UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies
I. General Identifying Information
1. Reason fund is applying to deregister (check only one: for
descriptions, see Instruction I above):
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions
1 through 10 of this form and complete verification at the
end of the form.)
2. Name of fund: Norwest Advantage Funds
3. Securities and Exchange Commission File No.: 33-9645; 811-4881
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F? Amendment
5. Address of Principal Executive Office (include No. and Street, City,
State, Zip Code):
Two Portland Square
Portland, ME 04101
6.
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Name, address and telephone number of individual the Commission staff should
contact with any questions regarding this form:
Don L. Evans
Counsel
Forum Financial Group
Two Portland Square
Portland, ME 04101
(207) 822-6129
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
Rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
NOTE: Once deregistered a fund is still required to maintain and
preserve the records described in Rules 31a-1 and 31a-2 for the period
specified in those rules.
Forum Administrative Services, LLC Wells Fargo Bank, N.A.
Two Portland Square 525 Market Street, 12th Floor
Portland, ME 04101 San Francisco, CA 94105
(207) 879-1900 (415) 396-4516
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Delaware
11. Provide the name and address of each investment adviser of the fund
(including subadvisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
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Norwest Investment Management, Inc.
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479
Schroder Investment Management North America Inc.
787 Seventh Avenue, 34th Floor
New York, NY 10019
Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, CA 94104
Wells Capital Management Incorporated
525 Market Street, 10th Floor
San Francisco, CA 94105
Galliard Capital Management, Inc.
800 LaSalle Avenue, Suite 2060
Minneapolis, MN 55479
Peregrine Capital Management, Inc.
LaSalle Plaza
800 LaSalle Avenue, Suite 1850
Minneapolis, MN 55402
Smith Asset Management Group, L.P.
300 Crescent Court, Suite 750
Dallas, TX 75201
Crestone Capital Management, Inc.
7720 East Belleview Avenue, Suite 220
Englewood Colorado 80111
United Capital Management
1700 Lincoln Street, Suite 3301
Denver, Colorado 80274
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12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Forum Financial Services, Inc.
Two Portland Square
Portland, ME 04101
13. If the fund is a unit investment trust ("UIT") provide: N/A
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If yes, for each UIT state:
Name(s):
File No.:
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation
or Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place.
March 25, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
If Yes, state the dates on which the shareholder vote took
place:
August 5, 1999
August 18, 1999
If No, explain:
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
November 8, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
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The conversion ratio (exchange ratio) was calculated by
dividing the contributing fund net assets by the surviving
fund price per share which resulted in the number of
conversion shares. The number of conversion shares was then
divided by the contributing fund's total shares. The result
was the conversion ratio. See Exhibit A attached for the
conversion ratios.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
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III.
Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate
company) or any other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request for Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $611,438
(ii) Accounting expenses: $ 94,068
(iii) Other expenses (list and identify separately):
Solicitation $205,000
Shareholder Reports $554,706 $759,706
(iv) Total expenses (sum lines (i) - (iii) above): $1,465,212
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(b) How were those expenses allocated?
The expenses were not allocated to the series of Norwest Advantage
Funds. All expenses related to the merger were borne by Wells Fargo
Bank, N.A., the administrator of Wells Fargo Funds Trust, the fund that
survived the merger.
(c) Who paid those expenses?
Wells Fargo Bank, N.A.
(d) How did the fund pay for unamortized expenses (if any)?
The only unamortized expenses were unamortized organizational costs
that were reimbursed by Forum Administrative Services, LLC, the fund's
administrator.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[X] Yes [ ] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date the
application was filed:
Notice: Release No. IC-23950
August 17, 1999
Order: Release No. IC-24010
September 14, 1999
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
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If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
Wells Fargo Funds Trust
(b) State the Investment Company Act file number of the fund surviving the
Merger:
811-09253
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
33-9645; 811-4881 N-14 April 23, 1999
(d) If the merger or reorganization agreement has not been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Norwest Advantage Funds (ii) he is the Assistant Secretary of
Norwest Advantage Funds and (iii) all actions by shareholders, directors and any
other body necessary to authorize the undersigned to execute and file this Form
N-8F application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his knowledge,
information and belief.
/s/ Don L. Evans
Don L. Evans
