGE>


transactions  for its most favored  unaffiliated  customers  and (2) at least as
favorable as those which would be charged on  comparable  transactions  by other
qualified brokers having comparable execution capability. The Board, including a
majority of the disinterested  Trustees,  has adopted  procedures to ensure that
commissions  paid to affiliates of an Adviser by the Funds satisfy the foregoing
standards. The Core Trust Board has adopted similar policies with respect to the
Portfolios.

The Funds and the Portfolios may not always pay the lowest  commission or spread
available.  Rather, in determining the amount of commissions,  including certain
dealer  spreads,  paid in connection with  securities  transactions,  an Adviser
takes into account  factors such as size of the order,  difficulty of execution,
efficiency  of  the  executing  broker's  facilities   (including  the  services
described below) and any risk assumed by the executing broker.  The Advisers may
also take into account  payments made by brokers  effecting  transactions  for a
Fund or  Portfolio:  (1) to the Fund or  Portfolio  or (2) to other  persons  on
behalf of the Fund or Portfolio  for services  provided to the Fund or Portfolio
for which it would be obligated to pay.

In addition,  the Advisers may give consideration to research services furnished
by brokers to the Advisers for their use and may cause the Funds and  Portfolios
to pay these brokers a higher amount of commission  than may be charged by other
brokers.  Such  research  and  analysis  is of the types  described  in  Section
28(e)(3) of the Securities Exchange Act of 1934, as amended,  and is designed to
augment  the   Adviser's   own  internal   research  and   investment   strategy
capabilities.  Such  research  and  analysis  may be  used  by the  Advisers  in
connection with services to clients other than the Funds and Portfolios, and not
all such  services may be used by the Adviser in connection  with the Funds.  An
Adviser's  fees are not  reduced  by  reason  of the  Adviser's  receipt  of the
research services.

Consistent  with the  Rules of Fair  Practice  of the  National  Association  of
Securities  Dealers,  Inc.  and  subject  to the  obligation  to seek  the  most
favorable  price and execution  available and such other  policies as the Boards
may  determine,  an Adviser may consider sales of shares of the Fund as a factor
in the selection of  broker-dealers  to execute  portfolio  transactions for the
Fund.

Investment  decisions  for  the  Funds  (and  for the  Portfolios)  will be made
independently  from those for any other account or investment company that is or
may in the future become managed by the Advisers or their affiliates. Investment
decisions are the product of many factors,  including basic  suitability for the
particular  client involved.  Thus, a particular  security may be bought or sold
for  certain  clients  even  though it could have been  bought or sold for other
clients at the same time.  Likewise, a particular security may be bought for one
or more  clients  when one or more  clients are selling  the  security.  In some
instances,  one client may sell a particular security to another client. It also
sometimes happens that two or more clients  simultaneously  purchase or sell the
same  security,  in which event each day's  transactions  in such  security are,
insofar as is possible,  averaged as to price and allocated between such clients
in a manner which, in the respective Adviser's opinion, is equitable to each and
in  accordance  with the amount being  purchased  or sold by each.  There may be
circumstances  when  purchases  or sales of a portfolio  security for one client
could  have an  adverse  effect on another  client  that has a position  in that
security.  In addition,  when purchases or sales of the same security for a Fund
and other client accounts managed by the Advisers occur  contemporaneously,  the
purchase  or sale  orders  may be  aggregated  in  order  to  obtain  any  price
advantages available to large denomination purchases or sales.

The  Advisers  monitor  the  creditworthiness  of  counterparties  to the Funds'
transactions  and intends to enter into a transaction only when it believes that
the  counterparty  presents  minimal  credit  risks  and the  benefits  from the
transaction justify the attendant risks.

During their last fiscal year, certain Funds acquired securities issued by their
"regular  brokers  and  dealers" or the  parents of those  brokers and  dealers.
Regular  brokers and dealers means the 10 brokers or dealers that:  (1) received
the greatest amount of brokerage commissions during the Fund's last fiscal year;
(2)  engaged in the  largest  amount of  principal  transactions  for  portfolio
transactions  of the Fund during the Fund's last  fiscal  year;  or (3) sold the
largest  amount of the  Fund's  shares  during  the  Fund's  last  fiscal  year.
Following  is a list of the  regular  brokers  and  dealers  of the Funds  whose
securities  (or the securities of the parent  company) were acquired  during the
past  fiscal  year and the  aggregate  value  of the  Funds'  holdings  of those
securities as of May 31, 1999.


                                       39
<PAGE>


REGULAR BROKER OR DEALER                         VALUE OF SECURITIES HELD
Goldman Sachs                                          $2,963,430
Merrill Lynch & Co., Inc.                              $5,327,050
Lehman Brothers Holding, Inc.                          $3,864,840

PORTFOLIO  TURNOVER.  A high rate of portfolio  turnover involves  corresponding
greater  expenses than a lower rate,  which expenses must be borne by a Fund and
its shareholders.  High portfolio turnover also may result in the realization of
substantial net short-term capital gains.

The frequency of portfolio  transactions (the portfolio turnover rate) will vary
from year to year  depending on many factors.  From time to time a Portfolio may
engage  in  active  short-term  trading  to take  advantage  of price  movements
affecting  individual  issues,   groups  of  issues  or  markets.  The  Advisers
anticipate  that the annual  portfolio  turnover rate of each  Portfolio will be
less than 100% in their first year of operations.  An annual portfolio  turnover
rate of 100% would occur if all of the  securities  in a Fund were replaced once
in a period of one year. Higher portfolio turnover rates may result in increased
brokerage  costs and an  increase in short term  capital  gains or losses to the
Portfolio.

8.       ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

GENERAL
Shares of all Funds are sold on a continuous basis by the distributor.

REDEMPTIONS
In addition to the situations  described in the  Prospectus  with respect to the
redemptions of shares, the Trust may redeem shares  involuntarily to reimburse a
Fund for any loss  sustained by reason of the failure of a  shareholder  to make
full payment for shares  purchased by the  shareholder  or to collect any charge
relating to  transactions  effected  for the benefit of a  shareholder  which is
applicable to a Fund's shares as provided in the Prospectus from time to time.

Proceeds of redemptions normally are paid in cash. However, payments may be made
wholly or partially in portfolio securities if the Board determines that payment
in cash would be  detrimental  to the best interests of the Fund. The Funds have
chosen  not to make an  election  with  the SEC to pay in cash  all  redemptions
requested  by any  shareholder  of record  limited  in amount  during any 90-day
period to the lesser of  $250,000  or 1% of its net assets at the  beginning  of
such period.  Redemption requests in excess of applicable limits may be paid, in
whole or in part, in  investment  securities or in cash, as the Trust's Board of
Trustees may deem advisable; however, payment will be made wholly in cash unless
the Board of Trustees  believes  that economic or market  conditions  exist that
would make such a practice  detrimental  to the best  interests of the Fund.  If
redemption proceeds are paid in investment  securities,  such securities will be
valued as set forth in the Prospectus and a redeeming shareholder would normally
incur brokerage expenses if he or she were to convert the securities to cash.

9.       TAXATION

Each Fund  intends to qualify for each  fiscal year to be taxed as a  "regulated
investment  company"  under the Internal  Revenue Code of 1986,  as amended.  As
such,  each Fund will not be liable for federal  income and excise  taxes on the
net  investment  income and net capital gain  distributed  to its  shareholders.
Because each Fund intends to distribute all of its net investment income and net
capital gain each year,  each Fund should  thereby avoid all federal  income and
excise taxes.

Dividends  paid  by a Fund  out of its  net  investment  income  (including  net
short-term  capital gain) are taxable to you as ordinary  income.  Two different
tax rates apply to net capital  gain - that is, the excess of gains from capital
assets held for more than one year over net losses from capital  assets held for
not more  than one  year.  One rate  (generally  28%) may apply to net gain from
capital  assets  held for  more  than  one  year  but not  more  than 18  months
("mid-term gain"), and a second rate (generally 20%) may apply to the balance of
net capital gain ("adjusted net capital gain").  Distributions  of mid-term gain
and  adjusted  net  capital  gain  will be  taxable  to  shareholders  as  such,


                                       40
<PAGE>


regardless  of how long a  shareholder  has held shares in the Fund. If you hold
shares for six months or less and during that period receive a long-term capital
gain  distribution,  any loss  realized  on the sale of the shares  during  that
six-month  period  will  be a  long-term  capital  loss  to  the  extent  of the
distribution. Dividends and distributions reduce the net asset value of the Fund
paying  the  dividend  or   distribution  by  the  amount  of  the  dividend  or
distribution.  Dividends or distributions made to you shortly after the purchase
of Shares, although in effect a return of capital to you, will be taxable to you
as described above.

It is expected  that a portion of the  dividends of each Fund,  except  Performa
Strategic Value Bond Fund, will be eligible for the dividends received deduction
for  corporations.  The  amount of such  dividends  eligible  for the  dividends
received  deduction  is  limited  to  the  amount  of  dividends  from  domestic
corporations received during a Fund's fiscal year.

No  Portfolio  is  required to pay federal  income  taxes on its net  investment
income and capital  gain,  as each  Portfolio  is treated as a  partnership  for
federal income tax purposes.  All interest,  dividends and gains and losses of a
Portfolio are deemed to have been "passed through" to the Funds investing in the
Portfolio in proportion to the Funds'  holdings of the Portfolio,  regardless of
whether such interest, dividends or gains have been distributed by the Portfolio
or losses have been realized by the Portfolio.

Each Fund is required by federal law to withhold 31% of reportable payments paid
to you (which may include dividends, capital gain distributions and redemptions)
if you fail to provide the Fund with a correct taxpayer identification number or
make required certifications,  or who is subject to backup withholding.  Reports
containing appropriate information with respect to the federal income tax status
of dividends and distributions  paid during the year by each Fund will be mailed
to you shortly after the close of each calendar year.

Qualification  as a regulated  investment  company does not, of course,  involve
governmental  supervision  of management  or  investment  practices or policies.
Investors  should consult their own counsel for a complete  understanding of the
requirements  each Fund  must meet to  qualify  for such  treatment,  and of the
application of state and local tax laws to his or her particular situation.

Certain  listed  options,  regulated  futures  contracts  and  forward  currency
contracts  are  considered  "section  1256  contracts"  for  Federal  income tax
purposes.  Section 1256 contracts held by a Portfolio at the end of each taxable
year will be "marked to market" and treated for Federal  income tax  purposes as
though sold for fair market value on the last business day of such taxable year.
Gain or loss realized by a Portfolio on section 1256 contracts generally will be
considered 60% long-term and 40% short-term capital gain or loss. Each Portfolio
can  elect to  exempt  its  section  1256  contracts  which are part of a "mixed
straddle" (as described below) from the application of section 1256.

With respect to over-the-counter put and call options,  gain or loss realized by
a Portfolio  upon the lapse or sale of such options held by such  Portfolio will
be either  long-term  or  short-term  capital  gain or loss  depending  upon the
Portfolio's  holding period with respect to such option.  However,  gain or loss
realized  upon the lapse or closing  out of such  options  that are written by a
Portfolio will be treated as short-term  capital gain or loss. In general,  if a
Portfolio  exercises  an option,  or an option that a  Portfolio  has written is
exercised,  gain or loss on the option will not be separately recognized but the
premium  received or paid will be included  in the  calculation  of gain or loss
upon disposition of the property underlying the option.

Any  option,  futures  contract,  or other  position  entered  into or held by a
Portfolio in  conjunction  with any other  position  held by such  Portfolio may
constitute a "straddle" for Federal income tax purposes.  A straddle of which at
least one, but not all, the positions are section 1256  contracts may constitute
a "mixed straddle". In general,  straddles are subject to certain rules that may
affect the character  and timing of a Portfolio's  gains and losses with respect
to straddle positions by requiring,  among other things, that: (1) loss realized
on  disposition  of one position of a straddle not be  recognized  to the extent
that a Portfolio has unrealized gains with respect to the other position in such
straddle;  (2) a Portfolio's  holding period in straddle  positions be suspended
while  the  straddle  exists  (possibly  resulting  in  gain  being  treated  as
short-term  capital  gain  rather  than  long-term  capital  gain);  (3)  losses
recognized with respect to certain straddle  positions which are part of a mixed
straddle and which are  non-section  1256  positions be treated as 60% long-term
and 40% short-term  capital loss; (4) losses  recognized with respect to certain


                                       41
<PAGE>


straddle positions which would otherwise constitute short-term capital losses be
treated as  long-term  capital  losses;  and (5) the  deduction  of interest and
carrying  charges  attributable to certain  straddle  positions may be deferred.
Various elections are available to a Portfolio which may mitigate the effects of
the straddle rules,  particularly  with respect to mixed straddles.  In general,
the  straddle  rules  described  above do not apply to any  straddles  held by a
Portfolio  all of the  offsetting  positions  of which  consist of section  1256
contracts.

For federal income tax purposes,  gains and losses  attributable to fluctuations
in exchange rates which occur between the time a Portfolio  accrues  interest or
other  receivables  or accrues  expenses or other  liabilities  denominated in a
foreign currency and the time the Portfolio  actually  collects such receivables
or pays such  liabilities  are  treated as  ordinary  income or  ordinary  loss.
Similarly, gains or losses from the disposition of foreign currencies,  from the
disposition of debt securities  denominated in a foreign  currency,  or from the
disposition of a forward  contract  denominated in a foreign  currency which are
attributable to fluctuations  in the value of the foreign  currency  between the
date of acquisition of the asset and the date of disposition also are treated as
ordinary gain or loss.

A Portfolio's  investments in zero coupon  securities will be subject to special
provisions of the Code which may cause the Portfolio to recognize income without
receiving  cash  necessary  to pay  dividends or make  distributions  in amounts
necessary to satisfy the  distribution  requirements for avoiding federal income
and  excise  taxes.  In order to satisfy  those  distribution  requirements  the
Portfolio may be forced to sell other portfolio securities.

9.       ADDITIONAL INFORMATION ABOUT THE TRUST AND
              THE SHAREHOLDERSOF THE FUNDS

COUNSEL AND AUDITORS
Legal matters in connection  with the issuance of shares of beneficial  interest
of the Trust are passed upon by the law firm of Seward & Kissel,  1200 G Street,
NW, Washington, DC 20005.

______________________  LLP,  99 High  Street,  Boston,  MA  02110,  independent
auditors, serve as the independent auditors for the Trust.

OWNERSHIP OF FUND SHARES
Table 4 to  Appendix B lists the  persons  who owned of record 5% or more of the
outstanding shares of a class of shares of a Fund as of September 1, 1999.

General Information
The  Board of  Trustees  oversees  the  business  affairs  of the  Funds  and is
responsible for major decisions relating to each Fund's investment objective and
policies.  The Board  formulates  the  general  policies  of the Funds and meets
periodically to review the results of the Funds,  monitor investment  activities
and practices and discuss other matters  affecting the Funds and the Trust.  The
Board consists of eight persons.  The Core Board performs similar functions with
respect to the Portfolios and also monitors the activities of each Portfolio and
its service providers.

The Trust has an unlimited number of authorized  shares of beneficial  interest.
The Board may, without shareholder  approval,  divide the authorized shares into
an unlimited number of separate portfolios or series (such as the Funds) and may
divide  portfolios or series into classes of shares;  the costs of doing so will
be borne by the Trust. As of the date of this SAI, each Fund offers one class of
shares. The Trust currently offers thirty-nine separate series.

VOTING AND OTHER RIGHTS
The Trust  received an order from the SEC  permitting  the  issuance and sale of
separate  classes  of  shares  representing  interests  in each  of the  Trust's
existing funds;  however,  the Trust  currently  issues and operates the various
Funds, and separate classes of shares under the provisions of 1940 Act.

The Trust's  shareholders  are not personally  liable for the obligations of the
Trust under Delaware law. The Delaware  Business Trust Act (the "Delaware  Act")
provides that a shareholder  of a Delaware  business  trust shall be entitled to
the  same   limitation  of  liability   extended  to   shareholders  of  private
corporations  for  profit.  However,  no similar  statutory  or other  authority
limiting business trust shareholder  liability exists in many other states. As a


                                       42
<PAGE>


result,  to the  extent  that  the  Trust or a  shareholder  is  subject  to the
jurisdiction  of courts in those states,  the courts may not apply Delaware law,
and may thereby subject the Trust  shareholders  to liability.  To guard against
this risk, the Trust Instrument of the Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such  disclaimer be
given in each agreement,  obligation and instrument entered into by the Trust or
its  Trustees,  and provides for  indemnification  out of Trust  property of any
shareholder held personally  liable for the obligations of the Trust.  Thus, the
risk of a shareholder  incurring financial loss beyond his investment because of
shareholder  liability is limited to circumstances in which: (1) a court refuses
to apply Delaware law; (2) no contractual  limitation of liability is in effect;
and (3) the Trust itself is unable to meet its obligations. In light of Delaware
law, the nature of the Trust's business, and the nature of its assets, the Board
believes that the risk of personal liability to a Trust shareholder is extremely
remote.

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

Each  share of each  series  of the Trust  and each  class of  shares  has equal
dividend,  distribution,  liquidation and voting rights,  and fractional  shares
have  those  rights  proportionately,   except  that  expenses  related  to  the
distribution  of the shares of each class (and certain  other  expenses  such as
transfer  agency and  administration  expenses) are borne solely by those shares
and each class votes separately with respect to the provisions of any Rule 12b-1
plan which  pertains  to the class and other  matters for which  separate  class
voting is appropriate under applicable law.  Generally,  shares will be voted in
the aggregate without  reference to a particular series or class,  except if the
matter affects only one series or class or voting by series or class is required
by law,  in which case shares will be voted  separately  by series or class,  as
appropriate.  Delaware law does not require the Trust to hold annual meetings of
shareholders,  and it is anticipated that shareholder meetings will be held only
when specifically  required by federal or state law. Shareholders (and Trustees)
have  available  certain  procedures  for the removal of Trustees.  There are no
conversion or  preemptive  rights in  connection  with shares of the Trust.  All
shares, when issued in accordance with the terms of the offering,  will be fully
paid and nonassessable.  Shares are redeemable at net asset value, at the option
of the  shareholders,  subject to any contingent  deferred sales charge that may
apply. A shareholder in a series is entitled to the shareholder's pro rata share
of all dividends and  distributions  arising from that series'  assets and, upon
redeeming shares, will receive the portion of the series' net assets represented
by the redeemed shares.

A Portfolio  normally will not hold meetings of investors  except as required by
the  1940  Act.  Each  investor  in a  Portfolio  will  be  entitled  to vote in
proportion to its relative beneficial  interest in the Portfolio.  When required
by the 1940 Act and other  applicable  law, a Fund investing in a Portfolio will
solicit  proxies  from its  shareholders  and  will  vote  its  interest  in the
Portfolio in proportion to the votes cast by its shareholders.

From time to time, certain shareholders may own a large percentage of the shares
of the Fund and,  accordingly,  may be able to greatly affect (if not determine)
the outcome of a shareholder vote.


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<PAGE>


CORE AND GATEWAY STRUCTURE
Each Fund seeks to achieve its  investment  objective  by  investing  all of its
investable assets in its corresponding  Portfolio that has substantially similar
investment policies as the Fund.  Accordingly,  each Portfolio directly acquires
portfolio  securities  and  a  Fund  acquires  an  indirect  interest  in  those
securities.  Each Portfolio is a separate series of Core Trust, a business trust
organized  under  the laws of the  State of  Delaware  in  1994.  Core  Trust is
registered under the 1940 Act as open-end,  management  investment company.  The
assets of each Portfolio  belong only to, and the  liabilities of each Portfolio
are borne solely by, that Portfolio and no other portfolio of Core Trust.

THE  PORTFOLIOS.  A  Fund's  investment  in a  Portfolio  is in  the  form  of a
non-transferable  beneficial interest.  All investors in a Portfolio will invest
on the same  terms  and  conditions  and will pay a  proportionate  share of the
Portfolio's  expenses.  The  Portfolios  do not sell their  shares  directly  to
members of the  general  public.  Another  investor in a  Portfolio,  such as an
investment company,  that might sell its shares to members of the general public
would not be required to sell its shares at the same  public  offering  price as
any Fund, and could have  different  advisory and other fees and expenses than a
Fund. Therefore,  Fund shareholders may have different returns than shareholders
in another investment company that invests in a Portfolio. Information regarding
any such funds is available from Core Trust by calling Forum at (207) 879-1900.

CERTAIN RISKS OF INVESTING IN PORTFOLIOS. A Fund's investment in a Portfolio may
be  affected  by the actions of other large  investors  in that  Portfolio.  For
example,  if  Disciplined  Growth  Portfolio  had a large  investor  other  than
Performa Disciplined Growth Fund that redeemed its interest,  Disciplined Growth
Portfolio's remaining investors (including  Disciplined Growth Fund) might, as a
result,  experience higher pro rata operating expenses,  thereby producing lower
returns.  As there  may be  other  investors  in a  Portfolio,  there  can be no
assurance  that any issue that receives a majority of the votes cast by a Fund's
shareholders  will  receive  a  majority  of votes  cast by all  investors  in a
Portfolio;  indeed,  other investors  holding a majority interest in a Portfolio
could have voting control of the Portfolio.

The Board retains the right to withdraw each Fund's investment in a Portfolio at
any time, and the Fund could thereafter invest directly in individual securities
or could  re-invest  its  assets in one or more other  Portfolios.  A Fund might
withdraw  its  investment  from a Portfolio,  for  example,  if there were other
investors in the Portfolio with power to, and who did by a vote of all investors
(including  the Fund),  change  the  investment  objective  or  policies  of the
Portfolio in a manner not acceptable to the Board. A withdrawal  could result in
a  distribution  in  kind  of  portfolio   securities  (as  opposed  to  a  cash
distribution)  by  the  Portfolio.  That  distribution  could  result  in a less
diversified portfolio of investments for the Fund and could affect adversely the
liquidity  of the  Fund's  portfolio.  If the  Fund  decided  to  convert  those
securities to cash, it would incur brokerage fees or other transaction costs. If
the Fund withdrew its investment from a Portfolio, the Board would consider what
action might be taken, including the management of the Fund's assets directly by
Norwest or the  investment  of the Fund's  assets in another  pooled  investment
entity. The inability of the Fund to find a suitable replacement investment,  in
the event the Board  decided not to permit  Norwest to manage the Fund's  assets
directly, could have a significant impact on shareholders of the Fund.

BANKING LAW MATTERS
Federal  banking  rules  generally  permit  a bank or bank  affiliate  to act as
investment  adviser,  transfer  agent,  or  custodian  to a fund and to purchase
shares of the  investment  company as agent for and upon the order of a customer
and,  in  connection  therewith,  to retain a sales  charge or similar  payment.
Norwest  and any bank or  other  bank  affiliate  also  may  perform  Processing
Organization or similar services for the Funds and their shareholders. If a bank
or bank affiliate were  prohibited in the future from so acting,  changes in the
operation  of the Funds  could occur and a  shareholder  serviced by the bank or
bank  affiliate may no longer be able to avail itself of those  services.  It is
not expected that shareholders  would suffer any adverse financial  consequences
as a result of any of these occurrences.

FINANCIAL STATEMENTS
The fiscal year end of the Funds is May 31. Financial statements for each Fund's
semi-annual  period and  fiscal  year will be  distributed  to  shareholders  of
record. The Board in the future may change the fiscal year end of the Fund.

REGISTRATION STATEMENT
This SAI and the Prospectus do not contain all the  information  included in the
Trust's  registration  statement  filed  with  the SEC  under  the 1933 Act with
respect to the securities  offered hereby,  certain  portions of which have been


                                       44
<PAGE>


omitted  pursuant  to the rules and  regulations  of the SEC.  The  registration
statement, including the exhibits filed therewith, may be examined at the office
of the SEC in Washington, D.C.

Statements  contained  herein and in the  Prospectus  as to the  contents of any
contract or other documents are not necessarily complete, and, in each instance,
are  qualified  by,  reference  is made to the  copy of such  contract  or other
documents filed as exhibits to the registration statement.





                                       45
<PAGE>






                 APPENDIX A - DESCRIPTION OF SECURITIES RATINGS

MUNICIPAL AND CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
Moody's rates municipal and corporate bond issues, including convertible issues,
as follows:

Bonds which are rated Aaa are judged by Moody's to be of the best quality.  They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edged." Interest  payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change,  such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Bonds  which are rated Aa are  judged to be of high  quality  by all  standards.
Together  with  the Aaa  group,  they  comprise  what  are  generally  known  as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risk appear somewhat larger than in Aaa securities.

Bonds which are rated A possess many favorable investment  attributes and are to
be considered as  upper-medium-grade  obligations.  Factors  giving  security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Bonds which are rated Baa are  considered as  medium-grade  obligations,  (i.e.,
they are neither highly  protected nor poorly  secured).  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as  well-assured.  Often the  protection  of interest and
principal payments may be very moderate, and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Bonds which are rated Ca represent  obligations  which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds, and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

Note:  Those bonds in the Aa, A, Baa, Ba or B groups which  Moody's ranks in the
higher end of its generic rating category are designated by the symbols Aa1, A1,
Baa1, Ba1 and B1.

STANDARD & POOR'S ("S&P")
S&P rates corporate bond issues, including convertible debt issues, as follows:

Bonds rated AAA have the highest  rating  assigned by S&P.  The capacity to meet
the financial commitment on the obligation is extremely strong.


                                       A-1
<PAGE>


Bonds rated AA have a very strong  capacity to meet the financial  commitment on
the obligation and differ from the highest-rated issues only in small degree.

Bonds rated A have a strong  capacity to meet the  financial  commitment  on the
obligation,  although they are somewhat more  susceptible to the adverse effects
of changes in circumstances  and economic  conditions than obligations  rated in
higher-rated categories.

Bonds  rated  BBB  exhibit  adequate  protection  parameters.  However,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity to meet the financial  commitment on the  obligation  than in
higher-rated categories.

Bonds rated BB, B, CCC, CC and C are regarded, as having significant speculative
characteristics.  BB indicates the least degree of speculation and C the highest
degree of  speculation.  While such  bonds will  likely  have some  quality  and
protective  characteristics,  these may be outweighed by large  uncertainties or
major exposures to adverse conditions. Bonds rated BB have less vulnerability to
nonpayment  than other  speculative  issues.  However,  they face major  ongoing
uncertainties or exposure to adverse business, financial, or economic conditions
which could lead to inadequate capacity to meet the financial  commitment on the
obligation.

Bonds  rated B are more  vulnerable  to  nonpayment  then  bonds  rated BB,  but
currently have the capacity to meet the financial  commitment on the obligation.
Adverse business,  financial, or economic conditions will likely impair capacity
or willingness to meet the financial commitment on the obligation.

Bonds rated CCC are currently  vulnerable to nonpayment,  and are dependent upon
favorable  business,  financial,  and economic  conditions to meet the financial
commitment on the obligation.  In the event of adverse business,  financial,  or
economic  conditions,  they  are not  likely  to have the  capacity  to meet the
financial commitment on the obligation.

Bonds rated CC are currently highly vulnerable to nonpayment.

The C rating may be used to cover a situation  where a  bankruptcy  petition has
been filed or similar action taken, but payments are being continued.

Bonds are rated D when the issue is in payment default. The D rating category is
used when  payments on an  obligation  are not made on the date due, even if the
applicable grace period has not expired,  unless S&P believes that such payments
will made  during  such grace  period.  The D rating  will also be used upon the
filing of the bankruptcy  petition or the taking of a similar action if payments
on the obligation are jeopardized.

Note:  The ratings  from AA to CCC may be modified by the addition of a plus (+)
or  minus  (-)  sign to show the  relative  standing  within  the  major  rating
categories.

FITCH INVESTORS SERVICE, INC. ("FITCH")
Fitch rates  corporate  bond  issues,  including  convertible  debt  issues,  as
follows:

AAA Bonds are  considered  to be  investment  grade  and of the  highest  credit
quality.  The obligor has an exceptionally strong ability to pay interest and/or
dividends  and repay  principal,  which is unlikely to be affected by reasonably
foreseeable events.

AA Bonds are considered to be investment  grade and of very high credit quality.
The obligor's  ability to pay interest  and/or  dividends and repay principal is
very  strong,  although  not quite as strong as bonds rated AAA.  Because  bonds
rated  in  the  AAA  and AA  categories  are  not  significantly  vulnerable  to
foreseeable future  developments,  short-term debt of these issuers is generally
rate F-1+.


                                       A-2
<PAGE>


A Bonds are considered to be investment  grade and of high credit  quality.  The
obligor's  ability to pay  interest  and/or  dividends  and repay  principal  is
considered  to be  strong,  but may be more  vulnerable  to  adverse  changes in
economic conditions and circumstances than bonds with higher ratings.

BBB Bonds are  considered  to be  investment  grade and of  satisfactory  credit
quality.  The obligor's ability to pay interest or dividends and repay principal
is  considered  to be  adequate.  Adverse  changes in  economic  conditions  and
circumstances,  however,  are more likely to have adverse  impact on these bonds
and, therefore,  impair timely payment. The likelihood that the ratings of these
bonds  will fall below  investment  grade is higher  than for bonds with  higher
ratings.

BB Bonds are considered  speculative.  The obligor's  ability to pay interest or
dividends  and repay  principal  may be affected  over time by adverse  economic
changes.  However,  business and financial  alternatives can be identified which
could assist the obligor in satisfying its debt service requirements.

B Bonds  are  considered  highly  speculative.  While  bonds in this  class  are
currently meeting debt service requirements or paying dividends, the probability
of continued  timely  payment of principal  and interest  reflects the obligor's
limited  margin of safety  and the need for  reasonable  business  and  economic
activity throughout the life of the issue.

CCC Bonds have certain identifiable  characteristics  that if not remedied,  may
lead to  default.  The  ability to meet  obligations  requires  an  advantageous
business and economic environment.

CC Bonds  are  minimally  protected.  Default  in  payment  of  interest  and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D Bonds are in default on interest and/or principal payments.  Such
bonds  are  extremely  speculative  and  should  be valued on the basis of their
ultimate  recovery value in liquidation or  reorganization  of the obligor.  DDD
represents the highest  potential for recovery on these bonds,  and D represents
the lowest potential for recovery.

Plus (+) and  minus (-) signs  are used  with a rating  symbol to  indicate  the
relative position of a credit within the rating category.  Plus and minus signs,
however, are not used in the AAA, DDD, DD or D categories.

PREFERRED STOCK
MOODY's
Moody's rates preferred stock as follows:

An issue rated aaa is  considered  to be a  top-quality  preferred  stock.  This
rating indicates good asset protection and the least risk of dividend impairment
within the universe of preferred stock.

An issue  rated aa is  considered  a  high-grade  preferred  stock.  This rating
indicates that there is a reasonable assurance the earnings and asset protection
will remain relatively well-maintained in the foreseeable future.

An issue rated a is  considered to be an  upper-medium  grade  preferred  stock.
While  risks  are  judged  to be  somewhat  greater  than  in  the  aaa  and  aa
classification,  earnings and asset protection are, nevertheless, expected to be
maintained at adequate levels.

An issue rated baa is considered to be a medium-grade  preferred stock,  neither
highly  protected  nor poorly  secured.  Earnings  and asset  protection  appear
adequate at present but may be questionable over any great length of time.

An issue rated ba is  considered  to have  speculative  elements  and its future
cannot be considered  well assured.  Earnings and asset  protection  may be very
moderate  and not  well  safeguarded  during  adverse  periods.  Uncertainty  of
position characterizes preferred stocks in this class.


                                       A-3
<PAGE>


An issue which is rated b  generally  lacks the  characteristics  of a desirable
investment. Assurance of dividend payments and maintenance of other terms of the
issue over any long period of time may be small.

An issue  which is rated caa is likely to be in  arrears on  dividend  payments.
This  rating  designation  does not  purport to  indicate  the future  status of
payments.

An issue which is rated ca is  speculative  in a high degree and is likely to be
in arrears on dividends with little likelihood of eventual payment.

An issue which is rated c can be regarded as having  extremely poor prospects of
ever attaining any real investment  standing.  This is the lowest rated class of
preferred or preference stock.

Note:   Moody's  applies  numerical   modifiers  1,  2  and  3  in  each  rating
classification.  The modifier 1 indicates  that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range ranking
and the  modifier  3  indicates  that the  issuer  ranks in the lower end of its
generic rating category.

S&P
S&P rates preferred stock as follows:

AAA is the highest rating that is assigned by S&P to a preferred stock issue and
indicates an extremely strong capacity to pay the preferred stock obligations.

A preferred stock issue rated AA also qualifies as a high-quality,  fixed income
security.  The  capacity to pay  preferred  stock  obligations  is very  strong,
although not as overwhelming as for issues rated AAA.

An issue  rated A is  backed  by a sound  capacity  to pay the  preferred  stock
obligations,  although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.

An issue  rated BBB is  regarded  as backed by an  adequate  capacity to pay the
preferred stock  obligations.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to make payments for a preferred stock in
this category than for issues in the A category.

Preferred stock rated BB, B, and CCC are regarded,  on balance, as predominantly
speculative  with  respect  to the  issuer's  capacity  to pay  preferred  stock
obligations.  BB indicates the lowest degree of speculation  and CCC the highest
degree of  speculation.  While such issues  will  likely  have some  quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

The rating CC is reserved for a preferred stock issue in arrears on dividends or
sinking fund payments but that is currently paying.

A preferred stock rated C is a non-paying issue.

A preferred  stock rated D is a  non-paying  issue with the issuer in default on
debt instruments.

To provide more detailed  indications of preferred  stock  quality,  the ratings
from AA to CCC may be modified  by the  addition of a plus (+) or minus (-) sign
to show relative standing within the major rating categories.

FITCH
Fitch utilizes the same ratings criteria in rating preferred stock as it does in
rating corporate bond issues, as described earlier in this Appendix.




                                       A-4
<PAGE>





SHORT TERM MUNICIPAL LOANS
MOODY'S.  Moody's highest rating for short-term municipal loans is MIG 1/VMIG 1.
A  rating  of MIG  1/VMIG 1  denotes  best  quality.  There  is  present  strong
protection by established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.  Loans bearing the MIG 2/VMIG 2
designation are of high quality. Margins of protection are ample although not so
large as in the MIG 1/VMIG 1 group.  A rating of MIG 3/VMIG 3 denotes  favorable
quality.  All  security  elements  are  accounted  for but there is lacking  the
undeniable strength of the preceding grades.  Liquidity and cash flow protection
may be  narrow  and  market  access  for  refinancing  is likely to be less well
established.  A rating of MIG  4/VMIG 4  denotes  adequate  quality.  Protection
commonly regarded as required of an investment  security is present and although
not distinctly or predominantly speculative, there is specific risk.

S&P.  S&P's highest rating for  short-term  municipal  loans is SP-1. S&P states
that short-term  municipal  securities  bearing the SP-1  designation  have very
strong or strong capacity to pay principal and interest. Those issues rated SP-1
which are  determined to possess  overwhelming  safety  characteristics  will be
given a plus (+) designation.  Issues rated SP-2 have  satisfactory  capacity to
pay principal and interest.  Issues rated SP-3 have speculative  capacity to pay
principal and interest.

Fitch's  short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit,  medium-term notes, and municipal and investment
notes.

The  short-term  rating places greater  emphasis than a long-term  rating on the
existence of liquidity  necessary to meet the issuer's  obligations  in a timely
manner.

Short-term  issues  rated F-1+ are  regarded as having the  strongest  degree of
assurance  for  timely  payment.  Issues  assigned  a rating of F-1  reflect  an
assurance of timely payment only slightly less in degree than issues rated F-1+.
Issues  assigned a rating of F-2 have a  satisfactory  degree of  assurance  for
timely payment,  but the margin of safety is not as great as for issues assigned
F-1+ or F-1.

SHORT TERM DEBT (INCLUDING COMMERCIAL PAPER)
MOODY'S

Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2.  Both are judged investment grade, to indicate the relative
repayment capacity of rated issuers.

Issuers  rated  Prime-1  have a superior  capacity for  repayment of  short-term
promissory obligations. Prime-1 repayment capacity will normally be evidenced by
the following  characteristics:  Leading  market  positions in  well-established
industries; high rates of return on funds employed;  conservative capitalization
structures  with  moderate  reliance on debt and ample asset  protection;  broad
margins in earnings  coverage of fixed financial  charges and high internal cash
generation;  well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers  rated  Prime-2  have a strong  capacity  for  repayment  of  short-term
promissory  obligations.  This  will  normally  be  evidenced  by  many  of  the
characteristics of issuers rated Prime-1 but to a lesser degree. Earnings trends
and  coverage  ratios,   while  sound,   will  be  more  subject  to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

S&P

A S&P  commercial  paper rating is a current  assessment  of the  likelihood  of
timely  payment of debt  considered  short-term in the relevant  market.  An A-1
designation  indicates  the  highest  category  and that the  degree  of  safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign designation.  The
capacity for timely payment on issues with an A-2  designation is  satisfactory.


                                       A-5
<PAGE>


However,  the relative degree of safety is not as high as for issues  designated
A-1.  Issues carrying an A-3  designation  have an adequate  capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.

FITCH

Fitch's  short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit,  medium-term notes, and municipal and investment
notes.

The  short-term  rating places greater  emphasis than a long-term  rating on the
existence of liquidity  necessary to meet the issuer's  obligations  in a timely
manner.

F-1+.  Exceptionally  strong  credit  quality.  Issues  assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1.  Very  strong  credit  quality.  Issues  assigned  this  rating  reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2. Good credit quality. Issues assigned this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as for
issues assigned F-1+ or F-1 rating.

F-3.  Fair credit  quality.  Issues  assigned  this rating have  characteristics
suggesting that the degree of assurance for timely payment is adequate; however,
near-term  adverse  changes  could  cause  these  securities  to be rated  below
investment grade.

F-5.  Weak credit  quality.  Issues  assigned  this rating have  characteristics
suggesting a minimal  degree of assurance for timely  payment and are vulnerable
to near-term adverse changes in financial and economic conditions.

D.  Default.  Issues  assigned  this  rating are in actual or  imminent  payment
default.

LOC.  The  symbol LOC  indicates  that the rating is based on a letter of credit
issued by a commercial bank.


                                      A-6
<PAGE>


                        APPENDIX B - MISCELLANEOUS TABLES


TABLE 1 - INVESTMENT ADVISORY FEES

The following Table shows the dollar amount of fees payable under the Investment
Advisory Agreements between Norwest and the Trust with respect to each Fund, the
amount of fee that was waived by Norwest, if any, and the actual fee received by
Norwest.  The data is for the past three fiscal  years or shorter  period if the
Fund/Portfolio has been in operation for a shorter period.

<TABLE>
               <S>                                          <C>            <C>              <C>

                                                     ADVISORY FEE     ADVISORY FEE      ADVISORY FEE
                                                        PAYABLE          WAIVED           RETAINED
PERFORMA STRATEGIC VALUE BOND FUND

     Year Ended May 31, 1999                                 0                 0                0
     Year Ended May 31, 1998                            16,556                 0           16,556

PERFORMA DISCIPLINED GROWTH FUND

     Year Ended May 31, 1999                                 0                 0                0
     Year Ended May 31, 1998                            29,904                 0           29,904

PERFORMA SMALL CAP VALUE FUND

     Year Ended May 31, 1999                                 0                 0                0
     Year Ended May 31, 1998                            15,710                 0           15,710

</TABLE>


                                      B-1
<PAGE>



TABLE 2 - MANAGEMENT FEES

The  following  table shows the dollar  amount of fees  payable to Forum for its
management  services  with  respect  to each  Fund (or class  thereof  for those
periods when  multiple  classes were  outstanding)  Also shown are the amount of
fees that were waived by Forum and FAdS, if any, and the actual fees received by
Forum. The data is for the past three fiscal years or shorter period if the Fund
has been in operation for a shorter period.

(I) MANAGEMENT FEES TO FORUM

<TABLE>
               <S>                                      <C>             <C>                 <C>

                                                      MANAGEMENT       MANAGEMENT        MANAGEMENT
                                                          FEE              FEE               FEE
                                                        PAYABLE          WAIVED           RETAINED
PERFORMA STRATEGIC VALUE BOND FUND

     Year Ended May 31, 1999                             2,397             2,397                0
     Year Ended May 31, 1998                             3,317             3,205              112

PERFORMA DISCIPLINED GROWTH FUND

     Year Ended May 31, 1999                            10,387             7,883            2,504
     Year Ended May 31, 1998                             3,307             3,151              156

PERFORMA SMALL CAP VALUE FUND

     Year Ended May 31, 1999                             3,029             3,029                0
     Year Ended May 31, 1998                             1,644             1,563               81

</TABLE>

                                      B-2
<PAGE>


TABLE 3 - ACCOUNTING FEES

The  following  table  shows the dollar  amount of fees  payable to FAcS for its
accounting services with respect to each Fund, the amount of fee that was waived
by FAcS,  if any, and the actual fee received by FAcS.  The data is for the past
three  fiscal years or shorter  period if the Fund has been in  operation  for a
shorter period.

<TABLE>
<S>                                                      <C>                 <C>           <C>

                                                          FEE              FEE               FEE
                                                        PAYABLE          WAIVED           RETAINED
PERFORMA STRATEGIC VALUE BOND FUND
     Year Ended May 31, 1999                            13,500                 0           13,500
     Year Ended May 31, 1998                            12,411            10,500            1,911

PERFORMA DISCIPLINED GROWTH FUND
     Year Ended May 31, 1999                            13,500                 0           13,500
     Year Ended May 31, 1998                            13,225            10,500            2,725

PERFORMA SMALL CAP VALUE FUND
     Year Ended May 31, 1999                            13,500                 0           13,500
     Year Ended May 31, 1998                            12,320            10,500            1,820


</TABLE>

                                      B-3
<PAGE>



TABLE 4 - 5% SHAREHOLDERS

The  following  table  lists the  persons  who owned of record 5% or more of the
outstanding  shares  of a Fund  as of  September  1,  1999,  as  well  as  their
percentage holding of all shares of the Fund.

<TABLE>
<S>                                <C>                                           <C>             <C>

                                                                           SHARE BALANCE      % OF FUND
                             NAME AND ADDRESS

PERFORMA STRATEGIC VALUE
BOND FUND
                             EMSEG & Co                                          757,434.445       81.99
                             Performa Strategic Value Bond Fund
                             C/O Mutual Fund Processing
                             PO Box 1450 NW 8477
                             Minneapolis, MN 55485-1450

                             EMSEG & Co                                           56,448.227        6.11
                             Performa Strategic Value Bond Fund
                             C/O Mutual Fund Processing
                             PO Box 1450 NW 8477
                             Minneapolis, MN 55485-1450

PERFORMA DISCIPLINED
GROWTH FUND
                             Kiro & Co                                           342,810.433        7.51
                             C/O Norwest Bank TX Mutual Funds
                             PO Box 6000
                             San Antonio, TX 78286-6000

                             Dentru & Co                                         925,998.835       20.29
                             Non-Discretionary Cash
                             1740 Broadway MS 8751
                             Denver, CO 80274-0001

                             Seret & Co                                          372,659.702        8.17
                             Discretionary Reinvest
                             1740 Broadway MS 8751
                             Denver, CO 80274-0001

                             Virg & Co                                         2,346,187.051       51.41
                             PO Box 9800
                             Clabasa, CA 91372-0800

PERFORMA SMALL CAP VALUE
FUND
                             Dentru & Co                                         221,547.198       10.82
                             Non-Discretionary Cash
                             1740 Broadway MS 8751
                             Denver, CO 80274-0001


                                       B-4
<PAGE>


                                                                           SHARE BALANCE      % OF FUND
                             NAME AND ADDRESS

PERFORMA SMALL CAP VALUE
FUND (CONT)
                             HEP & Co                                            122,337.550        5.97
                             FBO Wells Fargo Bank
                             Mutual Funds MAC 2141 028
                             9800 PO Box
                             Clabasas, CA 91372-0800

                             EMSEG & Co                                          209,786.725       10.24
                             Performa Small Cap Value Fund
                             C/O Mutual Fund Processing
                             PO Box 1450 NW 8477
                             Minneapolis, MN 55485-1450

                             EMSEG & Co                                        1,205,803.549       58.88
                             Performa Small Cap Value Fund
                             C/O Mutual Fund Processing
                             PO Box 1450 NW 8477
                             Minneapolis, MN 55485-1450


</TABLE>


                                      B-5
<PAGE>





                          APPENDIX C - PERFORMANCE DATA

TABLE 1 - TOTAL RETURNS

The average  annual total return of each Fund for the periods ended May 31, 1999
follows.  The actual  dates of the  commencement  of each Fund's  operations  is
listed in the Fund's  financial  statements.  Calendar  quarter  performance  is
available from the Adviser.

              SEC STANDARDIZED RETURNS

                                    ONE YEAR   FIVE      TEN YEARS     SINCE
                                               YEARS                  INCEPTION

PERFORMA STRATEGIC VALUE BOND FUND   3.21%      N/A        N/A        5.81%
PERFORMA DISCIPLINED GROWTH FUND     9.29%      N/A        N/A        8.52%
PERFORMA SMALL CAP VALUE FUND       (20.77)%    N/A        N/A       (12.50)%




                                      C-1
<PAGE>




                    APPENDIX D - Other Advertisement Matters

From time to time, the sales material for the Funds may include a discussion of,
and commentary by senior management of the Adviser on, the following.

The Trust may compare the Fund family against other bank-managed mutual funds or
other investment  companies based on asset size. The Adviser believes the Funds'
growth  may be  attributed  to three  things:  disciplined  investment  process,
utilizing talented people and focusing on customer needs.

The Funds utilize a disciplined process which relies heavily upon its investment
managers and an experienced  investment  research team. This approach  maximizes
consistency by ensuring that no individual  manager's style unduly  influences a
fund's style.



NORWEST CORPORATION

1929 Northwestern  National  Bank and several upper midwest banks form a holding
     company called Northwestern  National  Bancorporation.  "Banco" acquires 90
     banks in its first year.

1932 At is peak, Banco owns a total of 139 affiliate banks.

1982 Banco  enters the  consumer  finance  business by  acquiring  Dial  Finance
     Company.

1983 The 87 affiliates of Banco are reborn as "Norwest Corporation."

1989 Norwest  consolidates  its operations in the new 57-story Norwest Center in
     downtown Minneapolis.

1997 Norwest  reaches  $50 billion in assets  under  management,  including  $19
     billion in mutual funds.


NORWEST ADVANTAGE FUNDS

1946 Inception of the Common Trust Funds, the company's first pooled  investment
     vehicles.

1987 Norwest introduces two new open-ended  registered  investment company funds
     (commonly  known as mutual  funds),  called the Prime Value Funds.  In less
     than one year, assets under management reach $500 million.

1992 The Norwest  mutual fund family  expands to 11 mutual  funds.  Assets under
     management grow to $3.2 billion.

1994 Conversion to Norwest  Collective Funds (bank collective  investment funds)
     into Norwest Advantage Funds (mutual funds).

1998 Norwest  Advantage  Funds  family  includes  41 mutual  funds with over $20
     billion in assets under management.


Norwest Center
Minneapolis, Minnesota
Designed  by  world-renowned  architect  Cesar  Pelli,  the  Norwest  Center was
constructed  in  1988.   Since  then,  it  has  received   several   prestigious
architectural awards, including the Large Scale Office Award of Excellence, from
the Urban Land Institute  (1989);  the NAIOP (Minnesota) Award for Excellence --
Downtown Building of the Year (1989); the BOMA (Minneapolis)  Office Building of
the Year, over 500,000 sq. ft. (1993);  and the BOMA (Midwest  Northern  Region)
Office Building of the Year, over 500,000 sq. ft. (1994).  The Norwest Center is
located in the financial district of Minneapolis at 90 South Seventh Street.




                                       D-1
<PAGE>




                       NORWEST WEALTHBUILDER II PORTFOLIOS

                       STATEMENT OF ADDITIONAL INFORMATION



                                 October 1, 1999




               Norwest WealthBuilder II Growth Balanced Portfolio
              Norwest WealthBuilder II Growth and Income Portfolio
                    Norwest WealthBuilder II Growth Portfolio


<PAGE>



                          NORWEST ADVANTAGE PORTFOLIOS
                       STATEMENT OF ADDITIONAL INFORMATION

                                 October 1, 1999


Account Information and
Shareholder Servicing:                   Distribution:
         Norwest Bank Minnesota, N.A.             Forum Financial Services, Inc.
         Transfer Agent                           Manager and Distributor
         733 Marquette Avenue                     Two Portland Square
         Minneapolis, MN  55479-0040              Portland, Maine 04101
         (612) 667-8833/(800) 338-1348            (207) 879-1900

Norwest   Advantage  Funds  is  registered  with  the  Securities  and  Exchange
Commission as an open-end  management  investment  company under the  Investment
Company Act of 1940, as amended.

This  Statement of  Additional  Information  supplements  the  Prospectus  dated
October 1, 1999, as may be amended from time to time, offering Class C shares of
the Norwest  WealthBuilder  II Portfolios of Norwest  Advantage  Funds:  Norwest
WealthBuilder II Growth  Portfolio,  Norwest  WealthBuilder II Growth and Income
Portfolio and Norwest WealthBuilder II Growth Balanced Portfolio.

THIS  STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE  INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.

THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ ONLY IN CONJUNCTION WITH
THE CURRENT PROSPECTUS OF THE PORTFOLIOS,  COPIES OF WHICH MAY BE OBTAINED BY AN
INVESTOR  WITHOUT  CHARGE BY CONTACTING  THE  DISTRIBUTOR  AT THE ADDRESS LISTED
ABOVE.



<PAGE>




                                                 TABLE OF CONTENTS
<TABLE>
                    <S>                                                                             <C>
                                                                                                    Page

         Introduction                                                                               1

         1.  Investment Policies                                                                    3
                  Security Ratings Information                                                      3
                  Fixed Income Investments                                                          3
                  Mortgage-Backed And Asset-Backed Securities                                       9
                  Interest Rate Protection Transactions                                            11
                  Hedging And Option Income Strategies                                             11
                  Foreign Currency Transactions                                                    19
                  Equity Securities                                                                21
                  Illiquid Securities and Restricted Securities                                    23
                  Loans of Portfolio Securities                                                    24
                  Borrowing And Transactions Involving Leverage                                    24
                  Repurchase Agreements                                                            27
                  Temporary Defensive Position                                                     27

         2.  Investment Limitations                                                                27
                  Fundamental Limitations                                                          28
                  Non-Fundamental Limitations                                                      29

         3.  Performance and Advertising Data                                                      30
                  SEC Yield Calculations                                                           31
                  Total Return Calculations                                                        31
                  Other Advertisement Matters                                                      32

         4.  Management                                                                            34
                  Trustees and Officers                                                            34
                  Investment Advisory Services                                                     36
                  Management and Administrative Services                                           37
                  Distribution                                                                     39
                  Transfer Agent                                                                   40
                  Custodian                                                                        40
                  Portfolio Accounting                                                             41
                  Expenses                                                                         41

         5.  Portfolio Transactions                                                                42

         6.  Additional Purchase and Redemption Information                                        43
                  General                                                                          43
                  Exchanges                                                                        43
                  Redemptions                                                                      44

         7.  Taxation                                                                              44

                                       i
<PAGE>




                                                 TABLE OF CONTENTS

                                                                                                    Page


         8.  Additional Information About the Trust and the Shareholders of the Portfolios           45
                  Counsel and Auditors                                                               45
                  Ownership of Portfolio Shares                                                      45
                  General Information                                                                46
                  Shareholdings                                                                      46
                  Financial Statements                                                               46
                  Registration Statement                                                             46

         Appendix A - Investments, Strategies and Risk Considerations                               A-1

         Appendix B - Description of Securities Ratings                                             B-1


</TABLE>



                                  INTRODUCTION

The Trust was originally organized under the name "Prime Value Portfolios, Inc."
as a  Maryland  corporation  on  August  29,  1986,  and on July 30,  1993,  was
reorganized  as a Delaware  business  trust under the name  "Norwest  Funds." On
October 1, 1995, the Trust changed its name to "Norwest  Advantage Funds" and on
June 1, 1997,  changed its name back to "Norwest  Funds." On August 4, 1997, the
Trust  changed  its name  back to  "Norwest  Advantage  Funds."  The  Portfolios
currently offer one class of shares: Class C shares.

Each  Portfolio's  investment  adviser is Norwest  Investment  Management,  Inc.
("Norwest"),  a subsidiary of Norwest Bank  Minnesota,  N.A.  ("Norwest  Bank").
Norwest  Bank,  a  subsidiary  of Wells  Fargo & Company,  serves as the Trust's
transfer agent, dividend disbursing agent and custodian.

Forum Financial Services, Inc. ("Forum"), a registered broker-dealer,  serves as
the  Trust's   manager  and  as  distributor  of  the  Trust's   shares.   Forum
Administrative Services, LLC ("FAdS") serves as each Portfolio's administrator.

As used in this SAI, the following terms shall have the meanings listed:

          "Adviser" or "Investment Adviser" shall mean Norwest.

          "Board" shall mean the Board of Trustees of the Trust.

          "CFTC" shall mean the U.S. Commodities Futures Trading Commission.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Custodian"  shall mean Norwest acting in its capacity as custodian of
          a Portfolio.

          "FAdS"  shall mean Forum  Administrative  Services,  LLC,  the Trust's
          administrator.

          "Fitch" shall mean Fitch IBCA, Inc.

          "Forum"  shall mean  Forum  Financial  Services,  Inc.,  a  registered
          broker-dealer and distributor of the Trust's shares.

          "FAcS"  shall  mean  Forum  Accounting  Services,   LLC,  the  Trust's
          accountant.

          "Portfolio"  shall mean each of the three separate series of the Trust
          to  which  this  Statement  of  Additional   Information   relates  as
          identified on the cover page.

          "Moody's" shall mean Moody's Investors Service.

          "Norwest" shall mean Norwest Investment Management, Inc., a subsidiary
          of Norwest Bank Minnesota, N.A.

          "Norwest Bank" shall mean Norwest Bank  Minnesota,  N.A., a subsidiary
          of Wells Fargo & Company.

          "NRSRO"  shall  mean  a  nationally   recognized   statistical  rating
          organization.

          "SEC" shall mean the U.S. Securities and Exchange Commission.

          "S&P" shall mean Standard & Poor's.


                                       1
<PAGE>


          "Stock  Index  Futures"  shall mean futures  contracts  that relate to
          broadly-based stock indices.

          "Transfer  Agent"  shall mean  Norwest  Bank acting in its capacity as
          transfer and dividend disbursing agent of a Portfolio.

          "Trust" shall mean Norwest  Advantage  Funds, an open-end,  management
          investment company registered under the 1940 Act.

          "Underlying Funds" means the affiliated and  non-affiliated  open-end,
          management  investment  companies  or series  in which the  Portfolios
          invest.

          "U.S.   Government   Securities"  shall  mean  obligations  issued  or
          guaranteed by the U.S. Government, its agencies or instrumentalities.

          "1933 Act" shall mean the Securities Act of 1933, as amended.

          "1940 Act" shall mean the Investment Company Act of 1940, as amended.





                                       2
<PAGE>




1.       INVESTMENT POLICIES

The  following  discussion  is intended to  supplement  the  disclosure  in each
Prospectus  concerning each Portfolio's  investments,  investment techniques and
strategies  and the  risks  associated  therewith.  No  Portfolio  may  make any
investment or employ any investment  technique or strategy not referenced in the
Prospectus which relates to that Portfolio.  Each Portfolio seeks to achieve its
investment objective by investing  substantially all of its investable assets in
the Underlying Funds.  Accordingly,  the investment  experience of each of these
Portfolios  will  correspond  directly  with the  investment  experience  of its
respective  Underlying Funds.  Therefore,  although the following  discusses the
investment  policies of the  Portfolios,  it applies  equally to the  Underlying
Funds.

SECURITY RATINGS INFORMATION

Moody's,  S&P and other NRSROs are private  services that provide ratings of the
credit  quality  of  debt  obligations,   including  convertible  securities.  A
description of the range of ratings assigned to various types of bonds and other
securities  by  several  NRSROs is  included  in  Appendix  A to this  SAI.  The
Portfolios may use these ratings to determine whether to purchase,  sell or hold
a security.  It should be emphasized,  however, that ratings are general and are
not  absolute  standards  of  quality.  Consequently,  securities  with the same
maturity, interest rate and rating may have different market prices. If an issue
of  securities  ceases  to be  rated or if its  rating  is  reduced  after it is
purchased by a Portfolio  (neither  event  requiring  sale of such security by a
Portfolio), Norwest will determine whether the Portfolio should continue to hold
the obligation.  To the extent that the ratings given by a NRSRO may change as a
result of changes in such organizations or their rating systems,  the Investment
Adviser will attempt to substitute comparable ratings. Credit ratings attempt to
evaluate the safety of principal  and interest  payments and do not evaluate the
risks of  fluctuations in market value.  Also,  rating agencies may fail to make
timely changes in credit ratings. An issuer's current financial condition may be
better or worse than a rating indicates.

A Portfolio  may  purchase  unrated  securities  if the Adviser  determines  the
security to be of comparable  quality to a rated security that the Portfolio may
purchase.  Unrated securities may not be as actively traded as rated securities.
A Portfolio may retain securities whose rating has been lowered below the lowest
permissible  rating  category (or that are unrated and determined by the Adviser
to be of comparable  quality to  securities  whose rating has been lowered below
the lowest permissible rating category) if the Adviser determines that retaining
such security is in the best interests of the Portfolio.

To limit credit risks, certain Portfolios may only invest in securities that are
investment grade (rated in the top four long-term  investment grades by an NRSRO
or in the top two short-term  investment grades by an NRSRO.)  Accordingly,  the
lowest permissible  long-term  investment grades for corporate bonds,  including
convertible bonds, are Baa in the case of Moody's and BBB in the case of S&P and
Fitch; the lowest  permissible  long-term  investment grades for preferred stock
are Baa in the case of  Moody's  and BBB in the case of S&P and  Fitch;  and the
lowest permissible  short-term  investment grades for short-term debt, including
commercial  paper, are Prime-2 (P-2) in the case of Moody's,  A-2 in the case of
S&P and F-2 in the case of Fitch. All these ratings are generally  considered to
be investment  grade ratings,  although  Moody's  indicates that securities with
long-term ratings of Baa have speculative characteristics.

FIXED INCOME INVESTMENTS

GENERAL INFORMATION CONCERNING FIXED INCOME SECURITIES

Yields on fixed income securities, including municipal securities, are dependent
on a variety of factors,  including  the general  conditions of the money market
and other fixed income securities  markets,  the size of a particular  offering,
the  maturity  of the  obligation  and the  rating of the  issue.  Fixed  income
securities  with  longer  maturities  tend  to  produce  higher  yields  and are
generally  subject to greater  price  movements  than  obligations  with shorter
maturities.  There is normally an inverse  relationship between the market value
of  securities  sensitive to  prevailing  interest  rates and actual  changes in
interest  rates.  In other words,  an increase in interest  rates will generally


                                       3
<PAGE>


reduce the market  value of  portfolio  investments,  and a decline in  interest
rates will generally increase the value of portfolio investments.

Obligations  of  issuers  of  fixed  income  securities   (including   municipal
securities) are subject to the provisions of bankruptcy,  insolvency,  and other
laws  affecting  the rights  and  remedies  of  creditors,  such as the  Federal
Bankruptcy Reform Act of 1978. In addition, the obligations of municipal issuers
may  become   subject  to  laws  enacted  in  the  future  by  Congress,   state
legislatures,  or referenda  extending the time for payment of principal  and/or
interest,  or imposing other constraints upon enforcement of such obligations or
upon the ability of municipalities  to levy taxes.  Changes in the ability of an
issuer to make payments of interest and principal and in the market's perception
of an issuer's  creditworthiness  will also affect the market  value of the debt
securities of that issuer. The possibility exists, therefore,  that, the ability
of any  issuer to pay,  when due,  the  principal  of and  interest  on its debt
securities may become impaired.

U.S. GOVERNMENT SECURITIES

In addition to  obligations  of the U.S.  Treasury,  each of the  Portfolios may
invest in U.S. Government Securities. Agencies and instrumentalities which issue
or guarantee debt securities and which have been established or sponsored by the
United States government  include the Bank for  Cooperatives,  the Export-Import
Bank, the Federal Farm Credit System,  the Federal Home Loan Banks,  the Federal
Home Loan Mortgage  Corporation,  the Federal  Intermediate  Credit  Banks,  the
Federal  Land  Banks,  the  Federal  National  Mortgage  Association,  the Small
Business  Administration,  the Government National Mortgage  Association and the
Student Loan  Marketing  Association.  Others are  supported by the right of the
issuer to borrow from the Treasury;  others are  supported by the  discretionary
authority of the U.S. government to purchase the agency's obligations; and still
others are supported primarily or solely by the  creditworthiness of the issuer.
No  assurance  can be given that the U.S.  government  would  provide  financial
support to U.S.  government-sponsored agencies or instrumentalities if it is not
obligated  to  do  so  by  law.  Accordingly,  although  these  securities  have
historically involved little risk of loss of principal if held to maturity, they
may involve more risk than securities backed by the U.S. Government's full faith
and credit.  A  Portfolio  will invest in the  obligations  of such  agencies or
instrumentalities  only when Norwest  believes that the credit risk with respect
thereto is consistent with the Portfolio's investment policies.

BANK OBLIGATIONS

Each Portfolio may invest in obligations  of financial  institutions,  including
negotiable  certificates of deposit,  bankers'  acceptances and time deposits of
U.S. banks (including savings banks and savings associations),  foreign branches
of U.S. banks,  foreign banks and their non-U.S.  branches  (Eurodollars),  U.S.
branches  and  agencies of foreign  banks  (Yankee  dollars),  and  wholly-owned
banking-related  subsidiaries of foreign banks. A Portfolio's investments in the
obligations of foreign banks and their branches, agencies or subsidiaries may be
obligations of the parent, of the issuing branch, agency or subsidiary, or both.
Investments  in foreign  bank  obligations  are  limited  to banks and  branches
located in countries which the Investment  Adviser believes do not present undue
risk.

A certificate of deposit is an interest-bearing negotiable certificate issued by
a bank  against  funds  deposited  in  the  bank.  A  bankers'  acceptance  is a
short-term draft drawn on a commercial bank by a borrower, usually in connection
with an international  commercial  transaction.  Although the borrower is liable
for payment of the draft, the bank  unconditionally  guarantees to pay the draft
at its  face  value on the  maturity  date.  Time  deposits  are  non-negotiable
deposits with a banking  institution that earn a specified  interest rate over a
given period. Certificates of deposit and fixed time deposits, which are payable
at the stated maturity date and bear a fixed rate of interest,  generally may be
withdrawn  on demand by the  Portfolio  but may be subject  to early  withdrawal
penalties which vary depending upon market conditions and the remaining maturity
of the obligation and could reduce the Portfolio's  yield.  Although  fixed-time
deposits do not in all cases have a secondary  market,  there are no contractual
restrictions  on the right to transfer a beneficial  interest in the deposits to
third parties.  Deposits subject to early withdrawal penalties or that mature in
more than seven days are treated as illiquid  securities  if there is no readily
available market for the securities.

The Portfolios may invest in Eurodollar  certificates of deposit, which are U.S.
dollar  denominated  certificates  of deposit  issued by offices of foreign  and
domestic  banks  located  outside  the United  States;  Yankee  certificates  of


                                       4
<PAGE>


deposit,  which are certificates of deposit issued by a U.S. branch of a foreign
bank denominated in U.S. dollars and held in the United States;  Eurodollar time
deposits  ("ETDs"),  which are U.S.  dollar  denominated  deposits  in a foreign
branch of a U.S. bank or a foreign bank; and Canadian time  deposits,  which are
essentially the same as ETDs, except that they are issued by Canadian offices of
major Canadian banks.

Investments that a Portfolio may make in instruments of foreign banks,  branches
or  subsidiaries  may involve  certain  risks,  including  future  political and
economic  developments,  the possible imposition of foreign withholding taxes on
interest   income  payable  on  such   securities,   the  possible   seizure  or
nationalization  of  foreign  deposits,   differences  from  domestic  banks  in
applicable  accounting,  auditing and  financial  reporting  standards,  and the
possible  establishment of exchange controls or other foreign  governmental laws
or  restrictions  applicable to the payment of  certificates  of deposit or time
deposits  which might affect  adversely the payment of principal and interest on
such securities held by the Portfolio.

SHORT TERM DEBT SECURITIES/COMMERCIAL PAPER

Each Portfolio may assume a temporary  defensive position and may invest without
limit  in  commercial  paper  that is  rated  in one of the two  highest  rating
categories by an NRSRO or, if not rated, determined by the Investment Adviser to
be of comparable  quality.  Portfolios also may invest in commercial paper as an
investment and not as a temporary defensive position. Except as noted below with
respect to variable  master demand notes,  issues of commercial  paper  normally
have maturities of less than nine months and fixed rates of return.

Variable  amount master demand notes are unsecured  demand notes that permit the
indebtedness  thereunder  to vary and provide for  periodic  adjustments  in the
interest rate  according to the terms of the  instrument.  Because master demand
notes are direct lending  arrangements  between a Portfolio and the issuer, they
are not normally traded. Although there is no secondary market in the notes, the
Portfolio  may demand  payment of  principal  and accrued  interest at any time.
Variable  amount master demand notes must satisfy the same criteria as set forth
above for commercial paper.

GUARANTEED INVESTMENT CONTRACTS

The Portfolios may invest in guaranteed  investment contracts ("GICs") issued by
insurance  companies.  Pursuant  to  such  contracts,  a  Portfolio  makes  cash
contributions to a deposit fund of the insurance company's general account.  The
insurance  company  then  credits to the deposit  Portfolio  on a monthly  basis
guaranteed  interest  at a rate based on an index.  The GICs  provide  that this
guaranteed  interest will not be less than a certain minimum rate. The insurance
company may assess periodic  charges against a GIC for expense and service costs
allocable  to it,  and  these  charges  will be  deducted  from the value of the
deposit  Portfolio.  A Portfolio  will  purchase a GIC only when the  Investment
Adviser  has  determined  that  the GIC  presents  minimal  credit  risks to the
Portfolio and is of comparable quality to instruments in which the Portfolio may
otherwise invest.  Because a Portfolio may not receive the principal amount of a
GIC from the  insurance  company  on seven  days'  notice or less,  a GIC may be
considered an illiquid investment. The term of a GIC will be one year or less.

The  interest  rate  on a GIC may be tied to a  specified  market  index  and is
guaranteed not to be less than a certain minimum rate.

ZERO COUPON SECURITIES

Zero coupon  securities  are sold at original issue discount and pay no interest
to holders prior to maturity.  Accordingly,  these securities usually trade at a
deep  discount  from  their  face or par value and will be  subject  to  greater
fluctuations  of market value in response to changing  interest  rates than debt
obligations  of  comparable  maturities  which  make  current  distributions  of
interest.  Federal tax law  requires  that a  Portfolio  accrue a portion of the
discount at which a zero-coupon  security was purchased as income each year even
though the Portfolio receives no interest payment in cash on the security during
the year.  Interest on these securities,  however,  is reported as income by the
Portfolio and must be distributed to its shareholders. The Portfolios distribute
all of their net investment income, and may have to sell portfolio securities to
distribute imputed income, which may occur at a time when the Investment Adviser


                                       5
<PAGE>


would not have chosen to sell such  securities and which may result in a taxable
gain or loss.

Currently,  U.S.  Treasury  securities  issued without coupons include  Treasury
bills and  separately  traded  principal  and interest  components of securities
issued or guaranteed by the U.S. Treasury.  These stripped components are traded
independently  under the Treasury's  Separate Trading of Registered Interest and
Principal  of  Securities  ("STRIPS")  program  or as  Coupons  Under Book Entry
Safekeeping  ("CUBES").  A number  of banks and  brokerage  firms  separate  the
principal  and  interest  portions  of U.S.  Treasury  securities  and sell them
separately  in the  form of  receipts  or  certificates  representing  undivided
interests in these  instruments.  These instruments are generally held by a bank
in a custodial or trust  account on behalf of the owners of the  securities  and
are known by  various  names,  including  Treasury  Receipts  ("TRs"),  Treasury
Investment  Growth  Receipts  ("TIGRs") and  Certificates of Accrual on Treasury
Securities ("CATS").  In addition,  corporate debt securities may be zero coupon
securities.

MUNICIPAL SECURITIES

Municipal  securities are issued by the States,  territories  and possessions of
the United States,  their political  subdivisions (such as cities,  counties and
towns)  and  various  authorities  (such  as  public  housing  or  redevelopment
authorities), instrumentalities, public corporations and special districts (such
as  water,  sewer  or  sanitary  districts)  of  the  States,   territories  and
possessions of the United States or their political  subdivisions.  In addition,
municipal  securities  include  securities  issued  by or on  behalf  of  public
authorities to finance various privately operated facilities, such as industrial
development  bonds or other private  activity  bonds that are backed only by the
assets  and  revenues  of  the  non-governmental  user  (such  as  manufacturing
enterprises, hospitals, colleges or other entities).

Municipal securities historically have not been subject to registration with the
SEC, although there have been proposals which would require  registration in the
future.

MUNICIPAL NOTES.  Municipal notes,  which may be either "general  obligation" or
"revenue" securities are intended to fulfill the short-term capital needs of the
issuer and generally have  maturities  not exceeding one year.  They include the
following: tax anticipation notes, revenue anticipation notes, bond anticipation
notes, construction loan notes and tax-exempt commercial paper. Tax anticipation
notes are issued to finance  working  capital needs of  municipalities,  and are
payable from various  anticipated future seasonal tax revenues,  such as income,
sales,  use and  business  taxes.  Revenue  anticipation  notes  are  issued  in
expectation  of receipt of other  types of  revenues,  such as federal  revenues
available  under various federal revenue  sharing  programs.  Bond  anticipation
notes are issued to provide interim  financing until long-term  financing can be
arranged  and are  typically  payable  from  proceeds  of the  long-term  bonds.
Construction  loan  notes  are sold to  provide  construction  financing.  After
successful  completion  and  acceptance,  many such projects  receive  permanent
financing through the Federal Housing  Administration under the Federal National
Mortgage Association or the Government National Mortgage Association. Tax-exempt
commercial  paper is a short-term  obligation with a stated maturity of 365 days
or less.  It is issued by  agencies  of state and local  governments  to finance
seasonal  working  capital needs or as short-term  financing in  anticipation of
longer term financing.  Municipal notes also include longer term issues that are
remarketed to investors periodically, usually at one year intervals or less.

MUNICIPAL  BONDS.  Municipal bonds meet longer term capital needs of a municipal
issuer and generally have maturities of more than one year when issued.  General
obligation  bonds are used to fund a wide  range of public  projects,  including
construction or improvement of schools,  highways and roads, and water and sewer
systems. General obligation bonds are secured by the issuer's pledge of its full
faith and credit and taxing power for the payment of principal and interest. The
taxes  that can be levied  for the  payment  of debt  service  may be limited or
unlimited  as to rate or  amount.  Revenue  bonds in recent  years  have come to
include an increasingly wide variety of types of municipal obligations.  As with
other kinds of municipal  obligations,  the issuers of revenue bonds may consist
of virtually any form of state or local governmental entity. Generally,  revenue
bonds are secured by the  revenues or net  revenues  derived  from a  particular
facility, class of facilities, or, in some cases, from the proceeds of a special
excise or other  specific  revenue  source,  but not from general tax  revenues.
Revenue bonds are issued to finance a wide variety of capital projects including
electric, gas, water and sewer systems; highways, bridges, and tunnels; port and


                                       6
<PAGE>


airport  facilities;  colleges and  universities;  and hospitals.  Many of these
bonds are additionally  secured by a debt service reserve fund which can be used
to make a limited number of principal and interest  payments  should the pledged
revenues be insufficient.  Various forms of credit  enhancement,  such as a bank
letter of credit or municipal  bond  insurance,  may also be employed in revenue
bond issues.  Revenue  bonds issued by housing  authorities  may be secured in a
number of ways, including partially or fully insured mortgages,  rent subsidized
and/or collateralized  mortgages,  and/or the net revenues from housing or other
public  projects.  Some  authorities  provide further  security in the form of a
state's ability (without obligation) to make up deficiencies in the debt service
reserve fund.  In recent years,  revenue bonds have been issued in large volumes
for projects that are privately owned and operated, as discussed below.

Municipal  bonds are  considered  private  activity  bonds if they are issued to
raise money for privately owned or operated facilities used for such purposes as
production  or  manufacturing,  housing,  health  care and  other  nonprofit  or
charitable purposes. These bonds are also used to finance public facilities such
as airports,  mass transit  systems and ports.  The payment of the principal and
interest  on such bonds is  dependent  solely on the  ability of the  facility's
owner or user to meet its financial  obligations and the pledge, if any, of real
and personal property as security for such payment.

While  at one time  the  pertinent  provisions  of the  Code  permitted  private
activity bonds to bear tax-exempt interest in connection with virtually any type
of commercial  or  industrial  project  (subject to various  restrictions  as to
authorized costs, size limitations,  state per capita volume  restrictions,  and
other  matters),  the types of  qualifying  projects  under the Code have become
increasingly limited,  particularly since the enactment of the Tax Reform Act of
1986.  Under  current  provisions  of the  Code,  tax-exempt  financing  remains
available, under prescribed conditions, for certain privately owned and operated
facilities  of  organizations  described  in  Section  501(c)(3)  of  the  Code,
multi-family  rental  housing  facilities,  airports,  docks and  wharves,  mass
commuting  facilities and solid waste disposal  projects,  among others, and for
the tax-exempt refinancing of various kinds of other private commercial projects
originally  financed  with  tax-exempt  bonds.  In  future  years,  the types of
projects  qualifying  under  the  Code for  tax-exempt  financing  could  become
increasingly limited.

OTHER MUNICIPAL OBLIGATIONS. Other municipal obligations, incurred for a variety
of financing  purposes,  include municipal leases,  which may take the form of a
lease or an installment purchase or conditional sale contract.  Municipal leases
are entered into by state and local  governments  and  authorities  to acquire a
wide variety of equipment and facilities  such as fire and sanitation  vehicles,
telecommunications   equipment  and  other  capital  assets.   Municipal  leases
frequently have special risks not normally associated with general obligation or
revenue bonds.  Leases and  installment  purchase or conditional  sale contracts
(which normally  provide for title to the leased asset to pass eventually to the
government  issuer) have evolved as a means for governmental  issuers to acquire
property and equipment  without being  required to meet the  constitutional  and
statutory  requirements for the issuance of debt. The debt-issuance  limitations
of many state  constitutions and statutes are deemed to be inapplicable  because
of the inclusion in many leases or contracts of "non-appropriation" clauses that
provide that the  governmental  issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis.

ALTERNATIVE MINIMUM TAX. Municipal securities are also categorized according to:
(1)  whether  the  interest  is or is  not  includable  in  the  calculation  of
alternative  minimum taxes imposed on individuals and corporations,  (2) whether
the costs of acquiring or carrying the bonds are or are not  deductible  in part
by banks and other financial  institutions,  and (3) other criteria relevant for
Federal income tax purposes.  Due to the  increasing  complexity of the Code and
related  requirements  governing  the  issuance of  tax-exempt  bonds,  industry
practice  has  uniformly  required as a condition to the issuance of such bonds,
but  particularly  for revenue bonds,  an opinion of nationally  recognized bond
counsel as to the tax-exempt status of interest on the bonds.

PUTS AND STANDBY COMMITMENTS ON MUNICIPAL SECURITIES. The Portfolios may acquire
"puts" with respect to municipal securities. A put gives the Portfolio the right
to sell the municipal  security at a specified  price at any time on or before a
specified  date.  The  Portfolios  may  sell,  transfer  or assign a put only in
conjunction with its sale,  transfer or assignment of the underlying security or
securities.  The amount  payable to a Portfolio  upon its exercise of a "put" is
normally:  (1) the  Portfolio's  acquisition  cost of the  municipal  securities
(excluding any accrued


                                       7
<PAGE>


interest  which the  Portfolio  paid on their  acquisition),  less any amortized
market premium or plus any amortized  market or original  issue discount  during
the period the Portfolio owned the securities,  plus (2) all interest accrued on
the securities since the last interest payment date during that period.

Puts may be  acquired by the  Portfolios  to  facilitate  the  liquidity  of its
portfolio  assets.  Puts may also be used to facilitate  the  reinvestment  of a
Portfolio's  assets  at a  rate  of  return  more  favorable  than  that  of the
underlying security. The Portfolios expect that they will generally acquire puts
only where the puts are available  without the payment of any direct or indirect
consideration.  However, if necessary or advisable, the Portfolios may pay for a
put  either  separately  in cash or by  paying  a  higher  price  for  portfolio
securities  which are acquired  subject to the puts (thus  reducing the yield to
maturity otherwise available for the same securities).  The Portfolios intend to
enter into puts only with dealers,  banks and broker-dealers  that, in Norwest's
opinion, present minimal credit risks.

The  Portfolios  may purchase  municipal  securities  together with the right to
resell  them to the  seller or a third  party at an  agreed-upon  price or yield
within specified  periods prior to their maturity dates.  Such a right to resell
is commonly known as a "stand-by  commitment," and the aggregate price which the
Portfolio pays for securities with a stand-by  commitment may be higher than the
price which otherwise would be paid. A Portfolio  acquires stand-by  commitments
solely to  facilitate  portfolio  liquidity  and does not  exercise  its  rights
thereunder for trading purposes.  Stand-by  commitments involve certain expenses
and risks,  including the  inability of the issuer of the  commitment to pay for
the securities at the time the commitment is exercised, non-marketability of the
commitment,  and differences between the maturity of the underlying security and
the maturity of the commitment. The Portfolios' policy is to enter into stand-by
commitment  transactions  only  with  municipal  securities  dealers  which  are
determined to present minimal credit risks.

The  acquisition  of a stand-by  commitment  does not affect  the  valuation  or
maturity of the underlying  municipal  securities which continue to be valued in
accordance with the amortized cost method.  Stand-by commitments acquired by the
Portfolio are valued at zero in  determining  net asset value.  When a Portfolio
pays directly or indirectly for a stand-by commitment,  its cost is reflected as
unrealized  depreciation  for the period  during which the  commitment  is held.
Stand-by  commitments  do  not  affect  the  average  weighted  maturity  of the
Portfolio's portfolio of securities.

VARIABLE AND FLOATING RATE SECURITIES

The securities in which the Portfolios invest (including municipal securities or
mortgage-  and  asset-backed  securities,  as  applicable)  may have variable or
floating rates of interest and, under certain  limited  circumstances,  may have
varying  principal  amounts.  These  securities  pay  interest at rates that are
adjusted periodically accordingly to a specified formula, usually with reference
to one or more interest rate indices or market  interest rates (the  "underlying
index").  The interest paid on these  securities is a function  primarily of the
underlying  index upon  which the  interest  rate  adjustments  are based.  Such
adjustments  minimize  changes  in  the  market  value  of the  obligation  and,
accordingly, enhance the ability of the Portfolio to maintain a stable net asset
value.  Similar to fixed  rate debt  instruments,  variable  and  floating  rate
instruments  are subject to changes in value based on changes in market interest
rates or changes  in the  issuer's  creditworthiness.  The rate of  interest  on
securities  purchased by a Portfolio may be tied to Treasury or other government
securities or indices on those  securities as well as any other rate of interest
or  index.   Certain  variable  rate  securities   (including   mortgage-related
securities  or  mortgage-backed  securities)  pay interest at a rate that varies
inversely to prevailing  short-term  interest  rates  (sometimes  referred to as
inverse  floaters).  For  instance,  upon reset the  interest  rate payable on a
security  may go down when the  underlying  index has risen.  During  times when
short-term  interest rates are relatively low as compared to long-term  interest
rates a  Portfolio  may  attempt  to  enhance  its yield by  purchasing  inverse
floaters.  Certain  inverse  floaters may have an interest rate reset  mechanism
that  multiplies  the effects of changes in the underlying  index.  This form of
leverage may have the effect of  increasing  the  volatility  of the  security's
market value while increasing the security's, and thus the Portfolio's, yield.

There may not be an active  secondary  market  for any  particular  floating  or
variable   rate   instruments   (particularly   inverse   floaters  and  similar
instruments)  which could make it  difficult  for a Portfolio  to dispose of the
instrument if the issuer  defaulted on its repayment  obligation  during periods
that the  Portfolio is not entitled to exercise any demand rights it may have. A


                                       8
<PAGE>


Portfolio  could,  for this or other  reasons,  suffer a loss with respect to an
instrument.  The Portfolios'  Investment  Adviser  monitors the liquidity of the
Portfolios' investment in variable and floating rate instruments,  but there can
be no guarantee that an active secondary market will exist.

Many  variable  rate  instruments  include  the  right of the  holder  to demand
prepayment  of the  principal  amount  of the  obligation  prior  to its  stated
maturity  and the right of the issuer to prepay the  principal  amount  prior to
maturity. The payment of principal and interest by issuers of certain securities
purchased  by the  Portfolios  may be  guaranteed  by letters of credit or other
credit  facilities  offered  by  banks  or other  financial  institutions.  Such
guarantees will be considered in determining  whether a municipal security meets
the Portfolios' investment quality requirements.

Variable rate obligations  purchased by the Portfolios may include participation
interests in variable rate  obligations  purchased by the Portfolios from banks,
insurance  companies  or  other  financial   institutions  that  are  backed  by
irrevocable  letters  of  credit or  guarantees  of banks.  The  Portfolios  can
exercise  the  right,  on not more than  thirty  days'  notice,  to sell such an
instrument  back to the bank from which it purchased the  instrument and draw on
the  letter  of  credit  for  all  or any  part  of the  principal  amount  of a
Portfolio's participation interest in the instrument, plus accrued interest, but
will do so only:  (1) as required to provide  liquidity to a  Portfolio;  (2) to
maintain a high quality  investment  portfolio;  or (3) upon a default under the
terms of the demand instrument.  Banks and other financial  institutions  retain
portions of the interest paid on such variable  rate  obligations  as their fees
for servicing such  instruments  and the issuance of related  letters of credit,
guarantees and repurchase commitments.

The  Portfolios  will not  purchase  participation  interests  in variable  rate
obligations unless it is advised by counsel or receives a ruling of the Internal
Revenue  Service that interest  earned by the Portfolios from the obligations in
which it holds  participation  interests is exempt from Federal  income tax. The
Internal Revenue Service has announced that it ordinarily will not issue advance
rulings  on  certain  of the  Federal  income  tax  consequences  applicable  to
securities,   or  participation  interests  therein,  subject  to  a  put.  Each
Portfolio's  investment  adviser monitors the pricing,  quality and liquidity of
variable rate demand obligations and participation interests therein held by the
Portfolio on the basis of published financial information, rating agency reports
and other research services to which the Investment Adviser may subscribe.

Certain  securities may have an initial  principal  amount that varies over time
based on an interest rate index, and, accordingly, a Portfolio might be entitled
to less than the initial  principal  amount of the security upon the  security's
maturity.  The  Portfolios  intend to  purchase  such  securities  only when the
Investment  Adviser  believes the interest income from the instrument  justifies
any principal risks  associated with the instrument.  A Portfolio may attempt to
limit any potential loss of principal by purchasing similar instruments that are
intended  to  provide  an  offsetting  increase  in  principal.  There can be no
assurance that a Portfolio  will be able to limit  principal  fluctuations  and,
accordingly,  a Portfolio may incur losses on those  securities  even if held to
maturity without issuer default.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

TYPES OF CREDIT ENHANCEMENT

To  lessen  the  effect of  failures  by  obligors  on  Mortgage  Assets to make
payments, mortgage-backed securities may contain elements of credit enhancement.
Credit enhancement falls into two categories:  (1) liquidity protection; and (2)
protection  against  losses  resulting  after  default  by  an  obligor  on  the
underlying  assets and collection of all amounts  recoverable  directly from the
obligor and through liquidation of the collateral.  Liquidity  protection refers
to the provisions of advances, generally by the entity administering the pool of
assets  (usually  the  bank,   savings   association  or  mortgage  banker  that
transferred the underlying loans to the issuer of the security),  to ensure that
the  receipt of  payments on the  underlying  pool  occurs in a timely  fashion.
Protection  against  losses  resulting  after  default and  liquidation  ensures
ultimate  payment of the  obligations on at least a portion of the assets in the
pool. Such protection may be provided through guarantees,  insurance policies or
letters of credit obtained by the issuer or sponsor from third parties,  through
various means of  structuring  the  transaction or through a combination of such
approaches.  The  Portfolios  will not pay any  additional  fees for such credit
enhancement, although the existence of credit enhancement may increase the price
of security.


                                       9
<PAGE>


Examples of credit  enhancement  arising out of the structure of the transaction
include: (1)  "senior-subordinated  securities"  (multiple class securities with
one or more classes  subordinate to other classes as to the payment of principal
thereof and interest  thereon,  with the result that defaults on the  underlying
assets are borne first by the holders of the subordinated  class);  (2) creation
of  "spread  accounts"  or  "reserve  Portfolios"  (where  cash or  investments,
sometimes  funded from a portion of the  payments on the  underlying  assets are
held in reserve against future losses); and (3) "over-collateralization"  (where
the scheduled  payments on, or the principal  amount of, the  underlying  assets
exceeds that required to make payment of the securities and pay any servicing or
other fees). The degree of credit enhancement  provided for each issue generally
is based on historical information regarding the level of credit risk associated
with the  underlying  assets.  Delinquency  or loss in excess of that covered by
credit enhancement protection could adversely affect the return on an investment
in such a security.

ASSET-BACKED SECURITIES

A  Portfolio  may  invest in  asset-backed  securities,  which  have  structural
characteristics similar to mortgage-backed securities but have underlying assets
that are not  mortgage  loans  or  interests  in  mortgage  loans.  Asset-backed
securities are securities that represent direct or indirect  participations  in,
or are secured by and payable  from,  assets such as motor  vehicle  installment
sales contracts, installment loan contracts, leases of various types of real and
personal   property  and  receivables   from  revolving   credit  (credit  card)
agreements.  Such assets are  securitized  through the use of trusts and special
purpose corporations.

Asset-backed  securities are often backed by a pool of assets  representing  the
obligations of a number of different parties. Payments of principal and interest
may be  guaranteed  up to certain  amounts  and for a certain  time  period by a
letter of credit issued by a financial institution.

Asset-backed  securities  present  certain  risks  that  are  not  presented  by
mortgage-backed  debt  securities  or other  securities in which a Portfolio may
invest. Primarily, these securities do not always have the benefit of a security
interest  in  comparable  collateral.  Credit  card  receivables  are  generally
unsecured  and the debtors are entitled to the  protection  of a number of state
and Federal  consumer  credit laws, many of which give such debtors the right to
set off certain amounts owed on the credit cards,  thereby  reducing the balance
due. Automobile  receivables generally are secured by automobiles.  Most issuers
of automobile  receivables permit the loan servicers to retain possession of the
underlying  obligations.  If the  servicer  were to sell  these  obligations  to
another  party,  there is a risk that the  purchaser  would  acquire an interest
superior to that of the holders of the  asset-backed  securities.  In  addition,
because of the large number of vehicles  involved in a typical  issuance and the
technical  requirements  under  state  laws,  the trustee for the holders of the
automobile receivables may not have a proper security interest in the underlying
automobiles.  Therefore, there is the possibility that recoveries on repossessed
collateral  may not, in some cases,  be available  to support  payments on these
securities.  Because  asset-backed  securities  are  relatively  new, the market
experience in these  securities  is limited and the market's  ability to sustain
liquidity through all phases of the market cycle has not been tested.

INTEREST-ONLY AND PRINCIPAL-ONLY SECURITIES

Some tranches of mortgage-backed  securities,  including CMOs, are structured so
that  investors  receive only  principal  payments  generated by the  underlying
collateral.  Principal only  securities  ("POs") usually sell at a deep discount
from face value on the assumption that the purchaser will ultimately receive the
entire face value  through  scheduled  payments and  prepayments;  however,  the
market values of POs are  extremely  sensitive to prepayment  rates,  which,  in
turn,  vary with  interest  rate  changes.  If  interest  rates are  falling and
prepayments accelerate, the value of the PO will increase. On the other hand, if
rates rise and prepayments slow, the value of the PO will drop.

Interest only  securities  ("IOs") result from the creation of POs;  thus,  CMOs
with PO tranches also have IO tranches. IO securities sell at a deep discount to
their  "notional"  principal  amount,  namely  the  principal  balance  used  to
calculate the amount of interest due. They have no face or par value and, as the
notional principal amortizes and prepays, the IO cash-flow declines.


                                       10
<PAGE>


Unlike POs, IOs increase in value when interest rates rise and prepayment  rates
slow;  consequently they are often used to "hedge"  portfolios  against interest
rate risk. If prepayment  rates are high, a Portfolio may receive less cash back
than it initially invested.

INTEREST RATE PROTECTION TRANSACTIONS

Certain  Portfolios  may  enter  into  interest  rate  protection  transactions,
including  interest  rate swaps,  caps,  collars and floors.  Interest rate swap
transactions  involve an  agreement  between two  parties to  exchange  interest
payment  streams that are based,  for example,  on variable and fixed rates that
are  calculated on the basis of a specified  amount of principal  (the "notional
principal  amount") for a specified period of time.  Interest rate cap and floor
transactions  involve an agreement  between two parties in which the first party
agrees to make payments to the  counterparty  when a designated  market interest
rate  goes  above  (in the  case of a cap) or  below  (in the case of a floor) a
designated  level on  predetermined  dates or during a  specified  time  period.
Interest rate collar  transactions  involve an agreement  between two parties in
which the payments are made when a designated  market  interest rate either goes
above a  designated  ceiling or goes below a designated  floor on  predetermined
dates or during a specified time period.

A Portfolio  expects to enter into  interest  rate  protection  transactions  to
preserve  a return  or spread  on a  particular  investment  or  portion  of its
portfolio  or to protect  against  any  increase in the price of  securities  it
anticipates  purchasing  at a later  date.  The  Portfolios  intend to use these
transactions as a hedge and not as a speculative investment.

A  Portfolio  may  enter  into  interest  rate  protection  transactions  on  an
asset-based  basis,  depending  on  whether  it is  hedging  its  assets  or its
liabilities,  and will usually  enter into  interest  rate swaps on a net basis,
i.e.,  the two payment  streams are netted out, with the Portfolio  receiving or
paying, as the case may be, only the net amount of the two payments. Inasmuch as
these  interest  rate  protection  transactions  are entered into for good faith
hedging purposes,  and inasmuch as segregated  accounts will be established with
respect to such  transactions,  the Portfolios  believe such  obligations do not
constitute  senior  securities.  The net  amount  of the  excess,  if any,  of a
Portfolio's obligations over its entitlements with respect to each interest rate
swap will be accrued  on a daily  basis and an amount of cash,  U.S.  Government
Securities or other liquid high grade debt  obligations  having an aggregate net
asset  value at least  equal  to the  accrued  excess  will be  maintained  in a
segregated  account by a custodian that satisfies the  requirements  of the 1940
Act. Each Portfolio also will  establish and maintain such  segregated  accounts
with respect to its total obligations under any interest rate swaps that are not
entered into on a net basis and with respect to any interest rate caps,  collars
and floors that are written by the Portfolio.

A Portfolio  will enter into interest  rate  protection  transactions  only with
banks and other  institutions  believed  by the  Investment  Adviser  to present
minimal  credit  risks.  If  there is a  default  by the  other  party to such a
transaction,  the Portfolio will have to rely on its contractual remedies (which
may be limited  by  bankruptcy,  insolvency  or similar  laws)  pursuant  to the
agreements related to the transaction.

The swap market has grown  substantially  in recent years with a large number of
banks and  investment  banking  firms  acting both as  principals  and as agents
utilizing  standardized swap  documentation.  Caps,  collars and floors are more
recent innovations for which  documentation is less  standardized.  Accordingly,
those instruments are less liquid than swaps.

HEDGING AND OPTION INCOME STRATEGIES

COVERED CALLS AND HEDGING

The  Portfolios  may write  covered calls on up to 100% of their total assets or
may employ one or more types of  instruments to hedge  ("Hedging  Instruments").
When hedging to attempt to protect  against  declines in the market value of its
securities,  to  permit  the it to  retain  unrealized  gains  in the  value  of
portfolio securities which have appreciated, or to facilitate selling securities
for investment  reasons,  a Portfolio would:  (1) sell Stock Index Futures;  (2)
purchase  puts on such  futures or  securities;  or (3) write  covered  calls on
securities  or on Stock Index  Futures.  When hedging to establish a position in


                                       11
<PAGE>


the equities markets as a temporary substitute for purchasing  particular equity
securities  (which a Portfolio  will  normally  purchase and then  terminate the
hedging  position),  a Portfolio  would: (1) purchase Stock Index Futures or (2)
purchase calls on such Futures or on  securities.  The  Portfolios'  strategy of
hedging with Stock Index  Futures and options on such Futures will be incidental
to the Portfolios' activities in the underlying cash market.

WRITING  COVERED CALL OPTIONS.  A Portfolio may write (i.e.,  sell) call options
("calls") if: (1) the calls are listed on a domestic  securities or  commodities
exchange  and  (2) the  calls  are  "covered"  (i.e.,  the  Portfolio  owns  the
securities  subject to the call or other  securities  acceptable  for applicable
escrow  arrangements)  while the call is outstanding.  A call written on a Stock
Index Future must be covered by  deliverable  securities  or  segregated  liquid
assets.  If a call written by the Portfolio is exercised,  the Portfolio forgoes
any profit  from any  increase  in the market  price above the call price of the
underlying investment on which the call was written.

When a Portfolio  writes a call on a security,  it receives a premium and agrees
to sell the underlying  securities to a purchaser of a corresponding call on the
same security during the call period (usually not more than 9 months) at a fixed
exercise  price  (which  may  differ  from the  market  price of the  underlying
security),  regardless of market price changes during the call period.  The risk
of loss will have been retained by the Portfolio if the price of the  underlying
security  should  decline  during the call  period,  which may be offset to some
extent by the premium.

To terminate its obligation on a call it has written, a Portfolio may purchase a
corresponding call in a "closing purchase transaction." A profit or loss will be
realized,  depending  upon  whether the net of the amount of option  transaction
costs and the premium  previously  received on the call written was more or less
than the price of the call subsequently purchased. A profit may also be realized
if the call lapses  unexercised,  because the Portfolio  retains the  underlying
security and the premium  received.  Any such profits are considered  short-term
capital  gains for Federal  income tax  purposes,  and when  distributed  by the
Portfolio are taxable as ordinary  income.  If the Portfolio  could not effect a
closing purchase  transaction due to the lack of a market, it would have to hold
the callable securities until the call lapsed or was exercised.

A Portfolio may also write calls on Stock Index Futures without owning a futures
contract or a deliverable  bond,  provided that at the time the call is written,
the Portfolio  covers the call by  segregating  in escrow an  equivalent  dollar
amount of liquid assets.  The Portfolio will segregate  additional liquid assets
if the value of the escrowed assets drops below 100% of the current value of the
Stock Index Future.  In no  circumstances  would an exercise  notice require the
Portfolio to deliver a futures contract;  it would simply put the Portfolio in a
short futures position, which is permitted by the Portfolio's hedging policies.

PURCHASING  CALLS AND PUTS. A Portfolio may purchase put options  ("puts") which
relate to: (1) securities held by it, (2) Stock Index Futures (whether or not it
holds such Stock Index Futures in its  portfolio);  or (3)  broadly-based  stock
indices. A Portfolio may not sell puts other than those it previously purchased,
nor  purchase  puts on  securities  it does not hold.  A Portfolio  may purchase
calls: (1) as to securities,  broadly-based stock indices or Stock Index Futures
or (2) to effect a "closing purchase transaction" to terminate its obligation on
a call it has previously  written. A call or put may be purchased only if, after
such purchase,  the value of all put and call options held by a Portfolio  would
not exceed 5% of the Portfolio's total assets.

When  a  Portfolio   purchases  a  call  (other  than  in  a  closing   purchase
transaction),  it pays a premium and,  except as to calls on stock indices,  has
the right to buy the underlying investment from a seller of a corresponding call
on the same  investment  during the call period at a fixed exercise  price.  The
Portfolio  benefits  only if the call is sold at a profit or if, during the call
period,  the market price of the  underlying  investment is above the sum of the
call price plus the transaction  costs and the premium paid for the call and the
call is  exercised.  If the call is not  exercised or sold  (whether or not at a
profit),  it will become worthless at its expiration date and the Portfolio will
lose its premium  payments and the right to purchase the underlying  investment.
When a  Portfolio  purchases  a call on a stock  index,  it pays a premium,  but
settlement is in cash rather than by delivery of an underlying investment.

When a Portfolio  purchases a put, it pays a premium  and,  except as to puts on
stock indices, has the right to sell the underlying  investment to a seller of a
corresponding  put on the  same  investment  during  the put  period  at a fixed


                                       12
<PAGE>


exercise  price.  Buying a put on a security or Stock  Index  Future a Portfolio
owns enables the  Portfolio to attempt to protect  itself  during the put period
against a decline in the value of the underlying  investment  below the exercise
price by selling the underlying  investment at the exercise price to a seller of
a corresponding  put. If the market price of the underlying  investment is equal
to or above the  exercise  price and, as a result,  the put is not  exercised or
resold,  the put will become  worthless at its expiration date and the Portfolio
will lose its premium  payment and the right to sell the underlying  investment;
the put may, however, be sold prior to expiration (whether or not at a profit).

Purchasing  a put on either a stock index or on a Stock Index Future not held by
a  Portfolio  permits  the  Portfolio  either  to  resell  the put or to buy the
underlying investment and sell it at the exercise price. The resale price of the
put will vary  inversely  with the price of the  underlying  investment.  If the
market price of the underlying  investment is above the exercise price and, as a
result,  the  put is  not  exercised,  the  put  will  become  worthless  on its
expiration  date.  In  the  event  of a  decline  in  price  of  the  underlying
investment,  the Portfolio could exercise or sell the put at a profit to attempt
to offset some or all of its loss on its portfolio securities.  When a Portfolio
purchases a put on a stock index, or on a Stock Index Future not held by it, the
put  protects  the  Portfolio  to the extent  that the index  moves in a similar
pattern to the  securities  held. In the case of a put on a stock index or Stock
Index Future,  settlement is in cash rather than by the Portfolio's  delivery of
the underlying investment.

STOCK INDEX FUTURES. A Portfolio may buy and sell futures contracts only if they
are Stock Index Futures.  A stock index is "broadly-based" if it includes stocks
that  are not  limited  to  issuers  in any  particular  industry  or  group  of
industries.  Stock  Index  Futures  obligate  the  seller  to  deliver  (and the
purchaser to take) cash to settle the futures  transaction,  or to enter into an
offsetting contract.  No physical delivery of the underlying stocks in the index
is made.

No price is paid or received  upon the purchase or sale of a Stock Index Future.
Upon  entering  into a futures  transaction,  a  Portfolio  will be  required to
deposit an initial margin payment in cash or U.S.  Treasury bills with a futures
commission merchant (the "futures broker"). The initial margin will be deposited
with the Portfolio's  custodian in an account registered in the futures broker's
name;  however the futures  broker can gain  access to that  account  only under
specified  conditions.  As the  futures  contract is marked to market to reflect
changes  in its market  value,  subsequent  margin  payments,  called  variation
margin,  will be paid to or by the  futures  broker on a daily  basis.  Prior to
expiration  of the future,  if a Portfolio  elects to close out its  position by
taking an opposite position,  a final determination of variation margin is made,
additional cash is required to be paid by or released to the Portfolio,  and any
loss or gain is realized for tax purposes. Although Stock Index Futures by their
terms call for  settlement by the delivery of cash, in most cases the obligation
is fulfilled without such delivery, by entering into an offsetting  transaction.
All futures  transactions are effected  through a clearinghouse  associated with
the exchange on which the contracts are traded.

Puts and calls on broadly-based stock indices or Stock Index Futures are similar
to puts and calls on securities or futures contracts except that all settlements
are in cash and gain or loss  depends on changes in the index in  question  (and
thus on price  movements  in the stock  market  generally)  rather than on price
movements in individual securities or futures contracts. When a Portfolio buys a
call on a stock index or Stock Index Future, it pays a premium.  During the call
period,  upon exercise of a call by the Portfolio,  a seller of a  corresponding
call on the same  index will pay the  Portfolio  an amount of cash to settle the
call if the closing  level of the stock  index or Stock Index  Future upon which
the call is based is  greater  than the  exercise  price of the call;  that cash
payment is equal to the  difference  between the closing  price of the index and
the exercise  price of the call times a specified  multiple  (the  "multiplier")
which  determines  the total dollar value for each point of  difference.  When a
Portfolio  buys a put on a stock index or Stock Index Future,  it pays a premium
and has the right  during the put period to require a seller of a  corresponding
put,  upon the  Portfolio's  exercise of its put, to deliver to the Portfolio an
amount  of cash to settle  the put if the  closing  level of the stock  index or
Stock Index Future upon which the put is based is less than the  exercise  price
of the put;  that cash  payment is  determined  by the  multiplier,  in the same
manner as described above as to calls.

ADDITIONAL  INFORMATION  ABOUT HEDGING  INSTRUMENTS AND THEIR USE. A Portfolio's
custodian, or a securities depository acting for the custodian,  will act as the
Portfolio's  escrow  agent,  through  the  facilities  of the  Options  Clearing
Corporation  ("OCC"),  as to the  securities  on which the Portfolio has written


                                       13
<PAGE>


options, or as to other acceptable escrow securities,  so that no margin will be
required  for such  transactions.  The OCC will  release the  securities  on the
expiration  of the  option  or upon  the  Portfolio's  entering  into a  closing
transaction.  An  option  position  may be  closed  out only on a  market  which
provides  secondary  trading  for  options of the same  series,  and there is no
assurance that a liquid secondary market will exist for any particular option.

A  Portfolio's  option  activities  may affect its  portfolio  turnover rate and
brokerage  commissions.  The exercise of calls  written by a Portfolio may cause
the Portfolio to sell related portfolio securities, thus increasing its turnover
rate in a manner beyond the Portfolio's  control. The exercise by a Portfolio of
puts on  securities  or Stock  Index  Futures  may  cause  the  sale of  related
investments,  also  increasing  portfolio  turnover.  Although  such exercise is
within the Portfolio's control,  holding a put might cause the Portfolio to sell
the  underlying  investment  for reasons which would not exist in the absence of
the put. A Portfolio will pay a brokerage  commission each time it buys or sells
a call, a put or an underlying  investment in connection  with the exercise of a
put or call.  Such  commissions  may be higher  than those  which would apply to
direct  purchases  or sales of the  underlying  investments.  Premiums  paid for
options  are small in  relation to the market  value of such  investments,  and,
consequently, put and call options offer large amounts of leverage. The leverage
offered by trading in options  could  result in a  Portfolio's  net asset  value
being more sensitive to changes in the value of the underlying investments.

REGULATORY  ASPECTS OF HEDGING  INSTRUMENTS  AND COVERED CALLS. A Portfolio must
operate within certain  restrictions as to its long and short positions in Stock
Index Futures and options  thereon under a rule (the "CFTC Rule") adopted by the
CFTC under the Commodity Exchange Act (the "CEA"),  which excludes the Portfolio
from  registration  with the CFTC as a "commodity  pool operator" (as defined in
the CEA) if it  complies  with the CFTC Rule.  Except as  permitted  by the CFTC
Rule,  no  Portfolio  will,  as to  any  positions,  whether  short,  long  or a
combination  thereof,  enter into Stock Index  Futures  and options  thereon for
which the aggregate  initial  margins and premiums  exceed 5% of the fair market
value of its total assets. Under the CFTC Rule also, a Portfolio must, as to its
short  positions,  use Stock  Index  Futures  and  options  thereon  solely  for
bona-fide  hedging  purposes  within the  meaning  and intent of the  applicable
provisions under the CEA.

Transactions in options by a Portfolio are subject to limitations established by
each of the  exchanges  governing  the  maximum  number of  options  that may be
written or held by a single  investor or group of  investors  acting in concert,
regardless  of whether  the options  were  written or  purchased  on the same or
different  exchanges or are held in one or more  accounts or through one or more
exchanges or brokers. Thus, the number of options which a Portfolio may write or
hold may be affected  by options  written or held by other  entities,  including
other investment companies having the same or an affiliated  investment adviser.
Position  limits also apply to Stock Index  Futures.  An exchange  may order the
liquidation of positions found to be in violation of those limits and may impose
certain  other  sanctions.  Due to  requirements  under  the  1940  Act,  when a
Portfolio  purchases a Stock Index Future,  the Portfolio  will  maintain,  in a
segregated account or accounts with its custodian bank, cash or liquid assets in
an amount  equal to the market  value of the  securities  underlying  such Stock
Index Future, less the margin deposit applicable to it.

LIMITS ON USE OF HEDGING  INSTRUMENTS.  Each  Portfolio  intends to qualify as a
"regulated  investment  company"  under the Internal  Revenue  Code of 1986,  as
amended (the "Code").  One of the tests for such qualification is that less than
30% of its gross  income  must be  derived  from gains  realized  on the sale of
securities  held  for less  than  three  months.  Due to this  limitation,  each
Portfolio will limit the extent to which it engages in the following activities,
but will not be precluded from them: (1) selling  investments,  including  Stock
Index  Futures,  held for less  than  three  months,  whether  or not they  were
purchased on the exercise of a call held by the Portfolio;  (2) purchasing calls
or  puts  which  expire  in  less  than  three  months;  (3)  effecting  closing
transactions  with  respect to calls or puts  purchased  less than three  months
previously; (4) exercising puts held for less than three months; and (5) writing
calls on investments held for less than three months.

POSSIBLE  RISK  FACTORS IN HEDGING.  In addition to the risks  discussed  above,
there is a risk in using  short  hedging  by  selling  Stock  Index  Futures  or
purchasing  puts on stock indices that the prices of the applicable  index (thus
the prices of the  Hedging  Instruments)  will  correlate  imperfectly  with the
behavior  of the cash  (i.e.,  market  value)  prices  of a  Portfolio's  equity
securities.  The ordinary spreads between prices in the cash and futures markets
are subject to  distortions  due to differences in the natures of those markets.
First, all participants in the futures markets are subject to margin deposit and
maintenance   requirements.   Rather  than  meeting  additional  margin  deposit


                                       14
<PAGE>


requirements,   investors  may  close  futures  contracts   through   offsetting
transactions  which could distort the normal  relationship  between the cash and
futures  markets.  Second,  the  liquidity  of the  futures  markets  depends on
participants entering into offsetting  transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery,  liquidity
in the futures markets could be reduced, thus producing distortion.  Third, from
the  point of view of  speculators,  the  deposit  requirements  in the  futures
markets are less onerous than margin  requirements  in the  securities  markets.
Therefore,  increased  participation  by speculators in the futures  markets may
cause temporary price distortions.

The risk of imperfect  correlation increases as the composition of a Portfolio's
portfolio  diverges from the  securities  included in the applicable  index.  To
compensate for the imperfect correlation of movements in the price of the equity
securities being hedged and movements in the price of the Hedging Instruments, a
Portfolio may use Hedging Instruments in a greater dollar amount than the dollar
amount of equity  securities  being hedged if the  historical  volatility of the
prices of such  equity  securities  being  hedged  is more  than the  historical
volatility of the applicable  index.  It is also possible that where a Portfolio
has used Hedging  Instruments  in a short hedge,  the market may advance and the
value of equity  securities  held in the Portfolio's  portfolio may decline.  If
this occurred,  the Portfolio  would lose money on the Hedging  Instruments  and
also experience a decline in value in its equity securities. However, while this
could occur for a very brief  period or to a very small  degree,  the value of a
diversified  portfolio of equity  securities  will tend to move over time in the
same direction as the indices upon which the Hedging Instruments are based.

If a Portfolio uses Hedging  Instruments to establish a position in the equities
markets  as a  temporary  substitute  for  the  purchase  of  individual  equity
securities  (long  hedging) by buying Stock Index  Futures  and/or calls on such
Futures,  on securities or on stock indices,  it is possible that the market may
decline;  if the Portfolio then concludes not to invest in equity  securities at
that time because of concerns as to possible further market decline or for other
reasons,  the Portfolio will realize a loss on the Hedging  Instruments  that is
not offset by a reduction in the price of the equity securities purchased.

Additionally,  each  Portfolio  may:  (1)  purchase or sell (write) put and call
options on securities  to enhance the  Portfolio's  performance  and (2) seek to
hedge against a decline in the value of securities owned by it or an increase in
the price of  securities  which it plans to  purchase  through  the  writing and
purchase  of  exchange-traded   and   over-the-counter   options  on  individual
securities or securities or financial  indices and through the purchase and sale
of financial futures contracts and related options. Certain Portfolios currently
do no not  intend to enter into any such  transactions.  Whether or not used for
hedging purposes,  these investments techniques involve risks that are different
in  certain  respects  from the  investment  risks  associated  with  the  other
investments  of a  Portfolio.  Principal  among such risks are: (1) the possible
failure of such  instruments  as  hedging  techniques  in cases  where the price
movements of the securities  underlying the options or futures do not follow the
price  movements  of  the  portfolio   securities  subject  to  the  hedge;  (2)
potentially unlimited loss associated with futures transactions and the possible
lack of a liquid  secondary market for closing out a futures  position;  and (3)
possible  losses  resulting  from the  inability of the  Portfolio's  investment
adviser to correctly  predict the direction of stock prices,  interest rates and
other economic factors. To the extent a Portfolio invests in foreign securities,
it may also invest in options on foreign  currencies,  foreign  currency futures
contracts and options on those futures  contracts.  Use of these  instruments is
subject to regulation by the SEC, the several options and futures exchanges upon
which options and futures are traded or the CFTC.

No  assurance  can be given that any  hedging  or option  income  strategy  will
succeed in achieving its intended result.

Except as otherwise noted in the Prospectus or herein,  a Portfolio will not use
leverage  in  its  option  income  and  hedging  strategies.   In  the  case  of
transactions  entered  into  as a  hedge,  a  Portfolio  will  hold  securities,
currencies  or other options or futures  positions  whose values are expected to
offset ("cover") its obligations  thereunder.  A Portfolio will not enter into a
hedging  strategy  that exposes it to an  obligation  to another party unless it
owns either: (1) an offsetting ("covered") position or (2) cash, U.S. Government
Securities  or other liquid  securities  (or other assets as may be permitted by
the  SEC)  with  a  value  sufficient  at  all  times  to  cover  its  potential
obligations.  When required by applicable regulatory guidelines,  the Portfolios
will set aside cash, U.S.  Government  Securities or other liquid securities (or
other assets as may be  permitted  by the SEC) in a segregated  account with its


                                       15
<PAGE>


custodian  in the  prescribed  amount.  Any  assets  used for cover or held in a
segregated  account  cannot be sold or closed  out while the  hedging  or option
income strategy is outstanding, unless they are replaced with similar assets. As
a result, there is a possibility that the use of cover or segregation  involving
a large percentage of a Portfolio's assets could impede portfolio  management or
the  Portfolio's   ability  to  meet   redemption   requests  or  other  current
obligations.

OPTIONS STRATEGIES

A Portfolio may purchase put and call options written by others and sell put and
call options covering specified individual  securities,  securities or financial
indices or currencies.  A put option (sometimes  called a "standby  commitment")
gives the buyer of the option, upon payment of a premium, the right to deliver a
specified  amount of  currency  to the writer of the option on or before a fixed
date at a  predetermined  price.  A call  option  (sometimes  called a  "reverse
standby  commitment")  gives the  purchaser  of the  option,  upon  payment of a
premium,  the right to call upon the  writer to  deliver a  specified  amount of
currency on or before a fixed date, at a predetermined  price. The predetermined
prices may be higher or lower than the market value of the underlying  currency.
A Portfolio may buy or sell both  exchange-traded and  over-the-counter  ("OTC")
options.  A  Portfolio  will  purchase or write an option only if that option is
traded on a  recognized  U.S.  options  exchange  or if the  Investment  Adviser
believes that a liquid secondary market for the option exists.  When a Portfolio
purchases an OTC option, it relies on the dealer from which it has purchased the
OTC option to make or take  delivery  of the  currency  underlying  the  option.
Failure by the dealer to do so would  result in the loss of the premium  paid by
the  Portfolio as well as the loss of the expected  benefit of the  transaction.
OTC options and the securities underlying these options currently are treated as
illiquid securities by the Portfolios.

Upon selling an option, a Portfolio receives a premium from the purchaser of the
option.  Upon purchasing an option the Portfolio pays a premium to the seller of
the option.  The amount of premium  received or paid by the  Portfolio  is based
upon certain factors,  including the market price of the underlying  securities,
index or currency,  the  relationship of the exercise price to the market price,
the historical  price  volatility of the underlying  assets,  the option period,
supply and demand and interest rates.

Certain  Portfolios  may purchase call options on debt  securities  that Norwest
intends to include in the Portfolio's  investment  portfolio in order to fix the
cost of a future  purchase.  Call  options may also be  purchased  as a means of
participating  in an anticipated  price increase of a security on a more limited
risk basis than would be possible if the security itself were purchased.  In the
event of a decline in the price of the underlying security, use of this strategy
would serve to limit the potential  loss to the Portfolio to the option  premium
paid; conversely, if the market price of the underlying security increases above
the exercise price and the Portfolio  either sells or exercises the option,  any
profit eventually  realized will be reduced by the premium paid. A Portfolio may
similarly  purchase  put  options in order to hedge  against a decline in market
value of securities held in its portfolio. The put enables the Portfolio to sell
the underlying security at the predetermined  exercise price; thus the potential
for loss to the  Portfolio is limited to the option  premium paid. If the market
price of the  underlying  security is lower than the exercise  price of the put,
any profit the Portfolio  realizes on the sale of the security  would be reduced
by the premium  paid for the put option less any amount for which the put may be
sold.

The  Investment  Adviser may write call options when it believes that the market
value of the  underlying  security  will not  rise to a value  greater  than the
exercise  price plus the premium  received.  Call options may also be written to
provide limited protection against a decrease in the market price of a security,
in an amount equal to the call premium received less any transaction costs.

Certain  Portfolios  may purchase and write put and call options on fixed income
or equity  security  indices in much the same  manner as the  options  discussed
above,  except  that  index  options  may  serve  as  a  hedge  against  overall
fluctuations  in the fixed  income  or  equity  securities  markets  (or  market
sectors) or as a means of  participating  in an  anticipated  price  increase in
those markets.  The effectiveness of hedging techniques using index options will
depend on the extent to which price  movements in the index  selected  correlate
with price movements of the securities which are being hedged. Index options are
settled exclusively in cash.


                                       16
<PAGE>


FOREIGN CURRENCY OPTIONS AND RELATED RISKS

A Portfolio  may take  positions  in options on foreign  currencies  in order to
hedge against the risk of foreign exchange fluctuation on foreign securities the
Portfolio  holds in its  portfolio or which it intends to  purchase.  Options on
foreign  currencies are affected by the factors discussed in "Hedging and Option
Income Strategies -Options Strategies" and "Foreign Currency Transactions" which
influence foreign exchange sales and investments generally.

The value of foreign currency options is dependent upon the value of the foreign
currency  relative to the U.S.  dollar and has no relationship to the investment
merits of a foreign security. Because foreign currency transactions occurring in
the interbank market involve substantially larger amounts than those that may be
involved  in  the  use  of  foreign  currency   options,   a  Portfolio  may  be
disadvantaged  by having to deal in an odd lot market  (generally  consisting of
transactions of less than $1 million) for the underlying  foreign  currencies at
prices that are less favorable than for round lots.

To the extent that the U.S.  options markets are closed while the market for the
underlying  currencies  remains open,  significant  price and rate movements may
take place in the  underlying  markets  that cannot be  reflected in the options
markets.

SPECIAL CHARACTERISTICS AND RISKS OF OPTIONS TRADING

A Portfolio may  effectively  terminate its right or obligation  under an option
contract by entering into a closing transaction.  For instance, if the Portfolio
wished to terminate  its potential  obligation to sell  securities or currencies
under a call  option it had  written,  a call  option of the same type  would be
purchased  by  the  Portfolio.   Closing  transactions  essentially  permit  the
Portfolio to realize  profits or limit losses on its options  positions prior to
the exercise or expiration of the option. In addition:

         (1) The successful use of options depends upon the Investment Adviser's
ability to  forecast  the  direction  of price  fluctuations  in the  underlying
securities or currency markets, or in the case of an index option,  fluctuations
in the market sector represented by the index.

         (2)  Options  normally  have  expiration  dates  of up to nine  months.
Options that expire  unexercised have no value.  Unless an option purchased by a
Portfolio is exercised or unless a closing  transaction is effected with respect
to that position, a loss will be realized in the amount of the premium paid.

         (3) A position in an  exchange-listed  option may be closed out only on
an exchange which provides a market for identical options.  Most exchange-listed
options  relate to equity  securities.  Exchange  markets for options on foreign
currencies  are  relatively  new,  and the  ability to  establish  and close out
positions on the exchanges is subject to the  maintenance of a liquid  secondary
market.  Closing  transactions may be effected with respect to options traded in
the  over-the-counter  markets  (currently  the  primary  markets for options on
foreign  currencies)  only by  negotiating  directly with the other party to the
option  contract or in a secondary  market for the option if such market exists.
There  is no  assurance  that a  liquid  secondary  market  will  exist  for any
particular  option  at any  specific  time.  If it is not  possible  to effect a
closing  transaction,  a Portfolio  would have to exercise  the option  which it
purchased  in order to realize any  profit.  The  inability  to effect a closing
transaction on an option written by a Portfolio may result in material losses to
the Portfolio.

         (4) A  Portfolio's  activities  in the options  markets may result in a
higher portfolio turnover rate and additional brokerage costs.

         (5) When a Portfolio  enters into an  over-the-counter  contract with a
counterparty, the Portfolio will assume the risk that the counterparty will fail
to perform its obligations,  in which case the Portfolio could be worse off than
if the contract had not been entered into.


                                       17
<PAGE>


FUTURES STRATEGIES

A futures contract is a bilateral  agreement wherein one party agrees to accept,
and the other  party  agrees  to make,  delivery  of cash,  an  underlying  debt
security  or the  currency as called for in the  contract at a specified  future
date and at a specified price.  For futures  contracts with respect to an index,
delivery is of an amount of cash equal to a specified  dollar  amount  times the
difference  between the index value at the time of the contract and the close of
trading of the contract.

A Portfolio  may sell  interest  rate futures  contracts in order to continue to
receive the income from a fixed income security, while endeavoring to avoid part
of or all of a  decline  in the  market  value  of  that  security  which  would
accompany an increase in interest rates.

A Portfolio  may  purchase  index  futures  contracts  for several  reasons:  to
simulate full investment in the underlying  index while retaining a cash balance
for Portfolio management purposes, to facilitate trading, to reduce transactions
costs, or to seek higher  investment  returns when a futures  contract is priced
more attractively than securities in the index.

A  Portfolio  may  purchase  call  options on a futures  contract  as a means of
obtaining  temporary  exposure  to market  appreciation  at limited  risk.  This
strategy  is  analogous  to the  purchase  of a  call  option  on an  individual
security, in that it can be used as a temporary substitute for a position in the
security itself.

A  Portfolio  may sell  foreign  currency  futures  contracts  to hedge  against
possible  variations in the exchange rate of the foreign currency in relation to
the U.S.  dollar.  In addition,  a Portfolio may sell foreign  currency  futures
contracts when its Investment Adviser anticipates a general weakening of foreign
currency  exchange  rates that could  adversely  affect the market values of the
Portfolio's  foreign  securities  holdings.  A Portfolio  may purchase a foreign
currency futures contract to hedge against an anticipated  foreign exchange rate
increase pending completion of anticipated  transactions.  Such a purchase would
serve as a temporary measure to protect the Portfolio  against such increase.  A
Portfolio  may also  purchase  call or put options on foreign  currency  futures
contracts to obtain a fixed  foreign  exchange rate at limited risk. A Portfolio
may write call options on foreign currency futures  contracts as a partial hedge
against the effects of declining  foreign exchange rates on the value of foreign
securities.

SPECIAL CHARACTERISTICS AND RISKS OF FUTURES AND RELATED OPTIONS TRADING

No price is paid upon entering into futures  contracts;  rather,  a Portfolio is
required to deposit (typically with its custodian in a segregated account in the
name of the  futures  broker)  an amount of cash or U.S.  Government  Securities
generally  equal to 5% or less of the  contract  value.  This amount is known as
initial margin.  Subsequent  payments,  called variation margin, to and from the
broker,  would be made on a daily  basis as the  value of the  futures  position
varies.  When  writing a call on a futures  contract,  variation  margin must be
deposited in accordance  with applicable  exchange rules.  The initial margin in
futures  transactions  is in the  nature  of a  performance  bond or  good-faith
deposit on the contract that is returned to the Portfolio  upon  termination  of
the contract, assuming all contractual obligations have been satisfied.

Holders and writers of futures and options on futures  contracts  can enter into
offsetting closing transactions,  similar to closing transactions on options, by
selling or purchasing,  respectively,  a futures contract or related option with
the same terms as the position held or written.  Positions in futures  contracts
may be closed only on an exchange or board of trade providing a secondary market
for such futures contracts.

Under certain circumstances, futures exchanges may establish daily limits in the
amount that the price of a futures contract or related option may vary either up
or down from the previous day's settlement  price. Once the daily limit has been
reached  in a  particular  contract,  no trades  may be made that day at a price
beyond that limit.  Prices could move to the daily limit for several consecutive
trading days with little or no trading and thereby prevent prompt liquidation of
positions.  In that  event,  it may not be possible  for a Portfolio  to close a
position,  and in the event of adverse  price  movements,  it would have to make
daily cash payments of variation margin. In addition:


                                       18
<PAGE>


         (1)  Successful  use by a Portfolio  of futures  contracts  and related
options will depend upon the Investment  Adviser's  ability to predict movements
in the direction of the overall securities and currency markets,  which requires
different  skills  and  techniques  than  predicting  changes  in the  prices of
individual  securities.  Moreover,  futures  contracts relate not to the current
level of the underlying  instrument but to the anticipated  levels at some point
in the future; thus, for example, trading of stock index futures may not reflect
the  trading  of the  securities  which are used to  formulate  an index or even
actual fluctuations in the relevant index itself.

         (2) The price of futures  contracts  may not correlate  perfectly  with
movement in the price of the hedged  currencies due to price  distortions in the
futures market or otherwise. There may be several reasons unrelated to the value
of the underlying  currencies which causes this situation to occur. As a result,
a correct  forecast of general  market trends may still not result in successful
hedging through the use of futures contracts over the short term.

         (3) There is no assurance that a liquid secondary market will exist for
any  particular  contract at any particular  time. In such event,  it may not be
possible to close a position,  and in the event of adverse price movements,  the
Portfolio would continue to be required to make daily cash payments of variation
margin.

         (4) Like other  options,  options on futures  contracts  have a limited
life. A Portfolio will not trade options on futures contracts on any exchange or
board of trade  unless  and until,  in  Norwest's  opinion,  the market for such
options has developed  sufficiently that the risks in connection with options on
futures  transactions  are not greater than the risks in connection with futures
transactions.

         (5) Purchasers of options on futures contracts pay a premium in cash at
the time of purchase.  This amount and the  transaction  costs is all that is at
risk.  Sellers of options on futures  contracts,  however,  must post an initial
margin and are subject to additional  margin calls which could be substantial in
the event of adverse price movements.

         (6) A  Portfolio's  activities  in the futures  markets may result in a
higher portfolio  turnover rate and additional  transaction costs in the form of
added brokerage commissions.

         (7)  Buyers  and  sellers of foreign  currency  futures  contracts  are
subject  to the same  risks  that  apply to the  buying  and  selling of futures
generally. In addition, there are risks associated with foreign currency futures
contracts and their use as a hedging  device  similar to those  associated  with
options on foreign  currencies  described  above.  In  addition,  settlement  of
foreign  currency  futures  contracts must occur within the country issuing that
currency. Thus, a

Portfolio  must accept or make delivery of the  underlying  foreign  currency in
accordance with any U.S. or foreign  restrictions  or regulations  regarding the
maintenance of foreign banking arrangements by U.S. residents, and the Portfolio
may be required to pay any fees, taxes or charges  associated with such delivery
which are assessed in the issuing country.

COMMODITY FUTURES CONTRACTS AND COMMODITY OPTIONS

A  Portfolio  may invest in certain  financial  futures  contracts  and  options
contracts in accordance with the policies described in the Prospectus and above.
A Portfolio will only invest in futures contracts,  options on futures contracts
and other options  contracts  that are subject to the  jurisdiction  of the CFTC
after  filing  a  notice  of  eligibility  and  otherwise   complying  with  the
requirements  of  Section  4.5 of the rules of the CFTC.  Under  that  section a
Portfolio  will not  enter  into any  futures  contract  or  option on a futures
contract if, as a result,  the aggregate initial margin and premiums required to
establish such positions would exceed 5% of the Portfolio's net assets.

FOREIGN CURRENCY TRANSACTIONS

Investments in foreign  companies will usually involve the currencies of foreign
countries.  In addition, a Portfolio may temporarily hold funds in bank deposits
in foreign  currencies  pending the completion of certain  investment  programs.
Accordingly,  the  value of the  assets  of a  Portfolio,  as  measured  in U.S.
dollars,  may be  affected  by changes in foreign  currency  exchange  rates and
exchange  control  regulations.  In addition,  the  Portfolio may incur costs in


                                       19
<PAGE>


connection with conversions between various currencies.  A Portfolio may conduct
foreign currency exchange  transactions  either on a spot (i.e.,  cash) basis at
the spot rate prevailing in the foreign currency  exchange market or by entering
into foreign currency  forward  contracts  ("forward  contracts") to purchase or
sell foreign  currencies.  A forward contract involves an obligation to purchase
or sell a specific  currency at a future date,  which may be any fixed number of
days (usually  less than one year) from the date of the contract  agreed upon by
the parties,  at a price set at the time of the  contract.  These  contracts are
traded in the interbank  market  conducted  directly  between  currency  traders
(usually large  commercial  banks) and their customers and involve the risk that
the other party to the contract  may fail to deliver  currency  when due,  which
could result in losses to the  Portfolio.  A forward  contract  generally has no
deposit  requirement,  and no  commissions  are charged at any stage for trades.
Foreign  exchange  dealers realize a profit based on the difference  between the
price at which they buy and sell various currencies.

A Portfolio may enter into forward  contracts  under two  circumstances.  First,
with respect to specific transactions, when the Portfolio enters into a contract
for the purchase or sale of a security denominated in a foreign currency, it may
desire to "lock in" the U.S.  dollar price of the  security.  By entering into a
forward contract for the purchase or sale, for a fixed amount of dollars, of the
amount of foreign currency involved in the underlying security transactions, the
Portfolio may be able to protect  itself  against a possible loss resulting from
an adverse change in the  relationship  between the U.S.  dollar and the subject
foreign currency during the period between the date the security is purchased or
sold and the date on which payment is made or received.

Second, a Portfolio may enter into forward contracts in connection with existing
portfolio positions.  For example, when the Investment Adviser believes that the
currency  of a  particular  foreign  country  may suffer a  substantial  decline
against the U.S.  dollar,  the  Portfolio  may enter into a forward  contract to
sell,  for  a  fixed  amount  of  dollars,   the  amount  of  foreign   currency
approximating the value of some or all of the Portfolio's  investment securities
denominated in such foreign currency.

The  precise  matching  of the  forward  contract  amounts  and the value of the
securities  involved  will not  generally be possible  since the future value of
such  securities in foreign  currencies  will change as a consequence  of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures.  The projection of short-term  currency
market  movement is  extremely  difficult,  and the  successful  execution  of a
short-term  hedging strategy is highly uncertain.  Forward contracts involve the
risk of inaccurate predictions of currency price movements,  which may cause the
Portfolio to incur losses on these contracts and transaction  costs. The Adviser
does not intend to enter into forward contracts on a regular or continuous basis
and will not do so with respect to a Portfolio if, as a result, a Portfolio will
have more than 25 percent  of the value of its total  assets  committed  to such
contracts or the contracts  would obligate the Portfolio to deliver an amount of
foreign currency in excess of the value of the Portfolio's investment securities
or other assets denominated in that currency.

At or before the settlement of a forward  contract,  a Portfolio may either make
delivery of the foreign  currency or terminate  its  contractual  obligation  to
deliver the foreign  currency  by  purchasing  an  offsetting  contract.  If the
Portfolio chooses to make delivery of the foreign  currency,  it may be required
to obtain the currency  through the  conversion of assets of the Portfolio  into
the currency.  The Portfolio may close out a forward  contract  obligating it to
purchase a foreign currency by selling an offsetting contract.  If the Portfolio
engages in an  offsetting  transaction,  it will realize a gain or a loss to the
extent that there has been a change in forward  contract  prices.  Additionally,
although  forward  contracts  may  tend to  minimize  the  risk of loss due to a
decline in the value of the hedged currency, at the same time they tend to limit
any  potential  gain  which  might  result  should  the  value of such  currency
increase.

There  is  no  systematic   reporting  of  last  sale  information  for  foreign
currencies,  and there is no regulatory  requirement  that quotations  available
through  dealers or other market  sources be firm or revised on a timely  basis.
Quotation  information  available  is  generally  representative  of very  large
transactions in the interbank market. The interbank market in foreign currencies
is a global around-the-clock market.

When required by applicable  regulatory  guidelines,  a Portfolio will set aside
cash, U.S. Government  Securities or other liquid assets in a segregated account
with its custodian in the prescribed amount.


                                       20
<PAGE>


EQUITY SECURITIES

COMMON STOCK AND PREFERRED STOCK

Common  stockholders  are the  owners of the  company  issuing  the  stock  and,
accordingly,  vote on various corporate governance matters such as mergers. They
are not creditors of the company,  but rather,  upon  liquidation of the company
are entitled to their pro rata share of the  company's  assets  after  creditors
(including  fixed  income  security  holders)  and,  if  applicable,   preferred
stockholders  are paid.  Preferred stock is a class of stock having a preference
over  common  stock as to  dividends  and,  in  general,  as to the  recovery of
investment.  A preferred  stockholder  is a shareholder in the company and not a
creditor of the company as is a holder of the company's fixed income securities.
Dividends paid to common and preferred  stockholders  are  distributions  of the
earnings of the company and not  interest  payments,  which are  expenses of the
company.   Equity  securities  owned  by  a  Portfolio  may  be  traded  in  the
over-the-counter  market or on a  regional  securities  exchange  and may not be
traded every day or in the volume  typical of  securities  trading on a national
securities  exchange.  As a result,  disposition  by a Portfolio  of a portfolio
security  to meet  redemptions  by  shareholders  or  otherwise  may require the
Portfolio to sell these  securities  at a discount from market  prices,  to sell
during periods when  disposition  is not desirable,  or to make many small sales
over a lengthy  period of time.  The market value of all  securities,  including
equity  securities,  is based  upon the  market's  perception  of value  and not
necessarily  the  book  value  of an  issuer  or other  objective  measure  of a
company's worth.

CONVERTIBLE SECURITIES

A Portfolio may invest in convertible  securities.  A convertible  security is a
bond,  debenture,  note, preferred stock or other security that may be converted
into or  exchanged  for a  prescribed  amount of  common  stock of the same or a
different  issuer  within a  particular  period of time at a specified  price or
formula. A convertible  security entitles the holder to receive interest paid or
accrued on debt or the dividend  paid on preferred  stock until the  convertible
security  matures or is redeemed,  converted or  exchanged.  Before  conversion,
convertible  securities  have  characteristics  similar to  nonconvertible  debt
securities  in that  they  ordinarily  provide a stable  stream  of income  with
generally  higher  yields  than  those of common  stocks of the same or  similar
issuers.  Convertible  securities rank senior to common stock in a corporation's
capital  structure but are usually  subordinated  to  comparable  nonconvertible
securities.  Although no securities  investment is without some risk, investment
in  convertible  securities  generally  entails  less risk than in the  issuer's
common stock. However, the extent to which such risk is reduced depends in large
measure upon the degree to which the convertible  security sells above its value
as a fixed  income  security.  Convertible  securities  have  unique  investment
characteristics  in that they  generally:  (1) have  higher  yields  than common
stocks,  but lower yields than comparable  non-convertible  securities;  (2) are
less subject to fluctuation in value than the underlying  stocks since they have
fixed  income  characteristics;  and  (3)  provide  the  potential  for  capital
appreciation if the market price of the underlying common stock increases.

The value of a  convertible  security  is a function of its  "investment  value"
(determined by a comparison of its yield with the yields of other  securities of
comparable maturity and quality that do not have a conversion privilege) and its
"conversion value" (the security's worth, at market value, if converted into the
underlying  common  stock).  The investment  value of a convertible  security is
influenced by changes in interest  rates,  with  investment  value  declining as
interest rates  increase and  increasing as interest  rates decline.  The credit
standing  of the  issuer  and  other  factors  also  may have an  effect  on the
convertible  security's  investment value. The conversion value of a convertible
security is determined by the market price of the  underlying  common stock.  If
the conversion  value is low relative to the investment  value, the price of the
convertible  security  is  governed  principally  by its  investment  value  and
generally the conversion value decreases as the convertible  security approaches
maturity.  To the  extent  the  market  price  of the  underlying  common  stock
approaches  or  exceeds  the  conversion  price,  the  price of the  convertible
security will be increasingly influenced by its conversion value. In addition, a
convertible  security generally will sell at a premium over its conversion value
determined by the extent to which  investors place value on the right to acquire
the underlying common stock while holding a fixed income security.

A convertible  security may be subject to redemption at the option of the issuer
at a price established in the convertible security's governing instrument.  If a
convertible security held by a Portfolio is called for redemption, the Portfolio


                                       21
<PAGE>


will be  required to permit the issuer to redeem the  security,  convert it into
the underlying common stock or sell it to a third party.

EQUITY-LINKED SECURITIES

Equity-linked  securities are securities that are convertible into or based upon
the value of, equity securities upon certain terms and conditions. The following
are three examples of equity-linked securities.

Preferred Equity Redemption Cumulative Stock ("PERCS") technically are preferred
stock with some characteristics of common stock. PERCS are mandatory convertible
into common stock after a period of time, usually three years,  during which the
investors'  capital  gains are capped,  usually at 30%.  Commonly,  PERCS may be
redeemed by the issuer  either at any time or when the issuer's  common stock is
trading at a specified price level or better. The redemption price starts at the
beginning of the PERCS'  duration period at a price that is above the cap by the
amount of the extra  dividends the PERCS holder is entitled to receive  relative
to the common stock over the duration of the PERCS and declines to the cap price
shortly before  maturity of the PERCS. In exchange for having the cap on capital
gains and giving the issuer the option to redeem the PERCS at any time or at the
specified  common  stock price  level,  a Portfolio  may be  compensated  with a
substantially  higher  dividend yield than that on the underlying  common stock.
Portfolios  that seek  current  income  find  PERCS  attractive  because a PERCS
provides a higher  dividend  income  than that paid with  respect to a company's
common stock.

Equity-Linked Securities ("ELKS") differ from ordinary debt securities,  in that
the principal amount received at maturity is not fixed but is based on the price
of the issuer's common stock. ELKS are debt securities  commonly issued in fully
registered form for a term of three years under an indenture trust. At maturity,
the holder of ELKS will be entitled to receive a principal  amount  equal to the
lesser of a cap amount,  commonly  in the range of 30% to 55%  greater  than the
current  price of the issuer's  common stock,  or the average  closing price per
share of the issuer's common stock, subject to adjustment as a result of certain
dilution events,  for the 10 trading days immediately prior to maturity.  Unlike
PERCS,  ELKS are commonly  not subject to  redemption  prior to  maturity.  ELKS
usually bear interest during the three-year term at a substantially  higher rate
than the dividend yield on the underlying  common stock.  In exchange for having
the cap on the  return  that might have been  received  as capital  gains on the
underlying  common stock, a Portfolio may be compensated  with the higher yield,
contingent on how well the underlying  common stock does.  Portfolios  that seek
current  income find ELKS  attractive  because  ELKS  provide a higher  dividend
income than that paid with respect to a company's common stock.

Liquid Yield Option Notes ("LYONs") differ from ordinary debt securities in that
the amount  received prior to maturity is not fixed but is based on the price of
the issuer's  common  stock.  LYONs are  zero-coupon  notes that sell at a large
discount  from face value.  For an  investment  in LYONs,  a Portfolio  will not
receive any  interest  payments  until the notes  mature,  typically in 15 or 20
years,  when the notes are redeemed at face, or par, value.  The yield on LYONs,
typically,  is lower-than-market  rate for debt securities of the same maturity,
due in part to the fact that the LYONs are convertible  into common stock of the
issuer at any time at the option of the holder of the LYON. Commonly,  LYONs are
redeemable by the issuer at any time after an initial  period or if the issuer's
common stock is trading at a specified price level or better,  or, at the option
of the holder,  upon certain fixed dates.  The redemption price typically is the
purchase price of the LYONs plus accrued  original issue discount to the date of
redemption,  which  amounts to the  lower-than-market  yield.  A Portfolio  will
receive  only the  lower-than-market  yield unless the  underlying  common stock
increases in value at a substantial rate. LYONs are attractive to investors when
it  appears  that  they will  increase  in value due to the rise in value of the
underlying common stock.

WARRANTS

A warrant is an option to  purchase  an equity  security  at a  specified  price
(usually  representing  a  premium  over  the  applicable  market  value  of the
underlying  equity  security at the time of the warrant's  issuance) and usually
during a specified  period of time.  The price of warrants does not  necessarily
move  parallel  to the prices of the  underlying  securities.  Warrants  have no
voting  rights,  receive no  dividends  and have no rights  with  respect to the
assets of the  issuer.  Unlike  convertible  securities  and  preferred  stocks,
warrants do not pay a fixed  dividend.  Investments in warrants  involve certain
risks,  including  the  possible  lack of a liquid  market for the resale of the


                                       22
<PAGE>


warrants,  potential  price  fluctuations  as a result of  speculation  or other
factors and failure of the price of the underlying  security to reach a level at
which the  warrant  can be  prudently  exercised.  To the extent that the market
value of the security  that may be purchased  upon exercise of the warrant rises
above the exercise  price,  the value of the warrant  will tend to rise.  To the
extent  that the  exercise  price  equals or exceeds  the  market  value of such
security,  the warrants will have little or no market value. If a warrant is not
exercised  within the specified  time period,  it will become  worthless and the
Portfolio  will lose the  purchase  price paid for the  warrant and the right to
purchase the underlying security.

HIGH YIELD/JUNK BONDS

Securities  rated  less  than Baa by  Moody's  or BBB by S&P are  classified  as
non-investment  grade securities and are considered  speculative by those rating
agencies. Junk bonds may be issued as a consequence of corporate restructurings,
such as leveraged buyouts,  mergers,  acquisitions,  debt recapitalizations,  or
similar events or by smaller or highly leveraged companies.  Although the growth
of the high  yield/high  risk  securities  market in the 1980's had paralleled a
long economic expansion, many issuers subsequently have been affected by adverse
economic  and  market  conditions.  It should  be  recognized  that an  economic
downturn or increase in interest  rates is likely to have a negative  effect on:
(1)  the  high  yield  bond  market;  (2) the  value  of  high  yield/high  risk
securities;  and (3) the  ability of the  securities'  issuers to service  their
principal and interest  payment  obligations,  to meet their projected  business
goals or to obtain  additional  financing.  In  addition,  the  market  for high
yield/high  risk  securities,  which is  concentrated  in relatively  few market
makers,  may not be as liquid as the market  for  investment  grade  securities.
Under adverse market or economic conditions, the market for high yield/high risk
securities could contract  further,  independent of any specific adverse changes
in the condition of a particular  issuer. As a result,  the Portfolio could find
it more difficult to sell these securities or may be able to sell the securities
only at prices lower than if such securities were widely traded. Prices realized
upon  the  sale  of  such  lower  rated  or  unrated  securities,   under  these
circumstances,  may be less than the prices used in calculating  the Portfolio's
net asset value.

In  periods  of  reduced  market  liquidity,  prices  of  high  yield/high  risk
securities  may become more volatile and may experience  sudden and  substantial
price declines.  Also, there may be significant disparities in the prices quoted
for high yield/high risk securities by various  dealers.  Under such conditions,
the Portfolio may have to use subjective rather than objective criteria to value
its high yield/high risk securities investments accurately and rely more heavily
on the judgment of the Investment Adviser.

Prices for high  yield/high  risk securities also may be affected by legislative
and regulatory developments. For example, Congress has considered legislation to
restrict or eliminate the  corporate  tax deduction for interest  payments or to
regulate  corporate  restructurings  such as  takeovers,  mergers  or  leveraged
buyouts.  These laws could adversely  affect the Portfolio's net asset value and
investment  practices,  the  market for high  yield/high  risk  securities,  the
financial  condition of issuers of these securities and the value of outstanding
high yield/high risk securities.

Lower rated or unrated  debt  obligations  also  present  risks based on payment
expectations.  If an issuer calls the obligation for redemption,  the Investment
Adviser  may  have to  replace  the  security  with a lower  yielding  security,
resulting  in a  decreased  return for  investors.  If a  Portfolio  experiences
unexpected net  redemptions,  the  Investment  Adviser may be forced to sell the
Portfolio's  higher  rated  securities,  resulting  in a decline in the  overall
credit  quality of the  Portfolio's  investment  portfolio  and  increasing  the
exposure of the Portfolio to the risks of high yield/high risk securities.

ILLIQUID AND RESTRICTED SECURITIES

Each Portfolio may invest up to 15 percent of its net assets in securities  that
at the time of purchase are illiquid.  Historically,  illiquid  securities  have
included  securities  subject to  contractual  or legal  restrictions  on resale
because  they  have  not  been  registered   under  the  1933  Act  ("restricted
securities"),  securities  that cannot be  disposed of within  seven days in the
ordinary course of business at  approximately  the amount at which the Portfolio
has valued the  securities  and which are otherwise not readily  marketable  and
includes,  among other  things,  purchased  over-the-counter  (OTC)  options and
repurchase  agreements not entitling the holder to repayment  within seven days.
The Board has the  ultimate  responsibility  for  determining  whether  specific
securities  are liquid or  illiquid  and has  delegated  the  function of making


                                       23
<PAGE>


day-to-day  determinations  of  liquidity  to  the  Investment  Adviser  of  the
Portfolios, pursuant to guidelines approved by the Board. The Investment Adviser
takes  into  account  a number  of  factors  in  reaching  liquidity  decisions,
including but not limited to: (1) the frequency of trades and quotations for the
security; (2) the number of dealers willing to purchase or sell the security and
the  number  of other  potential  buyers;  (3) the  willingness  of  dealers  to
undertake  to  make  a  market  in the  security;  and  (4)  the  nature  of the
marketplace  trades,  including the time needed to dispose of the security,  the
method of soliciting  offers and the mechanics of the transfer.  The  Investment
Adviser  monitors the  liquidity of the  securities  held by each  Portfolio and
reports periodically on such decisions to the Board.

In connection with a Portfolio's original purchase of restricted securities,  it
may negotiate rights with the issuer to have such securities registered for sale
at a later time. Further, the expenses of registration of restricted  securities
that are illiquid may also be negotiated by the Portfolio with the issuer at the
time such  securities  are  purchased by the  Portfolio.  When  registration  is
required,  however, a considerable  period may elapse between a decision to sell
the  securities  and the time the  Portfolio  would be  permitted  to sell  such
securities.  A similar  delay might be  experienced  in  attempting to sell such
securities  pursuant to an exemption from registration.  Thus, the Portfolio may
not be able to obtain as favorable a price as that prevailing at the time of the
decision to sell.

Limitations  on  resale  may have an  adverse  effect  on the  marketability  of
portfolio  securities  and a Portfolio  might also have to  register  restricted
securities  in order to  dispose of them,  resulting  in  expense  and delay.  A
Portfolio  might  not be able to  dispose  of  restricted  or  other  securities
promptly  or at  reasonable  prices  and  might  thereby  experience  difficulty
satisfying  redemptions.  There can be no  assurance  that a liquid  market will
exist for any security at any particular time.

An  institutional  market has  developed  for  certain  securities  that are not
registered  under  the 1933 Act,  including  repurchase  agreements,  commercial
paper, foreign securities and corporate bonds and notes. Institutional investors
depend on an efficient  institutional market in which the unregistered  security
can be readily resold or on the issuer's ability to honor a demand for repayment
of the unregistered  security. A security's contractual or legal restrictions on
resale to the general public or to certain institutions may not be indicative of
the liquidity of the security.  If such  securities are eligible for purchase by
institutional  buyers in  accordance  with  Rule  144A  under the 1933 Act under
guidelines  adopted by the Board, the Investment Adviser may determine that such
securities  are not  illiquid  securities.  These  guidelines  take into account
trading  activity in the securities  and the  availability  of reliable  pricing
information,  among other factors.  If there is a lack of trading  interest in a
particular  Rule 144A security,  a Portfolio's  holdings of that security may be
illiquid.

LOANS OF PORTFOLIO SECURITIES

Each  Portfolio may lend its portfolio  securities  subject to the  restrictions
stated in the Prospectus.  Under applicable  regulatory  requirements (which are
subject to change),  the loan  collateral  must,  on each business day, at least
equal the market value of the loaned  securities and must consist of cash,  bank
letters of credit,  U.S.  Government  securities,  or other cash  equivalents in
which the  Portfolio is permitted to invest.  To be  acceptable  as  collateral,
letters of credit must obligate a bank to pay amounts  demanded by the Portfolio
if the demand  meets the terms of the letter.  Such terms and the  issuing  bank
must  be  satisfactory  to the  Portfolio.  In a  portfolio  securities  lending
transaction,  the  Portfolio  receives  from the borrower an amount equal to the
interest paid or the dividends declared on the loaned securities during the term
of the  loan as well as the  interest  on the  collateral  securities,  less any
finders' or  administrative  fees the Portfolio  pays in arranging the loan. The
Portfolio may share the interest it receives on the collateral  securities  with
the  borrower  as long as it  realizes  at least a minimum  amount  of  interest
required by the lending guidelines  established by the Board. The Portfolio will
not  lend  its  portfolio  securities  to any  officer,  director,  employee  or
affiliate of the Portfolio or the Adviser. The terms of a Portfolio's loans must
meet certain tests under the Code and permit the  Portfolio to reacquire  loaned
securities  on five  business  days' notice or in time to vote on any  important
matter.

BORROWING AND TRANSACTIONS INVOLVING LEVERAGE

Each Portfolio may borrow money for temporary or emergency  purposes,  including
the meeting of redemption  requests,  in amounts not expected to exceed five (5)
percent of the value of any Portfolio's assets.  Borrowing involves special risk


                                       24
<PAGE>


considerations.  Interest costs on borrowings may fluctuate with changing market
rates of  interest  and may  partially  offset or exceed  the  return  earned on
borrowed  Portfolios  (or on the assets that were  retained  rather than sold to
meet the  needs  for which  Portfolios  were  borrowed).  Under  adverse  market
conditions, a Portfolio might have to sell portfolio securities to meet interest
or principal payments at a time when investment  considerations  would not favor
such sales.  Except as otherwise noted, no Portfolio may purchase securities for
investment while any borrowing  equaling five percent or more of the Portfolio's
total  assets  is   outstanding  or  borrow  for  purposes  other  than  meeting
redemptions in an amount  exceeding five percent of the value of the Portfolio's
total assets. A Portfolio's use of borrowed  proceeds to make investments  would
subject the Portfolio to the risks of leveraging. Reverse repurchase agreements,
short sales not against the box,  dollar  roll  transactions  and other  similar
investments  that  involve a form of leverage  have  characteristics  similar to
borrowings  but are not  considered  borrowings  if the  Portfolio  maintains  a
segregated account.

OTHER TECHNIQUES INVOLVING LEVERAGE

Utilization  of leveraging  involves  special risks and may involve  speculative
investment techniques. Certain Portfolios may borrow for other than temporary or
emergency purposes, lend their securities,  enter reverse repurchase agreements,
and  purchase  securities  on a when  issued or  forward  commitment  basis.  In
addition,  certain  Portfolios may engage in dollar roll  transactions.  Each of
these  transactions  involve the use of "leverage" when cash made available to a
Portfolio through the investment  technique is used to make additional portfolio
investments.  The Portfolios use these  investment  techniques only when Norwest
believes that the  leveraging  and the returns  available to the Portfolio  from
investing the cash will provide shareholders a potentially higher return.

Leverage  exists  when a Portfolio  achieves  the right to a return on a capital
base that exceeds the  investment the Portfolio has invested.  Leverage  creates
the risk of magnified  capital  losses  which occur when losses  affect an asset
base,  enlarged by borrowings or the creation of  liabilities,  that exceeds the
equity base of the  Portfolio.  Leverage may involve the creation of a liability
that requires the Portfolio to pay interest (for  instance,  reverse  repurchase
agreements)  or the  creation of a liability  that does not entail any  interest
costs (for instance, forward commitment transactions).

The risks of leverage include a higher  volatility of the net asset value of the
Portfolio's  shares and the relatively  greater effect on the net asset value of
the shares  caused by  favorable or adverse  market  movements or changes in the
cost of cash obtained by leveraging  and the yield  obtained from  investing the
cash.  So long as a Portfolio is able to realize a net return on its  investment
portfolio that is higher than interest expense  incurred,  if any, leverage will
result in higher current net  investment  income being realized by the Portfolio
than if the Portfolio  were not  leveraged.  On the other hand,  interest  rates
change from time to time as does their relationship to each other depending upon
such  factors as supply and  demand,  monetary  and tax  policies  and  investor
expectations.  Changes in such factors could cause the relationship  between the
cost of  leveraging  and the  yield to  change  so that  rates  involved  in the
leveraging  arrangement may substantially  increase relative to the yield on the
obligations in which the proceeds of the leveraging  have been invested.  To the
extent that the  interest  expense  involved in  leveraging  approaches  the net
return on a Portfolio's investment portfolio,  the benefit of leveraging will be
reduced,  and,  if the  interest  expense on  borrowings  were to exceed the net
return to shareholders,  the Portfolio's use of leverage would result in a lower
rate of return than if the Portfolio were not leveraged.  Similarly,  the effect
of leverage in a declining market could be a greater decrease in net asset value
per share than if the Portfolio were not  leveraged.  In an extreme case, if the
Portfolio's  current  investment income were not sufficient to meet the interest
expense of  leveraging,  it could be  necessary  for the  Portfolio to liquidate
certain of its investments at an inappropriate  time. The use of leverage may be
considered speculative.

SEGREGATED ACCOUNT

In order to limit the risks involved in various transactions involving leverage,
the Trust's  custodian will set and maintain in a segregated  account cash, U.S.
Government Securities and liquid securities (or other assets as may be permitted
by the SEC) in accordance with SEC  guidelines.  The account's  value,  which is
marked to market daily,  will be at least equal to the  Portfolio's  commitments
under these  transactions.  The Portfolio's  commitments include the Portfolio's


                                       25
<PAGE>


obligations to repurchase  securities under a reverse  repurchase  agreement and
settle when-issued and forward commitment transactions.

MARGIN AND SHORT SALES

Prohibitions  on entering  short sales do not restrict a Portfolio's  ability to
use short-term credits necessary for the clearance of portfolio transactions and
to make margin deposits in connection with permitted transactions in options and
futures contracts.

REVERSE REPURCHASE AGREEMENTS

Reverse  repurchase  agreements are  transactions  in which a Portfolio  sells a
security and  simultaneously  commits to repurchase that security from the buyer
at an agreed  upon price on an agreed upon future  date.  The resale  price in a
reverse  repurchase  agreement  reflects a market rate of  interest  that is not
related to the coupon rate or maturity of the sold security.  For certain demand
agreements,  there is no agreed upon repurchase  date and interest  payments are
calculated daily, often based upon the prevailing overnight repurchase rate.

Generally,  a reverse repurchase  agreement enables the Portfolio to recover for
the term of the reverse repurchase agreement all or most of the cash invested in
the portfolio  securities sold and to keep the interest  income  associated with
those  portfolio  securities.  Such  transactions  are only  advantageous if the
interest cost to the  Portfolio of the reverse  repurchase  transaction  is less
than the cost of obtaining the cash  otherwise.  In addition,  interest costs on
the money  received  in a reverse  repurchase  agreement  may  exceed the return
received on the  investments  made by a Portfolio with those monies.  The use of
reverse  repurchase  agreement proceeds to make investments may be considered to
be a speculative technique.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

The  Portfolios  may purchase or sell  portfolio  securities on a when-issued or
delayed delivery basis.  When-issued or delayed delivery transactions arise when
securities  are purchased by a Portfolio with payment and delivery to take place
in the future in order to secure what is considered to be an advantageous  price
and yield to the Portfolio at the time it enters into the transaction.  In those
cases,  the purchase  price and the interest rate payable on the  securities are
fixed on the transaction date and delivery and payment may take place a month or
more after the date of the  transaction.  When a Portfolio enters into a delayed
delivery transaction, it becomes obligated to purchase securities and it has all
of the  rights  and risks  attendant  to  ownership  of the  security,  although
delivery and payment occur at a later date. To facilitate such acquisitions, the
Portfolio  will maintain with its  custodian a separate  account with  portfolio
securities in an amount at least equal to such commitments.

At the time a  Portfolio  makes  the  commitment  to  purchase  securities  on a
when-issued or delayed delivery basis, the Portfolio will record the transaction
as a purchase and  thereafter  reflect the value each day of such  securities in
determining its net asset value. The value of the fixed income  securities to be
delivered in the future will  fluctuate as interest  rates and the credit of the
underlying issuer vary. On delivery dates for such  transactions,  the Portfolio
will meet its obligations from  maturities,  sales of the securities held in the
separate account or from other available sources of cash. A Portfolio  generally
has the ability to close out a purchase  obligation on or before the  settlement
date,  rather than purchase the security.  If a Portfolio  chooses to dispose of
the right to acquire a when-issued security prior to its acquisition,  it could,
as with the  disposition of any other  portfolio  obligation,  realize a gain or
loss due to market fluctuation.

To  the  extent  a  Portfolio   engages  in  when-issued  or  delayed   delivery
transactions,  it will do so for the purpose of acquiring securities  consistent
with the Portfolio's  investment objectives and policies and not for the purpose
of investment  leverage or to speculate in interest  rate  changes.  A Portfolio
will only make  commitments  to purchase  securities on a when-issued or delayed
delivery basis with the intention of actually acquiring the securities,  but the
Portfolio reserves the right to dispose of the right to acquire these securities
before the settlement date if deemed advisable.


                                       26
<PAGE>


The use of when-issued and delayed delivery  transactions  enables the Portfolio
to hedge  against  anticipated  changes in  interest  rates and  prices.  If the
Investment  Adviser were to forecast  incorrectly the direction of interest rate
movements,  however,  a Portfolio  might be required to complete  when-issued or
delayed  delivery  transactions at prices inferior to the current market values.
Securities  purchased pursuant to when-issued and delayed delivery  transactions
may  be  sold  prior  to  the  settlement  date,  but a  Portfolio  enters  into
when-issued  and  delayed  delivery  transactions  only  with the  intention  of
actually  receiving or delivering  the  securities,  as the case may be. In some
instances,  the third-party seller of when-issued or delayed delivery securities
may determine  prior to the  settlement  date that it will be unable to meet its
existing transaction  commitments without borrowing securities.  If advantageous
from a yield  perspective,  a Portfolio may, in that event,  agree to resell its
purchase commitment to the third-party seller at the current market price on the
date of sale and concurrently  enter into another  purchase  commitment for such
securities at a later date. As an inducement  for a Portfolio to "roll over" its
purchase  commitment,  the Portfolio may receive a negotiated  fee.  When-issued
securities may include bonds purchased on a "when, as and if issued" basis under
which the issuance of the securities depends upon the occurrence of a subsequent
event.  Any  significant  commitment of a Portfolio's  assets to the purchase of
securities on a "when,  as and if issued"  basis may increase the  volatility of
the  Portfolio's  net asset value.  For purposes of the  Portfolios'  investment
policies,  the  purchase of  securities  with a settlement  date  occurring on a
Public Securities  Association  approved  settlement date is considered a normal
delivery and not a when-issued or delayed delivery purchase.

REPURCHASE AGREEMENTS

The Portfolios may invest in securities  subject to repurchase  agreements  with
U.S. banks or broker-dealers. In a typical repurchase agreement, the seller of a
security commits itself at the time of the sale to repurchase that security from
the buyer at a mutually agreed-upon time and price. The repurchase price exceeds
the sale price, reflecting an agreed-upon interest rate effective for the period
the buyer owns the  security  subject to  repurchase.  The  agreed-upon  rate is
unrelated to the interest  rate on that  security.  The Adviser will monitor the
value of the underlying security at the time the transaction is entered into and
at all times  during the term of the  repurchase  agreement  to ensure  that the
value of the security always equals or exceeds the repurchase  price  (including
accrued  interest).  In the event of default by the seller under the  repurchase
agreement,  a Portfolio may have  difficulties  in exercising  its rights to the
underlying  securities  and may  incur  costs  and  experience  time  delays  in
connection with the disposition of such securities. To evaluate potential risks,
the Adviser reviews the  credit-worthiness of those banks and dealers with which
the Portfolios enter into repurchase agreements.

Securities  subject to  repurchase  agreements  will be held by the  Portfolio's
custodian or another  qualified  custodian or in the Federal Reserve  book-entry
system.  Repurchase  agreements  are  considered  to be loans by a Portfolio for
certain purposes under the 1940 Act.

TEMPORARY DEFENSIVE POSITION

When a Portfolio,  in accordance with the policies  described in its Prospectus,
assumes a temporary  defensive  position,  it may invest  without  limit in: (1)
short-term U.S.  Government  Securities;  (2) certificates of deposit,  bankers'
acceptances  and  interest-bearing  savings  deposits of commercial  banks doing
business in the United States that have, at the time of investment, total assets
in excess of one billion  dollars  and that are  insured by the Federal  Deposit
Insurance  Corporation;  (3) commercial  paper of prime quality rated Prime-2 or
higher by Moody's or A-2 or higher by S&P or, if not  rated,  determined  by the
investment  adviser  to be of  comparable  quality;  (4)  repurchase  agreements
covering any of the securities in which the Portfolio may invest  directly;  and
(5) money market mutual funds.

2.       INVESTMENT LIMITATIONS

For purposes of all fundamental and nonfundamental  investment  policies of each
Portfolio:   (1)  the  term  1940  Act  includes  the  rules   thereunder,   SEC
interpretations  and any  exemptive  order upon which the Portfolio may rely and
(2) the term Code includes the rules  thereunder,  IRS  interpretations  and any
private letter ruling or similar authority upon which the Portfolio may rely.


                                       27
<PAGE>


Each Portfolio has adopted the investment  policies listed in this section which
are  nonfundamental  policies unless otherwise noted.  Except for its investment
objective,  which is Fundamental,  the Portfolio has not adopted any Fundamental
policies except as required by the 1940 Act.

Except as required by the 1940 Act or the Code, if any percentage restriction on
investment or  utilization  of assets is adhered to at the time an investment is
made, a later change in percentage  resulting from a change in the market values
of a  Portfolio's  assets or  purchases  and  redemptions  of shares will not be
considered a violation of the limitation.

A Fundamental  policy of a Portfolio  cannot be changed  without the affirmative
vote of the  lesser  of:  (1) more  than 50% of the  outstanding  shares  of the
Portfolio or (2) 67% of the shares of the Portfolio  present or represented at a
shareholders  meeting at which the  holders of more than 50% of the  outstanding
shares of the Portfolio are present or represented.

FUNDAMENTAL LIMITATIONS

Each  Portfolio  has  adopted  the  following  investment  limitations  that are
fundamental policies.

(1)      DIVERSIFICATION

                  No Portfolio may, with respect to 75% of its assets,  purchase
                  a  security  (other  than  a  U.S.  Government  Security  or a
                  security of an investment  company) if, as a result:  (1) more
                  than 5% of the  Portfolio's  total assets would be invested in
                  the  securities of a single issuer or (2) the Portfolio  would
                  own more than 10% of the outstanding  voting securities of any
                  single issuer.

2.       INDUSTRY CONCENTRATION

                  No Portfolio  may  purchase a security  if, as a result,  more
                  than 25% of the Portfolio's  total assets would be invested in
                  securities  of issuers  conducting  their  principal  business
                  activities  in  the  same  industry.   For  purposes  of  this
                  limitation,  there is no limit  on:  (1)  investments  in U.S.
                  Government securities,  in repurchase agreements covering U.S.
                  Government  Securities,  in  securities  issued by the states,
                  territories or  possessions  of the United States  ("municipal
                  securities")  or  in  foreign  government  securities  or  (2)
                  investment  in  issuers  domiciled  in a single  jurisdiction.
                  Notwithstanding  anything  to  the  contrary,  to  the  extent
                  permitted by the 1940 Act, each Portfolio may invest in one or
                  more investment companies; provided that, except to the extent
                  the Portfolio invests in other investment  companies  pursuant
                  to Section  12(d)(1)(A) of the 1940 Act, the Portfolio  treats
                  the assets of the investment  companies in which it invests as
                  its own for purposes of this policy.

                  For   purposes  of  this   policy:   (1)   "mortgage   related
                  securities,"  as that term is  defined  in the 1934  Act,  are
                  treated  as  securities  of an issuer in the  industry  of the
                  primary  type of asset  backing the  security;  (2)  financial
                  service companies are classified according to the end users of
                  their services (for example,  automobile finance, bank finance
                  and  diversified  finance);  and  (3)  utility  companies  are
                  classified according to their services (for example,  gas, gas
                  transmission, electric and gas, electric and telephone).

3.       BORROWING

                  No  Portfolio  may borrow  money if, as a result,  outstanding
                  borrowings  would  exceed  an  amount  equal to 33 1/3% of the
                  Portfolio's total assets.


                                       28
<PAGE>


4.       REAL ESTATE

                  No Portfolio may purchase or sell real estate unless  acquired
                  as a result of ownership of  securities  or other  instruments
                  (but this shall not prevent the  Portfolio  from  investing in
                  securities  or other  instruments  backed  by real  estate  or
                  securities of companies engaged in the real estate business).

5.       LENDING

                  No Portfolio may make loans to other parties.  For purposes of
                  this limitation,  entering into repurchase agreements, lending
                  securities  and  acquiring any debt security are not deemed to
                  be the making of loans.

                  No Portfolio  may lend a security if, as a result,  the amount
                  of loaned  securities  would exceed an amount equal to 33 1/3%
                  of the Portfolio's total assets.

6.       COMMODITIES

                  No Portfolio may purchase or sell physical  commodities unless
                  acquired  as a result  of  ownership  of  securities  or other
                  instruments  (but this shall not  prevent the  Portfolio  from
                  purchasing  or selling  options and futures  contracts or from
                  investing  in  securities  or  other  instruments   backed  by
                  physical commodities).

7.       UNDERWRITING

                  No Portfolio  may  underwrite  (as that term is defined in the
                  1933 Act) securities  issued by other persons  except,  to the
                  extent  that  in  connection   with  the  disposition  of  the
                  Portfolio's  assets,  the  Portfolio  may be  deemed  to be an
                  underwriter.

8.       SENIOR SECURITIES

                  No Portfolio may issue senior  securities except to the extent
                  permitted by the 1940 Act.

NONFUNDAMENTAL LIMITATIONS

Each Portfolio has adopted the following  investment  limitations  which are not
fundamental policies of the Portfolio.  A nonfundamental policy will not be used
to defeat a fundamental limitation of a Portfolio. These nonfundamental policies
may be changed by the Board.

(1)      BORROWING

                  For purposes of the limitation on borrowing, the following are
                  not  treated  as  borrowings  to the  extent  they  are  fully
                  collateralized:   (1)  the  delayed   delivery  of   purchased
                  securities  (such as the purchase of when-issued  securities);
                  (2)   reverse   repurchase    agreements;    (3)   dollar-roll
                  transactions;  and (4) the  lending of  securities  ("leverage
                  transactions").

2.       LIQUIDITY

                  No  Portfolio  may  invest  more than 15% of its net assets in
                  illiquid  assets  such  as:  (1)  securities  that  cannot  be
                  disposed of within seven days at their then-current value; (2)
                  repurchase  agreements  not entitling the holder to payment of
                  principal  within seven days;  and (3)  securities  subject to
                  restrictions  on the  sale  of the  securities  to the  public
                  without   registration   under   the  1933  Act   ("restricted
                  securities") that are not readily  marketable.  Each Portfolio
                  may treat certain restricted  securities as liquid pursuant to
                  guidelines adopted by the Board of Trustees.


                                       29
<PAGE>


3.       EXERCISING CONTROL OF ISSUERS

                  No  Portfolio  may  make   investments   for  the  purpose  of
                  exercising control of an issuer. Investments by a Portfolio in
                  entities created under the laws of foreign countries solely to
                  facilitate  investment  in securities in that country will not
                  be  deemed  the  making  of  investments  for the  purpose  of
                  exercising control.

4.       OTHER INVESTMENT COMPANIES

                  No  Fund  may  invest  in  securities  of  another  investment
                  company, except to the extent permitted by the 1940 Act.

5.       SHORT SALES AND PURCHASING ON MARGIN

                  Under normal  circumstances,  no Portfolio may sell securities
                  short,  provided that  transactions  in futures  contracts and
                  options are not deemed to constitute selling securities short.

                  No Portfolio may purchase securities on margin,  except that a
                  Portfolio may use  short-term  credit for the clearance of the
                  Portfolio's  transactions,   and  provided  that  initial  and
                  variation margin payments in connection with futures contracts
                  and  options  on  futures   contracts   shall  not  constitute
                  purchasing securities on margin.

6.       OPTIONS, WARRANTS AND FUTURES CONTRACTS

                  No  Portfolio  may  invest in  futures  or  options  contracts
                  regulated  by the CFTC  for:  (1) bona fide  hedging  purposes
                  within the  meaning of the rules of the CFTC and (2) for other
                  purposes if, as a result,  no more than 5% of the  Portfolio's
                  net assets  would be invested in initial  margin and  premiums
                  (excluding amounts  "in-the-money")  required to establish the
                  contracts.

                  No  Portfolio:  (1) will  hedge  more than  [50%] of its total
                  assets by selling futures contracts,  buying put options,  and
                  writing call options (so called "short  positions");  (2) will
                  buy futures  contracts or write put options  whose  underlying
                  value exceeds [25%] of the Portfolio's  total assets;  and (3)
                  will  buy  call  options  with a value  exceeding  [5%] of the
                  Portfolio's total assets.

3.       PERFORMANCE AND ADVERTISING DATA

Quotations of performance may from time to time be used in advertisements, sales
literature,  shareholder  reports or other  communications  to  shareholders  or
prospective investors. All performance information supplied by the Portfolios is
historical  and is not intended to indicate  future  returns.  Each  Portfolio's
yield and total  return  fluctuate  in response to market  conditions  and other
factors.  The value of a  Portfolio's  shares when  redeemed may be more or less
than their original cost.

In performance advertising,  the Portfolios may compare any of their performance
information  with data published by independent  evaluators such as Morningstar,
Inc., Lipper, Inc., or other companies which track the investment performance of
investment companies ("Portfolio Tracking  Companies").  The Portfolios may also
compare any of their performance  information with the performance of recognized
stock,  bond and other indices,  including but not limited to the Municipal Bond
Buyers Indices, the Salomon Brothers Bond Index, Shearson Lehman Bond Index, the
Standard & Poor's 500 Composite  Stock Price Index,  Russell 2000 Index,  Morgan
Stanley-Europe,  Australian  and Far East Index,  Lehman  Brothers  Intermediate
Government Index, Lehman Brothers Intermediate  Government/Corporate  Index, the
Dow Jones Industrial Average, U.S. Treasury bonds, bills or notes and changes in
the Consumer  Price Index as published by the U.S.  Department of Commerce.  The
Portfolios may refer to general market  performances over past time periods such
as those  published by Ibbotson  Associates (for instance,  its "Stocks,  Bonds,
Bills and Inflation  Yearbook").  In addition,  the Portfolios may also refer in
such materials to mutual Portfolio performance rankings and other data published


                                       30
<PAGE>


by  Portfolio  Tracking  Companies.  Performance  advertising  may also refer to
discussions  of the  Portfolios'  and  comparative  mutual fund data and ratings
reported in independent periodicals, such as newspapers and financial magazines.

SEC YIELD CALCULATIONS

Although  published  yield  information  is useful to  investors  in reviewing a
Portfolio's  performance,  investors should be aware that each Portfolio's yield
fluctuates from day to day and that the  Portfolio's  yield for any given period
is not an  indication  or  representation  by the  Portfolio of future yields or
rates of return on the Portfolio's shares. Norwest, Processing Organizations and
others  may  charge  their   customers,   various   retirement  plans  or  other
shareholders that invest in a Portfolio fees in connection with an investment in
a Portfolio, which will have the effect of reducing the Portfolio's net yield to
those shareholders.  The yields of a Portfolio are not fixed or guaranteed,  and
an investment in a Portfolio is not insured or  guaranteed.  Accordingly,  yield
information  may not  necessarily  be used to compare shares of a Portfolio with
investment  alternatives  which, like money market instruments or bank accounts,
may provide a fixed rate of interest. Also, it may not be appropriate to compare
a  Portfolio's  yield  information  directly  to similar  information  regarding
investment alternatives which are insured or guaranteed.

FIXED INCOME AND EQUITY PORTFOLIOS

Standardized  yields for the  Portfolios  used in  advertising  are  computed by
dividing  a  Portfolio's  dividends  and  interest  earned (in  accordance  with
specific  standardized  rules) for a given 30 days or one month  period,  net of
expenses,  by the average  number of shares  entitled  to receive  distributions
during the period,  dividing this figure by the  Portfolio's net asset value per
share at the end of the period and annualizing the result (assuming  compounding
of income in accordance with specific  standardized rules) in order to arrive at
an annual  percentage rate. In general,  interest income is reduced with respect
to  municipal  securities  purchased  at a  premium  over  their  par  value  by
subtracting  a portion of the premium from income on a daily basis.  In general,
interest income is increased with respect to municipal  securities  purchased at
original  issue at a  discount  by adding a  portion  of the  discount  to daily
income. Capital gains and losses generally are excluded from these calculations.

Income  calculated for the purpose of determining each Portfolio's  standardized
yield differs from income as determined for other accounting  purposes.  Because
of the different accounting methods used, and because of the compounding assumed
in yield calculations, the yield quoted for a Portfolio may differ from the rate
of  distribution  the Portfolio  paid over the same period or the rate of income
reported in the Portfolio's financial statements.

TOTAL RETURN CALCULATIONS

Standardized  total returns quoted in advertising and sales  literature  reflect
all  aspects  of a  Portfolio's  return,  including  the  effect of  reinvesting
dividends  and capital gain  distributions,  any change in the  Portfolio's  net
asset  value per  share  over the  period  and  maximum  sales  charge,  if any,
applicable to purchases of the Portfolio's shares.  Average annual total returns
are  calculated,  through  the  use  of a  formula  prescribed  by the  SEC,  by
determining  the  growth  or  decline  in  value  of a  hypothetical  historical
investment  in a  Portfolio  over a  stated  period,  and then  calculating  the
annually compounded  percentage rate that would have produced the same result if
the rate of growth or decline in value had been  constant  over the period.  For
example,  a  cumulative  return of 100% over ten years would  produce an average
annual  return of 7.18%,  which is the steady  annual rate that would equal 100%
growth on a compounded  basis in ten years.  The average  annual total return is
computed  separately  for each  class of shares of a  Portfolio.  While  average
annual  returns are a  convenient  means of comparing  investment  alternatives,
investors  should  realize that the  performance  is not constant  over time but
changes from year to year, and that average annual  returns  represent  averaged
figures as opposed to the actual year-to-year performance of the Portfolios.

Average  annual  total  return is  calculated  by  finding  the  average  annual
compounded  rates of  return of a  hypothetical  investment,  over such  periods
according to the following formula:


                                       31
<PAGE>


         P(1+T)n = ERV

         Where:
                  P       = a  hypothetical  initial  payment  of  $1,000
                  T       = average annual total return
                  n       = number of years
                  ERV     = ending  redeemable  value:  ERV is the value, at the
                          end of the applicable period, of a hypothetical $1,000
                          payment made at the beginning of the applicable period

Standardized  total return quotes may be accompanied by  non-standardized  total
return figures calculated by alternative  methods.  For example,  average annual
total  return  may be  calculated  without  assuming  payment  of the sales load
according to the following formula:

       P(1+U)n = ERV

Where    P        =        a hypothetical initial payment of $1,000.

         U        =        average annual total return assuming non payment of
                           the maximum sales load at the beginning of the stated
                           period.

         n        =        number of years

         ERV      =        ending redeemable value of a hypothetical $1,000
                           payment at the end of the stated period

In addition to average annual  returns,  each Portfolio may quote  unaveraged or
cumulative total returns  reflecting the simple change in value of an investment
over a stated period.  Total returns may be broken down into their components of
income and capital (including capital gains and changes in share price) in order
to illustrate the relationship of these factors and their contributions to total
return. Total returns,  yields, and other performance  information may be quoted
numerically or in a table, graph, or similar  illustration.  Period total return
is calculated according to the following formula:

         PT = (ERV/P-1)

         Where:
                  PT = period total return
                  The other definitions are the same as in average  annual total
                  return above

OTHER ADVERTISEMENT MATTERS

The  Portfolios  may advertise  other forms of  performance.  Average annual and
cumulative  total returns may be quoted as a percentage  or as a dollar  amount,
and may be calculated for a single investment,  a series of investments and/or a
series of  redemptions  over any time period.  Total  returns may be broken down
into their components of income and capital (including capital gains and changes
in share price) in order to  illustrate  the  relationship  of these factors and
their contributions to total return. Total returns may be quoted with or without
taking into  consideration  a Portfolio's  front-end  sales charge or contingent
deferred sales charge;  excluding sales charges from a total return  calculation
produces a higher return figure.  Any  performance  information may be presented
numerically or in a table, graph or similar illustration.

The Portfolios  may also include  various  information  in their  advertisements
including,  but not limited to: (1) portfolio holdings and portfolio  allocation
as of certain dates,  such as portfolio  diversification  by instrument type, by
instrument,   by  location  of  issuer  or  by  maturity;   (2)   statements  or
illustrations  relating to the  appropriateness  of types of  securities  and/or
mutual Portfolios that may be employed by an investor to meet specific financial
goals, such as fund retirement,  paying for children's education and financially
supporting aging parents;  (3) information  (including charts and illustrations)


                                       32
<PAGE>


showing  the  effects of  compounding  interest  (compounding  is the process of
earning  interest on principal plus interest that was earned  earlier;  interest
can be compounded at different intervals, such as annually,  quartile or daily);
(4)  information  relating  to  inflation  and its  effects on the  dollar;  for
example,  after  ten years  the  purchasing  power of  $25,000  would  shrink to
$16,621,  $14,968,  $13,465 and  $12,100,  respectively,  if the annual rates of
inflation were 4%, 5%, 6% and 7%,  respectively;  (5) information  regarding the
effects of automatic investment and systematic  withdrawal plans,  including the
principal  of  dollar  cost  averaging;  (6)  descriptions  of  the  Portfolios'
portfolio managers and the portfolio  management staff of the Investment Adviser
or  summaries  of the  views  of the  portfolio  managers  with  respect  to the
financial markets;  (7) the results of a hypothetical  investment in a Portfolio
over a given number of years,  including the amount that the investment would be
at the  end of the  period;  (8)  the  effects  of  earning  Federally  and,  if
applicable,  state  tax-exempt  income  from  a  Portfolio  or  investing  in  a
tax-deferred account, such as an individual retirement account or Section 401(k)
pension plan; and (9) the net asset value,  net assets or number of shareholders
of a Portfolio as of one or more dates.

As an example of compounding,  $1,000 compounded  annually at 9.00% will grow to
$1,090 at the end of the first year (an  increase  in $90) and $1,118 at the end
of the second year (an increase in $98). The extra $8 that was earned on the $90
interest  from the first year is the compound  interest.  One  thousand  dollars
compounded  annually  at 9.00%  will  grow to $2,367 at the end of ten years and
$5,604 at the end of 20 years. Other examples of compounding are as follows:  at
7% and 12% annually, $1,000 will grow to $1,967 and $3,106, respectively, at the
end of ten years  and  $3,870  and  $9,646,  respectively,  at the end of twenty
years. These examples are for illustrative  purposes only and are not indicative
of any Portfolio's performance.

The  Portfolios  may  advertise  information  regarding the effects of automatic
investment and systematic  withdrawal  plans,  including the principal of dollar
cost averaging.  In a dollar cost averaging program, an investor invests a fixed
dollar  amount in a Portfolio  at period  intervals,  thereby  purchasing  fewer
shares when  prices are high and more  shares when prices are low.  While such a
strategy does not insure a profit or guard against a loss in a declining market,
the  investor's  average  cost per share can be lower  than if fixed  numbers of
shares  had  been  purchased  at those  intervals.  In  evaluating  such a plan,
investors  should consider their ability to continue  purchasing  shares through
periods of low price levels.  For example,  if an investor  invests $100 a month
for a period of six months in a Portfolio the following will be the relationship
between  average cost per share ($14.35 in the example  given) and average price
per share:

<TABLE>
                 <S>                      <C>                        <C>                       <C>

                                       Systematic                    Share                    Shares
               Period                  Investment                    Price                   Purchased
               ------                  ----------                    -----                   ---------
                  1                       $100                        $10                      10.00
                  2                       $100                        $12                      8.33
                  3                       $100                        $15                      6.67
                  4                       $100                        $20                      5.00
                  5                       $100                        $18                      5.56
                  6                       $100                        $16                      6.25
                                          ----                        ---                      ----
                            Total Invested $600      Average Price $15.17        Total Shares 41.81

</TABLE>

In connection with its advertisements  each Portfolio may provide  "shareholders
letters" which serve to provide  shareholders or investors an introduction  into
the Portfolio's,  the Trust's or any of the Trust's service provider's  policies
or business  practices.  For instance,  advertisements may provide for a message
from Norwest or its parent  corporation  that Norwest has for more than 60 years
been  committed  to  quality  products  and  outstanding  service  to assist its
customers in meeting  their  financial  goals and setting forth the reasons that
Norwest  believes that it has been  successful as a national  financial  service
firm.


                                       33
<PAGE>

4.       MANAGEMENT

Those officers, as well as certain other officers and Trustees of the Trust, may
be directors,  officers or employees of (and persons  providing  services to the
Trust may include) Forum,  its affiliates or certain  non-banking  affiliates of
Norwest.

TRUSTEES AND OFFICERS

TRUSTEES AND OFFICERS OF THE TRUST

The  Trustees and  officers of the Trust's age and their  principal  occupations
during  the  past  five  years  are set  forth  below.  Each  Trustee  who is an
"interested person" (as defined by the 1940 Act) of the Trust is indicated by an
asterisk.

JOHN Y. KEFFER, Chairman and President,* Age 57.

          President  and Owner,  Forum  Financial  Services,  Inc. (a registered
          broker-dealer),   Forum  Administrative  Services,  Limited  Liability
          Company  (a mutual  fund  administrator),  Forum  Financial  Corp.  (a
          registered  transfer  agent),  and other  companies  within  the Forum
          Financial Group of companies. Mr. Keffer is a Director, Trustee and/or
          officer of various  registered  investment  companies  for which Forum
          Financial  Services,   Inc.  or  its  affiliates  serves  as  manager,
          administrator  or  distributor.  His address is Two  Portland  Square,
          Portland, Maine 04101.

ROBERT C. BROWN, Trustee,* Age 68.

          Former Director Federal Farm Credit Banks Funding Corporation and Farm
          Credit System Financial Assistance Corporation  (1993-March 1999). His
          address is 5038 Kestral Parkway South, Sarasota, Florida 34231.

DONALD H. BURKHARDT, Trustee, Age 73.

          Principal of The Burkhardt  Law Firm.  His address is 777 South Steele
          Street, Denver, Colorado 80209.

JAMES C. HARRIS, Trustee, Age 79.

          President  and  sole  Director  of  James C.  Harris  & Co.,  Inc.  (a
          financial  consulting firm). Mr. Harris is also a liquidating  trustee
          and former  Director of First Midwest  Corporation  (a small  business
          investment  company).   His  address  is  6950  France  Avenue  South,
          Minneapolis, Minnesota 55435.

RICHARD M. LEACH, Trustee, Age 66.

          President of Richard M. Leach Associates (a financial consulting firm)
          since 1992.  Prior  thereto,  Mr.  Leach was Senior  Adviser of Taylor
          Investments  (a  registered   investment   adviser),   a  Director  of
          Mountainview  Broadcasting (a radio station) and Managing  Director of
          Digital   Techniques,   Inc.   (an   interactive   video   design  and
          manufacturing  company). His address is P.O. Box 1888, New London, New
          Hampshire 03257.

JOHN S. MCCUNE,* Trustee, Age 54.

          President,   Norwest  Investment   Services,   Inc.  (a  broker-dealer
          subsidiary  of Norwest  bank) His  address  is 608 2nd  Avenue  South,
          Minneapolis, Minnesota 55479.


                                       34
<PAGE>


TIMOTHY J. PENNY, Trustee, Age 46.

          Senior  Counselor to the public  relations firm of Himle-Horner  since
          January 1995 and Senior Fellow at the Humphrey Institute, Minneapolis,
          Minnesota (a public policy  organization)  since  January 1995.  Prior
          thereto Mr. Penny was the Representative to the United States Congress
          from  Minnesota's  First  Congressional  District.  His address is 500
          North State Street, Waseca, Minnesota 56095.

DONALD C. WILLEKE, Trustee, Age 59.

          Principal  of the law firm of  Willeke & Daniels.  His  address is 201
          Ridgewood Avenue, Minneapolis, Minnesota 55403.

SARA M. MORRIS, Vice President and Treasurer, Age 36.

          Managing Director,  Forum Financial Services, Inc., with which she has
          been  associated  since  1994.  Prior  thereto,  from 1991 to 1994 Ms.
          Morris was Controller of Wright Express Corporation (a national credit
          card company) and for six years prior thereto was employed at Deloitte
          & Touche  LLP as an  accountant.  Ms.  Morris  is also an  officer  of
          various registered investment companies for which Forum Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  Her address is Two Portland Square,
          Portland, Maine 04101.

DAVID I. GOLDSTEIN, Vice President and Secretary, Age 38.

          Managing Director and General Counsel, Forum Financial Services, Inc.,
          with which he has been associated since 1991. Mr. Goldstein is also an
          officer of various  registered  investment  companies  for which Forum
          Administrative  Services, LLC or Forum Financial Services, Inc. serves
          as  manager,  administrator  and/or  distributor.  His  address is Two
          Portland Square, Portland, Maine 04101.

THOMAS G. SHEEHAN, Vice President and Assistant Secretary, Age 45.

          Managing Director and Counsel,  Forum Financial  Services,  Inc., with
          which he has been associated  since 1993.  Prior thereto,  Mr. Sheehan
          was Special  Counsel to the Division of  Investment  Management of the
          SEC. Mr. Sheehan is also an officer of various  registered  investment
          companies  for  which  Forum  Administrative  Services,  LLC or  Forum
          Financial  Services,  Inc.  serves as  manager,  administrator  and/or
          distributor.  His  address is Two  Portland  Square,  Portland,  Maine
          04101.

PAMELA J. WHEATON, Assistant Treasurer, Age 40.

          Manager - Tax and Compliance Group,  Forum Financial  Services,  Inc.,
          with which she has been associated  since 1989. Ms. Wheaton is also an
          officer of various  registered  investment  companies  for which Forum
          Administrative  Services, LLC or Forum Financial Services, Inc. serves
          as  manager,  administrator  and/or  distributor.  Her  address is Two
          Portland Square, Portland, Maine 04101.

DON L. EVANS, Assistant Secretary, Age 51.

          Counsel,  Forum  Financial  Services,  Inc.,  with  which  he has been
          associated  since 1995.  Prior thereto,  Mr. Evans was associated with
          the law firm of Bisk & Lutz and prior thereto was associated  with the
          law firm of Weiner & Strother. Mr. Evans is also an officer of various
          registered   investment   companies  for  which  Forum  Administrative
          Services,  LLC or Forum  Financial  Services,  Inc. serves as manager,
          administrator and/or distributor.  His address is Two Portland Square,
          Portland, Maine.




                                       35
<PAGE>





COMPENSATION OF TRUSTEES AND OFFICERS OF THE TRUST

Each Trustee of the Trust is paid a quarterly  retainer  fee of $6,000,  for the
Trustee's  service  to the  Trust  and  to  Norwest  Select  Funds,  a  separate
registered open-end management  investment company for which each Trustee serves
as trustee.  In addition,  each  Trustee is paid $3,000 for each  regular  Board
meeting  attended  except the  annual  meeting,  for which each  Trustee is paid
$5,000 (whether in person or by electronic communication) and is paid $1,000 for
each  Committee  meeting  attended  on a date when a Board  meeting is not held.
Trustees  are also  reimbursed  for  travel and  related  expenses  incurred  in
attending  meetings  of  the  Board.  Messrs.  Keffer  and  McCune  received  no
compensation  for their services as Trustees for the past year or  reimbursement
for  their  associated  expenses.  In  addition,  no  officer  of the  Trust  is
compensated by the Trust.

Mr.  Burkhardt,  Chairman  of  the  Trust's  and  Norwest  Select  Funds'  audit
committees,  receives  additional  compensation  of  $8,000  from the  Trust and
Norwest  Select Funds  allocated  pro rata between the Trust and Norwest  Select
Funds based upon relative net assets, for his services as Chairman. Each Trustee
was elected by shareholders on April 30, 1997.

The following table provides the aggregate  compensation paid to the Trustees of
the Trust by the Trust and Norwest Select Funds, combined.  Norwest Select Funds
have a December  31 fiscal year end.  Information  is  presented  for the twelve
month  period  ended May 31,  1999,  which was the fiscal year end of all of the
Trust's portfolios.

<TABLE>
               <S>                                       <C>                           <C>

                                                                             TOTAL COMPENSATION FROM
                                                     TOTAL COMPENSATION       THE TRUST AND NORWEST
                                                       FROM THE TRUST             SELECT FUNDS

         Mr. Brown                                        $37,770                    $38,000
         Mr. Burkhardt                                    $45,722                    $46,000
         Mr. Harris                                       $31,802                    $32,000
         Mr. Leach                                        $37,770                    $38,000
         Mr. Penny                                        $37,770                    $38,000
         Mr. Willeke                                      $37,770                    $38,000

</TABLE>

Neither the Trust nor Norwest  Select  Funds has adopted any form of  retirement
plan  covering  Trustees or officers.  For the twelve month period ended May 31,
1999 total expenses of the Trustees  (other than Messrs.  Keffer and McCune) was
$38,958 and total expenses of the trustees of Norwest Select Funds was $444.

As of October 1, 1999,  the Trustees and officers of the Trust in the  aggregate
owned less than 1% of the outstanding shares of the Portfolios.

INVESTMENT ADVISORY SERVICES

GENERAL

The advisory fee for each  Portfolio is based on the average daily net assets of
the Portfolio at the annual rate disclosed in the Portfolio's prospectus.

All investment  advisory fees are accrued daily and paid monthly.  Norwest,  the
investment adviser,  in its sole discretion,  may waive or continue to waive all
or any portion of its investment advisory fees.

In addition to receiving its advisory fee from the  Portfolios,  the  investment
adviser or its affiliates  may act and be compensated as investment  manager for
its clients with  respect to assets  which are invested in a Portfolio.  In some
instances  Norwest or its  affiliates may elect to credit against any investment
management,  custodial or other fee received from, or rebate to, a client who is
also a  shareholder  in a Portfolio  an amount  equal to all or a portion of the


                                       36
<PAGE>


fees received by Norwest or any of its affiliates  from a Portfolio with respect
to the client's assets invested in the Portfolio.

NORWEST INVESTMENT MANAGEMENT

Norwest  furnishes  at  its  expense  all  services,  facilities  and  personnel
necessary in connection with managing each Portfolio's investments and effecting
portfolio  transactions for each Portfolio.  The Investment  Advisory  Agreement
between  each  Portfolio  and  Norwest  will  continue  in  effect  only if such
continuance is  specifically  approved at least annually by the Board or by vote
of the  shareholders,  and in either case, by a majority of the Trustees who are
not interested persons of any party to the Investment Advisory  Agreement,  at a
meeting called for the purpose of voting on the Investment Advisory Agreement.

The Investment  Advisory Agreement is terminable without penalty with respect to
the  Portfolio on 60 days'  written  notice:  (1) by the Board or by a vote of a
majority of the outstanding voting securities of the Portfolio to the Adviser or
(2) by the  Adviser  on 60 days'  written  notice to the Trust.  The  Investment
Advisory  Agreement shall  terminate upon  assignment.  The Investment  Advisory
Agreement also provides that,  with respect to the  Portfolios,  neither Norwest
nor its  personnel  shall be liable for any  mistake of judgment or in any event
whatsoever,  except  for  lack of  good  faith,  provided  that  nothing  in the
Investment Advisory Agreement shall be deemed to protect, or purport to protect,
the Adviser  against  liability by reason of willful  misfeasance,  bad faith or
gross negligence in the performance of Norwest's duties or by reason of reckless
disregard  of  its  obligations   and  duties  under  the  Investment   Advisory
Agreements.  The Investment  Advisory Agreement provides that Norwest may render
services to others.

MANAGEMENT AND ADMINISTRATIVE SERVICES

MANAGER AND ADMINISTRATOR

Forum  manages  all  aspects  of the  Trust's  operations  with  respect to each
Portfolio except those which are the responsibility of FAdS, Norwest,  any other
investment  adviser or investment  subadviser to a Portfolio,  or Norwest in its
capacity as administrator  pursuant to an investment  administration  or similar
agreement.  With respect to each Portfolio,  Forum has entered into a Management
Agreement that will continue in effect only if such  continuance is specifically
approved at least  annually by the Board or by the  shareholders  and, in either
case, by a majority of the Trustees who are not interested  persons of any party
to the Management Agreement.

On behalf of the Trust and with respect to each Portfolio,  Forum:  (1) oversees
(a)  the   preparation   and   maintenance   by  the  Adviser  and  the  Trust's
administrator,   custodian,   transfer  agent,  dividend  disbursing  agent  and
Portfolio  accountant (or if appropriate,  prepares and maintains) in such form,
for such periods and in such locations as may be required by applicable  law, of
all documents and records  relating to the operation of the Trust required to be
prepared or  maintained by the Trust or its agents  pursuant to applicable  law;
(b) the reconciliation of account information and balances among the Adviser and
the Trust's custodian,  transfer agent,  dividend disbursing agent and Portfolio
accountant;  (c) the transmission of purchase and redemption  orders for Shares;
(d) the  notification of the Adviser of available funds for investment;  and (e)
the  performance of Portfolio  accounting,  including the calculation of the net
asset  value per Share;  (2)  oversees  the Trust's  receipt of the  services of
persons  competent  to perform  such  supervisory,  administrative  and clerical
functions as are  necessary  to provide  effective  operation of the Trust;  (3)
oversees the performance of administrative and professional services rendered to
the Trust by others,  including its  administrator,  custodian,  transfer agent,
dividend  disbursing  agent and  Portfolio  accountant,  as well as  accounting,
auditing,  legal and other  services  performed for the Trust;  (4) provides the
Trust with adequate  general office space and  facilities  and provides,  at the
Trust's request and expense,  persons suitable to the Board to serve as officers
of the Trust;  (5)  oversees  the  preparation  and the printing of the periodic
updating of the  Trust's  registration  statement,  Prospectuses  and SAIs,  the
Trust's  tax  returns,  and reports to its  shareholders,  the SEC and state and
other  securities  administrators;  (6)  oversees the  preparation  of proxy and
information  statements and any other  communications to shareholders;  (7) with
the cooperation of the Trust's  counsel,  Investment  Adviser and other relevant
parties, oversees the preparation and dissemination of materials for meetings of
the Board; (8) oversees the  preparation,  filing and maintenance of the Trust's
governing  documents,  including  the Trust  Instrument,  Bylaws and  minutes of


                                       37
<PAGE>


meetings  of  Trustees,   Board  committees  and   shareholders;   (9)  oversees
registration  and sale of  Portfolio  shares,  to ensure  that such  shares  are
properly and duly registered with the SEC and that  appropriate  action has been
taken under  applicable  state law; (10) oversees the calculation of performance
data for dissemination to information  services covering the investment  company
industry,  sales literature of the Trust and other  appropriate  purposes;  (11)
oversees the  determination  of the amount of and supervises the  declaration of
dividends and other  distributions  to shareholders as necessary to, among other
things,  maintain the qualification of each Portfolio as a regulated  investment
company under the Internal  Revenue Code of 1986,  as amended,  and oversees the
preparation and  distribution to appropriate  parties of notices  announcing the
declaration of dividends and other  distributions to shareholders;  (12) reviews
and  negotiates on behalf of the Trust normal  course of business  contracts and
agreements;  (13) maintains and reviews  periodically  the Trust's fidelity bond
and errors and omission insurance  coverage;  and (14) advises the Trust and the
Board on matters concerning the Trust and its affairs.

The  Management  Agreement  terminates  automatically  if  assigned  and  may be
terminated  without  penalty  with  respect  to any  Portfolio  by  vote of that
Portfolio's  shareholders  or by either party on not more than 60 days' nor less
than 30 days'  written  notice.  The  Management  Agreement  also  provides that
neither  Forum nor its  personnel  shall be liable for any error of  judgment or
mistake of law or for any act or omission in the administration or management of
the Trust, except for willful misfeasance,  bad faith or gross negligence in the
performance  of Forum's or their  duties or by reason of reckless  disregard  of
their obligations and duties under the Management Agreement.

FAdS  manages  all  aspects  of the  Trust's  operations  with  respect  to each
Portfolio except those which are the  responsibility of Forum,  Norwest,  or any
other investment adviser or investment subadviser to a Portfolio,  or Norwest in
its  capacity as  administrator  pursuant  to an  investment  administration  or
similar  agreement.  With  respect to each  Portfolio,  Forum has entered into a
Administrative  Agreement that will continue in effect only if such  continuance
is specifically  approved at least annually by the Board or by the  shareholders
and,  in either  case,  by a majority  of the  Trustees  who are not  interested
persons of any party to the Management Agreement.

On behalf of the Trust and with respect to each  Portfolio,  FAdS:  (1) provides
the Trust  with,  or  arranges  for the  provision  of, the  services of persons
competent to perform such supervisory,  administrative and clerical functions as
are necessary to provide  effective  operation of the Trust;  (2) assists in the
preparation  and  the  printing  and  the  periodic   updating  of  the  Trust's
registration  statement,  Prospectuses  and SAIs,  the Trust's tax returns,  and
reports  to  its   shareholders,   the  SEC  and  state  and  other   securities
administrators;  (3)  assists  in  the  preparation  of  proxy  and  information
statements and any other communications to shareholders; (4) assists the Adviser
in  monitoring  Portfolio  holdings  for  compliance  with  Prospectus  and  SAI
investment  restrictions  and  assist  in  preparation  of  periodic  compliance
reports;  (5)  with the  cooperation  of the  Trust's  counsel,  the  Investment
Adviser,  the officers of the Trust and other relevant  parties,  is responsible
for the  preparation and  dissemination  of materials for meetings of the Board;
(6) is responsible for preparing,  filing and maintaining the Trust's  governing
documents,  including  the Trust  Instrument,  Bylaws and minutes of meetings of
Trustees, Board committees and shareholders;  (7) is responsible for maintaining
the Trust's  existence and good standing  under state law; (8) monitors sales of
shares and ensures that such shares are properly  and duly  registered  with the
SEC and other  applicable  securities  commissions;  (9) is responsible  for the
calculation  of  performance  data for  dissemination  to  information  services
covering the  investment  company  industry,  sales  literature of the Trust and
other appropriate purposes; and (10) is responsible for the determination of the
amount of and supervises the declaration of dividends and other distributions to
shareholders as necessary to, among other things,  maintain the qualification of
each Portfolio as a regulated investment company under the Code, as amended, and
prepares  and  distributes  to  appropriate   parties  notices   announcing  the
declaration of dividends and other distributions to shareholders.

The  Administrative  Agreement  terminates  automatically if assigned and may be
terminated  without  penalty  with  respect  to any  Portfolio  by  vote of that
Portfolio's  shareholders  or by either party on not more than 60 days' nor less
than 30 days' written notice.  The  Administrative  Agreement also provides that
neither  FAdS nor its  personnel  shall be liable for any error of  judgment  or
mistake of law or for any act or omission in the administration or management of
the Trust, except for willful misfeasance,  bad faith or gross negligence in the
performance  of FAdS's or their  duties or by reason of  reckless  disregard  of
their obligations and duties under the Administrative Agreement.


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<PAGE>


Pursuant to their agreements with the Trust,  Forum and FAdS may subcontract any
or all of their duties to one or more qualified  subadministrators  who agree to
comply with the terms of Forum's Management  Agreement or FAdS's  Administration
Agreement,  respectively.  Forum and FAdS may compensate  those agents for their
services;  however,  no such  compensation  may increase the aggregate amount of
payments  by the  Trust to  Forum  or FAdS  pursuant  to  their  Management  and
Administration Agreements with the Trust.

The Administration Agreement became effective on June 1, 1997.

DISTRIBUTION

Forum also acts as  distributor of the shares of each  Portfolio.  Forum acts as
the  agent of the  Trust  in  connection  with the  offering  of  shares  of the
Portfolios  on a  "best  efforts"  basis  pursuant  to a  Distribution  Services
Agreement.  Under the Distribution  Services Agreement,  the Trust has agreed to
indemnify,  defend and hold Forum,  and any person who controls Forum within the
meaning of Section 15 of the 1933 Act,  free and  harmless  from and against any
and all  claims,  demands,  liabilities  and  expenses  (including  the  cost of
investigating  or defending such claims,  demands or liabilities and any counsel
fees  incurred in  connection  therewith)  which  Forum or any such  controlling
person may incur, under the 1933 Act, or under common law or otherwise,  arising
out of or based upon any alleged  untrue  statement of a material fact contained
in the Trust's Registration  Statement or a Portfolio's  Prospectus or Statement
of  Additional  Information  in effect  from time to time  under the 1933 Act or
arising  out of or based upon any  alleged  omission  to state a  material  fact
required to be stated in any one thereof or necessary to make the  statements in
any one thereof not misleading.  Forum is not,  however,  protected  against any
liability  to the Trust or its  shareholders  to which Forum would  otherwise be
subject by reason of willful  misfeasance,  bad faith or gross negligence in the
performance  of its duties,  or by reason of Forum's  reckless  disregard of its
obligations and duties under the Distribution Services Agreement.

With  respect  to each  Portfolio,  the  Distribution  Services  Agreement  will
continue in effect only if such  continuance is  specifically  approved at least
annually by the Board or by the shareholders  and, in either case, by a majority
of the Trustees who are not parties to the  Distribution  Services  Agreement or
interested  persons  of any such  party  and,  with  respect  to each class of a
Portfolio for which there is an effective plan of distribution  adopted pursuant
to Rule 12b-1, who do not have any direct or indirect  financial interest in any
distribution  plan  of  the  Portfolio  or  in  any  agreement  related  to  the
distribution  plan cast in person at a meeting  called for the purpose of voting
on such approval ("12b-1 Trustees").

The Distribution Services Agreement terminates  automatically if assigned.  With
respect to each Portfolio, the Distribution Services Agreement may be terminated
at any time without the payment of any penalty: (1) by the Board or by a vote of
the Portfolio's  shareholders  or, with respect to each class of a Portfolio for
which there is an effective plan of distribution adopted pursuant to Rule 12b-1,
a majority  of 12b-1  Trustees,  on 60 days'  written  notice to Forum or (2) by
Forum on 60 days' written notice to the Trust.

Under the Distribution  Services Agreement,  Forum receives,  and may reallow to
certain financial institutions,  the initial sales charges assessed on purchases
of C Shares of the Portfolios. With respect to C Shares of each Portfolio, Trust
has adopted a  distribution  plan pursuant to Rule 12b-1 under the 1940 Act (the
"Plan")  which  authorizes  monthly  payments  to Forum  under the  Distribution
Services  Agreement of a  distribution  services fee, at an annual rate of up to
0.75% of the average  daily net assets of the  Portfolio  attributable  to the C
Shares.

The Plan provides that all written agreements  relating to the Plan must be in a
form  satisfactory  to the Board.  In addition,  the Plan requires the Trust and
Forum to prepare, at least quarterly,  written reports setting forth all amounts
expended for  distribution  purposes by the Portfolios and Forum pursuant to the
Plan and identifying the  distribution  activities for which those  expenditures
were made.

The Plan provides that, with respect to each class of each Portfolio to which it
applies, it will remain in effect for one year from the date of its adoption and
thereafter may continue in effect for successive  annual periods  provided it is
approved by the shareholders of the respective class or by the Board,  including
a majority of the 12b-1 trustees.  The Plan further  provides that it may not be
amended to  increase  materially  the costs  which may be borne by the Trust for


                                       39
<PAGE>


distribution  pursuant to the Plan without  shareholder  approval and that other
material  amendments  to the Plan must be approved by the Trustees in the manner
described in the preceding sentence. The Plan may be terminated at any time by a
vote of the Board or by the shareholders of the respective classes.

TRANSFER AGENT

Norwest Bank, Sixth Street and Marquette,  Minneapolis,  Minnesota 55479 acts as
Transfer  Agent of the  Trust  pursuant  to a  Transfer  Agency  Agreement.  The
Transfer  Agency  Agreement will continue in effect only if such  continuance is
specifically  approved  at  least  annually  by the  Board  or by a vote  of the
shareholders  of the Trust and in either case by a majority of the  Trustees who
are not parties to the Transfer  Agency  Agreement or interested  persons of any
such party, at a meeting called for the purpose of voting on the Transfer Agency
Agreement.

The  responsibilities  of the Transfer  Agent  include:  (1) answering  customer
inquiries  regarding  account status and history,  the manner in which purchases
and  redemptions  of shares of a  Portfolio  may be effected  and certain  other
matters pertaining to the Portfolios;  (2) assisting  shareholders in initiating
and  changing  account  designations  and  addresses;  (3)  providing  necessary
personnel  and  facilities to establish  and maintain  shareholder  accounts and
records,  (4) assisting in processing  purchase and redemption  transactions and
receiving wired funds;  (5)  transmitting and receiving funds in connection with
customer  orders  to  purchase  or  redeem  shares;  (6)  verifying  shareholder
signatures  in  connection  with  changes  in the  registration  of  shareholder
accounts;  (7) furnishing periodic statements and confirmations of purchases and
redemptions; (8) transmitting proxy statements, annual reports, prospectuses and
other  communications  from  the  Trust  to  its  shareholders;  (9)  receiving,
tabulating and transmitting to the Trust proxies  executed by shareholders  with
respect to meetings of shareholders of the Trust;  and (10) providing such other
related services as the Trust or a shareholder may request.

For its  services,  the Transfer  Agent  receives a fee computed  daily and paid
monthly  from the Trust,  with respect to each  Portfolio,  at an annual rate of
0.25% of the Portfolio's  average daily net assets attributable to each class of
the Portfolio.

CUSTODIAN

Pursuant to a Custodian  Agreement,  Norwest Bank,  Sixth Street and  Marquette,
Minneapolis,  Minnesota  55479  serves as each  Portfolio's  custodian  (in this
capacity the "Custodian"). The Custodian's responsibilities include safeguarding
and  controlling  the  Trust's  cash  and  securities,  determining  income  and
collecting  interest on  Portfolio  investments.  The fee is  computed  and paid
monthly, based on the average daily net assets of the Portfolios,  the number of
portfolio  transactions  of the  Portfolios and the number of securities in each
Portfolio's portfolio.

Pursuant to rules  adopted  under the 1940 Act, a  Portfolio  may  maintain  its
foreign securities and cash in the custody of certain eligible foreign banks and
securities  depositories.  Selection of these foreign custodial  institutions is
made by the Board upon consideration of a number of factors,  including (but not
limited to) the  reliability  and financial  stability of the  institution;  the
ability  of the  institution  to  perform  capably  custodial  services  for the
Portfolio;  the  reputation  of the  institution  in its  national  market;  the
political  and  economic  stability of the country in which the  institution  is
located;  and possible risks of potential  nationalization  or  expropriation of
Portfolio  assets.  The Custodian  employs  qualified  foreign  subcustodians to
provide  custody of the Portfolios  foreign assets in accordance with applicable
regulations.




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<PAGE>





PORTFOLIO ACCOUNTING

FAcS, an affiliate of Forum,  performs  portfolio  accounting  services for each
Portfolio  pursuant  to a Portfolio  Accounting  Agreement  with the Trust.  The
Portfolio  Accounting Agreement will continue in effect only if such continuance
is  specifically  approved  at least  annually  by the Board or by a vote of the
shareholders  of the Trust and in either case by a majority of the  Trustees who
are not parties to the Portfolio  Accounting  Agreement or interested persons of
any such party,  at a meeting  called for the purpose of voting on the Portfolio
Accounting Agreement.

Under the Portfolio Accounting Agreement,  FAcS prepares and maintains books and
records  of each  Portfolio  on  behalf  of the Trust  that are  required  to be
maintained under the 1940 Act,  calculates the net asset value per share of each
Portfolio (and class thereof) and dividends and capital gain  distributions  and
prepares  periodic reports to shareholders  and the SEC. For its services,  FAcS
receives from the Trust with respect to each Portfolio a fee of $1,000 per month
plus for each  additional  class of the Portfolio above one $1,000 per month. In
addition,  FAcS is paid  additional  surcharges for each of the  following:  (1)
Portfolios  with asset levels  exceeding  $100 million - $500/month,  Portfolios
with asset levels  exceeding $250 million - $1000/month,  Portfolios  with asset
levels  exceeding  $500  million -  $1,500/month,  Portfolios  with asset levels
exceeding $1,000 million - $2,000/month (2) Portfolios  requiring  international
custody - $1,000/month, (3) Portfolios with more than 30 international positions
- - $1,000/month (4) Portfolios with more than 25% of net assets invested in asset
backed  securities  -  $1,000/month,  (5)  Portfolios  with more than 50% of net
assets invested in asset backed  securities - $2,000/month,  (6) Portfolios with
more than 100  security  positions -  $1,000/month;  and (7)  Portfolios  with a
monthly portfolio turnover rate of 10% or greater - $1,000/month.

Surcharges are  determined  based upon the total assets,  security  positions or
other  factors as of the end of the prior  month and on the  portfolio  turnover
rate for the prior month.  The rates set forth above shall remain fixed  through
December 31, 1999.  On January 1, 2000,  and on each  successive  January 1, the
rates may be  adjusted  automatically  by Forum  without  action of the Trust to
reflect changes in the Consumer Price Index for the preceding  calendar year, as
published by the U.S.  Department of Labor,  Bureau of Labor  Statistics.  Forum
shall notify the Trust each year of the new rates, if applicable.

FAcS is required to use its best  judgment  and efforts in  rendering  Portfolio
accounting services and is not be liable to the Trust for any action or inaction
in the absence of bad faith, willful misconduct or gross negligence. FAcS is not
responsible  or liable for any failure or delay in  performance of its Portfolio
accounting  obligations  arising out of or caused,  directly or  indirectly,  by
circumstances  beyond  its  reasonable  control  and the  Trust  has  agreed  to
indemnify and hold harmless FAcS, its employees,  agents, officers and directors
against  and  from  any and all  claims,  demands,  actions,  suits,  judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every  nature  and  character  arising  out of or in any way  related  to FAcS's
actions  taken or  failures  to act with  respect to a  Portfolio  or based,  if
applicable,  upon  information,  instructions  or  requests  with  respect  to a
Portfolio given or made to FAcS by an officer of the Trust duly authorized. This
indemnification  does not apply to FAcS's  actions  taken or  failures to act in
cases of FAcS's own bad faith, willful misconduct or gross negligence.

EXPENSES

Subject to the  obligations  of Norwest  to  reimburse  the Trust for its excess
expenses  as  described  above,  the Trust has,  under its  Investment  Advisory
Agreements,  confirmed its obligation to pay all its other expenses,  including:
(1)  interest  charges,  taxes,  brokerage  fees and  commissions;  (2)  certain
insurance  premiums;  (3) fees,  interest  charges  and  expenses of the Trust's
custodian,  transfer agent and dividend disbursing agent; (4) telecommunications
expenses; (5) auditing,  legal and compliance expenses; (6) costs of the Trust's
formation and maintaining its existence; (7) costs of preparing and printing the
Trust's prospectuses,  statements of additional information, account application
forms and  shareholder  reports and delivering  them to existing and prospective
shareholders; (8) costs of maintaining books of original entry for portfolio and
Portfolio  accounting  and other  required books and accounts and of calculating
the net  asset  value  of  shares  of the  Trust;  (9)  costs  of  reproduction,
stationery and supplies; (9) compensation of the Trust's trustees,  officers and
employees and costs of other personnel performing services for the Trust who are
not officers of Norwest,  Forum or affiliated  persons of Norwest or Forum; (10)


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<PAGE>


costs of corporate  meetings;  (11)  registration  fees and related expenses for
registration  with the SEC and the  securities  regulatory  authorities of other
countries  in which the  Trust's  shares  are sold;  (12) state  securities  law
registration  fees and related expenses;  (13) fees and  out-of-pocket  expenses
payable to Forum Financial Services, Inc. under any distribution,  management or
similar  agreement;  (14) and all  other  fees and  expenses  paid by the  Trust
pursuant to any  distribution  or shareholder  service plan adopted  pursuant to
Rule 12b-1 under the Act.

5.       PORTFOLIO TRANSACTIONS

Purchases  and sales of  portfolio  securities  for the  Portfolios  usually are
principal  transactions.  Debt  instruments  and shares of  open-end  investment
companies are normally purchased directly from the issuer or from an underwriter
or market maker for the securities.  There usually are no brokerage  commissions
paid for such  purchases.  The Portfolios  generally  will effect  purchases and
sales of equity securities  through brokers who charge commissions except in the
over-the-counter   markets.   Purchases  of  debt  and  equity  securities  from
underwriters  of  the  securities   include  a  disclosed  fixed  commission  or
concession  paid by the issuer to the  underwriter,  and purchases  from dealers
serving as market makers include the spread between the bid and asked price.  In
the case of debt  securities  and equity  securities  traded in the  foreign and
domestic over-the-counter markets, there is generally no stated commission,  but
the price usually includes an undisclosed  commission or markup.  The Portfolios
will not invest in an Underlying  Fund if the  investment  would be subject to a
sales  charge.  Allocations  of  transactions  to brokers  and  dealers  and the
frequency of transactions are determined by the Adviser in its best judgment and
in a manner deemed to be in the best interest of  shareholders of each Portfolio
rather than by any formula.  The primary  consideration  is prompt  execution of
orders in an effective  manner and at the most favorable  price available to the
Portfolio. In transactions on stock exchanges in the United States,  commissions
are  negotiated,  whereas on foreign stock  exchanges  commissions are generally
fixed.  Where  transactions are executed in the  over-the-counter  market,  each
Portfolio will seek to deal with the primary  market makers;  but when necessary
in order to obtain best execution, they will utilize the services of others.
In all cases the Portfolios will attempt to negotiate best execution.

Subject to the general policies regarding  allocation of portfolio  brokerage as
set forth above,  the Board has authorized the Investment  Adviser to employ its
affiliates to effect securities transactions of the Portfolios, provided certain
other conditions are satisfied. Payment of brokerage commissions to an affiliate
of an Investment  Adviser for effecting such  transactions is subject to Section
17(e) of the 1940 Act, which requires,  among other things, that commissions for
transactions on securities exchanges paid by a registered  investment company to
a  broker  which is an  affiliated  person  of such  investment  company,  or an
affiliated  person of  another  person so  affiliated,  not exceed the usual and
customary  brokers'  commissions  for such  transactions.  It is the Portfolio's
policy that commissions paid to Norwest Investment  Services,  Inc. ("NISI") and
other  affiliates  of an  Investment  Adviser  will,  in  the  judgment  of  the
Investment  Adviser  responsible  for making  portfolio  decisions and selecting
brokers, be: (1) at least as favorable as commissions  contemporaneously charged
by the affiliate on comparable  transactions  for its most favored  unaffiliated
customers  and (2) at least as  favorable  as those  which  would be  charged on
comparable  transactions by other qualified brokers having comparable  execution
capability.  The Board, including a majority of the disinterested  Trustees, has
adopted  procedures to ensure that commissions paid to affiliates of the Adviser
by the Portfolios satisfy the foregoing standards.

No Portfolio has an  understanding or arrangement to direct any specific portion
of its brokerage to an affiliate of the Investment Adviser,  and will not direct
brokerage to the affiliate of an Investment  Adviser in  recognition of research
services.  The  practice  of placing  orders with NISI is  consistent  with each
Portfolio's  objective of obtaining  best  execution and is not dependent on the
fact that NISI is an affiliate of Norwest.

From time to time,  a Portfolio  may purchase  securities  of a broker or dealer
through which it regularly engages in securities transactions.

The  Portfolios  may not always pay the lowest  commission or spread  available.
Rather,  in  determining  the amount of  commissions,  including  certain dealer
spreads, paid in connection with securities transactions, the Investment Adviser
takes into account  factors such as size of the order,  difficulty of execution,
efficiency  of  the  executing  broker's  facilities   (including  the  services
described  below) and any risk assumed by the executing  broker.  The Investment


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<PAGE>


Advisers  may  also  take  into  account  payments  made  by  brokers  effecting
transactions  for a Portfolio:  (1) to the  Portfolio or (2) to other persons on
behalf of the  Portfolio  for services  provided to the  Portfolio  for which it
would be obligated to pay.

In addition, the Investment Advisers may give consideration to research services
furnished by brokers to the Advisers for their use and may cause the  Portfolios
to pay these brokers a higher amount of commission  than may be charged by other
brokers.  Such  research  and  analysis  is of the types  described  in  Section
28(e)(3) of the Securities Exchange Act of 1934, as amended,  and is designed to
augment the Investment  Adviser's own internal research and investment  strategy
capabilities.  Such research and analysis may be used by the Investment  Adviser
in connection  with services to clients other than the  Portfolios,  and not all
such  services  may be used by the  Investment  Adviser in  connection  with the
Portfolios.  An  Investment  Adviser's  fees are not  reduced  by  reason of the
Investment Adviser's receipt of the research services.

Consistent  with the  Rules of Fair  Practice  of the  National  Association  of
Securities  Dealers,  Inc.  and  subject  to the  obligation  to seek  the  most
favorable price and execution available and such other policies as the Board may
determine,  the Investment Adviser may consider sales of shares of the Portfolio
as a factor in the selection of broker-dealers to execute portfolio transactions
for the Portfolio.

Investment  decisions for the Portfolios will be made  independently  from those
for any other account or investment  company that is or may in the future become
managed by the Investment  Adviser or its affiliates.  Investment  decisions are
the product of many factors,  including  basic  suitability  for the  particular
client involved.  Thus, a particular  security may be bought or sold for certain
clients  even though it could have been bought or sold for other  clients at the
same time. Likewise, a particular security may be bought for one or more clients
when one or more clients are selling the security. In some instances, one client
may sell a particular security to another client. It also sometimes happens that
two or more clients simultaneously  purchase or sell the same security, in which
event each day's  transactions  in such  security  are,  insofar as is possible,
averaged as to price and allocated  between such clients in a manner  which,  in
the Investment  Adviser's  opinion,  is equitable to each and in accordance with
the amount being  purchased  or sold by each.  There may be  circumstances  when
purchases or sales of a portfolio  security for one client could have an adverse
effect on another client that has a position in that security. In addition, when
purchases  or  sales of the same  security  for a  Portfolio  and  other  client
accounts managed by the Investment Adviser occur contemporaneously, the purchase
or sale  orders  may be  aggregated  in order to  obtain  any  price  advantages
available to large denomination purchases or sales.

PORTFOLIO  TURNOVER.  A high rate of portfolio  turnover involves  corresponding
greater  expenses than a lower rate, which expenses must be borne by a Portfolio
and its shareholders. High portfolio turnover also may result in the realization
of substantial  net short-term  capital gains.  In order to continue for Federal
tax purposes,  less than 30% of the annual gross income of the Portfolio must be
desired from the sale of  securities  held by the  Portfolio for less than three
months.  (See  "Taxation.")   Portfolio  turnover  rates  are  set  forth  under
"Financial Highlight's" in the Portfolios Prospectus.

6.       ADDITIONAL PURCHASE, REDEMPTION AND EXCHANGE INFORMATION

GENERAL

Shares of all Portfolios are sold on a continuous basis by the distributor.

EXCHANGES

By making an exchange by telephone, the investor authorizes the Trust's transfer
agent to act on telephonic  instructions  believed by the Trust's transfer agent
to be genuine instructions from any person representing himself or herself to be
the investor. The records of the Trust's transfer agent of such instructions are
binding.  The exchange procedures may be modified or terminated at any time upon
appropriate notice to shareholders.  For Federal income tax purposes,  exchanges
are treated as sales on which a purchaser  will  realize a capital  gain or loss


                                       43
<PAGE>


depending  on whether the value of the shares  redeemed is more or less than the
shareholder's basis in such shares at the time of such transaction.

Shareholders  of Shares  making an  exchange  will be subject to the  applicable
sales charge of any Shares  acquired in the exchange;  provided,  that the sales
charge  charged with  respect to the acquired  shares will be assessed at a rate
that is equal to the excess (if any) of the rate of the sales  charge that would
be applicable to the acquired shares in the absence of an exchange over the rate
of the sales charge previously paid on the exchanged shares. For purposes of the
preceding  sentence,  Shares acquired  through the  reinvestment of dividends or
distributions are deemed to have been acquired with a sales charge rate equal to
that paid on the shares on which the dividend or distribution was paid.

In addition, shares acquired by a previous exchange transaction involving shares
on which a sales  charge has  directly or  indirectly  been paid  (e.g.,  shares
purchased  with a  sales  charge  or  issued  in  connection  with  an  exchange
transaction  involving  shares that had been purchased with a sales charge),  as
well  as  additional  shares  acquired  through  reinvestment  of  dividends  or
distributions  on such  shares  will be  treated  as if they had  been  acquired
subject to that sales charge.

REDEMPTIONS

In addition to the situations  described in the  Prospectus  with respect to the
redemptions of shares, the Trust may redeem shares  involuntarily to reimburse a
Portfolio for any loss  sustained by reason of the failure of a  shareholder  to
make full  payment for shares  purchased  by the  shareholder  or to collect any
charge relating to transactions  effected for the benefit of a shareholder which
is applicable to a Portfolio's shares as provided in the Prospectus from time to
time.

Proceeds of redemptions normally are paid in cash. However, payments may be made
wholly or partially in portfolio securities if the Board determines that payment
in cash  would  be  detrimental  to the best  interests  of the  Portfolio.  The
Portfolios  have chosen not to make an election  with the SEC to pay in cash all
redemptions  requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of its net assets at the beginning
of such period.  Redemption requests in excess of applicable limits may be paid,
in whole or in part, in  investment  securities or in cash, as the Trust's Board
of Trustees  may deem  advisable;  however,  payment will be made wholly in cash
unless the Board of Trustees  believes that economic or market  conditions exist
that  would  make  such a  practice  detrimental  to the best  interests  of the
Portfolio.  If  redemption  proceeds  are paid in  investment  securities,  such
securities  will  be  valued  as  set  forth  in  the  Prospectus  under  "Other
Information  -  Determination  of Net Asset  Value" and a redeeming  shareholder
would  normally  incur  brokerage  expenses  if he or she  were to  convert  the
securities to cash.

7.       TAXATION

Each  Portfolio  intends for each taxable year to qualify for tax treatment as a
"regulated  investment  company" under the Code. Such qualification does not, of
course,  involve governmental  supervision of management or investment practices
or  policies.  Investors  should  consult  their  own  counsel  for  a  complete
understanding of the  requirements  each Portfolio must meet to qualify for such
treatment,  and of the  application  of state  and  local tax laws to his or her
particular situation.

Certain  listed  options,  regulated  futures  contracts  and  forward  currency
contracts  are  considered  "section  1256  contracts"  for  Federal  income tax
purposes.  Section 1256 contracts held by a Portfolio at the end of each taxable
year will be "marked to market" and treated for Federal  income tax  purposes as
though sold for fair market value on the last business day of such taxable year.
Gain or loss realized by a Portfolio on section 1256 contracts generally will be
considered 60% long-term and 40% short-term capital gain or loss. Each Portfolio
can  elect to  exempt  its  section  1256  contracts  which are part of a "mixed
straddle" (as described below) from the application of section 1256.


                                       44
<PAGE>


With respect to over-the-counter put and call options,  gain or loss realized by
a Portfolio  upon the lapse or sale of such options held by such  Portfolio will
be either  long-term  or  short-term  capital  gain or loss  depending  upon the
Portfolio's  holding period with respect to such option.  However,  gain or loss
realized  upon the lapse or closing  out of such  options  that are written by a
Portfolio will be treated as short-term  capital gain or loss. In general,  if a
Portfolio  exercises  an option,  or an option that a  Portfolio  has written is
exercised,  gain or loss on the option will not be separately recognized but the
premium  received or paid will be included  in the  calculation  of gain or loss
upon disposition of the property underlying the option.

Any  option,  futures  contract,  or other  position  entered  into or held by a
Portfolio in  conjunction  with any other  position  held by such  Portfolio may
constitute a "straddle" for Federal income tax purposes.  A straddle of which at
least one, but not all, the positions are section 1256  contracts may constitute
a "mixed straddle". In general,  straddles are subject to certain rules that may
affect the character  and timing of a Portfolio's  gains and losses with respect
to straddle positions by requiring,  among other things, that: (1) loss realized
on  disposition  of one position of a straddle not be  recognized  to the extent
that a Portfolio has unrealized gains with respect to the other position in such
straddle;  (2) a Portfolio's  holding period in straddle  positions be suspended
while  the  straddle  exists  (possibly  resulting  in  gain  being  treated  as
short-term  capital  gain  rather  than  long-term  capital  gain);  (3)  losses
recognized with respect to certain straddle  positions which are part of a mixed
straddle and which are  non-section  1256  positions be treated as 60% long-term
and 40% short-term  capital loss; (4) losses  recognized with respect to certain
straddle positions which would otherwise constitute short-term capital losses be
treated as  long-term  capital  losses;  and (5) the  deduction  of interest and
carrying  charges  attributable to certain  straddle  positions may be deferred.
Various elections are available to a Portfolio which may mitigate the effects of
the straddle rules,  particularly  with respect to mixed straddles.  In general,
the  straddle  rules  described  above do not apply to any  straddles  held by a
Portfolio  all of the  offsetting  positions  of which  consist of section  1256
contracts.

For federal income tax purposes, gains or losses attributable to fluctuations in
exchange  rates which occur  between  the time a Portfolio  accrues  interest or
other  receivables  or accrues  expenses or other  liabilities  denominated in a
foreign currency and the time the Portfolio  actually  collects such receivables
or pays such  liabilities  are treated as  ordinary  income and  ordinary  loss.
Similarly, gains or losses from the disposition of foreign currencies,  from the
disposition of debt securities  denominated in a foreign  currency,  or from the
disposition of a forward  contract  denominated in a foreign  currency which are
attributable to fluctuations  in the value of the foreign  currency  between the
date of acquisition of the asset and the date of disposition also are treated as
ordinary gain or loss.

A Portfolio's  investments in zero coupon  securities will be subject to special
provisions of the Code which may cause the Portfolio to recognize income without
receiving  cash  necessary  to pay  dividends or make  distributions  in amounts
necessary to satisfy the  distribution  requirements for avoiding federal income
and  excise  taxes.  In order to satisfy  those  distribution  requirements  the
Portfolio may be forced to sell other portfolio securities.

8.   ADDITIONAL INFORMATION ABOUT THE TRUST AND THE SHAREHOLDERS
     OF THE PORTFOLIOS

COUNSEL AND AUDITORS

Legal matters in connection  with the issuance of shares of beneficial  interest
of the Trust are  passed  upon by the law firm of Seward & Kissel,  One  Battery
Park Plaza, New York, NY 10004.

_____________________  LLP,  99  High  Street,  Boston,  MA  02110,  independent
auditors, serve as the independent auditors for the Trust.

OWNERSHIP OF PORTFOLIO SHARES

Table 6 to  Appendix B lists the  persons  who owned of record 5% or more of the
outstanding shares of a class of shares of a Fund as of September 1, 1999. As of
September  1,  1999,  no persons  owned of record 5% or more of the  outstanding
shares of WealthBuilder II Growth Balanced Portfolio.




                                       45
<PAGE>





GENERAL INFORMATION

The Trust is divided into thirty-nine separate series representing shares of the
Trust  Portfolios.  The Trust  received  an order  from the SEC  permitting  the
issuance and sale of separate classes of shares  representing  interests in each
of the Trust's  existing  Portfolios;  however,  the Trust currently  issues and
operates the various Portfolios, separate classes of shares under the provisions
of 1940 Act.

The Trust's  shareholders  are not personally  liable for the obligations of the
Trust under Delaware law. The Delaware  Business Trust Act (the "Delaware  Act")
provides that a shareholder  of a Delaware  business  trust shall be entitled to
the  same   limitation  of  liability   extended  to   shareholders  of  private
corporations  for  profit.  However,  no similar  statutory  or other  authority
limiting business trust shareholder  liability exists in many other states. As a
result,  to the  extent  that  the  Trust or a  shareholder  is  subject  to the
jurisdiction  of courts in those states,  the courts may not apply Delaware law,
and may thereby subject the Trust  shareholders  to liability.  To guard against
this risk, the Trust Instrument of the Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such  disclaimer be
given in each agreement,  obligation and instrument entered into by the Trust or
its  Trustees,  and provides for  indemnification  out of Trust  property of any
shareholder held personally  liable for the obligations of the Trust.  Thus, the
risk of a shareholder  incurring financial loss beyond his investment because of
shareholder  liability is limited to circumstances in which: (1) a court refuses
to apply Delaware law; (2) no contractual  limitation of liability is in effect;
and (3) the Trust itself is unable to meet its obligations. In light of Delaware
law, the nature of the Trust's business, and the nature of its assets, the Board
believes that the risk of personal liability to a Trust shareholder is extremely
remote.

In order to adopt the name  Norwest  Advantage  Funds,  the Trust agreed in each
Investment  Advisory  Agreement  with Norwest  that if Norwest  ceases to act as
investment  adviser to the Trust or any  Portfolio  whose name includes the word
"Norwest," or if Norwest requests in writing, the Trust shall take prompt action
to change the name of the Trust and any such  Portfolio  to a name that does not
include the word "Norwest." Norwest may from time to time make available without
charge to the Trust for the Trust's  use any marks or symbols  owned by Norwest,
including  marks or  symbols  containing  the word  "Norwest"  or any  variation
thereof,  as Norwest deems appropriate.  Upon Norwest's request in writing,  the
Trust  shall  cease to use any such mark or  symbol  at any time.  The Trust has
acknowledged  that any rights in or to the word  "Norwest" and any such marks or
symbols  which exist or may exist,  and under any and all  circumstances,  shall
continue to be, the sole property of Norwest.  Norwest may permit other parties,
including other investment  companies,  to use the word "Norwest" in their names
without the consent of the Trust.  The Trust shall not use the word "Norwest" in
conducting  any business  other than that of an  investment  company  registered
under the Act without the permission of Norwest.

FINANCIAL STATEMENTS

The  financial  statements  of each Fund for the year ended May 31,  1999 (which
include  statements  of  assets  and  liabilities,   statements  of  operations,
statements of changes in net assets,  notes to financial  statements,  financial
highlights,  portfolios of  investments  and the  independent  auditors'  report
thereon)  are  included  in the  Annual  Report  to  Shareholders  of the  Trust
delivered along with this SAI and are incorporated herein by reference.

REGISTRATION STATEMENT

This SAI and the Prospectus do not contain all the  information  included in the
Trust's  registration  statement  filed  with  the SEC  under  the 1933 Act with
respect to the securities  offered hereby,  certain  portions of which have been
omitted  pursuant  to the rules and  regulations  of the SEC.  The  registration
statement, including the exhibits filed therewith, may be examined at the office
of the SEC in Washington, D.C.

Statements  contained  herein and in the  Prospectus  as to the  contents of any
contract or other documents are not necessarily complete, and, in each instance,
are  qualified  by,  reference  is made to the  copy of such  contract  or other
documents filed as exhibits to the registration statement.



                                       46
<PAGE>





                                   APPENDIX A

                 INVESTMENTS, STRATEGIES AND RISK CONSIDERATIONS


Each of the  Portfolios  may invest in certain  Underlying  Funds which may have
investment objectives or investment policies which allow the Underlying Funds to
invest in one or more of the following types of investments:

COMMON STOCKS, WARRANTS AND PREFERRED STOCK

Common  stockholders  are the  owners of the  company  issuing  the  stock  and,
accordingly,  vote on various corporate governance matters such as mergers. They
are not creditors of the company,  but rather,  upon  liquidation of the company
are entitled to their pro rata share of the  company's  assets  after  creditors
(including  fixed  income  security  holders)  and,  if  applicable,   preferred
stockholders  are paid.  Preferred stock is a class of stock having a preference
over  common  stock  as to  dividends  and,  generally,  as to the  recovery  of
investment.  A preferred  stockholder  is a shareholder in the company and not a
creditor of the company as is a holder of the company's fixed income securities.
Dividends paid to common and preferred  stockholders  are  distributions  of the
earnings of the company and not  interest  payments,  which are  expenses of the
company.  Equity  securities  owned by a Portfolio may be traded on a securities
exchange or in the over-the-counter market and may not be traded every day or in
the volume typical of securities traded on a major national securities exchange.
As a result,  disposition by a Fund of a portfolio  security to meet redemptions
by shareholders or otherwise may require the Fund to sell these  securities at a
discount from market  prices,  to sell during  periods when  disposition  is not
desirable,  or to make many small  sales over an  extended  period of time.  The
market value of all securities,  including equity securities,  is based upon the
market's  perception of value and not necessarily the book value of an issuer or
other  objective  measure of a company's  worth.  A Fund may invest in warrants,
which are options to purchase an equity  security at a specified  price (usually
representing a premium over the applicable market value of the underlying equity
security at the time of the warrant's  issuance) and usually  during a specified
period of time. Unlike convertible securities and preferred stocks,  warrants do
not pay a  fixed  dividend.  Investments  in  warrants  involve  certain  risks,
including  the possible  lack of a liquid market for the resale of the warrants,
potential  price  fluctuations  as a result of  speculation or other factors and
failure of the price of the  underlying  security  to reach a level at which the
warrant can be prudently exercised (in which case the warrant may expire without
being  exercised,  resulting in the loss of the  Portfolio's  entire  investment
therein).

CONVERTIBLE SECURITIES

Convertible  securities,  which include convertible debt,  convertible preferred
stock and other securities  exchangeable under certain  circumstances for shares
of common stock, are fixed income  securities or preferred stock which generally
may be  converted  at a stated  price  within a  specific  amount of time into a
specified number of shares of common stock. A convertible  security entitles the
holder to  receive  interest  paid or accrued  on debt or the  dividend  paid on
preferred stock until the convertible security matures or is redeemed, converted
or exchanged.  Before conversion,  convertible  securities have  characteristics
similar to  nonconvertible  debt  securities in that they  ordinarily  provide a
stream of income with generally higher yields than those of common stocks of the
same or similar issuers.  These securities are usually senior to common stock in
a company's capital  structure,  but usually are subordinated to non-convertible
debt securities.  In general,  the value of a convertible security is the higher
of its  investment  value  (its  value  as a  fixed  income  security)  and  its
conversion  value (the  value of the  underlying  shares of common  stock if the
security is converted).  As a fixed income security,  the value of a convertible
security generally increases when interest rates decline and generally decreases
when interest rates rise. The value of a convertible security is, however,  also
influenced by the value of the underlying common stock.


                                       A-1
<PAGE>


A Fund may  invest  in  equity-linked  securities,  including  Preferred  Equity
Redemption Cumulative Stock ("PERCS"),  Equity-Linked  Securities ("ELKS"),  and
Liquid Yield Option Notes  ("LYONS").  Equity-Linked  Securities  are securities
that are  convertible  into or based upon the value of, equity  securities  upon
certain terms and conditions.  The amount received by an investor at maturity of
these securities is not fixed but is based on the price of the underlying common
stock,  which may rise or fall.  In addition,  it is not possible to predict how
equity-linked  securities  will trade in the  secondary  market or  whether  the
market for them will be liquid or illiquid.

ADRS AND EDRS

A Fund may invest in sponsored  and  unsponsored  American  Depository  Receipts
("ADRs"),  which  are  receipts  issued  by an  American  bank or trust  company
evidencing ownership of underlying  securities issued by a foreign issuer. ADRs,
in registered form, are designed for use in U.S. securities markets. Unsponsored
ADRs may be created without the participation of the foreign issuer.  Holders of
these ADRs  generally  bear all the costs of the ADR facility,  whereas  foreign
issuers  typically  bear  certain  costs in a sponsored  ADR.  The bank or trust
company  depository  of an  unsponsored  ADR  may  be  under  no  obligation  to
distribute  shareholder  communications  received from the foreign  issuer or to
pass through voting rights.  A may also invest in European  Depository  Receipts
("EDRs"),  receipts  issued by a European  financial  institution  evidencing an
arrangement   similar  to  that  of  ADRs,  and  in  other  similar  instruments
representing securities of foreign companies. EDRs, in bearer form, are designed
for use in European securities markets.

U.S. GOVERNMENT SECURITIES

The term U.S. Government Securities means obligations issued or guaranteed as to
principal   and   interest   by   the   U.S.   Government,   its   agencies   or
instrumentalities.  The U.S.  Government  Securities  in which a  Portfolio  may
invest include U.S. Treasury  Securities and obligations issued or guaranteed by
U.S. Government agencies and  instrumentalities and backed by the full faith and
credit of the U.S.  Government,  such as those  guaranteed by the Small Business
Administration  or issued by the Government  National Mortgage  Association.  In
addition,  the U.S.  Government  Securities in which the  Portfolios  may invest
include securities  supported primarily or solely by the creditworthiness of the
issuer,  such as securities of the Federal National  Mortgage  Association,  the
Federal Home Loan Mortgage Corporation and the Tennessee Valley Authority. There
is no guarantee that the U.S.  Government will support  securities not backed by
its  full  faith  and  credit.  Accordingly,   although  these  securities  have
historically involved little risk of loss of principal if held to maturity, they
may involve more risk than securities backed by the U.S. Government's full faith
and credit.

ZERO-COUPON SECURITIES

A Fund may invest in  separately  traded  principal  and interest  components of
securities  issued or  guaranteed by the U.S.  Treasury.  These  components  are
traded  independently  under  the  Treasury's  Separate  Trading  of  Registered
Interest and Principal of Securities ("STRIPS") program or as Coupons Under Book
Entry  Safekeeping  ("CUBES").  The Funds may  invest in other  types of related
zero-coupon  securities.  For instance,  a number of banks and  brokerage  firms
separate the principal and interest  portions of U.S.  Treasury  securities  and
sell  them  separately  in the form of  receipts  or  certificates  representing
undivided  interests in these instruments.  These instruments are generally held
by a bank in a  custodial  or trust  account  on  behalf  of the  owners  of the
securities and are known by various names,  including Treasury Receipts ("TRs"),
Treasury  Investment  Growth Receipts  ("TIGRs") and  Certificates of Accrual on
Treasury  Securities  ("CATS").  Zero-coupon  securities  also may be  issued by
corporations and municipalities.

Zero-coupon  securities  are sold at original issue discount and pay no interest
to holders  prior to maturity,  but a Fund holding a  zero-coupon  security must
include a portion of the  original  issue  discount  of the  security as income.
Because of this, zero-coupon securities may be subject to greater fluctuation of
market value than the other  securities in which the Portfolios may invest.  The
Funds  distribute  all of  their  net  investment  income,  and may have to sell
portfolio  securities to distribute  imputed  income,  which may occur at a time
when an  investment  adviser would not have chosen to sell such  securities  and
which may result in a taxable gain or loss.


                                       A-2
<PAGE>


CORPORATE DEBT SECURITIES AND COMMERCIAL PAPER

The corporate debt securities in which a Portfolio may invest include  corporate
bonds and notes and short-term investments such as commercial paper and variable
rate demand notes.  Commercial paper (short-term  promissory notes) is issued by
companies  to finance  their or their  affiliate's  current  obligations  and is
frequently  unsecured.  Variable  and floating  rate demand notes are  unsecured
obligations  redeemable  upon not more than 30 days' notice.  These  obligations
include  master demand notes that permit  investment of  fluctuating  amounts at
varying rates of interest  pursuant to a direct  arrangement  with the issuer of
the instrument.  The issuer of these  obligations  often has the right,  after a
given period, to prepay the outstanding principal amount of the obligations upon
a specified number of days' notice. These obligations  generally are not traded,
nor generally is there an established secondary market for these obligations. To
the extent a demand  note does not have a 7 day or shorter  demand  feature  and
there is no readily  available  market for the  obligation,  it is treated as an
illiquid security.

FINANCIAL INSTITUTION OBLIGATIONS

A Portfolio  may invest in  obligations  of  financial  institutions,  including
negotiable  certificates of deposit,  bankers'  acceptances and time deposits of
U.S. banks (including savings banks and savings associations),  foreign branches
of U.S. banks,  foreign banks and their non-U.S.  branches  (Eurodollars),  U.S.
branches  and  agencies of foreign  banks  (Yankee  dollars),  and wholly  owned
banking-related subsidiaries of foreign banks.

Certificates  of  deposit   represent  an  institution's   obligation  to  repay
Portfolios  deposited  with it that earn a specified  interest rate over a given
period.  Bank notes are a debt  obligation of a bank.  Bankers'  acceptances are
negotiable  obligations  of a bank to pay a draft  which  has  been  drawn  by a
customer and are usually backed by goods in international  trade.  Time deposits
are  non-negotiable  deposits with a banking  institution  that earn a specified
interest  rate over a given  period.  Certificates  of  deposit  and fixed  time
deposits, which are payable at the stated maturity date and bear a fixed rate of
interest,  generally  may be  withdrawn  on demand  but may be  subject to early
withdrawal  penalties  which could reduce a  Portfolio's  performance.  Deposits
subject to early  withdrawal  penalties  or that  mature in more than 7 days are
treated as illiquid  securities if there is no readily  available market for the
securities.  A Portfolio's  investments in the  obligations of foreign banks and
their branches,  agencies or subsidiaries  may be obligations of the parent,  of
the issuing branch, agency or subsidiary,  or both.  Investments in foreign bank
obligations  are limited to banks and branches  located in  countries  which the
Advisers believe do not present undue risk.

PARTICIPATION INTERESTS

A Fund may purchase participation  interests in loans or securities in which the
Fund  may  invest   directly  that  are  owned  by  banks  or  other   financial
institutions. A participation interest gives the Portfolio an undivided interest
in a loan or security in the proportion that the  Portfolio's  interest bears to
the total principal amount of the security.  Participation interests,  which may
have fixed,  floating or variable rates,  may carry a demand feature backed by a
letter of credit or guarantee of the bank or  institution  permitting the holder
to tender them back to the bank or other institution.  For certain participation
interests  the Fund will have the  right to demand  payment,  on not more than 7
days notice, for all or a part of the Portfolio's participation interest.

ILLIQUID SECURITIES AND RESTRICTED SECURITIES

A Portfolio may invest up to 15 percent of its net assets in securities  that at
the time of  purchase  are  illiquid.  Historically,  illiquid  securities  have
included  securities  subject to  contractual  or legal  restrictions  on resale
because  they  have  not  been  registered  under  the  Securities  Act of  1933
("restricted   securities"),   securities   which  are   otherwise  not  readily
marketable,  such as  over-the-counter  options,  and repurchase  agreements not
entitling  the holder to payment of principal in 7 days.  Limitations  on resale
may have an adverse effect on the  marketability  of portfolio  securities and a
Portfolio might also have to register restricted  securities in order to dispose
of them,  resulting in expense and delay. A Fund might not be able to dispose of
restricted  or other  securities  promptly  or at  reasonable  prices  and might
thereby experience difficulty satisfying redemptions.  There can be no assurance
that a liquid  market will exist for any  security at any  particular  time.  An


                                       A-3
<PAGE>


institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933,  including  repurchase  agreements,
commercial   paper,   foreign   securities   and  corporate   bonds  and  notes.
Institutional investors depend on an efficient institutional market in which the
unregistered  security can be readily resold or on the issuer's ability to honor
a demand for repayment of the unregistered security. A security's contractual or
legal  restrictions  on resale to the general public or to certain  institutions
may not be indicative of the liquidity of the security.  If such  securities are
eligible for purchase by institutional buyers in accordance with Rule 144A under
the Securities Act of 1933 or other exemptions, the Underlying Fund's investment
adviser may determine that such  securities are not illiquid  securities,  under
guidelines  or other  exemptions  adopted  by the.  These  guidelines  take into
account  trading  activity in the  securities and the  availability  of reliable
pricing information, among other factors. If there is a lack of trading interest
in a particular  Rule 144A security,  a Fund's  holdings of that security may be
illiquid.

BORROWING

Borrowing involves special risk considerations. Interest costs on borrowings may
fluctuate  with changing  market rates of interest and may  partially  offset or
exceed the return  earned on  borrowed  Portfolios  (or on the assets  that were
retained rather than sold to meet the needs for which Portfolios were borrowed).
Under adverse market conditions,  a Fund might have to sell portfolio securities
to meet interest or principal payments at a time when investment  considerations
would  not  favor  such  sales.  A  Fund's  use of  borrowed  proceeds  to  make
investments  would  subject  the  Fund  to  the  risks  of  leveraging.  Reverse
repurchase agreements, short sales not against the box, dollar roll transactions
and  other   similar   investments   that  involve  a  form  of  leverage   have
characteristics similar to borrowings but are not considered borrowings.

PURCHASING SECURITIES ON MARGIN

When the Fund purchases  securities on margin, it only pays part of the purchase
price and borrows the  remainder.  As a  borrowing,  a  Portfolio's  purchase of
securities  on margin is  subject  to the  limitations  and risks  described  in
"Borrowing"  above.  In addition,  if the value of the  securities  purchased on
margin  decreases  such  that the  Portfolio's  borrowing  with  respect  to the
security exceeds the maximum permissible borrowing amount, the Portfolio will be
required to make margin payments  (additional payments to the broker to maintain
the level of borrowing at permissible  levels).  A Fund's  obligation to satisfy
margin calls may require the Fund to sell securities at an inappropriate time.

TECHNIQUES INVOLVING LEVERAGE

Utilization  of leveraging  involves  special risks and may involve  speculative
investment  techniques.  The  Funds  may  borrow  for other  than  temporary  or
emergency purposes, lend their securities,  enter reverse repurchase agreements,
and  purchase  securities  on a  when-issued  or forward  commitment  basis.  In
addition,  certain Funds may engage in dollar roll transactions and may purchase
securities  on margin and sell  securities  short  (other than against the box).
Each  of  these  transactions  involve  the use of  "leverage"  when  cash  made
available  to the  Fund  through  the  investment  technique  is  used  to  make
additional  portfolio  investments.  In  addition,  the use of swap and  related
agreements may involve leverage.

Leverage  exists when a Fund  achieves  the right to a return on a capital  base
that  exceeds the Fund's  investment.  Leverage  creates  the risk of  magnified
capital  losses  which  occur when  losses  affect an asset  base,  enlarged  by
borrowings or the creation of  liabilities,  that exceeds the equity base of the
Portfolio.

The risks of leverage include a higher  volatility of the net asset value of the
Fund's shares and the  relatively  greater  effect on the net asset value of the
shares caused by favorable or adverse market movements or changes in the cost of
cash obtained by leveraging  and the yield  obtained from investing the cash. So
long as a Portfolio is able to realize a net return on its investment  portfolio
that is higher than interest expense  incurred,  if any, leverage will result in
higher current net investment income being realized by the Portfolio than if the
Portfolio were not leveraged. On the other hand, interest rates change from time
to time as does their  relationship to each other depending upon such factors as
supply and demand, monetary and tax policies and investor expectations.  Changes
in such factors could cause the relationship  between the cost of leveraging and


                                       A-4
<PAGE>


the yield to change so that rates  involved in the  leveraging  arrangement  may
substantially  increase  relative to the yield on the  obligations  in which the
proceeds of the leveraging  have been invested.  To the extent that the interest
expense  involved  in  leveraging  approaches  the  net  return  on  the  Fund's
investment  portfolio,  the benefit of leveraging  will be reduced,  and, if the
interest  expense on borrowings  were to exceed the net return to  shareholders,
the  Portfolio's  use of leverage would result in a lower rate of return than if
the  Portfolio  were not  leveraged.  Similarly,  the  effect of  leverage  in a
declining  market could be a greater  decrease in net asset value per share than
if the Portfolio  were not  leveraged.  In an extreme  case, if the  Portfolio's
current  investment  income were not sufficient to meet the interest  expense of
leveraging,  it could be necessary for the Portfolio to liquidate certain of its
investments  at an  inappropriate  time.  The use of leverage may be  considered
speculative.

SEGREGATED ACCOUNT. In order to limit the risks involved in various transactions
involving  leverage,  the  Trust's  custodian  will set aside and  maintain in a
segregated  account cash and securities in accordance with SEC  guidelines.  The
account's value,  which is marked to market daily, will be at least equal to the
Portfolio's  commitments under these  transactions.  The Fund's  commitments may
include:  (1) the Fund's  obligations to repurchase  securities  under a reverse
repurchase agreement, settle when-issued and forward commitment transactions and
make payments  under a cap or floor;  and (2) the greater of the market value of
securities  sold short or the value of the  securities  at the time of the short
sale (reduced by any margin deposit). The net amount of the excess, if any, of a
Portfolio's obligations over its entitlements with respect to each interest rate
swap will be  calculated  on a daily  basis and an amount at least  equal to the
accrued  excess will be maintained in the segregated  account.  If the Portfolio
enters into an interest rate swap on other than a net basis,  the Portfolio will
maintain the full amount accrued on a daily basis of the Portfolio's obligations
with respect to the swap in their  segregated  account.  The use of a segregated
account in connection  with leveraged  transactions  may result in a Portfolio's
portfolio being 100 percent leveraged.

REPURCHASE  AGREEMENTS,   SECURITIES  LENDING,  REVERSE  REPURCHASE  AGREEMENTS,
WHEN-ISSUED  SECURITIES,  FORWARD  COMMITMENTS AND DOLLAR ROLL  TRANSACTIONS.  A
Fund's use of repurchase  agreements,  securities  lending,  reverse  repurchase
agreements  and  forward  commitments  (including  "dollar  roll"  transactions)
entails certain risks not associated with direct investments in securities.  For
instance,  in the event that  bankruptcy or similar  proceedings  were commenced
against a counterparty while these transactions  remained open or a counterparty
defaulted on its obligations,  the Portfolio might suffer a loss. Failure by the
other party to deliver a security  purchased  by the Fund may result in a missed
opportunity to make an alternative investment. Counterparty insolvency risk with
respect to repurchase  agreements is reduced by favorable  insolvency  laws that
allow the Fund,  among other  things,  to liquidate the  collateral  held in the
event  of the  bankruptcy  of the  counterparty.  Those  laws  do not  apply  to
securities lending and, accordingly,  securities lending involves more risk than
does  the  use  of  repurchase  agreements.  As a  result  of  entering  forward
commitments  and  reverse  repurchase   agreements,   as  well  as  lending  its
securities, a Fund may be exposed to greater potential fluctuations in the value
of its assets and net asset value per share.

REPURCHASE AGREEMENTS. A Fund may enter into repurchase agreements, transactions
in which a Fund purchases a security and  simultaneously  commits to resell that
security to the seller at an agreed-upon  price on an  agreed-upon  future date,
normally 1 to 7 days later. The resale price of a repurchase  agreement reflects
a market rate of interest  that is not related to the coupon rate or maturity of
the purchased security.

SECURITIES  LENDING.  A Portfolio  may lend  securities  from its  portfolios to
brokers,  dealers and other  financial  institutions.  Securities  loans must be
continuously secured by cash or U.S. Government  Securities with a market value,
determined daily, at least equal to the value of the Fund's  securities  loaned,
including  accrued  interest.  A Fund receives interest in respect of securities
loans from the borrower or from investing cash  collateral.  A Fund may pay fees
to arrange the loans.

REVERSE  REPURCHASE  AGREEMENTS.  A  Fund  may  enter  into  reverse  repurchase
agreements,  transactions in which the Fund sells a security and  simultaneously
commits to repurchase that security from the buyer at an agreed upon price on an
agreed upon future  date.  The resale  price in a reverse  repurchase  agreement
reflects a market  rate of  interest  that is not  related to the coupon rate or
maturity of the sold security. For certain demand agreements, there is no agreed
upon repurchase  date and interest  payments are calculated  daily,  often based


                                       A-5
<PAGE>


upon the prevailing  overnight repurchase rate. Because certain of the incidents
of ownership of the security are retained by the Portfolio,  reverse  repurchase
agreements  may be viewed  as a form of  borrowing  by the Fund from the  buyer,
collateralized  by the security sold by the Portfolio.  A Portfolio will use the
proceeds  of  reverse  repurchase  agreements  to  Fund  redemptions  or to make
investments.  In most cases  these  investments  either  mature or have a demand
feature to resell to the issuer on a date not later than the  expiration  of the
agreement.  Interest  costs  on  the  money  received  in a  reverse  repurchase
agreement  may  exceed  the  return  received  on the  investments  made  by the
Portfolio with those monies.  Any  significant  commitment of a Fund's assets to
the reverse  repurchase  agreements  will tend to increase the volatility of the
Fund's net asset value per share.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. A Fund may purchase fixed income
securities  on  a  "when-issued"  or  "forward  commitment"  basis.  When  these
transactions are negotiated,  the price,  which is generally  expressed in yield
terms, is fixed at the time the commitment is made, but delivery and payment for
the securities take place at a later date. Normally,  the settlement date occurs
within 3 months after the  transaction.  During the period  between a commitment
and settlement,  no payment is made for the securities purchased and no interest
on the  security  accrues  to the  purchaser.  At the time a  Portfolio  makes a
commitment to purchase  securities in this manner, the Fund immediately  assumes
the risk of ownership,  including price fluctuation.  Failure by the other party
to deliver a security  purchased by a Portfolio may result in a loss or a missed
opportunity  to  make  an  alternative   investment.   The  use  of  when-issued
transactions and forward commitments enables a Fund to hedge against anticipated
changes in interest rates and prices.  If the Underlying  Funds were to forecast
incorrectly the direction of interest rate movements,  however,  a Fund might be
required to complete these  transactions when the value of the security is lower
than the price paid by the Fund.

When-issued  securities  and  forward  commitments  may  be  sold  prior  to the
settlement date.  When-issued securities may include bonds purchased on a "when,
and if issued" basis under which the issuance of the securities depends upon the
occurrence of a subsequent event.  Commitment of a Fund's assets to the purchase
of securities on a when-issued or forward commitment basis will tend to increase
the volatility of the Portfolios net asset value per share.

DOLLAR  ROLL  TRANSACTIONS.  A Fund may enter into  "dollar  roll"  transactions
wherein  the Fund  sells  fixed  income  securities,  typically  mortgage-backed
securities,  and makes a  commitment  to purchase  similar,  but not  identical,
securities  at a later  date from the same  party.  Like a  forward  commitment,
during the roll period no payment is made for the  securities  purchased  and no
interest or principal payments on the security accrue to the purchaser,  but the
Fund assumes the risk of  ownership.  A Fund is  compensated  for entering  into
dollar roll  transactions by the difference  between the current sales price and
the forward price for the future purchase,  as well as by the interest earned on
the cash proceeds of the initial sale. Like other when-issued securities or firm
commitment agreements, dollar roll transactions involve the risk that the market
value of the  securities  sold by the  Portfolio  may decline below the price at
which a Portfolio is committed to purchase similar securities.  In the event the
buyer of securities under a dollar roll transaction becomes insolvent, the Funds
use of the proceeds of the transaction may be restricted pending a determination
by the other  party,  or its trustee or  receiver,  whether to enforce the Funds
obligation to repurchase the securities.

SWAP AGREEMENTS

To manage its exposure to different types of investments,  a Fund may enter into
interest  rate,  currency and mortgage (or other asset) swap  agreements and may
purchase and sell  interest  rate "caps,"  "floors" and  "collars." In a typical
interest rate swap agreement, one party agrees to make regular payments equal to
a floating interest rate on a specified amount (the "notional principal amount")
in return for payments  equal to a fixed  interest rate on the same amount for a
specified  period.  If a  swap  agreement  provides  for  payment  in  different
currencies,  the  parties  may also agree to  exchange  the  notional  principal
amount.  Mortgage swap agreements are similar to interest rate swap  agreements,
except  that  the  notional  principal  amount  is tied to a  reference  pool of
mortgages.  In a cap or floor, one party agrees, usually in return for a fee, to
make payments under particular  circumstances.  For example, the purchaser of an
interest  rate cap has the right to receive  payments  to the extent a specified
interest  rate exceeds an agreed upon level;  the  purchaser of an interest rate
floor has the right to receive payments to the extent a specified  interest rate


                                       A-6
<PAGE>


falls below an agreed upon level.  A collar  entitles  the  purchaser to receive
payments to the extent a specified  interest  rate falls  outside an agreed upon
range.

Swap agreements may involve  leverage and may be highly  volatile;  depending on
how  they are  used,  they may have a  considerable  impact  on the  Portfolio's
performance.  Swap agreements  involve risks depending upon the  counterparties'
creditworthiness  and  ability  to  perform  as well as the  Fund's  ability  to
terminate  its  swap  agreements  or  reduce  its  exposure  through  offsetting
transactions.

MUNICIPAL SECURITIES

The municipal  securities in which the Portfolios  may invest include  municipal
bonds,  notes and leases.  Municipal  securities may be zero-coupon  securities.
Yields on municipal securities are dependent on a variety of factors,  including
the general  conditions of the municipal  security  markets and the fixed income
markets in  general,  the size of a  particular  offering,  the  maturity of the
obligation and the rating of the issue.  The achievement of a Fund's  investment
objective  is  dependent  in part on the  continuing  ability of the  issuers of
municipal securities in which the Fund invests to meet their obligations for the
payment of principal and interest when due.

Municipal  bonds can be classified as either  "general  obligation" or "revenue"
bonds.  General  obligation bonds are secured by a municipality's  pledge of its
full faith,  credit and taxing power for the payment of principal  and interest.
Revenue  bonds  are  usually  payable  only  from the  revenues  derived  from a
particular  facility or class of facilities or, in some cases, from the proceeds
of a special  excise or other tax, but not from general tax revenues.  Municipal
bonds include industrial  development bonds.  Municipal bonds may also be "moral
obligation"   bonds,  which  are  normally  issued  by  special  purpose  public
authorities.  If the  issuer is unable to meet its  obligations  under the bonds
from current revenues, it may draw on a reserve Fund that is backed by the moral
commitment  (but not the legal  obligation)  of the state or  municipality  that
created the issuer.

The Fund may invest in tax-exempt  industrial  development  bonds, which in most
cases are revenue  bonds and  generally  do not have the pledge of the credit of
the  municipality.  The payment of the  principal and interest on these bonds is
dependent  solely  on the  ability  of an  initial  or  subsequent  user  of the
facilities  financed  by the  bonds to meet its  financial  obligations  and the
pledge,  if any, of real and personal  property so financed as security for such
payment.  The Portfolio will acquire  private  activity  securities  only if the
interest payments on the security are exempt from federal income taxation (other
than the Alternative Minimum Tax (AMT)).

MUNICIPAL NOTES.  Municipal notes,  which may be either "general  obligation" or
"revenue"  securities,  are  intended to fulfill  short-term  capital  needs and
generally  have original  maturities  not  exceeding one year.  They include tax
anticipation  notes,  revenue  anticipation notes (which generally are issued in
anticipation  of  various   seasonal   revenues),   bond   anticipation   notes,
construction loan notes and tax-exempt  commercial paper.  Tax-exempt commercial
paper  generally is issued with maturities of 270 days or less at fixed rates of
interest.

MUNICIPAL  LEASES.  Municipal  Leases,  which may take the form of a lease or an
installment purchase or conditional sale contract, are issued by state and local
governments  and  authorities  to  acquire  a  wide  variety  of  equipment  and
facilities such as fire and sanitation  vehicles,  telecommunications  equipment
and other capital  assets.  Municipal  leases  frequently have special risks not
normally  associated  with  general  obligation  or  revenue  bonds.  Lease  and
installment  purchase or conditional  sale contracts (which normally provide for
title to the leased  assets to pass  eventually to the  government  issuer) have
evolved as a means for  governmental  issuers to acquire  property and equipment
without meeting the constitutional  and statutory  requirements for the issuance
of debt. The debt-issuance  limitations of many state constitutions and statutes
are  deemed  to be  inapplicable  because  of the  inclusion  in many  leases or
contracts of  "non-appropriation"  clauses  that  provide that the  governmental
issuer has no  obligation  to make future  payments  under the lease or contract
unless money is  appropriated  for such purpose by the  appropriate  legislative
body on a yearly or other  periodic  basis.  Generally,  the Fund will invest in
municipal lease obligations through certificates of participation.


                                       A-7
<PAGE>


PARTICIPATION  INTERESTS. The Portfolios may purchase participation interests in
municipal  securities that are owned by banks or other  financial  institutions.
Participation  interests  usually carry a demand  feature  backed by a letter of
credit or guarantee of the bank or  institution  permitting the holder to tender
them  back  to  the  bank  or  other   institution.   Prior  to  purchasing  any
participation  interest,  the Funds will obtain appropriate  assurances that the
interest   earned  by  the  Funds  from  the   obligations  in  which  it  holds
participation  interests  is  exempt  from  federal  and,  in the  case of state
tax-free Funds, applicable state income tax.

STAND-BY COMMITMENTS.  The Funds may purchase municipal securities together with
the right to resell them to the seller or a third party at an agreed-upon  price
or yield within specified periods prior to their maturity dates. Such a right to
resell is commonly known as a stand-by commitment, and the aggregate price which
a Portfolio  pays for securities  with a stand-by  commitment may be higher than
the price which otherwise would be paid. The primary purpose of this practice is
to permit a  Portfolio  to be as fully  invested  as  practicable  in  municipal
securities  while  preserving  the necessary  flexibility  and liquidity to meet
unanticipated  redemptions.  In  this  regard,  a  Portfolio  acquires  stand-by
commitments solely to facilitate  portfolio  liquidity and does not exercise its
rights thereunder for trading  purposes.  Stand-by  commitments  involve certain
expenses and risks,  including the inability of the issuer of the  commitment to
pay  for  the   securities   at  the   time   the   commitment   is   exercised,
non-marketability of the commitment, and differences between the maturity of the
underlying security and the maturity of the commitment.

PUTS ON  MUNICIPAL  SECURITIES.  The  Funds  may  acquire  "puts"  on  municipal
securities  they  purchase.  A put  gives  the  Portfolio  the right to sell the
municipal  security  at a  specified  price at any time on or before a specified
date. The Fund will acquire puts only to enhance liquidity, shorten the maturity
of the related municipal security or permit the Fund to invest its Funds at more
favorable rates. The Portfolios may pay an extra amount to acquire a put, either
in connection with the purchase of the related municipal  security or separately
from the purchase of the security.  Puts involve the same risks  discussed above
with respect to stand-by commitments.

SHORT SALES

Certain Funds may make short sales of  securities  they own or have the right to
acquire at no added cost through conversion or exchange of other securities they
own  (referred  to as short sales  "against the box") and to make short sales of
securities  which they does not own or have the right to  acquire.  A short sale
that is not made  "against  the box" is a  transaction  in which a Fund  sells a
security it does not own in  anticipation  of a decline in the market  price for
the  security.  When the Fund makes a short sale,  the  proceeds it receives are
retained by the broker until the Fund replaces the borrowed  security.  In order
to deliver the  security to the buyer,  the  Portfolio  must  arrange  through a
broker to borrow the security  and, in so doing,  the Fund becomes  obligated to
replace the security  borrowed at its market  price at the time of  replacement,
whatever  that price may be.  Short  sales that are not made  "against  the box"
create  opportunities  to  increase  the Fund's  return  but,  at the same time,
involve  special  risk  considerations  and  may  be  considered  a  speculative
technique.  Since the Fund in effect  profits from a decline in the price of the
securities  sold short without the need to invest the full purchase price of the
securities on the date of the short sale,  the Fund's net asset value per share,
will tend to increase  more when the  securities  it has sold short  decrease in
value,  and to decrease more when the  securities it has sold short  increase in
value,  than  would  otherwise  be the case if it had not  engaged in such short
sales. Short sales theoretically involve unlimited loss potential, as the market
price of securities sold short may  continuously  increase,  although a Fund may
mitigate  such losses by replacing the  securities  sold short before the market
price has increased significantly.  Under adverse market conditions a Fund might
have  difficulty   purchasing   securities  to  meet  its  short  sale  delivery
obligations  and might have to sell  portfolio  securities  to raise the capital
necessary  to  meet  its  short  sale  obligations  at a time  when  fundamental
investment considerations would not favor those sales.

If the Fund makes a short sale "against the box," the Fund would not immediately
deliver the  securities  sold and would not receive the proceeds  from the sale.
The  seller is said to have a short  position  in the  securities  sold until it
delivers  the  securities  sold,  at which time it receives  the proceeds of the
sale. The  Portfolio's  decision to make a short sale "against the box" may be a
technique to hedge against market risks when  Investment  Adviser  believes that
the  price of a  security  may  decline,  causing  a  decline  in the value of a
security owned by the Portfolio or a security  convertible  into or exchangeable
for such  security.  In such case, any future losses in the Fund's long position


                                       A-8
<PAGE>


would be  reduced  by an  offsetting  future  gain in the  short  position.  The
Portfolio's ability to enter into short sales transactions is limited by certain
tax requirements.

MORTGAGE-BACKED SECURITIES

Mortgage-backed  securities  represent  an  interest  in  a  pool  of  mortgages
originated  by  lenders  such as  commercial  banks,  savings  associations  and
mortgage  bankers  and  brokers.  Mortgage-backed  securities  may be  issued by
governmental or government-related entities or by non-governmental entities such
as special  purpose  trusts  created  by banks,  savings  associations,  private
mortgage insurance companies or mortgage bankers.

Interests  in  mortgage-backed  securities  differ  from  other  forms  of  debt
securities,  which  normally  provide for periodic  payment of interest in fixed
amounts  with  principal  payments at maturity or on  specified  call dates.  In
contrast,  mortgage-backed  securities provide monthly payments which consist of
interest  and,  in most  cases,  principal.  In  effect,  these  payments  are a
"pass-through" of the monthly payments made by the individual borrowers on their
mortgage  loans,  net  of any  fees  paid  to the  issuer  or  guarantor  of the
securities or a mortgage loan servicer.  Additional payments to holders of these
securities are caused by  prepayments  resulting from the sale or foreclosure of
the underlying property or refinancing of the underlying loans.

UNDERLYING  MORTGAGES.  Pools of mortgages  consist of whole  mortgage  loans or
participations  in  mortgage  loans.  The  majority  of these  loans are made to
purchasers of 1-4 family homes, but may be made to purchasers of mobile homes or
other real  estate  interests.  The terms and  characteristics  of the  mortgage
instruments  are generally  uniform within a pool but may vary among pools.  For
example,  in addition to  fixed-rate,  fixed-term  mortgages,  the Portfolio may
purchase pools of variable rate mortgages,  growing equity mortgages,  graduated
payment  mortgages  and other  types of  mortgages.  Mortgage  servicers  impose
qualification standards for local lending institutions which originate mortgages
for  the  pools  as well as  credit  standards  and  underwriting  criteria  for
individual mortgages included in the pools. In addition, many mortgages included
in pools are insured through private mortgage insurance companies.

LIQUIDITY  AND  MARKETABILITY.  The market for  mortgage-backed  securities  has
expanded  considerably in recent years.  The size of the primary issuance market
and active  participation in the secondary market by securities dealers and many
types of investors make  government and  government-related  pass-through  pools
highly liquid. The recently  introduced private  conventional pools of mortgages
(pooled by commercial banks,  savings and loan institutions and others,  with no
relationship with government and government-related entities) have also achieved
broad market acceptance and consequently an active secondary market has emerged,
however,  the market for conventional  pools is smaller and less liquid than the
market for government and government-related mortgage pools.

AVERAGE LIFE AND  PREPAYMENTS.  The average life of a  pass-through  pool varies
with the  maturities of the  underlying  mortgage  instruments.  In addition,  a
pool's terms may be shortened by  unscheduled or early payments of principal and
interest on the  underlying  mortgages.  Prepayments  with respect to securities
during times of declining interest rates will tend to lower the return of a Fund
and may even  result in losses to a Fund if the  securities  were  acquired at a
premium.  The occurrence of mortgage  prepayments is affected by various factors
including the level of interest rates, general economic conditions, the location
and age of the mortgage and other social and demographic conditions.

As  prepayment  rates of  individual  pools vary  widely,  it is not possible to
accurately  predict  the  average  life  of a  particular  pool.  For  pools  of
fixed-rate  30-year  mortgages,  common  industry  practice  is to  assume  that
prepayments will result in a 12-year average life. Pools of mortgages with other
maturities  or  different  characteristics  will have  varying  assumptions  for
average  life.  The assumed  average life of pools of mortgages  having terms of
less than 30 years is less than 12 years, but typically not less than 5 years.

YIELD  CALCULATIONS.  Yields on pass-through  securities are typically quoted by
investment  dealers based on the maturity of the underlying  instruments and the
associated  average life  assumption.  In periods of falling interest rates, the
rate of prepayment tends to increase, thereby shortening the actual average life


                                       A-9
<PAGE>


of a pool of  mortgages.  Conversely,  in periods of rising  rates,  the rate of
prepayment tends to decrease, thereby lengthening the actual average life of the
pool.  Actual  prepayment  experience  may cause  the  yield to differ  from the
assumed  average life yield.  Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting the yield of a
Fund.

GOVERNMENT AND GOVERNMENT-RELATED GUARANTORS. The principal government guarantor
of mortgage-backed  securities is the Government  National Mortgage  Association
("GNMA"),  a wholly  owned  United  States  Government  corporation  within  the
Department  of Housing and Urban  Development.  GNMA is authorized to guarantee,
with the full  faith and  credit of the  United  States  Government,  the timely
payment of principal and interest on securities issued by institutions  approved
by GNMA and backed by pools of FHA-insured or VA-guaranteed mortgages.

The Federal National  Mortgage  Association  ("FNMA") is a  government-sponsored
corporation  owned entirely by private  stockholders  that is subject to general
regulation by the  Secretary of Housing and Urban  Development.  FNMA  purchases
residential mortgages from a list of approved seller-servicers. The Federal Home
Loan Mortgage Corporation ("FHLMC") is a corporate instrumentality of the United
States  Government  that was  created  by  Congress  in 1970 for the  purpose of
increasing the  availability  of mortgage credit for  residential  housing.  Its
stock is owned by the twelve Federal Home Loan Banks. FHLMC issues Participation
Certificates ("PCs") which represent interests in mortgages from FHLMCs national
portfolio.  FNMA and FHLMC each  guarantee the payment of principal and interest
on the securities they issue. These securities,  however,  are not backed by the
full faith and credit of the United States Government.

PRIVATELY ISSUED MORTGAGE-BACKED SECURITIES.  Mortgage-backed securities offered
by  private  issuers  include  pass-through  securities  comprised  of  pools of
conventional  mortgage loans;  mortgage-backed  bonds which are considered to be
debt   obligations  of  the   institution   issuing  the  bonds  and  which  are
collateralized  by mortgage  loans;  and  collateralized  mortgage  obligations.
Mortgage-backed securities issued by non-governmental issuers may offer a higher
rate of interest than  securities  issued by government  issuers  because of the
absence  of  direct  or  indirect   government   guarantees  of  payment.   Many
non-governmental  issuers or servicers of mortgage-backed  securities,  however,
guarantee  timely payment of interest and principal on such  securities.  Timely
payment of interest and  principal  may also be  supported  by various  forms of
insurance, including individual loan, title, pool and hazard policies. There can
be no assurance that the private  issuers or insurers will be able to meet their
obligations under the relevant guarantees and insurance policies.

ADJUSTABLE RATE  MORTGAGE-BACKED  SECURITIES.  Adjustable  rate  mortgage-backed
securities  ("ARMs") are  securities  that have interest rates that are reset at
periodic  intervals,  usually by reference to some interest rate index or market
interest  rate.  Although  the rate  adjustment  feature  may act as a buffer to
reduce  sharp  changes  in  the  value  of  adjustable  rate  securities,  these
securities  are still  subject to  changes  in value  based on changes in market
interest  rates or  changes  in the  issuer's  creditworthiness.  Because of the
resetting of interest  rates,  adjustable  rate  securities are less likely than
non-adjustable  rate  securities of comparable  quality and maturity to increase
significantly  in value when market  interest rates fall.  Also, most adjustable
rate  securities  (or the  underlying  mortgages) are subject to caps or floors.
"Caps" limit the maximum  amount by which the interest rate paid by the borrower
may  change at each  reset  date or over the life of the loan and,  accordingly,
fluctuation  in  interest  rates above these  levels  could cause such  mortgage
securities  to "cap out" and to  behave  more like  long-term,  fixed-rate  debt
securities.

ARMs may have less risk of a decline in value during  periods of rapidly  rising
rates, but they may also have less potential for capital appreciation than other
debt securities of comparable  maturities due to the periodic  adjustment of the
interest rate on the underlying mortgages and due to the likelihood of increased
prepayments of mortgages as interest rates decline. Furthermore,  during periods
of declining  interest rates,  income to a Portfolio will decrease as the coupon
rate resets to reflect the decline in interest  rates.  During periods of rising
interest  rates,  changes  in the coupon  rates of the  mortgages  underlying  a
Portfolio's  ARMs may lag behind  changes  in market  interest  rates.  This may
result in a slightly  lower net value until the  interest  rate resets to market
rates. Thus, investors could suffer some principal loss if Fund shares were sold
before the interest rates on the  underlying  mortgages were adjusted to reflect
current market rates.


                                       A-10
<PAGE>


COLLATERALIZED   MORTGAGE  OBLIGATIONS.   Collateralized   Mortgage  Obligations
("CMOs") are debt obligations that are  collateralized  by mortgages or mortgage
pass-through   securities  issued  by  GNMA,  FHLMC  or  FNMA  or  by  pools  of
conventional mortgages ("Mortgage Assets"). CMOs may be privately issued or U.S.
Government Securities. Payments of principal and interest on the Mortgage Assets
are passed  through to the holders of the CMOs on the same  schedule as they are
received, although, certain classes (often referred to as tranches) of CMOs have
priority over other classes with respect to the receipt of payments. Multi-class
mortgage  pass-through  securities  are  interests in trusts that hold  Mortgage
Assets  and that have  multiple  classes  similar  to those of CMOs.  Unless the
context indicates  otherwise,  references to CMOs include  multi-class  mortgage
pass-through securities. Payments of principal of and interest on the underlying
Mortgage  Assets  (and in the case of CMOs,  any  reinvestment  income  thereon)
provide  Portfolios  to pay  debt  service  on the  CMOs  or to  make  scheduled
distributions on the multi-class mortgage pass-through securities.  Parallel pay
CMOs are  structured  to provide  payments of  principal on each payment date to
more than one class.  These  simultaneous  payments  are taken  into  account in
calculating the stated maturity date or final  distribution  date of each class,
which, as with other CMO structures, must be retired by its stated maturity date
or final  distribution  date but may be retired  earlier.  Planned  amortization
class  mortgage-based  securities  ("PAC Bonds") are a form of parallel pay CMO.
PAC Bonds are designed to provide relatively  predictable  payments of principal
provided  that,  among other  things,  the actual  prepayment  experience on the
underlying  mortgage  loans falls  within a  contemplated  range.  If the actual
prepayment  experience on the  underlying  mortgage loans is at a rate faster or
slower than the  contemplated  range,  or if deviations  from other  assumptions
occur,  principal  payments  on a PAC  Bond  may  be  greater  or  smaller  than
predicted.  The magnitude of the contemplated  range varies from one PAC Bond to
another; a narrower range increases the risk that prepayments will be greater or
smaller than  contemplated.  CMOs may have complicated  structures and generally
involve more risks than simpler forms of mortgage-backed securities.

The final  tranche  of a CMO may be  structured  as an accrual  bond  (sometimes
referred to as a "Z-tranche"). Holders of accrual bonds receive no cash payments
for an  extended  period of time.  During  the time that  earlier  tranches  are
outstanding,  accrual  bonds  receive  accrued  interest  which is a credit  for
periodic  interest  payments that increases the face amount of the security at a
compounded rate, but is not paid to the bond holder. After all previous tranches
are retired, accrual bondholders start receiving cash payments that include both
principal  and  continuing  interest.  The  market  value of  accrual  bonds can
fluctuate  widely and their average life depends on the other aspects of the CMO
offering.  Interest on accrual  bonds is taxable  when  accrued  even though the
holders  receive  no  accrual  payment.  The Funds  distribute  all of their net
investment  income,  and may have to sell  portfolio  securities  to  distribute
imputed income,  which may occur at a time when an investment  adviser would not
have chosen to sell such  securities  and which may result in a taxable  gain or
loss.

STRIPPED MORTGAGE-BACKED  SECURITIES.  Stripped  mortgage-backed  securities are
classes of mortgage-backed  securities that receive different proportions of the
interest and principal  distributions from the underlying  Mortgage Assets. They
may be may be  privately  issued  or U.S.  Government  Securities.  In the  most
extreme  case,  one class will be  entitled  to receive  all or a portion of the
interest but none of the principal from the Mortgage  Assets (the  interest-only
or "IO" class) and one class will be entitled to receive all or a portion of the
principal, but none of the interest (the "PO" class).

ASSET-BACKED SECURITIES

Asset-backed  securities represent direct or indirect  participations in, or are
secured by and payable from,  assets other than  mortgage-backed  assets such as
motor vehicle installment sales contracts, installment loan contracts, leases of
various  types of real and personal  property  and  receivables  from  revolving
credit (credit card) agreements. No Portfolio may invest more than 10 percent of
its net assets in  asset-backed  securities that are backed by a particular type
of credit,  for  instance,  credit card  receivables.  Asset-backed  securities,
including adjustable rate asset-backed  securities,  have yield  characteristics
similar to those of mortgage-backed securities and, accordingly,  are subject to
many of the same  risks.  Assets are  securitized  through the use of trusts and
special purpose  corporations  that issue  securities that are often backed by a
pool of assets  representing  the obligations of a number of different  parties.
Payments of principal and interest may be  guaranteed up to certain  amounts and


                                       A-11
<PAGE>


for  a  certain  time  period  by a  letter  of  credit  issued  by a  financial
institution.  Asset-backed  securities  do not  always  have  the  benefit  of a
security interest in collateral  comparable to the security interests associated
with  mortgage-backed  securities.  As a  result,  the  risk  that  recovery  on
repossessed collateral might be unavailable or inadequate to support payments on
asset-backed   securities  is  greater  for  asset-backed  securities  than  for
mortgage-backed  securities.  In addition,  because asset-backed  securities are
relatively  new, the market  experience  in these  securities is limited and the
market's ability to sustain  liquidity through all phases of an interest rate or
economic cycle has not been tested.

FOREIGN EXCHANGE  CONTRACTS AND FOREIGN CURRENCY FORWARD  CONTRACTS.  Changes in
foreign currency exchange rates will affect the U.S. dollar values of securities
denominated  in  currencies  other than the U.S.  dollar.  The rate of  exchange
between the U.S. dollar and other currencies fluctuates in response to forces of
supply and demand in the foreign exchange markets.  These forces are affected by
the  international   balance  of  payments  and  other  economic  and  financial
conditions,  government  intervention,   speculation  and  other  factors.  When
investing  in  foreign  securities  a Fund  usually  effects  currency  exchange
transactions  on a spot (i.e.,  cash) basis at the spot rate  prevailing  in the
foreign exchange market. The Fund incurs foreign exchange expenses in converting
assets from one currency to another.

A Fund may enter into foreign currency forward  contracts or currency futures or
options  contracts for the purchase or sale of foreign currency to "lock in" the
U.S.  dollar price of the securities  denominated  in a foreign  currency or the
U.S. dollar value of interest and dividends to be paid on such securities, or to
hedge against the possibility  that the currency of a foreign country in which a
Fund has investments may suffer a decline against the U.S. dollar.  Like foreign
exchange contracts and foreign currency forward contracts, these instruments are
often referred to as derivatives,  which may be defined as financial instruments
whose performance is derived,  at least in part, from the performance of another
asset  (such  as a  security,  currency  or an index of  securities.  A  forward
currency  contract is an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the  parties,  at a price set at the time of the  contract.  This
method of attempting to hedge the value of a Fund's portfolio securities against
a decline  in the value of a currency  does not  eliminate  fluctuations  in the
underlying  prices of the  securities.  Although  the  strategy  of  engaging in
foreign currency  transactions could reduce the risk of loss due to a decline in
the value of the hedged currency, it could also limit the potential gain from an
increase in the value of the  currency.  No Portfolio  intends to maintain a net
exposure to such contracts where the fulfillment of the Portfolio's  obligations
under  such  contracts  would  obligate  the  Portfolio  to deliver an amount of
foreign currency in excess of the value of the Portfolio's  portfolio securities
or other assets  denominated in that  currency.  A Portfolio will not enter into
these  contracts for  speculative  purposes and will not enter into  non-hedging
currency  contracts.  These contracts involve a risk of loss if Norwest fails to
predict currency values correctly.

FUTURES CONTRACTS AND OPTIONS

A Fund  may seek to  enhance  its  return  through  the  writing  (selling)  and
purchasing  of  exchange-traded  and  over-the-counter  options on fixed  income
securities or indices.  A Fund may also to attempt to hedge against a decline in
the value of  securities  owned by it or an increase in the price of  securities
which it plans to purchase through the use of those options and the purchase and
sale of interest rate futures contracts and options on those futures  contracts.
These instruments are often referred to as  "derivatives,"  which may be defined
as financial  instruments whose  performance is derived,  at least in part, from
the  performance  of another asset (such as a security,  currency or an index of
securities.  An option is covered if, so long as the Fund is obligated under the
option,  it owns an offsetting  position in the  underlying  security or futures
contract or maintains  cash,  U.S.  Government  Securities  or other liquid debt
securities in a segregated account with a value at all times sufficient to cover
the Portfolio's obligation under the option. Certain futures strategies employed
by a Fund in making temporary  allocations may not be deemed to be for bona fide
hedging  purposes,  as defined by the Commodity  Futures Trading  Commission.  A
Portfolio  may enter into  these  futures  contracts  only if the  aggregate  of
initial margin  deposits for open futures  contract  positions does not exceed 5
percent of the Portfolio's total assets.

RISK  CONSIDERATIONS.  The Fund's use of options and futures contracts  subjects
the Fund to certain investment risks and transaction costs to which it might not
otherwise  be  subject.  These  risks  include:  (1)  dependence  on  Investment
Adviser's  ability to predict  movements in the prices of individual  securities


                                      A-12
<PAGE>


and fluctuations in the general securities markets;  (2) imperfect  correlations
between movements in the prices of options or futures contracts and movements in
the price of the  securities  hedged  or used for cover  which may cause a given
hedge not to achieve its objective;  (3) the fact that the skills and techniques
needed to trade these  instruments are different from those needed to select the
other  securities in which the Portfolio  invests;  (4) lack of assurance that a
liquid  secondary  market  will  exist  for  any  particular  instrument  at any
particular time, which, among other things, may hinder a Portfolio's  ability to
limit exposures by closing its positions; (5) the possible need to defer closing
out of certain options,  futures  contracts and related options to avoid adverse
tax  consequences;  and (6) the potential for unlimited  loss when  investing in
futures  contracts or writing  options for which an  offsetting  position is not
held.

Other risks  include the  inability  of the Fund,  as the writer of covered call
options, to benefit from any appreciation of the underlying securities above the
exercise  price and the  possible  loss of the entire  premium  paid for options
purchased by the  Portfolio.  In addition,  the futures  exchanges may limit the
amount of  fluctuation  permitted in certain  futures  contract  prices during a
single trading day. A Fund may be forced, therefore, to liquidate or close out a
futures contract position at a disadvantageous  price. There can be no assurance
that a liquid  market  will  exist at a time  when a Fund  seeks to close  out a
futures  position  or  that  a  counterparty  in  an   over-the-counter   option
transaction will be able to perform its obligations.  There are a limited number
of options on interest  rate  futures  contracts  and  exchange  traded  options
contracts  on  fixed  income  securities.   Accordingly,   hedging  transactions
involving these instruments may entail  "cross-hedging."  As an example,  a Fund
may wish to hedge existing holdings of mortgage-backed securities, but no listed
options may exist on those  securities.  In that  event,  Norwest may attempt to
hedge the Fund's  securities by the use of options with respect to similar fixed
income  securities.  The  Fund  may  use  various  futures  contracts  that  are
relatively new instruments  without a significant  trading history. As a result,
there can be no assurance  that an active  secondary  market in those  contracts
will develop or continue to exist.

LIMITATIONS. Except for the futures contracts strategies of a Portfolio used for
making  temporary  allocations  among bonds and stocks,  the Portfolios  have no
current  intention  of investing in futures  contracts  and options  thereon for
purposes other than hedging.  Certain Underlying  Portfolios may purchase a call
or put only if, after such purchase,  the value of all put and call options held
by the  Underlying  Portfolio  would  not  exceed  5% of its  total  assets.  No
Portfolio may sell a put option if the exercise value of all put options written
by the Portfolio would exceed 50 percent of the Portfolio's total assets or sell
a call option if the exercise value of all call options written by the Portfolio
would  exceed the value of the  Portfolio's  assets.  In  addition,  the current
market value of all open futures  positions  held by a Portfolio will not exceed
50 percent of its total assets.

OPTIONS  ON  SECURITIES.  A call  option  is a  contract  pursuant  to which the
purchaser of the call option, in return for a premium paid, has the right to buy
the security  underlying  the option at a specified  exercise  price at any time
during the term of the option.  The writer of the call option,  who receives the
premium,  has  the  obligation  upon  exercise  of the  option  to  deliver  the
underlying  security  against  payment of the  exercise  price during the option
period. A put option gives its purchaser,  in return for a premium, the right to
sell the underlying security at a specified price during the term of the option.
The writer of the put, who receives the premium,  has the  obligation to buy the
underlying  security,  upon  exercise at the  exercise  price  during the option
period.  The amount of premium  received or paid is based upon certain  factors,
including the market price of the underlying security or index, the relationship
of the exercise price to the market price,  the historical  price  volatility of
the  underlying  security  or index,  the option  period,  supply and demand and
interest rates.

OPTIONS ON STOCK  INDICES.  A stock index assigns  relative  values to the stock
included  in the  index,  and the index  fluctuates  with  changes in the market
values of the stocks  included in the index.  Stock index options operate in the
same way as the more  traditional  stock options  except that exercises of stock
index  options are effected  with cash  payments and do not involve  delivery of
securities.  Thus,  upon exercise of stock index  options,  the  purchaser  will
realize and the writer will pay an amount based on the  differences  between the
exercise price and the closing price of the stock index.

INDEX FUTURES  CONTRACTS.  Bond and stock index futures  contracts are bilateral
agreements  pursuant to which two parties  agree to take or make  delivery of an
amount of cash equal to a specified  dollar amount times the difference  between
the bond or stock  index value at the close of trading of the  contract  and the


                                       A-13
<PAGE>


price at which the futures contract is originally  struck.  No physical delivery
of the  securities  comprising  the  index is  made.  Generally,  these  futures
contracts are closed out prior to the expiration date of the contract.

OPTIONS ON FUTURES CONTRACTS.  Options on futures contracts are similar to stock
options  except that an option on a futures  contract  gives the  purchaser  the
right,  in  return  for the  premium  paid,  to assume a  position  in a futures
contract rather than to purchase or sell stock, at a specified exercise price at
any time during the period of the  option.  Upon  exercise  of the  option,  the
delivery of the futures position to the holder of the option will be accompanied
by transfer to the holder of an accumulated  balance  representing the amount by
which the market price of the futures contract  exceeds,  in the case of a call,
or is less than,  in the case of a put, the exercise  price of the option on the
future.


                                       A-14
<PAGE>



                                   APPENDIX B

                        DESCRIPTION OF SECURITIES RATINGS


MUNICIPAL AND CORPORATE BONDS (INCLUDING CONVERTIBLE BONDS)

MOODY'S INVESTORS SERVICE ("MOODY'S")

Moody's rates  corporate  bond issues,  including  convertible  debt issues,  as
follows:

Bonds which are rated Aaa are judged by Moody's to be of the best quality.  They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edge." Interest  payments are protected by a large or by an  exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change,  such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Bonds  which are rated Aa are  judged to be of high  quality  by all  standards.
Together  with  the Aaa  group,  they  comprise  what  are  generally  known  as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long term risks appear somewhat larger than in Aaa securities.

Bonds which are rated A possess many favorable investment  attributes and are to
be  considered as upper medium grade  obligations.  Factors  giving  security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Bonds which are rated Baa are considered as medium grade obligations, i.e., they
are neither highly protected nor poorly secured.  Interest payment and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such  bonds  lack  outstanding  investment  characteristics  and  in  fact  have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative  elements;  their future
cannot be  considered  as well  assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

Bonds  which  are  rated  B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Bonds which are rated Ca represent  obligations  which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

Note:  Those  bonds in the Aa, A, Baa,  Ba or B groups  which  Moody's  believes
possess the strongest  investment  attributes are designated by the symbols Aa1,
A1, Baa1, Ba1, and B1.


                                       B-1
<PAGE>


STANDARD AND POOR'S CORPORATION ("S&P")

S&P rates corporate bond issues, including convertible debt issues, as follows:

Bonds  rated  AAA have the  highest  rating  assigned  by S&P.  Capacity  to pay
interest and repay principal is extremely strong.

Bonds rated AA have a very strong  capacity to pay interest and repay  principal
and differ from the highest rated issues only in small degree.

Bonds  rated A have a strong  capacity  to pay  interest  and  repay  principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances   and  economic   conditions  than  debt  rated  in  higher  rated
categories.

Bonds rated BBB are regarded as having an adequate  capacity to pay interest and
repay principal.  Whereas they normally exhibit adequate protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
weakened  capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

Bonds rated BB, B, CCC, CC and C are  regarded,  on  balance,  as  predominantly
speculative  with  respect to the  issuer's  capacity to pay  interest and repay
principal in  accordance  with the terms of the  obligation.  BB  indicates  the
lowest degree of speculation and C the highest degree of speculation. While such
bonds will likely have some quality and  protective  characteristics,  these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Bonds  rated  BB  have  less  near-term  vulnerability  to  default  than  other
speculative issues.  However,  they face major ongoing uncertainties or exposure
to adverse  business,  financial,  or  economic  conditions  which could lead to
inadequate capacity to meet timely interest and principal payments.

Bonds rated B have a greater  vulnerability  to default but  currently  have the
capacity to meet interest  payments and principal  payments.  Adverse  business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay principal.

Bonds rated CCC have currently  identifiable  vulnerability to default,  and are
dependent upon favorable  business,  financial,  and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial,  or economic  conditions,  they are not likely to have the
capacity to pay interest and repay principal.

Bonds rated C  typically  are  subordinated  to senior debt which as assigned an
actual or implied  CCC debt  rating.  This  rating may also be used to  indicate
imminent default.

The C rating may be used to cover a situation  where a  bankruptcy  petition has
been filed, but debt service  payments are continued.  The rating Cl is reserved
for income bonds on which no interest is being paid.

Bonds are rated D when the issue is in payment default, or the obligor has filed
for  bankruptcy.  The D  rating  category  is used  when  interest  payments  or
principal  payments are not made on the date due, even if the  applicable  grace
period has not expired,  unless S&P believes that such payments will made during
such grace period.

Note:  The ratings  from AA to CCC may be modified by the addition of a plus (+)
or minus (-) sign to show the relative standing within the rating category.


                                       B-2
<PAGE>


FITCH IBCA, INC. ("FITCH")

Fitch rates  corporate  bond  issues,  including  convertible  debt  issues,  as
follows:

AAA Bonds are  considered  to be  investment  grade  and of the  highest  credit
quality.  The obligor has an  exceptionally  strong  ability to pay interest and
repay  principal,  which is unlikely to be  affected by  reasonably  foreseeable
events.

AA Bonds are considered to be investment  grade and of very high credit quality.
The  obligor's  ability to pay  interest  and repay  principal  is very  strong,
although not quite as strong as bonds rated AAA.  Because bonds rated in the AAA
and AA  categories  are  not  significantly  vulnerable  to  foreseeable  future
developments, shorter-term debt of these issuers is generally rated F-1+.

A Bonds are considered to be investment  grade and of high credit  quality.  The
obligor's  ability to pay  interest  and repay  principal  is  considered  to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB Bonds are  considered  to be  investment  grade and of  satisfactory  credit
quality. The obligor's ability to pay interest and repay principal is considered
to be  adequate.  Adverse  changes in  economic  conditions  and  circumstances,
however,  are more likely to have adverse  impact on these bonds,  and therefore
impair timely payment.  The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

BB Bonds are considered  speculative.  The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes.  However,
business and financial  alternatives  can be  identified  which could assist the
obligor in satisfying its debt service requirements.

B Bonds  are  considered  highly  speculative.  While  bonds in this  class  are
currently meeting debt service requirements, the probability of continued timely
payment of principal  and  interest  reflects the  obligor's  limited  margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC Bonds have certain identifiable  characteristics which, if not remedied, may
lead to  default.  The  ability to meet  obligations  requires  an  advantageous
business and economic environment.

CC Bonds  are  minimally  protected.  Default  in  payment  of  interest  and/or
principal seems probable over time.

C Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D Bonds are in default on interest and/or principal payments.  Such
bonds  are  extremely  speculative  and  should  be valued on the basis of their
ultimate  recovery value in liquidation or  reorganization  of the obligor.  DDD
represents the highest  potential for recovery on these bonds,  and D represents
the lowest potential for recovery.

Plus (+) and  minus (-) signs  are used  with a rating  symbol to  indicate  the
relative position of a credit within the rating category.  Plus and minus signs,
however, are not used in the AAA, DDD, DD, or D categories.


                                       B-3
<PAGE>


PREFERRED STOCK

MOODY'S INVESTORS SERVICE

Moody's rates preferred stock as follows:

An issue rated aaa is  considered  to be a  top-quality  preferred  stock.  This
rating indicates good asset protection and the least risk of dividend impairment
among preferred stock issues.

An issue  rated aa is  considered  a  high-grade  preferred  stock.  This rating
indicates  that  there  is  a  reasonable  assurance  that  earnings  and  asset
protection will remain relatively well maintained in the foreseeable future.

An issue rated a is  considered to be an  upper-medium  grade  preferred  stock.
While  risks  are  judged  to be  somewhat  greater  than  in  the  aaa  and  aa
classification,  earnings and asset protection are, nevertheless, expected to be
maintained at adequate levels.

An issue rated baa is considered to be a medium-grade,  neither highly protected
nor poorly secured. Earnings and asset protection appear adequate at present but
may be questionable over any great length of time.

An issue rated ba is  considered  to have  speculative  elements  and its future
cannot be considered  well assured.  Earnings and asset  protection  may be very
moderate  and not  well  safeguarded  during  adverse  periods.  Uncertainty  of
position characterizes preferred stocks in this class.

An issue which is rated b  generally  lacks the  characteristics  of a desirable
investment. Assurance of dividend payments and maintenance of other terms of the
issue over any long period of time may be small.

An issue  which is rated caa is likely to be in  arrears on  dividend  payments.
This  rating  designation  does not  purport to  indicate  the future  status of
payments.

An issue which is rated ca is  speculative  in a high degree and is likely to be
in arrears on dividends with little likelihood of eventual payment.

An issue which is rated c can be regarded as having  extremely poor prospects of
ever attaining any real investment  standing.  This is the lowest rated class of
preferred or preference stock.

Note:   Moody's  applies  numerical   modifiers  1,  2  and  3  in  each  rating
classification  from aa through b in its  preferred  stock  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that the  issuer  ranks in the  lower  end of its  generic  rating
category.

STANDARD & POOR'S

S&P rates preferred stock as follows:

AAA is the highest rating that is assigned by S&P to a preferred stock issue and
indicates an extremely strong capacity to pay the preferred stock obligations.

A preferred  stock issue rated AA also qualifies as a high-quality  fixed income
security.  The  capacity to pay  preferred  stock  obligations  is very  strong,
although not as overwhelming as for issues rated AAA.

An issue  rated A is  backed  by a sound  capacity  to pay the  preferred  stock
obligations,  although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.


                                       B-4
<PAGE>


An issue  rated BBB is  regarded  as backed by an  adequate  capacity to pay the
preferred stock  obligations.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to make payments for a preferred stock in
this category than for issues in the A category.

Preferred stock rated BB, B, and CCC are regarded,  on balance, as predominantly
speculative  with  respect  to the  issuer's  capacity  to pay  preferred  stock
obligations.  BB indicates the lowest degree of speculation  and CCC the highest
degree of  speculation.  While such issues  will  likely  have some  quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

The rating CC is reserved for a preferred stock issue in arrears on dividends or
sinking Portfolio payments but that is currently paying.

A preferred stock rated C is a non-paying issue.

A preferred  stock rated D is a  non-paying  issue with the issuer in default on
debt instruments.

To provide more detailed  indications of preferred  stock  quality,  the ratings
from AA to CCC may be modified  by the  addition of a plus (+) or minus (-) sign
to show relative standing within the major rating categories.

SHORT TERM MUNICIPAL LOANS

MOODY'S INVESTORS SERVICE. Moody's highest rating for short-term municipal loans
is MIG-1/VMIG-1. A rating of MIG-1/VMIG-1 denotes best quality. There is present
strong  protection by  established  cash flows,  superior  liquidity  support or
demonstrated broadbased access to the market for refinancing.  Loans bearing the
MIG-2/VMIG-2  designation  are of high quality.  Margins of protection are ample
although  not so large as in the  MIG-1/VMIG-1  group.  A rating of MIG 3/VMIG 3
denotes favorable quality.  All security elements are accounted for but there is
lacking the undeniable strength of the preceding grades. Liquidity and cash flow
protection may be narrow and market access for  refinancing is likely to be less
well established. A rating of MIG 4/VMIG 4 denotes adequate quality.  Protection
commonly regarded as required of an investment  security is present and although
not distinctly or predominantly speculative, there is specific risk.

STANDARD & POOR'S.  S&P's highest rating for short-term municipal loans is SP-1.
S&P states that short-term  municipal  securities  bearing the SP-1  designation
have very strong or strong capacity to pay principal and interest.  Those issues
rated SP-1 which are determined to possess  overwhelming safety  characteristics
will be  given a plus (+)  designation.  Issues  rated  SP-2  have  satisfactory
capacity to pay  principal  and  interest.  Issues  rated SP-3 have  speculative
capacity to pay principal and interest.

FITCH IBCA, INC. Fitch's  short-term  ratings apply to debt obligations that are
payable on demand or have  original  maturities  of generally up to three years,
including  commercial  paper,  certificates of deposit,  medium-term  notes, and
municipal and investment notes.

Short-term  issues  rated F-1+ are  regarded as having the  strongest  degree of
assurance  for  timely  payment.  Issues  assigned  a rating of F-1  reflect  an
assurance of timely payment only slightly less in degree than issues rated F-1+.
Issues  assigned a rating of F-2 have a  satisfactory  degree of  assurance  for
timely payment,  but the margin of safety is not as great as for issues assigned
F-1+ or F-1.




                                       B-5
<PAGE>





OTHER MUNICIPAL SECURITIES AND COMMERCIAL PAPER

MOODY'S INVESTORS SERVICE

Moody's two highest ratings for short-term debt, including commercial paper, are
Prime-1 and Prime-2.  Both are judged investment grade, to indicate the relative
repayment ability of rated issuers.

Issuers rated Prime-1 have a superior ability for repayment of senior short-term
debt  obligations.  Prime-1 repayment ability will often be evidenced by many of
the following  characteristics:  Leading  market  positions in  well-established
industries;   high  rates  of  return  on  Portfolios   employed;   conservative
capitalization  structure  with  moderate  reliance  on  debt  and  ample  asset
protection;  broad margins in earnings  coverage of fixed financial  charges and
high internal cash generation;  well-established  access to a range of financial
markets and assured sources of alternate liquidity.

Issuers rated  Prime-2 by Moody's have a strong  ability for repayment of senior
short-term  debt  obligations.  This will  normally be  evidenced by many of the
characteristics of issuers rated Prime-1 but to a lesser degree. Earnings trends
and  coverage   ratios,   while  sound,   may  be  more  subject  to  variation.
Capitalization characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

STANDARD AND POOR'S CORPORATION

S&P's two highest commercial paper ratings are A-1 and A-2. Issues assigned an A
rating are regarded as having the greatest  capacity for timely payment.  Issues
in this  category  are  delineated  with the numbers 1, 2 and 3 to indicate  the
relative  degree of  safety.  An A-1  designation  indicates  that the degree of
safety  regarding  timely payment is either  overwhelming or very strong.  Those
issues determined to possess  overwhelming  safety  characteristics  are denoted
with a plus (+) sign designation. The capacity for timely payment on issues with
an A-2 designation is strong.  However,  the relative degree of safety is not as
high as for issues  designated A-1. A-3 issues have a satisfactory  capacity for
timely  payment.  They are,  however,  somewhat  more  vulnerable to the adverse
effects  of  changes  in  circumstances  than  obligations  carrying  the higher
designations.  Issues rated A-2 are regarded as having only an adequate capacity
for timely payment. However, such capacity may be damaged by changing conditions
or short-term adversities.

FITCH IBCA, INC.

Fitch's  short-term ratings apply to debt obligations that are payable on demand
or have original maturities of generally up to three years, including commercial
paper, certificates of deposit,  medium-term notes, and municipal and investment
notes.

F-1+. Issues assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

F-1.  Issues  assigned this rating  reflect an assurance of timely  payment only
slightly less in degree than issues rated F-1+.


NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  THE STATEMENT OF
ADDITIONAL   INFORMATION  AND  THE  PORTFOLIOS'  OFFICIAL  SALES  LITERATURE  IN
CONNECTION  WITH THE OFFERING OF THE PORTFOLIOS'  SHARES,  AND IF GIVEN OR MADE,
SUCH  INFORMATION  OR  REPRESENTATIONS  MUST NOT BE RELIED  UPON AS HAVING  BEEN
AUTHORIZED BY THE TRUST.  THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFER IN ANY
STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER MAY NOT LAWFULLY BE MADE.



                                       B-6
<PAGE>



                        APPENDIX B - MISCELLANEOUS TABLES


TABLE 1 - INVESTMENT ADVISORY FEES

The following Table shows the dollar amount of fees payable under the Investment
Advisory Agreements between Norwest and the Trust with respect to each Fund, the
amount of fee that was waived by Norwest, if any, and the actual fee received by
Norwest.  The data is for the past three fiscal  years or shorter  period if the
Portfolio has been in operation for a shorter period.

<TABLE>
          <S>                                          <C>                 <C>             <C>

                                                     ADVISORY FEE     ADVISORY FEE      ADVISORY FEE
                                                        PAYABLE          WAIVED           RETAINED

WEALTHBUILDER II GROWTH BALANCED PORTFOLIO
C Shares
     Year Ended May 31, 1999                                 0                 0                0
     Year Ended May 31, 1998                             9,786             9,786                0

WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO
C Shares
     Year Ended May 31, 1999                                 0                 0                0
     Year Ended May 31, 1998                             7,907             7,907                0

WEALTHBUILDER II GROWTH PORTFOLIO
C Shares
     Year Ended May 31, 1999                                 0                 0                0
     Year Ended May 31, 1998                             5,939             5,939                0

</TABLE>




                                      B-1
<PAGE>





TABLE 2 - MANAGEMENT FEES

The  following  table shows the dollar  amount of fees  payable to Forum for its
management  services  with respect to each  Portfolio.  The data is for the past
three  fiscal years or shorter  period if the Fund has been in  operation  for a
shorter period.

(I) MANAGEMENT FEES TO FORUM

<TABLE>
<S>                                                    <C>                  <C>             <C>
                                                      MANAGEMENT       MANAGEMENT        MANAGEMENT
                                                          FEE              FEE               FEE
                                                        PAYABLE          WAIVED           RETAINED

WEALTHBUILDER II GROWTH BALANCED PORTFOLIO
C Shares
     Year Ended May 31, 1999                             8,148             1,043            7,105
     Year Ended May 31, 1998                             2,796             2,796                0

WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO
C Shares
     Year Ended May 31, 1999                             5,186             4,792              394
     Year Ended May 31, 1998                             2,259             2,259                0

WEALTHBUILDER II GROWTH PORTFOLIO
C Shares
     Year Ended May 31, 1999                             4,525             4,523                2
     Year Ended May 31, 1998                             1,697             1,697                0

</TABLE>




                                       B-2
<PAGE>





TABLE 3 - DISTRIBUTION FEES

The  following  table shows the dollar  amount of fees  payable to Forum for its
distribution services with respect to each Portfolio, the amount of fee that was
waived by Forum,  if any, and the actual fee received by Forum.  The data is for
the past three  fiscal  years or  shorter  period if the  Portfolio  has been in
operation for a shorter period.

<TABLE>
          <S>                                          <C>              <C>                 <C>

                                                     DISTRIBUTION     DISTRIBUTION      DISTRIBUTION
                                                          FEE              FEE               FEE
                                                        PAYABLE          WAIVED           RETAINED

WEALTHBUILDER II GROWTH BALANCED PORTFOLIO
C Shares
     Year Ended May 31, 1999                           122,213                 0          122,213
     Year Ended May 31, 1998                            20,971                 0           20,971

WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO
C Shares
     Year Ended May 31, 1999                            77,793                 0           77,793
     Year Ended May 31, 1998                            16,944                 0           16,944

WEALTHBUILDER II GROWTH PORTFOLIO
C Shares
     Year Ended May 31, 1999                            67,869                 0           67,869
     Year Ended May 31, 1998                            12,726                 0           12,726

</TABLE>




                                       B-3
<PAGE>




TABLE 4 - SALES CHARGES

The following  table shows:  (1) the dollar  amount of sales charges  payable to
Forum  with  respect  to sales of C Shares  and (2) the  amount of sales  charge
retained by Forum and not reallowed to other  persons.  The data is for the past
three fiscal years or shorter  period if the Portfolio has been in operation for
a shorter period.


                                                         SALES          RETAINED
                                                        CHARGES          AMOUNT

WEALTHBUILDER II GROWTH BALANCED PORTFOLIO

     Year Ended May 31, 1999                          $232,000                $0
     Year Ended May 31, 1998                          $116,000                $0

WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO

     Year Ended May 31, 1999                           $52,000                $0
     Year Ended May 31, 1998                           $94,000                $0

WEALTHBUILDER II GROWTH PORTFOLIO

     Year Ended May 31, 1999                           $74,000                $0
     Year Ended May 31, 1998                           $55,000                $0







                                       B-4
<PAGE>




TABLE 5 - ACCOUNTING FEES

The  following  table  shows the dollar  amount of fees  payable to FAcS for its
accounting  services with respect to each Portfolio,  the amount of fee that was
waived by FAcS, if any, and the actual fee received by FAcS. The data is for the
past three fiscal years or shorter period if the Portfolio has been in operation
for a shorter period.

<TABLE>
<S>                                                    <C>                  <C>            <C>

                                                          FEE              FEE               FEE
                                                        PAYABLE          WAIVED           RETAINED

WEALTHBUILDER II GROWTH BALANCED PORTFOLIO
C Shares
     Year Ended May 31, 1999                            13,500                 0           13,500
     Year Ended May 31, 1998                            11,500            11,500                0

WEALTHBUILDER II GROWTH AND INCOME PORTFOLIO
C Shares
     Year Ended May 31, 1999                            13,500                 0           13,500
     Year Ended May 31, 1998                            11,500            11,500                0

WealthBuilder II Growth Portfolio
C Shares
     Year Ended May 31, 1999                            13,500                 0           13,500
     Year Ended May 31, 1998                            11,500            11,500                0

</TABLE>




                                      B-5
<PAGE>




TABLE 6 - 5% SHAREHOLDERS

The  following  table  lists the  persons  who owned of record 5% or more of the
outstanding  shares  of a Fund  as of  September  1,  1999,  as  well  as  their
percentage holding of all shares of the Fund.

<TABLE>
<S>                               <C>                                           <C>             <C>

                                                                           SHARE BALANCE      % OF FUND
                             NAME AND ADDRESS

WEALTHBUILDER II GROWTH
AND INCOME PORTFOLIO
                             Norwest Investment Services Inc                      75,579.450        8.67
                             FBO 011836151
                             Northstar Building East - 8th Floor
                             608 Second Avenue South
                             Minneapolis, MN 55402-1916

WEALTHBUILDER II GROWTH
PORTFOLIO
                             Norwest Investment Services Inc                     103,287.084        9.12
                             FBO 013879761
                             Northstar Building East - 8th Floor
                             608 Second Avenue South
                             Minneapolis, MN 55402-1916


</TABLE>


                                       B-6
<PAGE>




                          APPENDIX C - PERFORMANCE DATA

TABLE 1 - TOTAL RETURNS

The average  annual total return of each class of each  Portfolio for the period
ended May 31, 1999 was as follows.  The actual dates of the commencement of each
Portfolio's  operations  is  listed  in the  Portfolio's  financial  statements.
Calendar quarter performance is available from the adviser.

         SEC STANDARDIZED RETURNS

<TABLE>
<S>                                                      <C>    <C>    <C>           <C>

                                                    ONE YEAR  FIVE     TEN          SINCE
                                                               YEARS    YEARS     INCEPTION

NORWEST WEALTHBUILDER II GROWTH BALANCED PORTFOLIO   8.60%      N/A      N/A        10.28%
NORWEST WEALTHBUILDER II GROWTH & INCOME PORTFOLIO   7.47%      N/A      N/A        10.44%
NORWEST WEALTHBUILDER II GROWTH PORTFOLIO            13.22%     N/A      N/A        14.21%


</TABLE>




                                       C-1
<PAGE>


<TABLE>
<S>                                <C>        <C>    <C>         <C>       <C>       <C>       <C>       <C>


NON STANDARDIZED RETURNS (without a sales load)
                                                     Calendar
                                One Month   Three    Year to     One Year  Three      Five      Ten Years    Since
                                            Months      Date                 Years     Years               Inception

WealthBuilder II Growth         (1.58)%    4.05%     3.05%       10.26%    N/A        N/A       N/A        11.29%
Balanced Portfolio
WealthBuilder II Growth and     (1.73)%    6.41%     5.75%       9.11%     N/A        N/A       N/A        11.45%
Income Portfolio
WealthBuilder II Growth         (2.62)%    4.21%     4.90%       14.94%    N/A        N/A       N/A        15.25%
Portfolio

</TABLE>


                                       C-2
<PAGE>






                    APPENDIX D - OTHER ADVERTISEMENT MATTERS

From time to time, the sales material for the Portfolio may include a discussion
of, and commentary by senior management of the Adviser on, the following.

The Trust may compare the Portfolio  family  against other  bank-managed  mutual
funds or other  investment  companies based on asset size. The Adviser  believes
the Portfolio' growth may be attributed to three things:  disciplined investment
process, utilizing talented people and focusing on customer needs.

The  Portfolios  utilize a  disciplined  process  which relies  heavily upon its
investment  managers and an experienced  investment research team. This approach
maximizes  consistency  by ensuring  that no individual  manager's  style unduly
influences a Portfolio's style.




NORWEST CORPORATION

1929 Northwestern  National  Bank and several upper midwest banks form a holding
     company called Northwestern  National  Bancorporation.  "Banco" acquires 90
     banks in its first year.

1932 At is peak, Banco owns a total of 139 affiliate banks.

1982 Banco  enters the  consumer  finance  business by  acquiring  Dial  Finance
     Company.

1983 The 87 affiliates of Banco are reborn as "Norwest Corporation."

1989 Norwest  consolidates  its operations in the new 57-story Norwest Center in
     downtown Minneapolis.

1997 Norwest  reaches  $50 billion in assets  under  management,  including  $19
     billion in mutual funds.


NORWEST ADVANTAGE FUNDS

1946 Inception of the Common Trust Funds, the company's first pooled  investment
     vehicles.

1987 Norwest introduces two new open-ended  registered  investment company funds
     (commonly  known as mutual  funds),  called the Prime Value Funds.  In less
     than one year, assets under management reach $500 million.

1992 The Norwest  mutual fund family  expands to 11 mutual  funds.  Assets under
     management grow to $3.2 billion.

1994 Conversion to Norwest  Collective Funds (bank collective  investment funds)
     into Norwest Advantage Funds (mutual funds).

1998 Norwest  Advantage  Funds  family  includes  41 mutual  funds with over $20
     billion in assets under management.


<PAGE>



NORWEST CENTER
MINNEAPOLIS, MINNESOTA
Designed  by  world-renowned  architect  Cesar  Pelli,  the  Norwest  Center was
constructed  in  1988.   Since  then,  it  has  received   several   prestigious
architectural awards, including the Large Scale Office Award of Excellence, from
the Urban Land Institute  (1989);  the NAIOP (Minnesota) Award for Excellence --
Downtown Building of the Year (1989); the BOMA (Minneapolis)  Office Building of
the Year, over 500,000 sq. ft. (1993);  and the BOMA (Midwest  Northern  Region)
Office Building of the Year, over 500,000 sq. ft. (1994).  The Norwest Center is
located in the financial district of Minneapolis at 90 South Seventh Street.



                                       D-1
<PAGE>



                                     Part C
                                Other Information

Item 23.  Exhibits

(a)  Trust  Instrument of Registrant as amended and restated August 4, 1997 (see
     Note 1).

(b)  By-Laws of Registrant as now in effect (see Note 2).

(c)  Specimen  Certificate  for shares of  beneficial  interest of each class of
     each portfolio of Registrant. Except for the names of the classes of shares
     and CUSIP  numbers,  the  certificate  of each class of each  portfolio  of
     Registrant  is  substantially  the same as the  specimen  certificate,  and
     therefore,  is omitted  pursuant to Rule 483(d)(2)  under the 1933 Act (see
     Note 2).

(d)  (1)  Form  of  Investment  Advisory   Agreement   between   Registrant  and
          Norwest Investment Management,  Inc. relating to Cash Investment Fund,
          Ready Cash  Investment  Fund,  U.S.  Government  Fund,  Treasury Fund,
          Treasury  Plus  Fund,  Municipal  Money  Market  Fund -  Institutional
          Shares,  Municipal Money Market Fund - Investor  Shares,  Intermediate
          Government  Income Fund,  Diversified  Bond Fund,  Stable Income Fund,
          Income Fund,  Total  Return Bond Fund,  Limited  Term  Tax-Free  Fund,
          Limited Term Government  Income Fund,  Tax-Free Income Fund,  Colorado
          Tax-Free  Fund,  Minnesota   Intermediate   Tax-Free  Fund,  Minnesota
          Tax-Free Fund,  Strategic Income Fund,  Moderate Balanced Fund, Growth
          Balanced Fund,  Aggressive  Balanced-Equity  Fund, Income Equity Fund,
          Index Fund, ValuGrowth SM Stock Fund,  Diversified Equity Fund, Growth
          Equity Fund,  Large Company Growth Fund,  Diversified  Small Cap Fund,
          Small  Company  Stock  Fund,  Small  Company  Growth  Fund,  Small Cap
          Opportunities Fund,  International Fund, Performa Strategic Value Bond
          Fund, Performa  Disciplined Growth Fund, Performa Small Cap Value Fund
          and Performa  Global  Growth Fund dated as of June 1, 1997, as amended
          December 1, 1998.  Except for the names of each series of  Registrant,
          the Investment  Advisory Agreement of each series of the Registrant is
          substantially  the  same as the  Investment  Advisory  Agreement,  and
          therefore,  is omitted  pursuant to Rule 483(d)(2)  under the 1933 Act
          (see Note 3)

     (2)  Form  of  Investment  Subadvisory  Agreement  between  Registrant  and
          Schroder Capital  Management  International Inc. relating to Small Cap
          Opportunities  Fund,  Strategic Income Fund,  Moderate  Balanced Fund,
          Growth Balanced Fund,  Aggressive  Balanced  Equity Fund,  Diversified
          Equity Fund,  Growth  Equity Fund and  International  Fund dated as of
          April 28, 1996 as amended July 29, 1997 (see Note 4).

     (3)  Form of Investment Subadvisory Agreement among Registrant, Norwest
          Investment  Management,  Inc. and  Galliard  Capital  Management  Inc.
          relating to Stable  Income  Funds,  Total  Return Bond Fund,  Performa
          Strategic Value Bond Fund,  Diversified  Bond Fund,  Strategic  Income
          Fund,  Moderate  Balanced  Fund,  Growth  Balanced Fund and Aggressive
          Balanced-Equity  Fund dated as of October 1, 1997 as amended  July 28,
          1998 (see Note 5).

     (4)  Form of Investment  Subadvisory  Agreement among  Registrant,  Norwest
          Investment   Management,   Inc.  and  Peregrine   Capital   Management
          International Inc. relating to Diversified Bond Fund, Strategic Income
          Fund,  Moderate  Balanced  Fund,  Growth  Balanced  Fund,   Aggressive
          Balanced-Equity  Fund,  Diversified  Equity Fund,  Growth Equity Fund,
          Large Company Growth Fund,  Small Company Growth Fund and  Diversified
          Small Cap Fund dated as of June 1, 1997, as amended July 28, 1998 (see
          Note 5).

     (5)  Form of Investment  Subadvisory Agreement between Registrant and Smith
          Asset  Management,  LP relating to  Strategic  Income  Fund,  Moderate
          Balanced Fund, Growth Balanced Fund, Aggressive  Balanced-Equity Fund,
          Diversified  Equity Fund,  Growth Equity Fund,  Diversified  Small Cap
          Fund,  Performa  Disciplined  Growth Fund and Performa Small Cap Value
          Fund dated as of October 1, 1997,  as amended March 25, 1999 (see Note
          3).

(e)  Form of  Distribution  Services  Agreement  between  Registrant  and  Forum
     Financial Services,  Inc. relating to each series of Registrant dated as of
     October 1, 1995, as amended April 26, 1999 (see Note 3).

(f)  Not Applicable.


                                       1
<PAGE>


(g)  (1)  Custodian  Agreement  between  Registrant  and Norwest Bank Minnesota,
          N.A.,  relating  to each  series of  Registrant  dated as of August 1,
          1993, as amended July 28, 1998 (see Note 5).

     (2)  Transfer  Agency  Agreement   between   Registrant  and  Norwest  Bank
          Minnesota,  N.A.  relating  to each series of  Registrant  dated as of
          August 1, 1993, as amended July 28, 1998 (see Note 5).

(h)  (1)  Form   of   Management    Agreement   between   Registrant  and  Forum
          Financial  Services,  Inc. relating to each series of Registrant dated
          as August 1, 1997, as amended June 1, 1999 (see Note 3).

     (2)  Form  of  Fund  Accounting  Agreement  between  Registrant  and  Forum
          Accounting  Services,  LLC relating to each series of Registrant dated
          as of June 1, 1997, as amended July 28, 1998 (see Note 5).

     (3)  Administration  Services Agreement between Registrant and Norwest Bank
          Minnesota,   N.A.   relating   to  Small   Cap   Opportunities   Fund,
          International  Fund  and  Performa  Global  Growth  Fund  dated  as of
          November 11, 1994, as amended July 28, 1998 (see Note 5).

     (4)  Form  of  Administration   Agreement  between   Registrant  and  Forum
          Administrative  Services,  LLC relating to Cash Investment Fund, Ready
          Cash Investment Fund, U.S.  Government Fund,  Treasury Fund,  Treasury
          Plus Fund, Municipal Money Market Fund Institutional Shares, Municipal
          Money Market Fund - Investor Shares,  Intermediate  Government  Income
          Fund,  Diversified Bond Fund,  Stable Income Fund,  Income Fund, Total
          Return Bond Fund,  Limited Term Tax-Free Fund, Limited Term Government
          Income Fund, Tax-Free Income Fund,  Colorado Tax-Free Fund,  Minnesota
          Intermediate  Tax-Free Fund, Minnesota Tax-Free Fund, Strategic Income
          Fund,  Moderate  Balanced  Fund,  Growth  Balanced  Fund,   Aggressive
          Balanced-Equity  Fund,  Income Equity Fund,  Index Fund,  ValuGrowthSM
          Stock Fund, Diversified Equity Fund, Growth Equity Fund, Large Company
          Growth Fund,  Diversified  Small Cap Fund,  Small  Company Stock Fund,
          Small Company Growth Fund, Small Cap Opportunities Fund, International
          Fund,  Performa  Strategic Value Bond Fund,  Disciplined  Growth Fund,
          Performa Small Cap Value Fund,  Performa  Global Growth Fund,  Norwest
          WealthBuilder II Growth Portfolio, Norwest WealthBuilder II Growth and
          Income   Portfolio  and  Norwest   WealthBuilder  II  Growth  Balanced
          Portfolio  dated as of October 1, 1996,  as amended  June 1, 1999 (see
          Note 3).

     (5)  Shareholder  Servicing  Agreement  dated as of September 25, 1998 (see
          Note 3)

     (6)  Shareholder Servicing Plan (see Note 3).

(i)  (1)  Opinion of Seward & Kissel (see Note 3).

     (2)  Opinion of Seward & Kissel (see Note 2).

(j)  Not Applicable.

(k)  Not Applicable.

(l)  Investment Representation letter of John Y. Keffer as original purchaser of
     shares of stock of Registrant (see Note 3).

(m)  (1)  Rule  12b-1  Plan adopted by Registrant relating to Exchange Shares of
          Ready Cash Investment  Fund,  Investor B Shares of Stable Income Fund,
          Intermediate  Government  Income Fund,  Income Fund, Total Return Bond
          Fund, Tax-Free Income Fund, Colorado Tax-Free Fund, Minnesota Tax-Free
          Fund,  Growth Balanced 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  Company  Growth  Fund,   Small  Cap   Opportunities   Fund  and
          International  Fund and Investor C Shares of Norwest  WealthBuilder II
          Growth Balanced Fund, Norwest  WealthBuilder II Growth and Income Fund
          and Norwest  WealthBuilder  II Growth Fund dated as of August 1, 1993,
          as amended April 26, 1999 (see Note 3).

     (2)  Rule 12b-1 Plan adopted by  Registrant  relating to C Shares of Growth
          Balanced Fund, Income Equity Fund,  Diversified Equity Fund and Growth
          Equity Fund dated as of July 28, 1998 (see Note 5).

     (3)  Rule 12b-1 Plan  adopted by  Registrant  relating to A Shares of Large
          Company Growth Fund,  Growth Balanced Fund and  Diversified  Small Cap
          Fund dated as of October 5, 1998 (see Note 3).

(n)  Financial Data Schedules (to be filed by amendment).

(o)  Multiclass (Rule 18f-3) Plan adopted by Registrant (see Note 6).


                                       2
<PAGE>


Other Exhibits

(A)  Power of Attorney from James C. Harris, Trustee of Registrant (see Note 2).
(B)  Power of Attorney from Richard M. Leach,  Trustee of  Registrant  (see Note
     2).
(C)  Power of Attorney from Robert C. Brown, Trustee of Registrant (see Note 2).
(D)  Power of Attorney from Donald H. Burkhardt, Trustee of Registrant (see Note
     2).
(E)  Power of Attorney from John Y. Keffer, Trustee of Registrant (see Note 2).
(F)  Power of Attorney from Donald C. Willeke,  Trustee of Registrant  (see Note
     2).
(G)  Power of Attorney from Timothy J. Penny,  Trustee of  Registrant  (see Note
     2).
(H)  Power of Attorney from John S. McCune, Trustee of Registrant (see Note 1).

- ---------------
Note:

(1)  Exhibit incorporated by reference as filed in Post-Effective  Amendment No.
     46 via EDGAR on September 30, 1997, accession number 0000912057-97-032214.

(2)  Exhibit incorporated by reference as filed in Post-Effective  Amendment No.
     35 via EDGAR on March 8, 1996, accession number 0000912057-96-004243.

(3)  Exhibit incorporated by reference as filed in Post-Effective  Amendment No.
     58 via EDAGR on September 14, 1999, accession number 0001004402-99-000379.

(4)  Exhibit incorporated by reference as filed in Post-Effective  Amendment No.
     54 via EDGAR on May 6, 1998, accession number 0001004402-98-000281.

(5)  Exhibit  incorporated by reference as filed in Post-Effective  Amendment No
     57 via EDGAR on September 30, 1998, accession number 0001004402-98-000533.

(6)  Exhibit incorporated by reference as filed in Post-Effective  Amendment No.
     55 via EDGAR on July 31, 1998, accession number 0001004402-98-000418.

Item 24.  Persons Controlled by Or Under Common Control with Registrant

         None.

Item 25.  Indemnification

         The general effect of Section 10.02 of Registrant's Trust Instrument is
         to indemnify  existing or former  trustees and officers of the Trust to
         the fullest  extent  permitted by law against  liability  and expenses.
         There is no indemnification  if, among other things, any such person is
         adjudicated  liable  to  Registrant  or its  shareholders  by reason of
         willful misfeasance,  bad faith, gross negligence or reckless disregard
         of the duties involved in the conduct of his office.  This  description
         is  modified  in its  entirety by the  provisions  of Section  10.02 of
         Registrant's Trust Instrument contained in this Registration  Statement
         as Exhibit 1 and incorporated herein by reference.

         Registrant's  Investment Advisory  Agreements,  Investment  Subadvisory
         Agreements   and   Distribution   Services   Agreements   provide  that
         Registrant's   investment   advisers  and  principal   underwriter  are
         protected against liability to the extent permitted by Section 17(i) of
         the Investment Company Act of 1940. Similar provisions are contained in
         the  Management  Agreement  and  Transfer  Agency  and Fund  Accounting
         Agreement.  Registrant's  principal  underwriter  is also provided with
         indemnification  against  various  liabilities  and expenses  under the
         Management  and  Distribution   Agreements  and  Distribution  Services
         Agreements between Registrant and the principal underwriter;  provided,
         however,  that in no  event  shall  the  indemnification  provision  be
         construed as to protect the principal underwriter against any liability
         to  Registrant   or  its  security   holders  to  which  the  principal
         underwriter   would   otherwise   be   subject  by  reason  of  willful
         misfeasance,  bad faith, or gross  negligence in the performance of its
         duties,  or by reason of its reckless  disregard of its obligations and
         duties under those  agreements.  Registrant's  transfer  agent and fund
         accountant  and certain  related  individuals  are also  provided  with
         indemnification  against  various  liabilities  and expenses  under the
         Transfer Agency and Fund Accounting  Agreements  between Registrant and
         the transfer agent and fund accountant;  provided,  however, that in no
         event shall the  transfer  agent,  fund  accountant  or such persons be
         indemnified  against any liability or expense that is the direct result
         of willful  misfeasance,  bad faith or gross negligence by the transfer
         agent or such persons.

         The preceding  paragraph is modified in its entirety by the  provisions
         of  the  Investment   Advisory   Agreements,   Investment   Subadvisory
         Agreements,  Distribution Services Agreements,  Management  Agreements,
         Transfer Agency  Agreement and Fund Accounting  Agreement of Registrant


                                       3
<PAGE>


         filed as Exhibits (d)(1),  (d)(2),  (d)(3), (d)(4), (d)(5), (e), (g)(2)
         and (h)(1) to  Registrant's  Registration  Statement  and  incorporated
         herein by reference.

         Insofar as  indemnification  for liability arising under the Securities
         Act of 1933 may be  permitted to  trustees,  officers  and  controlling
         persons  of  Registrant  pursuant  to  the  foregoing  provisions,   or
         otherwise,  Registrant  has been  advised  that in the  opinion  of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by Registrant of expenses incurred or paid by a
         trustee,  officer or controlling person of Registrant in the successful
         defense of any action, suit or proceeding) is asserted by such trustee,
         officer or controlling  person in connection with the securities  being
         registered,  Registrant will,  unless in the opinion of its counsel the
         matter has been settled by controlling precedent,  submit to a court of
         appropriate  jurisdiction the question whether such  indemnification by
         it is  against  public  policy  as  expressed  in the Act  and  will be
         governed by the final adjudication of such issue.

Item 26.  Business and Other Connections of Investment Adviser

         (a)      Norwest Investment Management, Inc.

         The description of Norwest Investment  Management,  Inc. ("NIM"), under
         the caption  "Management-Advisor"  or Management  of the  Funds-Norwest
         Investment  Management"  in  each  Prospectus  and  under  the  caption
         "Management-Adviser"     or    "Management     -Investment     Advisory
         Services-Norwest Investment Management" in each Statement of Additional
         Information   constituting  Parts  A  and  B,  respectively,   of  this
         Registration Statement is incorporated by reference herein.

         The following are the  directors  and principal  executive  officers of
         NIM,  including their business  connections  which are of a substantial
         nature.  The  address of Wells  Fargo & Company,  the parent of Norwest
         Bank Minnesota,  N.A. ("Norwest Bank"),  which is the parent of NIM, is
         --. Unless otherwise indicated below, the principal business address of
         any company with which the directors and principal  executive  officers
         are connected is Sixth Street and  Marquette  Avenue,  Minneapolis,  MN
         55479.

<TABLE>
          <S>                                               <C>                           <C>

         ------------------------------------ ------------------------------------ ----------------------------------
         Name                                 Title                                Business Connection
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         P. Jay Kiedrowski                    Chairman, Chief Executive Officer,   Norwest Investment Management,
                                              President                            Inc.
                                              ------------------------------------ ----------------------------------
                                              Executive Vice President, Employee   Norwest Bank Minnesota, N.A.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Robert Bissell                       President                            Norwest Investment Management,
                                                                                   Inc.
                                              ------------------------------------ ----------------------------------
                                              Chief Executive Officer              Wells Capital Management
                                                                                   Incorporated.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         James W. Paulsen                     Senior Vice President, Chief         Norwest Investment Management,
                                              Investment Officer                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Stephen P. Gianoli                   Senior Vice President, Chief         Norwest Investment Management,
                                              Executive Officer                    Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Richard C. Villars                   Vice President, Senior Portfolio     Norwest Investment Management,
                                              Manager                              Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Eileen A. Kuhry                      Investment Compliance Specialist     Norwest Investment Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

</TABLE>


                                       4
<PAGE>


(b)      Schroder Investment Management North America Inc.

         The description of Schroder  Investment  Management  North America Inc.
         ("SIMNA")  under  the  caption  "Management  of  the   Funds-Investment
         Advisory Services-Schroder Investment Management North America Inc." in
         the Prospectus  and  "Management-Investment  Advisory  Services" in the
         Statement of  Additional  Information  relating to  International  Fund
         constituting   certain  of  Parts  A  and  B,   respectively,   of  the
         Registration Statement, is incorporated by reference herein.

         The  following  are the  directors  and  principal  officers  of SIMNA,
         including  their  business  connections  of a substantial  nature.  The
         address of each company listed,  unless otherwise noted, is 787 Seventh
         Avenue,  34th Floor, New York, NY 10019.  Schroder  Capital  Management
         International  Limited  ("Schroder Ltd.") is a United Kingdom affiliate
         of SIMNA which provides investment management services to international
         clients located principally in the United States.

<TABLE>
               <S>                                          <C>                                <C>

         ------------------------------------ ------------------------------------ ----------------------------------
         Name                                 Title                                Business Connection
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         David M. Salisbury                   Chairman, Director                   SIMNA

                                              ------------------------------------ ----------------------------------
                                              Chief Executive, Director            Schroder Ltd.*
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroders plc.*
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Trustee and Officer                  Schroder Series Trust II
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Richard R. Foulkes                   Deputy Chairman, Director            SIMNA
                                              ------------------------------------ ----------------------------------
                                              Deputy Chairman                      Schroder Ltd.*
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Officer                              Certain open end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         John A. Troiano                      Chief Executive, Director            SIMNA
                                              ------------------------------------
                                                                                   ----------------------------------
                                              Chief Executive, Director            Schroder Ltd.*
                                              ------------------------------------ ----------------------------------
                                                                                   ----------------------------------
                                              Officer                              Certain open end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Sharon L. Haugh                      Executive Vice President, Director   SIMNA
                                                                                   ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Director, Chairman                   Schroder Fund Advisors Inc.
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Ltd.*
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Chairman, Director                   Schroder Capital Management Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Trustee                              Certain open end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Gavin D. L. Ralston                  Senior Vice President, Managing      SIMNA
                                              Director
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Ltd.*
         ------------------------------------ ------------------------------------ ----------------------------------


                                       5
<PAGE>


         ------------------------------------ ------------------------------------ ----------------------------------
         Mark J. Smith                        Senior Vice President, Director      SIMNA
                                              ------------------------------------ ----------------------------------
                                              Senior Vice President, Director      Schroder Ltd.*
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Fund Advisors Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Trustee and Officer                  Certain open end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Robert G. Davy                       Senior Vice President, Director      SIMNA
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Ltd.*
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Officer                              Certain open end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Jane P. Lucas                        Senior Vice President, Director      SIMNA
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Fund Advisors Inc.
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Capital Management Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Officer                              Certain open end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         David R. Robertson                   Group Vice President                 SIMNA
                                              ------------------------------------ ----------------------------------
                                              Senior Vice President                Schroder Fund Advisors Inc.
                                                                                   ----------------------------------
                                              ------------------------------------
                                              Director of Institutional Business   Oppenheimer Funds, Inc.
                                                                                   resigned 2/98
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Michael M. Perelstein                Senior Vice President, Director      SIMNA
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Senior Vice President, Director      Schroder Ltd.*
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Louise Croset                        First Vice President, Director       SIMNA
                                              ------------------------------------ ----------------------------------
                                              First Vice President                 Schroder Ltd.*
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Trustee and Officer                  Schroder Series Trust II
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Ellen B. Sullivan                    Group Vice President, Director       SIMNA
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Capital Management Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Catherine A. Mazza                   Group Vice President                 SIMNA
                                              ------------------------------------ ----------------------------------
                                              President, Director                  Schroder Fund Advisors Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Capital Management Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Trustee and Officer                  Certain open-end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Heather Crighton                     First Vice President, Director       SIMNA
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              First Vice President, Director       Schroder Ltd.*
         ------------------------------------ ------------------------------------ ----------------------------------


                                       6
<PAGE>


         ------------------------------------ ------------------------------------ ----------------------------------
         Fariba Talebi                        Group Vice President                 SIMNA
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Capital Management Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Officer                              Certain open-end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Ira Unschuld                         Group Vice President                 SIMNA
                                              ------------------------------------ ----------------------------------
                                              Officer                              Certain open-end management
                                                                                   investment companies for which
                                                                                   SIMNA and/or its affiliates
                                                                                   provide investment services.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Paul M. Morris                       Senior Vice President                SIMNA
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Director                             Schroder Capital Management Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Susan B. Kenneally                   First Vice President, Director       SIMNA
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              First Vice President, Director       Schroder Ltd.*
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Jennifer A. Bonathan                 First Vice President, Director       SIMNA
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              First Vice President, Director       Schroder Ltd.*
         ------------------------------------ ------------------------------------ ----------------------------------

</TABLE>

*Schroder Ltd and Schroders plc. are located at 31 Gresham St., London EC2V 7QA,
United Kingdom.

(c)      Peregrine Capital Management, Inc.

         The description of Peregrine  Capital  Management,  Inc.  ("Peregrine")
         under  the  caption   "Management-SubAdviser"  in  the  Prospectus  and
         "Management-Adviser-SubAdviser-Diversified  Bond Fund, Strategic Income
         Fund, Moderate Balanced Fund, Growth Balanced Fund,  Diversified Equity
         Fund,  Growth Equity Fund,  Large Company Growth Fund and Small Company
         Growth Fund in the  Statement  of  Additional  Information  relating to
         Diversified Bond Fund,  Strategic Income Fund,  Moderate Balanced Fund,
         Growth  Balanced  Fund,  Diversified  Equity Fund,  Growth Equity Fund,
         Large Company Growth Fund and Small Company  Growth Fund,  constituting
         certain of Parts A and B, respectively,  of the Registration Statement,
         is incorporated by reference herein.

         The following are the  directors  and principal  executive  officers of
         Peregrine,   including  their  business  connections  which  are  of  a
         substantial  nature.  The address of  Peregrine is LaSalle  Plaza,  800
         LaSalle Avenue,  Suite 1850,  Minneapolis,  Minnesota 55402 and, unless
         otherwise  indicated  below,  that  address is the  principal  business
         address of any company with which the directors and principal executive
         officers are connected.

<TABLE>
                    <S>                                      <C>                          <C>

         ------------------------------------ ------------------------------------ ----------------------------------
         Name (Address if Different)          Title                                Business Connection
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         James R. Campbell                    Director                             Peregrine Capital Management,
                                                                                   Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
         Sixth and Marquette Ave.,            President, Chief Executive           Norwest Bank
         Minneapolis, MN 55479-0116           Officer, Director
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Patricia D. Burns                    Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Tasso H. Coin                        Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------


                                       7
<PAGE>


         ------------------------------------ ------------------------------------ ----------------------------------
         John S. Dale                         Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Julie M. Gerend                      Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         William D. Giese                     Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Daniel J. Hagen                      Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Ronald G. Hoffman                    Senior Vice President, Secretary     Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Frank T. Matthews                    Vice President                       Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Jeannine McCormick                   Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Barbara K. McFadden                  Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Robert B. Mersky                     Chairman, President, Chief           Peregrine Capital Management,
                                              Executive Officer                    Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Gary E. Nussbaum                     Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         James P. Ross                        Vice President                       Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Jonathan L. Scharlau                 Assistant Vice President             Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Jay H. Strohmaier                    Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Paul E. von Kuster                   Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Janelle M. Walter                    Assistant Vice President             Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Paul R. Wurm                         Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         J. Daniel Vendermark                 Vice President                       Peregrine Capital Management,
         Sixth and Marquette Avenue                                                Inc.
         Minneapolis, MN 55479-1013
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Albert J. Edwards                    Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------


                                       8
<PAGE>


         ------------------------------------ ------------------------------------ ----------------------------------
         Douglas G. Pugh                      Senior Vice President                Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Colin Sharp                          Vice President                       Peregrine Capital Management,
                                                                                   Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

</TABLE>

(d)      Galliard Capital Management, Inc.

         The description of Galliard Capital Management, Inc. ("Galliard") under
         the   caption    "Management-SubAdviser"    in   the   Prospectus   and
         "Management-Adviser-SubAdviser-Stable  Income  Fund,  Diversified  Bond
         Fund, Strategic Income Fund, Moderate Balanced Fund and Growth Balanced
         Fund" in the Statement of Additional Information relating to the Stable
         Income Fund,  Diversified Bond Fund,  Strategic  Income Fund,  Moderate
         Balanced Fund and Growth Balanced Fund",  constituting certain of Parts
         A and B, respectively,  of the Registration  Statement, is incorporated
         by reference herein.

         The following are the  directors  and principal  executive  officers of
         Galliard,   including  their  business   connections  which  are  of  a
         substantial  nature.  The address of Galliard is LaSalle  Plaza,  Suite
         2060, 800 LaSalle  Avenue,  Minneapolis,  Minnesota  55479 and,  unless
         otherwise  indicated  below,  that  address is the  principal  business
         address of any company with which the directors and principal executive
         officers are connected.

<TABLE>
                    <S>                                     <C>                           <C>

         ------------------------------------ ------------------------------------ ----------------------------------
         Name (Address if Different)          Title                                Business Connection
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         P. Jay Kiedrowski                    Chairman                             Galliard Capital Management, Inc.
                                              ------------------------------------ ----------------------------------
         Sixth and Marquette Ave.,            Chairman, Chief Executive Officer,   Norwest Investment Management,
         Minneapolis, MN 55479                President                            Inc.
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Executive Vice President, Employee   Norwest Bank Minnesota, N.A.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Richard Merriam                      Principal, Senior Portfolio Manager  Galliard Capital Management, Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         John Caswell                         Principal, Senior Portfolio Manager  Galliard Capital Management, Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Karl Tourville                       Principal, Senior Portfolio Manager  Galliard Capital Management, Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         John Huber                           Vice President and Portfolio         Galliard Capital Management, Inc.
                                              Manager
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Leela Scattum                        Vice President of Operations         Galliard Capital Management, Inc.
         ------------------------------------ ------------------------------------ ----------------------------------

</TABLE>

(e)      Smith Asset Management, L.P.

         The  description of Smith Asset  Management,  L.P.  ("Smith") under the
         caption     "Management-SubAdviser"     in    the     Prospectus    and
         "Management-Adviser-SubAdviser-Performa  Disciplined  Growth  Fund  and
         Performa   Small  Cap  Value  Fund"  in  the  Statement  of  Additional
         Information  relating to Performa  Disciplined Growth Fund and Performa
         Small  Cap  Value  Fund",  constituting  certain  of  Parts  A  and  B,
         respectively,   of  the  Registration  Statement,  is  incorporated  by
         reference herein.

         The following are the  directors  and principal  executive  officers of
         Smith,  including their business connections which are of a substantial
         nature.  The address of Smith is 300 Crescent Court, Suite 750, Dallas,
         Texas 75201 and, unless otherwise  indicated below, that address is the
         principal  business address of any company with which the directors and
         principal executive officers are connected.


                                       9
<PAGE>

<TABLE>
                    <S>                                     <C>                           <C>

         ------------------------------------ ------------------------------------ ----------------------------------
         Name                                 Title                                Business Connection
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Stephen S. Smith                     President, Chief Executive Officer   Smith
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Partner                              Discovery Management
         ------------------------------------ ------------------------------------ ----------------------------------

         ------------------------------------ ------------------------------------ ----------------------------------
         Stephen J. Summers                   Chief Operating Officer              Smith
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Partner                              Discovery Management
         ------------------------------------ ------------------------------------ ----------------------------------

</TABLE>

(f)      Wells Fargo Bank, N.A.



         The  description  of  Wells Fargo Bank,  N.A.  ("Wells  Fargo Bank") in
         Parts  A and B  of  this  Registration  Statement  is  incorporated  by
         reference herein.

         The following are the  directors  and principal  executive  officers of
         Wells Fargo Bank, including their business connections,  which are of a
         substantial  nature.  The address of Wells Fargo Bank is 420 Montgomery
         Street, San Francisco, California 94105 and, unless otherwise indicated
         below,  that address is the principal  business  address of any company
         with  which  the  directors  and  principal   executive   officers  are
         connected.

<TABLE>
                         <S>                                <C>                           <C>

         ------------------------------------ ------------------------------------ ----------------------------------
         Name                                 Title                                Business Connection
         ------------------------------------ ------------------------------------ ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         H. Jesse Arnelle                    Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
          455 Market Street                  Senior Partner                        Arnelle, Hastie, McGee, Willis &
          San Francisco, CA 94105                                                  Greene
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Armstrong World Industries, Inc.
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Eastman Chemical Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              FPL Group, Inc.
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Michael R. Bowlin                   Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         Highway 150                         Chairman of the Board of Directors,   Atlantic Richfield Co. (ARCO)
         Santa Paula, CA 93060               Chief Executive Officer, Chief
                                             Operating Officer and President
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Edward Carson                       Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         633 West Fifth Street               Chairman of the Board and Chief       First Interstate Bancorp
         Los Angeles, CA 90071               Executive Officer

                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Aztar Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Castle & Cook, Inc.
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Terra Industries, Inc.
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         William S. Davilla                  Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         618 Michillinda Ave.                President (Emeritus) and Director     The Vons Companies, Inc.
         Arcadia, CA 91007
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Pacific Gas & Electric Company

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


                                       10
<PAGE>


         ----------------------------------- ------------------------------------- ----------------------------------
         Rayburn S. Dezember                 Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         3200 San Fernando Road              Director                              CalMat Co.
         Los Angeles, CA 90065
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Tejon Ranch Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              The Bakersfield Californian
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Trustee                               Whittier College
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Paul Hazen                          Chairman of the Board of Directors    Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Chairman of the Board of Directors    Wells Fargo & Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Phelps Dodge Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Safeway, Inc.
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Robert K. Jaedicke                  Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         Graduate School of Business         Professor (Emeritus)                  Graduate School of Business
         Stanford University                                                       Stanford University
         Stanford, CA 94305
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Bailard Biehl & Kaiser Real
                                                                                   Estate Investment Trust, Inc.
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Boise Cascade Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              California Water Service Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Enron Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              GenCorp, Inc.
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Homestake Mining Company
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Thomas L. Lee                       Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         10302 Avenue 7 1/2                  Chairman and Chief Executive Officer  The Newhall Land and Farming
         Firebaugh, CA 93622                                                       Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              CalMat Co.
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              First Interstate Bancorp
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Ellen Newman                        Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         323 Geary Street                    President                             Ellen Newman Associates
         Suite 507
         San Francisco, CA 94102
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Chair (Emeritus) of the Board of      University of California at San
                                             Trustees                              Francisco Foundation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              California Chamber of Commerce
         ----------------------------------- ------------------------------------- ----------------------------------



                                       11
<PAGE>


         ----------------------------------- ------------------------------------- ----------------------------------
         Philip J. Quigley                   Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         130 Kearney Street Rm. 3700 San     Chairman, President and Chief         Pacific Telesis Group
         Francisco, CA 94108                 Executive Officer
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Carl E. Reichardt                   Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Columbia/HCA Healthcare
                                                                                   Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Ford Motor Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Newhall Management Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Pacific Gas and Electric Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Retired Chairman of the Board of      Wells Fargo & Company
                                             Directors and Chief Executive
                                             Officer
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Donald B. Rice                      Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         2049 Century Park East              President and Chief Executive         Teledyne, Inc.
         Los Angeles, CA 90067               Officer
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Retired Secretary                     The United States Air Force
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Vulcan Materials Company
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Richard J. Stegemeier               Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Chairman (Emeritus)                   Unocal Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Foundation Health Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Halliburton Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Northrop Grumman Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Outboard Marine Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Pacific Enterprises
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              First Interstate Bancorp
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         Susan G. Swenson                    Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         651 Gateway Blvd.                   President and Chief Executive         Cellular One
         San Francisco, CA 94080             Officer
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         David M. Tellep                     Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Retired Chairman of the Board and     Martin Lockheed Corporation
                                             Chief Executive Officer
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Edison International and
                                                                                   Southern California Edison
                                                                                   Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              First Interstate Bancorp
         ----------------------------------- ------------------------------------- ----------------------------------


                                       12
<PAGE>


         ----------------------------------- ------------------------------------- ----------------------------------
         Chang-Lin Tien                      Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Chancellor                            University of California at
                                                                                   Berkeley
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Raychem Corporation
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         John A. Young                       Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
         3000 Hanover Street                 President, Chief Executive Officer    Hewlett-Packard Company
         Palo Alto, CA 9434                  and Director
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Chevron Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Lucent Technologies
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Novell, Inc.
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              Shaman Pharmaceuticals Inc.
         ----------------------------------- ------------------------------------- ----------------------------------


         ----------------------------------- ------------------------------------- ----------------------------------
         William F. Zuendt                   Director                              Wells Fargo Bank
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             President                             Wells Fargo & Company
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              3Com Corporation
                                             ------------------------------------- ----------------------------------
                                             ------------------------------------- ----------------------------------
                                             Director                              California Chamber of Commerce
         ----------------------------------- ------------------------------------- ----------------------------------

</TABLE>

(g)      Wells Capital Management



         The description of Wells Capital Management ("WCM") in Parts A and B of
         this Registration Statement is incorporated by reference herein.

         The following are the  directors  and principal  executive  officers of
         WCM, including their business  connections,  which are of a substantial
         nature.  The  address  of WCM  is 525  Market  Street,  San  Francisco,
         California 94105 and, unless otherwise indicated below, that address is
         the principal  business address of any company with which the directors
         and principal executive officers are connected.


<TABLE>
                         <S>                                 <C>                                <C>

         ------------------------------------ ------------------------------------ ----------------------------------
         Name                                 Title                                Business Connection
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Allen J. Ayvazian                    Chief Equity Officer                 WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Robert Willis                        President and Chief Investment       WCM
                                              Officer
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Brigid Breen                         Chief Compliance Officer             WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         John Burgess                         Investment Portfolio Manager         WCM
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Financial Investment Adviser         Independent Financial Adviser
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Jose Casas                           Chief Operating Officer              WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Larry Fernandes                      Principal                            WCM
         ------------------------------------ ------------------------------------ ----------------------------------


                                       13
<PAGE>


         ------------------------------------ ------------------------------------ ----------------------------------
         Jacqueline Anne Flippin              Principal                            WCM
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Vice President and Investment        McMorgan & Company (until 1/98)
                                              Portfolio Manager
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Stephen Galiani                      Senior Principal                     WCM
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Director                             Qualivest Capital Management,
                                                                                   Inc. (until 5/97)
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Madeleine Gish                       Senior Principal                     WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Frank Greene                         Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Daniel Kokoska                       Investment Portfolio Manager         WCM
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Assistant Portfolio Manager          Bradford & Marzac, Inc. (until
                                                                                   2/98)
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         David Klug                           Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Kelli Ann Lee                        Managing Director                    WCM
                                              ------------------------------------ ----------------------------------
                                              ------------------------------------ ----------------------------------
                                              Group Human Resource Manager         Wells Fargo Bank, N.A. (until
                                                                                   11/97)
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Kenneth Lee                          Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Clark Messman                        Chief Legal Officer                  WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Laura Milner                         Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Brian Mulligan                       Managing Director                    WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Michael Neitzke                      Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Thomas O'Malley                      Managing Director                    WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Clyde Ostler                         Director                             WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Guy Rounsaville                      Director                             WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Katherine Schapiro                   Senior Principal                     WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Gary Schlossberg                     Economist                            WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Paul Single                          Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


                                       14
<PAGE>


         ------------------------------------ ------------------------------------ ----------------------------------
         Scott Smith                          Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Cynthia Tusan                        Performance Analyst/Investment       WCM
                                              Portfolio Manager
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Mary Walton                          Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Rex Wardlaw                          Senior Principal                     WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Jeffrey Weaver                       Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Allen Wisniewski                     Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------


         ------------------------------------ ------------------------------------ ----------------------------------
         Thomas Zeifang                       Investment Portfolio Manager         WCM
         ------------------------------------ ------------------------------------ ----------------------------------
</TABLE>


Item 27.  Principal Underwriters

(a)      Forum Fund Services, LLC, Registrant's  underwriter,  or its affiliate,
         Forum Financial Services,  Inc., serve as underwriter for the following
         investment  companies  registered  under the Investment  Company Act of
         1940, as amended:

         The Cutler Trust                                Monarch Funds
         Forum Funds                                     Norwest Advantage Funds
         Memorial Funds                                  Norwest Select Funds
                                                         Sound Shore Fund, Inc.


(b)      The following directors and officers of Forum Financial Services,  Inc.
         hold the following positions with Registrant. Their business address is
         Two Portland Square, Portland, Maine 04101:

<TABLE>
                         <S>                           <C>                           <C>

         ------------------------------ ---------------------------------- -------------------------------------
         Name                               Position with Underwriter      Position with Registrant
         ------------------------------ ---------------------------------- -------------------------------------

         ------------------------------ ---------------------------------- -------------------------------------
         John Y. Keffer                             President              Chairman, President
         ------------------------------ ---------------------------------- -------------------------------------
         David I. Goldstein                         Secretary              Vice President and Secretary
         ------------------------------ ---------------------------------- -------------------------------------
         Sara M. Morris                             Treasurer              Vice President and Treasurer
         ------------------------------ ---------------------------------- -------------------------------------
</TABLE>


(c)      Not Applicable.

Item 28.  Location of Accounts and Records

         The  majority of  accounts,  books and other  documents  required to be
         maintained by 31(a) of the Investment Company Act of 1940 and the Rules
         thereunder are maintained at the offices of Forum  Financial  Services,
         Inc.  at  Two  Portland  Square,   Portland,   Maine  04101,  at  Forum
         Shareholder Services, LLC, Two Portland Square,  Portland,  Maine 04101
         and Forum Administrative  Services, LLC, Two Portland Square, Portland,
         Maine  04101.   The  records  required  to  be  maintained  under  Rule
         31a-1(b)(1)  with  respect to journals of receipts  and  deliveries  of
         securities and receipts and disbursements of cash are maintained at the
         offices  of  Registrant's   custodian.   The  records  required  to  be
         maintained  under Rule  31a-1(b)(5),  (6) and (9) are maintained at the
         offices of Registrant's investment advisers as indicated in the various
         prospectuses constituting Part A of this Registration Statement.

         Additional  records  are  maintained  at the  offices of  Norwest  Bank
         Minnesota,  N.A.,  733 Marquette  Avenue,  Minneapolis,  MN 55479-0040,
         Registrant's custodian and transfer agent and at the offices of Norwest
         Investment Management, Inc., Norwest Center, Sixth Street and Marquette
         Avenue, Minneapolis, MN 55479, Registrant's investment adviser.

Item 29.  Management Services

         Not Applicable.


                                       15
<PAGE>


Item 30.  Undertakings

         Registrant  undertakes  to furnish each person to whom a prospectus  is
         delivered  with  a  copy  of  Registrant's   latest  annual  report  to
         shareholders  relating to the  portfolio or class  thereof to which the
         prospectus relates upon request and without charge.





                                       16
<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 has duly caused this
post-effective amendment number 59 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 16, 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 16, 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.





                                       17
<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 16, 1999.

                                                           Core Trust (Delaware)


                                                         By:  /s/ John Y. Keffer
                                                                  John Y. Keffer
                                                                  President





                                       18
<PAGE>


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