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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Norwest Select Funds
- -----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- -----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- -----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- -----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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47180160.DG0
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PRELIMINARY
NORWEST SELECT FUNDS(R)
Two Portland Square
Portland, Maine 04101
_____________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
_____________________________
To the Shareholders of Norwest Select Funds:
Notice is hereby given that a Special Meeting of
Shareholders (the "Meeting") of Intermediate Bond Fund, Income
Equity Fund, ValuGrowth(SM) Stock Fund and Small Company Stock
Fund (the "Funds"), the four series of Norwest Select Funds (the
"Trust"), will be held at the offices of the Trust's manager and
distributor, Forum Financial Services, Inc., Two Portland Square,
Portland, Maine 04101 on April 30, 1997 at 10:00 a.m. Eastern
Time. The purpose of the Meeting is to consider and act upon the
following proposals, and to transact such other business as may
properly come before the Meeting or any adjournment or
adjournments thereof.
For shareholders of all Funds:
1. To elect the Trustees of the Trust, each to hold office
until his successor is duly elected and qualified.
2. To ratify the selection of KPMG Peat Marwick LLP as
independent auditors of the Trust for the fiscal year
ending December 31, 1997.
___________________
(R), (SM) These registered marks are used under license from
their owner, Norwest Bank Minnesota, N.A.
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The Board of Trustees of the Trust has fixed the close
of business on February 25, 1997 as the record date for the
determination of shareholders entitled to notice of and to vote
at the Meeting or any adjournment or adjournments thereof.
By order of the Board of Trustees,
David I. Goldstein
Vice President and Secretary
Portland, Maine
March ___, 1997
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS
MAY BE. IN ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER
SOLICITATION, WE URGE YOU TO INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY, DATE AND SIGN IT, AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED.
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PRELIMINARY
NORWEST SELECT FUNDS(R)
Two Portland Square
Portland, Maine 04101
_____________________________
PROXY STATEMENT
_____________________________
Special Meeting of Shareholders
To Be Held on April 30, 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Trustees (the
"Board") of Norwest Select Funds (the "Trust"), a Delaware
business trust, from shareholders of Intermediate Bond Fund,
Income Equity Fund, ValuGrowth(SM) Stock Fund and Small Company
Stock Fund (the "Funds"), the four series of the Trust, to be
voted at the Special Meeting of Shareholders of the Trust to be
held at the offices of Forum Financial Services, Inc. ("Forum"),
Two Portland Square, Portland, Maine 04101 on April 30, 1997 at
10:00 a.m. Eastern time, and any adjournment thereof (the
"Meeting"), for the purposes set forth in the accompanying Notice
of Special Meeting of Shareholders.
The Board has fixed the close of business on
February 25, 1997 as the record date for determination of
shareholders entitled to notice of, and to vote at, the Meeting
and at any adjournment thereof. Shareholders are being requested
to vote to elect the Trustees of the Trust and ratify the
selection of the independent auditors of the Trust for the fiscal
year ending December 31, 1997 (the "Proposals").
The Trust is a registered, open-end, management
investment company whose shares of beneficial interest are
divided into four separate series (collectively, the "Shares").
All Shares are entitled to vote on each Proposal. Shares may be
voted in person at the Meeting or by proxy. Each whole Share is
entitled to one vote and each fractional Share is entitled to a
proportionate fractional vote. All properly executed proxies
___________________
(R), (SM) These registered marks are used under license from
their owner, Norwest Bank Minnesota, N.A.
received prior to the Meeting will be voted at the Meeting, and
any adjournment thereof, in accordance with the instructions
marked thereon or otherwise provided therein.
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As of February 25, 1997, [all] of the outstanding Shares
were held either by separate accounts ("Separate Accounts") of
Fortis Insurance Benefits Company ("Fortis") or by Forum, which
provided initial capital to the Funds. [Shares are currently
only sold to Separate Accounts of Fortis to serve as the
investment medium for variable annuity contracts. Shares held in
each Separate Account will be voted based on instructions
received from the owners of the Separate Account ("Account
Owners") having a voting interest in one or more of the Funds.
[Shares for which no instruction is received in time to be voted
and Shares which are owned by Forum will be voted by Fortis or
Forum, as appropriate, in the same proportion as the Shares held
by the Separate Accounts for which voting instructions are
received.]
The solicitation of proxies is made primarily by the
mailing of this Proxy Statement and the accompanying form of
Proxy on or about [DATE], 1997. The Trust will furnish, upon
request and without charge, to each person to whom the Proxy
Statement is delivered, a copy of each Fund's Annual Report to
Shareholders dated December 31, 1996. To request copies, please
telephone Norwest Bank Minnesota, N.A. ("Norwest"), the
investment adviser and transfer agent of the Trust, at
[800-338-1348]. The solicitation may also include telephone or
oral communications by the officers of the Trust or by regular
employees of Norwest, Forum or their affiliates. Currently,
neither Norwest or the Trust have engaged a proxy solicitation
firm. Norwest may determine in the future to engage a proxy
solicitation firm, at its own expense.
Unless instructions to the contrary are marked, proxies
received will be voted FOR the election of each nominee for
Trustee and FOR the ratification of the selection of KPMG Peat
Marwick LLP as independent auditors of the Trust for the fiscal
year ended December 31, 1997. A proxy may be revoked by a
shareholder at any time prior to the exercise thereof by giving
written notice to Norwest, the Trust's transfer agent, at 733
Marquette Avenue, Minneapolis, Minnesota 55479-0040, by signing
and mailing another proxy of a later date or by personally
casting a vote at the Meeting. A shareholder who intends to
revoke a proxy by personally casting a vote at the Meeting should
be prepared to present to representatives of Forum a copy of the
previously submitted proxy. In completing proxies, shareholders
should be aware that checking the box labeled ABSTAIN with
respect to a Proposal will result in the Shares covered by the
proxy being treated as if they were voted AGAINST the Proposal.
If sufficient votes to approve one or both of the
Proposals are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to those Proposals. An
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adjournment with respect to a Proposal will require the
affirmative vote of a majority of Shares entitled to vote on the
Proposal represented in person or by proxy at the Meeting. In
that case, the persons named as proxies will vote all proxies
that they are entitled to vote FOR such an adjournment; provided,
however, any proxies required to be voted against a Proposal will
be voted AGAINST an adjournment with respect to that Proposal.
In the event of any adjournment, the Trust will continue to
solicit proxies for Shares on Proposals for which the Meeting has
been adjourned.
Election of each Trustee pursuant to Proposal One
requires the affirmative vote of a plurality of the Shares of the
Trust voting at the Meeting. Approval of Proposal Two requires
the affirmative vote of a majority of the Shares of the Trust
voted in person or by proxy at the Meeting.
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PROPOSAL ONE
ELECTION OF TRUSTEES
Shareholders of all Funds, voting together, are entitled to
vote on Proposal One. Approval of this Proposal with
respect to a Trustee requires the affirmative vote of the
holders of a plurality of the outstanding Shares of the
Trust voting at the Meeting.
At the Meeting, all of the Trustees will be elected
to serve until their successors are elected and qualified.
The nominees are Robert C. Brown, Donald H. Burkhardt, James
C. Harris, John Y. Keffer, Richard M. Leach, John S. McCune,
Timothy J. Penny and Donald C. Willeke. Messrs. Brown,
Burkhardt, Harris, Keffer and Leach are current Trustees of
the Trust and have been Trustees of the Trust since the
inception of the Trust. Messrs. Willeke and Penny are
current Trustees of the Trust and were each elected by the
other members of the Board, to fill vacancies, at meetings
of the Board held on July 24-25, 1995 and October 1, 1995,
respectively. Mr. McCune is not currently a Trustee of the
Trust.
It is being proposed that shareholders elect each
Trustee and Mr. McCune. Each nominee has consented to serve
or continue to serve as a Trustee if elected. The Board
knows of no reason why any of the nominees would be unable
to serve, but in the event a nominee is unable to serve, the
proxies received will be voted for such substitute nominee
or nominees as the Board may recommend.
Certain information regarding each Trustee and Mr.
McCune is provided below, including a description of their
principal occupation and business experience for the last
five years. Mr. Brown is an "interested person" of the
Trust as defined in the 1940 Act by virtue of his ownership
of stock of the parent of Norwest and Mr. Keffer is an
"interested person" by virtue of his position with Forum
Financial Services, Inc., distributor of the Shares of the
Trust. Mr. McCune would be an "interested person" by virtue
of his position with Norwest Investment Services, Inc., an
affiliate of Norwest. Messrs. Brown, Keffer and McCune are
identified below with an asterisk.
Robert C. Brown, Age 65, Trustee*
Director, Federal Farm Credit Banks Funding Corporation and
Farm Credit System Financial Assistance Corporation since
February 1993. Prior thereto, he was Manager of Capital
Markets Group, Norwest Corporation, a multi-bank holding
company and parent of Norwest, until 1991.
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Donald H. Burkhardt, Age 70, Trustee
Principal of The Burkhardt Law Firm.
James C. Harris, Age 76, Trustee
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).
John Y. Keffer, Age 54, Chairman and President*
President and owner, Forum Financial Services, Inc. (a
registered broker-dealer), Forum Administrative Services
Limited Liability Company, 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.
Richard M. Leach, Age 63, Trustee
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).
John S. McCune, age 51, nominee*
President, Chief Executive Officer and Director of Norwest
Investment Services, Inc. since 1991. Mr. McCune also serves
as a member of the Municipal Securities Rulemaking Board and
is a member of the American Bankers Association and Sales
Managers Association.
Timothy J. Penny, Age 45, Trustee
Senior Counselor to the public relations firm of Himle-Horner
since January 1995 and Senior Fellow at the Humphrey
Institute, Minneapolis, Minnesota since January 1995. Prior
thereto, Mr. Penny was the Representative to the United
States Congress from Minnesota's First Congressional
District.
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Donald C. Willeke, Age 56, Trustee
Principal of the law firm of Willeke & Daniels.
During the Trust's fiscal year ended December 31, 1996,
the Board met four times. [All] of the Trustees serving attended
each meeting. The Trust maintains a Nominating Committee and an
Audit Committee of the Board, each of which is composed of
Trustees who are not "interested persons" of the Trust as defined
in the 1940 Act (the "Independent Trustees"). Messrs. Harris,
Leach, Burkhardt, Willeke and Penny are the current members of
those committees. The Nominating Committee selects all
Independent Trustees for nomination to the Board and [did not
meet] during the fiscal year ended December 31, 1996. The
Nominating Committee accepts nominations from shareholders of the
Trust. Such nominations should be submitted to the Committee in
care of the Secretary of the Trust. The Audit Committee selects
the Trust's independent auditors and meets to discuss the scope
of the auditors' engagement and to review the financial
statements of the Trust and the results of the auditors'
examination thereof. The Audit Committee met [three] times
during the fiscal year ended December 31, 1996; [all] of the
committee members attended each meeting.
TRUSTEE COMPENSATION:
Each Trustee is paid by the Trust a quarterly retainer
fee for the Trustee's service to the Trust and to Norwest
Advantage Funds, a separate registered open-end management
investment company for which each Trustee serves as trustee, of
[$4,000]. In addition, each Trustee is paid $3,000 for each
Board meeting attended (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 Board [and Committee] meetings. Mr. Keffer currently
is, and, if elected as a Trustee, Mr. McCune would be, neither
compensated nor reimbursed for his expenses in connection with
serving as Trustee. No officer of the Trust is compensated by
the Trust.
Mr. Burkhardt, Chairman of the Trust's and Norwest
Advantage Fund's Audit Committees, receives additional
compensation of $1,000 from the Trust and $5,000 from Norwest
Advantage Funds for his services as Chairman.
The following table provides the aggregate compensation
paid to the Trustees of the Trust by the Trust and by the Trust
and Norwest Advantage Funds, combined. Norwest Advantage Funds
has a May 31 fiscal year end. Information regarding the
compensation paid by the Trust is presented for the twelve-month
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period ended December 31, 1996, the most recent fiscal year end
of the Trust. Information regarding the total compensation paid
by the Trust and Norwest Advantage Funds is presented for the
twelve-month period ended May 31, 1996, the most recent fiscal
year end of Norwest Advantage Funds.
Total Compensation
Total Compensation From the Trust and
From the Trust Norwest Advantage Funds
Mr. Brown $_______ $29,000
Mr. Burkhardt $_______ $36,250
Mr. Harris $_______ $28,000
Mr. Leach $_______ $33,000
Mr. Penny $_______ $16,000
Mr. Willeke $_______ $30,000
Neither the Trust nor Norwest Advantage Funds has adopted any
form of retirement plan covering Trustees or officers. For the
twelve-month period ended May 31, 1996, expenses of the Trustees
(other than Mr. Keffer) totaled $30,408, and expenses of the
trustees of Norwest Advantage Funds totaled $27.
The Board recommends that the shareholders vote FOR the
election of each of the nominees as Trustee of the Trust.
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PROPOSAL TWO
RATIFICATION OF SELECTION OF KPMG PEAT
MARWICK LLP AS INDEPENDENT AUDITORS OF THE TRUST
Shareholders of all Funds, voting together, are entitled to vote
on Proposal Two. Approval of this Proposal requires the approval
of a majority of the outstanding Shares of the Trust.
The Board of Trustees recommends that the shareholders
of the Funds ratify the selection of KPMG Peat Marwick LLP to
audit the accounts of the Funds for the fiscal year of each Fund
ending December 31, 1997. Their selection was approved by a
unanimous vote, cast in person, at a meeting of the Board held on
July 29-30, 1996. KPMG Peat Marwick LLP has audited the accounts
of the Trust since the inception of the Trust. KPMG Peat Marwick
LLP does not have any direct or indirect financial interest in
the Trust or any Fund of the Trust. [A representative of KPMG
Peat Marwick LLP is expected to attend the Meeting and to have
the opportunity to make a statement and to respond to appropriate
questions from the shareholders.]
The Board recommends that the shareholders vote FOR the
ratification of the selection of KPMG Peat Marwick LLP as
independent auditors of the Trust.
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OTHER MATTERS
Management knows of no other matters which are to be
brought before the Meeting. However, if any other matters come
before the Meeting, it is intended that the persons named in the
enclosed form of Proxy, or their substitutes, will vote the Proxy
in accordance with their judgment on such matters.
SHAREHOLDERS AS OF FEBRUARY 25, 1997
As of February 25, 1997, the Trust had [______]
outstanding shares, and the number of outstanding Shares of each
Fund was: Intermediate Bond Fund, [_______]; Income Equity Fund,
[_______]; ValuGrowth Stock Fund, [_______]; and Small Company
Stock Fund, [_____].
Set forth below is certain information as to all persons
known to the Trust who owned of record or beneficially 5% or more
of a Fund's outstanding shares as of February 25, 1997.
[INSERT 5% SHAREHOLDER INFORMATION]
As of February 25, 1997, no Trustee, nominee for
Trusteeship or executive officer of the Trust owned beneficially
securities of any class of any Fund of the Trust.
OFFICERS OF THE TRUST
Certain information regarding each officer of the Trust
is provided below, including the officer's name, age, position at
the Trust and business experience for the last five years, and
the date since which the officer has held his or her position.
Information regarding Mr. Keffer, the President of the Trust
since 1993, is provided in Proposal Two.
Richard C. Butt, 41, Vice President, Assistant Secretary and
Treasurer since 1996.
Managing Director, Forum Financial Services, Inc., with which
he has been associated since May 1996. Prior thereto, from
December 1994 to April 1996 Mr. Butt was a Director of the
Financial Services Consulting Practice, KPMG Peat Marwick
LLP. From November 1993 to August 1994, Mr. Butt was
President of 440 Financial Distributors, Inc. a mutual fund
administrator and distributor, and prior thereto was Senior
Vice President of 440 Financial Group, Inc. Mr. Butt is also
an officer of various registered investment companies for
which Forum Financial Services, Inc. serves as manager,
administrator and/or distributor.
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David I. Goldstein, 35, Vice President and Secretary
since 1993.
Counsel, Forum Financial Services, Inc., with which he has
been associated since 1991. Prior thereto, Mr. Goldstein was
associated with the law firm of Kirkpatrick & Lockhart. Mr.
Goldstein is also an officer of various registered investment
companies for which Forum Financial Services, Inc. serves as
manager, administrator and/or distributor.
Sara M. Clark, 33, Vice President and Assistant Treasurer
since 1994.
Managing Director, Forum Financial Services, Inc., with which
she has been associated since 1994. Prior thereto, Ms. Clark
was Controller of Wright Express Corporation (a national
credit card company). Ms. Clark is also an officer of
various registered investment companies for which Forum
Financial Services, Inc. serves as manager, administrator
and/or distributor.
Thomas G. Sheehan, 42, Vice President and Assistant Secretary
since 1994.
Counsel, Forum Financial Services, Inc., with which he as
been associated since 1993. Prior thereto, Mr. Sheehan was
Special Counsel to the Division of Investment Management of
the Securities and Exchange Commission. Mr. Sheehan is also
an officer of various registered investment companies for
which Forum Financial Services, Inc. serves as manager,
administrator and/or distributor.
Catherine S. Wooledge, ___, Assistant Secretary since 1996.
Counsel, Forum Financial Services, Inc. with which she has
been associated since 1996. Prior thereto, from September
1994 to 1996, Ms. Wooledge was associated with the law firm
of Morrison & Foerster. From September 1993 to September
1994, Ms. Wooledge was associate corporate counsel at
Franklin Resources, Inc. Prior thereto, Ms. Wooledge was
associated with the law firm of Drinker, Biddle & Reath.
Renee A. Walker, 26, Assistant Secretary since 1994.
Fund Administrator, Forum Financial Services, Inc., with
which she has been associated since 1994. Prior thereto, Ms.
Walker was an administrator at Longwood Partners (a manager
of a hedge fund partnership) for a year. From 1991 to 1993
Ms. Walker was a sales representative at PaineWebber
Incorporated (a broker-dealer). [Ms. Walker is also an
officer of various registered investment companies for which
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Forum Financial Services, Inc. serves as manager,
administrator and/or distributor.]
[NORWEST INVESTMENT SERVICES, INC.
During the fiscal year ended December 31, 1996,
ValuGrowth Stock Fund paid brokerage commissions of $_______,
which constituted __% of the Fund's aggregate brokerage
commissions, to Norwest Investment Services, Inc., a wholly-owned
broker-dealer subsidiary of Norwest Corporation, the parent of
Norwest.]
ADDITIONAL INFORMATION
It is anticipated that, following the Meeting, the Trust
will not hold any meetings of shareholders except as required by
federal or Delaware law. Shareholders wishing to submit
proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send proposals to the Secretary of the
Trust, David I. Goldstein, in care of Forum, Two Portland Square,
Portland, Maine 04101.
YOU ARE URGED TO FILL IN, DATE AND SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY
By Order of the Board of Trustees,
David I. Goldstein
Vice President and Secretary
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47180160.DG0
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Norwest Select Funds - Intermediate Bond Fund
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the
undersigned appoints Thomas G. Sheehan and David I.
Goldstein (or if any one shall act, then that one) proxies
with power of substitution to vote all of the shares of
Intermediate Bond Fund (the "Fund") registered in the name
of the undersigned at the Special Meeting of Shareholders of
[Norwest Select Funds] (the "Trust") to be held at the
offices of the Trust's manager and distributor, Forum
Financial Services, Inc., Two Portland Square, Portland,
Maine 04101 on April __, 1997, at 10:00 a.m., and at any
adjournment or adjournments thereof.
The Shares of beneficial interest represented by
this Proxy will be voted in accordance with the
specifications made by the undersigned. If no
specifications are made, such Shares will be voted FOR the
election of all nominees for Trustee and FOR Proposal Two.
Receipt is acknowledged of this Proxy Statement for
the Special Meeting of Shareholders to be held on April __,
1997.
Signature Date
Signature (if Shares held jointly) Date
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE
In voting on Proposal Two, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated
ad if they were voted AGAINST the Proposal.
PROPOSAL ONE: ELECTION OF TRUSTEES
[ ] For all nominees listed below (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY for all nominees listed below. To
withhold authority to vote for any individual nominee,
strike a line through the nominee's name.
Robert C. Brown, Donald H. Burkhart, James C. Harris,
John Y. Keffer, Richard M. Leach. John S. McCune, Timothy J.
Penny and Donald C. Willeke
<PAGE>
PROPOSAL TWO: To ratify the selection of KPMG Peat Marwick
LLP as independent auditors of the Trust for the fiscal year
ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
Norwest Select Funds - Income Equity Fund
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the
undersigned appoints Thomas G. Sheehan and David I.
Goldstein (or if any one shall act, then that one) proxies
with power of substitution to vote all of the shares of
Income Equity Fund (the "Fund") registered in the name of
the undersigned at the Special Meeting of Shareholders of
[Norwest Select Funds] (the "Trust") to be held at the
offices of the Trust's manager and distributor, Forum
Financial Services, Inc., Two Portland Square, Portland,
Maine 04101 on April __, 1997, at 10:00 a.m., and at any
adjournment or adjournments thereof.
The Shares of beneficial interest represented by
this Proxy will be voted in accordance with the
specifications made by the undersigned. If no
specifications are made, such Shares will be voted FOR the
election of all nominees for Trustee and FOR Proposal Two.
Receipt is acknowledged of this Proxy Statement for
the Special Meeting of Shareholders to be held on April __,
1997.
Signature Date
Signature (if Shares held jointly) Date
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE
In voting on Proposal Two, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated
ad if they were voted AGAINST the Proposal.
PROPOSAL ONE: ELECTION OF TRUSTEES
[ ] For all nominees listed below (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY for all nominees listed below. To
withhold authority to vote for any individual nominee,
strike a line through the nominee's name.
Robert C. Brown, Donald H. Burkhart, James C. Harris,
John Y. Keffer, Richard M. Leach. John S. McCune, Timothy J.
Penny and Donald C. Willeke
<PAGE>
PROPOSAL TWO: To ratify the selection of KPMG Peat Marwick
LLP as independent auditors of the Trust for the fiscal year
ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
Norwest Select Funds - ValuGrowth Stock Fund
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the
undersigned appoints Thomas G. Sheehan and David I.
Goldstein (or if any one shall act, then that one) proxies
with power of substitution to vote all of the shares of
ValuGrowth Stock Fund (the "Fund") registered in the name of
the undersigned at the Special Meeting of Shareholders of
[Norwest Select Funds] (the "Trust") to be held at the
offices of the Trust's manager and distributor, Forum
Financial Services, Inc., Two Portland Square, Portland,
Maine 04101 on April __, 1997, at 10:00 a.m., and at any
adjournment or adjournments thereof.
The Shares of beneficial interest represented by
this Proxy will be voted in accordance with the
specifications made by the undersigned. If no
specifications are made, such Shares will be voted FOR the
election of all nominees for Trustee and FOR Proposal Two.
Receipt is acknowledged of this Proxy Statement for
the Special Meeting of Shareholders to be held on April __,
1997.
Signature Date
Signature (if Shares held jointly) Date
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE
In voting on Proposal Two, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated
ad if they were voted AGAINST the Proposal.
PROPOSAL ONE: ELECTION OF TRUSTEES
[ ] For all nominees listed below (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY for all nominees listed below. To
withhold authority to vote for any individual nominee,
strike a line through the nominee's name.
Robert C. Brown, Donald H. Burkhart, James C. Harris,
John Y. Keffer, Richard M. Leach. John S. McCune, Timothy J.
Penny and Donald C. Willeke
<PAGE>
PROPOSAL TWO: To ratify the selection of KPMG Peat Marwick
LLP as independent auditors of the Trust for the fiscal year
ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
Norwest Select Funds - Small Company Stock Fund
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Revoking any such prior appointments, the
undersigned appoints Thomas G. Sheehan and David I.
Goldstein (or if any one shall act, then that one) proxies
with power of substitution to vote all of the shares of
Small Company Stock Fund (the "Fund") registered in the name
of the undersigned at the Special Meeting of Shareholders of
[Norwest Select Funds] (the "Trust") to be held at the
offices of the Trust's manager and distributor, Forum
Financial Services, Inc., Two Portland Square, Portland,
Maine 04101 on April __, 1997, at 10:00 a.m., and at any
adjournment or adjournments thereof.
The Shares of beneficial interest represented by
this Proxy will be voted in accordance with the
specifications made by the undersigned. If no
specifications are made, such Shares will be voted FOR the
election of all nominees for Trustee and FOR Proposal Two.
Receipt is acknowledged of this Proxy Statement for
the Special Meeting of Shareholders to be held on April __,
1997.
Signature Date
Signature (if Shares held jointly) Date
PLEASE SIGN AND DATE THIS PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE
In voting on Proposal Two, checking the box labeled ABSTAIN
will result in the Shares covered by the Proxy being treated
ad if they were voted AGAINST the Proposal.
PROPOSAL ONE: ELECTION OF TRUSTEES
[ ] For all nominees listed below (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY for all nominees listed below. To
withhold authority to vote for any individual nominee,
strike a line through the nominee's name.
Robert C. Brown, Donald H. Burkhart, James C. Harris,
John Y. Keffer, Richard M. Leach. John S. McCune, Timothy J.
Penny and Donald C. Willeke
<PAGE>
PROPOSAL TWO: To ratify the selection of KPMG Peat Marwick
LLP as independent auditors of the Trust for the fiscal year
ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
47180160.DG0
